Agenda - 01-24-2012 - 5m - Laserfiche WebLink

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34 receive a credit of Fifteen Thousand and no/100's Dollars ($15,000.00), multiplied by the number of monthly installments of rent paid by County to Landlord under the terms of the Lease during the Option Penod, beginning on the Effective Date and ending on the date of Closing. Such credit shall be prorated for the month in which Closing occurs. If the Closing occurs after the Option Period, County shall not be entitled to any such credit. 5. Cl~osin~c If County exercises the Option, County and Landlord shall close on the Shoppin Center within thirty ~30} days after the date County exercises the Option the "Closing"), but no ater than March 1, 2012, at the offices of County's counsel or closing agent in Orange County,, North Carolina, or at such other place as the parties may agree upon, m wr~t~ng. At Closing, County shall pay .to.. Landlord the Purchase Price less any adjustments as provided herein in the form of cash or wire transfer to one or more bank accounts designated by Landlord, and contemporaneously Landlord shall deliver to County (a) the Deed (as defined in Paragraph 7 of this Exhibit); (b) an affidavit for the benefit of County and its title insurer (the "AfFidavit"),.stating that (i) no right to a mechanic's or matenalman's lien has accrued with respect to the Shopping Center as a result of any act by Landlord and (ii) there are no outstanding leases or agreements with regard to, or other parties in .or entitled to possession of, the Shopping Center, except those leases tthe "Shopping Center Leases") Listed on a current rent roll furnished by Landlord; {c) a Certificate of Non-Foreign Status as required by Section 1445 of the Internal Revenue Code; and (d) a settlement or closing statement. At Closing, Landlord and County shall execute an assignment and assumption agreement whereby Landlord will assign the ~ Shopping Center Leases to County and County shall agree to assume all obligations of Landlord under tfie Shopping. Center Leases effective as of the date of Closing.. As a condition precedent to the County.'s obligation in this Subsection 43(5), Landlord shall furnish cert~cates to County no less than fifteen days prior. to the Closing from each Tenant under each Shopping Center Lease stating the fallowing information: (i) that this Lease constitutes the entire agreement between Landlord and the tenant and is unmodified and in full force and effect (or if there have been modifications, that the same is in full force and effect as modified and stating the modifications); (~i) the dates to which the Minimum Rent, and other charges there under have been paid, and the amount of any security deposited with Landlord; (iii) that the leased premises. have been completed on or before the date of such letter and that all conditions precedent to this Lease taking effect have been carried out; (iv) that tenant has accepted possession, that the Lease Term has commenced, that tenant is occupying the leased premises, that tenant knows of no default under the Lease by Landlord and that there.are no defaults or offsets which tenant has against enforcement of the Lease b~ Landlord; (v) the Rent Commencement Date of this Lease and the expiration date of this Lease; and (vi}that tenant's office is open .for business, provided such facts are true and ascertainable. 6. Possession. Exclusive possession of the Shopping Center shall be delivere to County at Closing, subject to the Shopping Center Leases. 7. Deed. At Closing, Landlord shall deliver to County a special warranty deed (the Deed") conveying to County fee simple title to the Shoppin Center, subject tb (i) the lien for real esta{e taxes not yet due and payable; (i~ all easements, covenants, conditions, restrictions and other matters as appear of record; (iii) the Shoppingg Center Leases; and (iv) the reserved easements described in Paragraph 17 below. 8. Closin Ad'ustments. Ad valorem taxes on the Shoppingg Center, if any, for t e ca endar year in which the closing occurs shall be paid by Landlord. The credit for pro-rated ad valorem taxes on the Property that would be due Seller if Buyer were not a North Carolina local government shall be added to the purchase price for the fee simple interest in the Property. Landlord shall pay any Orange County ad valorem taxes on personal property of Landlord for the entire year of the closing. Seller shall pay all ad valorem taxes on the Shopping Center for calendar years prior to the calendar year in which the closing occurs and all deferred taxes and any tax penalties 31 Connty of Orange, in North Carnlina - Iiillsboroagh Commons 07/02/08 LAND RD O ~~~