2008-012 AMS - Telesis Construction Management LLC (Library Building)

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GUARANTY, PROMISE, PROJECTION OR PREDICTION WHATSOEVER TO PURCHASER WITH RESPECT TO THE PROPERTY, WRITTEN OR ORAL, EXPRESS OR IMPLIED, ARISING BY OPERATION OF LAW OR OTHERWISE, INCLUDING ANY WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, OR ANY REPRESENTATION OR WARRANTY AS TO (A) THE CONDITION, SAFETY, QUANTITY, QUALITY, USE, OCCUPANCY OR OPERATION OF THE PROPERTY, OR (B) THE PAST, PRESENT OR FUTURE REVENUES OR EXPENSES WITH RESPECT TO THE PROPERTY. SECTION 10. Warranties of Purchaser. Purchaser represents, warrants and covenants to Seller that Purchaser is a body corporate and politic and a political subdivision of the State of North Carolina duly created, validly existing and in good standing in accordance with the laws of the State of North Carolina. Purchaser has full right, power and authority to enter into this Agreement and to consummate the purchase of the Property as provided herein, and, except for action by Purchaser necessary to obtain the approval required by SECTION 5.05 and that approval, all required action necessary to authorize Purchaser to enter into this Agreement and to consummate the purchase of the Property as provided herein has been taken. SECTION 11. Commissions. 11.01 The parties acknowledge and agree that there are no brokerage fees, real estate commissions, finder's fees, acquisition costs or other compensation due to any real estate agent, broker or other third party in connection with this transaction. 11.02 Seller and Purchaser do hereby represent each to the other that neither knows of any real estate agent, broker or other party involved in this transaction who is entitled to, or has a claim for, a real estate commission or fee and neither party has employed any such person. Seller and Purchaser hereby covenant and agree each with the other to indemnify and forever hold the other harmless from and against any loss, liability, costs, claims, demands, damages, actions, causes of action and suits arising out of or in any manner related to the alleged employment or use by the indemnifying party of any real estate agent, broker or other party. SECTION 12. Notices. All notices and statements required or permitted by this Agreement to be given to the parties or to either of them shall be deemed sufficiently given and delivered when made in writing and personally delivered to the parties or delivered by next day courier service (i.e. FedEx, UPS, etc.), or delivered by the United States Postal Service via certified mail, return receipt requested, postage prepaid and addressed to the appropriate party(ies) at the following address(es): If to Seller: Telesis Construction Management, LLC 1000 Corporate Drive, Suite 109 Hillsborough, NC 27278 Attention: George A. Horton, III with a copy to: William D. Bernard Brown & Bunch, PLLC 101 N. Columbia Street Chapel Hill, NC 27514 -8-