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

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e) Property Association Prorations: Buyer shall pay to Seller Buyer's pro-rata share of the property association fees based on the number of actual days from the date of closing through the end of the calendar year, provided Seller provides evidence that it has paid the fees for the entire calendar year. 8. DEFAULT AMID REMEDIES: a) In the event Seller defaults under this Agreement or fails to perform any of the conditions or obligations of Seller hereunder or in the event any of the representations and warranties contained herein are not true and correct as of the date hereof and as of date of Closing, Buyer shall be entitled as its sole and exclusive remedy to either: (i) Enforce by an action in law or equity Seller's specific performance of.Seller's obligations to convey the Property without abatement of the Purchase Price; or (ii) Elect to terminate this Agreement by giving written notice to Seller and the parties hereto shall then have no further rights, obligations or liabilities to each other hereunder. b) In the event Buyer defaults or fails to perform any of the covenants or conditions or obligations of Buyer hereunder, Seller, at its option, shall be entitled to enforce by an action at law or in equity Buyer's specific performance of Buyer's obligations arising out of this Agreement or to leek damages. c) In the event the Closing has not occurred on or before November 1, 200 (or December 1, 200, if the date for Closing is extended pursuant to Section 3), notwithstanding the diligent efforts of the parties and without breach by either party, either party may terminate this Agreement on written notice to the other and neither party shall have any liability to the other. 9. ALLOCATIONS: Both Buyer and Seller of the Property agree to cooperate to allocate the Purchase Price between categories of property to allow Seller and Buyer to have the information necessary to file IRS Form 8594, if necessary. 10. OTHER PROVISIONS: a) Counterparts: This Agreement may be executed in counterparts, each of which shall be deemed an original, but all of which, taken together, shall constitute one and the same instrument. b) Entire Agreement: This Agreement contains the entire agreement between .the parties and supersedes all prior and contemporaneous understandings and agreements, whether oral or written, between the parties respecting the subject matter hereof. There are no representations, agreements, arrangements or understandings, oral or written, between or among the parties to this Agreement relating to the subject matter of this Agreement which are not fully expressed herein. c) Construction: The provisions of this Agreement shall be constructed as to their fair meaning and not for or against any party based. upon any attribution to such part as the source of the language in questions. Headings used in this Agreement are for convenience of reference only and shall not be used in construing this Agreement. d) Applicable Law: This Agreement shall be governed by the laws of the State of North Carolina. e) Severability: If any terms, covenants, conditions and~'or provisions of this Agreement, or the application thereof to any person or circumstance, shall to any extent be held by a court of competent jurisdiction to be invalid, void or unenforceable, the remainder of the terms, covenants, conditions and/or provisions of this Agreement, or the application thereof to any person or circumstance, shall remain in full force and effect and shall in no way be affected, impaired and/or invalidated thereby; provided, however, that if the term, covenant, condition, or provision, or the application thereof, which is held to be unenforceable is so central to the terms of this Agreement 8 RALEIGiT454765 6