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

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35 including late listing ppenalties. All rents under the Shopping Center Leases and all utilities shall be prorated at Closing. Landlord shall pay the costs of preparing the Deed. Tenant shall pay all and any excise tax on the Deed. and all costs and expenses incurred in connection with its examination of title to the Shopping Center, including all .premiums charged by County's title insurance company. Each party shall pay its, own le a1, accounting and other expenses incurred in connection with the Option or Closing hereunder. 9. Condemnation. If, after exercise of the Option and prior to Closing, any taking pursuant to the power of eminent domain is proposed or occurs, as to all or any portion of the Shopping Center, or a sale occurs. in [ieu thereof, County shall be entitled to elect either to (i) terminate its agreement to purchase the Shoppping Center by giving Landlord notice of such termination within fifteen 15) days after County. receives written notice of such occurrence, or ~ii) proceed with Closing, in which event all proceeds, awards and other payments arising from any such taking or sale shall be paid to County, with no adjustment of the Purchase Pnce. 10..Default. If County fails to close on that date required in Paragraph~5 above after exercise of the Option, then Landlord shall be entitled to exercise any and all remedies available to it at law or in equity for breach of a contract to purchase real estate. In the event of default by Landlord, Buyer shall be en#itled, as Buyer's sole and exclusive remedy, either to: (a) terminate it agreement to purchase the Shopping .Center upon written notice to Landlord, or (b) demand and compel by an action for specific performance or similar legal) proceedings, .if necessary, the immediate conveyance of the Shopping Center by Landlord in compliance with the terms and conditions set forth on this Exhibit. 11.Costs of Liti ation. In the event of litigation between County and Landlord arising out o the Option, each party shall pay its own costs and attorneys' fees. 12.A ents and Brokers. Each party hereunder represents and warrants that it i not consult or deal with any broker or agent, real estate or otherwise, with regard to the purchase and sale of the Shopping Center, and each party hereto agrees to indemnify and hold harmless the other party from all liability, expense, loss, cost or damage, including reasonable attorneys' fees, that may anse by reason of any claim, demand or suit of any agent or broker arising out of facts constituting a breach of the foregoing representations and warranties. 13.Entire A reement~ Modification. This Exhibit contains the entire agreement etween the parties ereto re ating to the Option and the purchase and sale of the Shopping Center, and supersedes all prior and contemporaneous negotiations, understandings and agreements, written or oral, between the parties hereto. 14.Assignment. County shall have no right to assign the Option without the prior express written approval of Landlord, which approval may be grantee or derned by Landlord in its sole and absolute discretion. 15.Time of the Essence. The parties agree that time is of the essence with respect to t e pe ormance of all obligations, the exercise of the Option and all other time or deadline related matters herein. 16.Memorandum of A reement. Landlord agrees that, at the request of County: ~ndlord wil prompt y execute and deliver a memorandum of the Option in recordable farm sufficient to provide record notice of the Option, and County shall be entitled to record such memorandum in the Orange Coun Register of Deeds, at County's sole cost and expense. If County makes suc a request to Landlord, County will, at that time, deliver to Landlord's counsel, to be held in escrow by such counsel, an executed Release, in form 32 Connty of Orange, in North Carolina - H1L4borongh Commons 07/02/08 INTTTALS I.AIVDLORD ~S~F 'r