2005 S Purchasing - R T Holdings LLC Sportsplex Property Sale and Purchase Agreement

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such hiring does not create any liability for Seller under its contracts with any staffing agency or other person or entity), Buyer may do so, and Seller shall reasonably cooperate with Buyer in connection with such reemployment. h) Application for Zoning. Buyer agrees to promptly apply at its expense to Orange County, the Town of Hillsborough, and any other relevant governmental authority for zoning and land use approval to add to the Property a senior center and community and recreational facility of approximately 8,000 square feet and to obtain such other approvals as shall be necessary to permit the construction and use of such multipurpose facility (collectively, such approvals and permits to be referred to as the "Expansion Zoning Approvals"). Seller consents to Buyer making the applications and agrees to provide to the Town of Hillsborough whatever evidence is necessary to satisfy the Town of Hillsborough of this consent. i) Extension of 1994 Agreement. By June 30, 2005 Buyer and Seller agree to extend the Agreement originally dated March 1, 1994, which was modified and extended in a letter agreement between Seller and Buyer dated April 5, 200, through the earlier of September 30, .2005, or the Closing on the same terms and conditions as set forth in the April 5, 2005 letter agreement. The parties agree that in the event the Closing does not occur by September 30, 200, the Agreement will be further extended until the earlier of such Closing occurring or this Purchase and Sale Agreement being terminated. j) Local Government Commission Approval and Financing. Buyer and Seller acknowledge that the financing to conclude the purchase of the Property is subject to the approval of the North Carolina Local Government Commission (the "UGC Approval") and to the obtaining of financing for the purchase on terms reasonably satisfactory to Buyer. If such financing is not obtained by November 1, 200, (or December 1, 2005, if the period for Closing is extended pursuant to Section 3), either Buyer or Seller may terminate this Agreement by written notice to the other. k) "As-Is" Sale. BIIY"ER ACKNOWLEDGES THAT BUYER IS EXPERIENCED IN THE OWNERSHIP AND OPERATION OF PROPERTIES AND THAT BUYER HAS INSPECTED OR WILL IN"SPECT THE PROPERTY PURSUANT TO THE PROVISIONS HEREOF, TO ITS SATISFACTION AND IS QUALIFIED TO MAKE SUCH INSPECTION. BUYER ACKNOWLEDGES THAT IT IS FULLY RELYING ON BUYER'S (OR BL~'ER'S REPRESENTATIVES) INSPECTIONS OF THE PROPERTY AND NOT UPON ANY STATEMENTS (ORAL OR WRITTEN) WHICH MAY HAVE BEEN IvIADE OR 1~I AY BE 1~1.~1DE (OR PURPORTEDLY MADE) BY SELLER OR ANY OF ITS REPRESENTATIVES EXCEPT AS EXPRESSLY SET FORTH HEREIN OR IN' ANY OF THE DOCL~IENTS DELIVERED AT CLOSING. BLT~c"ER ACKNOWLEDGES THAT BUYER HAS (OR BUYER'S REPRESENTATIVES HAVE), OR PRIOR TO THE CLOSING DATE WILL HAVE, THE OPPORTUNITY TO THOROUGHLY INSPECT ACID EXAi'~1INE THE PROPERTY TO THE EXTENT DEEMED NECESSARY BY BUYER IN ORDER TO ENABLE BUYER TO EVALUATE THE CONDITION OF THE PROPERTY AND ALL OTHER ASPECTS. OF THE PROPERTY (INCLUDING, BUT NOT LIMITED TO, THE ENVIRONMENTAL CONDITION OF THE PROPERTY, AMID BUYER ACKNOWLEDGES THAT BUYER IS RELYING SOLELY UPON ITS OWN (OR ITS REPRESENTATIVES') INSPECTION, EXAMINATION AND EVALUATION OF THE PROPERTY. AS A MATERIAL PART OF THE CONSIDERATION FOR THIS CONTRACT AND THE PURCHASE, BUYER HEREBY AGREES TO ACCEPT THE PROPERTY ON THE CLOSING DATE IN ITS "AS IS", "W'HERE IS" CONDITION, AND WITH ALL FAULTS, AiVD WITHOUT REPRESENTATIONS AN"D WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, OR ARISING BY OPERATION OF LAW, EXCEPT AS EXPRESSLY SET FORTH HEREIN OR IN ANY OF THE DOCUMENTS DELIVERED AT CLOSING. BUYER ACKNOWLEDGES THAT ANY CONDITION OF THE PROPERTY WHICH PURCHASER DISCOVERS OR DESIRES TO CORRECT OR IMPROVE PRIOR TO OR AFTER THE CLOSING DATE SHALL BE AT BUYER'S SOLE EXPENSE. THIS SECTION 6(K) SHALL NOT HAVE ANY APPLICATION TO SELLER'S RESPONSIBILITY IN THIS AGREEMENT WITH RESPECT TO OBLIGATIONS AS TO DELIVERY OF TITLE AND WARRANTIES OF TITLE. THE PROVISIONS OF THIS SECTION 6(k) SH,~1LL SURVIVE THE CLOSING. RALE[GR454765 6