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1) Cooperation. The parties agree to cooperate in good faith in connection with the implementation <br />of the provisions of this Agreement. <br />The foregoing agreements, representations and warranties of Seller and Buyer shall be deemed reaffirmed as <br />of the date of Closing, but, except as expressly set forth therein, shall not survive the Closing. <br />7. CLOSING AGREEMENTS: <br />a) Conditions to Buyer's Obligations: Notwithstanding anything contained elsewhere herein to the <br />contrary, Buyer's obligation to consummate the purchase of the Property is expressly contingent upon satisfaction of <br />the following provisions (unless waived by Buyer): <br />(i) Seller shall have complied with and otherwise performed each of the covenants and <br />obligations of Seller as set forth in this Agreement; <br />(ii) All representations and warranties of Seller as set forth in this Agreement shall be in all <br />material respects true and correct as of the Closing Date; <br />(iii) There shall have been no material adverse change to the title to the Property between the <br />effective date of the title commitment delivered to Buyer and the date of Closing that. is not cured by Seller on or <br />before Closing, and there shall have been no material adverse change to the environmental condition of the Property <br />that is not cured by Seller on or before Closing; <br />(iv) There shall have been no material adverse change in the fmancial or physical condition of <br />the Property or the operations conducted at the Property between the last day of the Investigation Period and the <br />Closing; <br />(v) The Buyer shall have received the LGC Approval and shall have secured financing for its <br />purchase of the Property; <br />(vi) No material violation of law with respect to the Property or any portion of the Property <br />shall exist as of the date of Closing; <br />(vii) The Buyer shall have received the Expansion Zoning Approvals; and <br />(viii) There shall be no regulatory moratorium which prevents Buyer from obtaining approvals <br />necessary to authorize it to purchase the Property. <br />(b) Conditions to Seller's Obligations: Notwithstanding anything contained elsewhere herein to the <br />contrary, Seller's obligations to consummate the sale of the Property is expressly contingent upon satisfaction of the <br />following provisions (unless waived by Seller): <br />(i) Buyer shall have complied with and otherwise performed each of the covenants and <br />obligations of Buyer as set forth in this Agreement; <br />(ii) No order, injunction, litigation, or regulation shall be pending or existing prohibiting or <br />preventing Seller from consummating the sale. <br />(iii) Buyer shall have obtained all necessary authorization to pay the Purchase Price and <br />otherwise perform its obligations as set forth in this Agreement. <br />c) Closing Documents and Actions: <br />(i) Buyer shall provide Seller at least ten (10) business days advance notice of the date of <br />Closing. Seller shall prepare and deliver to Buyer the following at Closing: <br />RALEIGH'~,di4765 6 <br />