|
(i) Broker: Paul W.Baker,Jr.
<br /> Cuttbow Properties,LLC
<br /> 205 Sylvan Grove Drive
<br /> Cary,NC 27518
<br /> Telephone:(919)632-9886
<br /> e-mail: wellington @sprynet.com
<br /> 1.2 Property. Subject to the terms and conditions of this Agreement,Seller agrees to sell to Purchaser,
<br /> and Purchaser agrees to purchase from Seller, approximately 67.37 acres of land located in Orange County, North
<br /> Carolina, known locally as 2301 Mount Sinai Road, Chapel Hill, NC, and further described on Exhibit A attached
<br /> hereto ("Land"), together with (i)all and singular the appurtenances appertaining thereto, and Seller's rights,
<br /> easements or other interests, if any, in and to adjacent streets, alleys and rights-of-way abutting such real property;
<br /> (ii)any improvements situated upon the Land; (iii) all intangible property and all plans, permits, specifications,
<br /> studies, and reports owned and controlled by Seller related to the Land, including rights of access, utility capacities
<br /> and complete control of the surface usage of the Land and (iv)such other assignable rights, interests and properties
<br /> as may be specified in this Agreement(collectively,the"Property").
<br /> 1.3 Earnest Money. Within three (3) Business Days of receipt of a fully executed copy of this
<br /> Agreement, Purchaser shall deposit the Initial Earnest Money with the Title Company. No later than eighteen (18)
<br /> months from the Effective Date,Purchaser shall deposit the Additional Earnest Money with the Title Company. The
<br /> Earnest Money shall be applied to the Purchase Price at Closing, The Earnest Money shall be held and disbursed by
<br /> the Title Company pursuant to the terms hereof.
<br /> ARTICLE 2:1NSPECTION PERIOD AND CLOSING CONDITIONS.
<br /> 2.1 Seller's Delivery of Specified Documents. The following information relating to the Property to
<br /> the extent it is in the possession or control of Seller shall be delivered to Purchaser by Seller within five (5)
<br /> business days of the Date of this Agreement (the "Property Information"): (i)any environmental reports and a
<br /> schedule listing any such reports; (ii)any soils and engineering reports; (iii)Seller's existing title policy; (iv) all
<br /> existing plans, specifications, permits, approvals(and any applications for permits or approvals), maps and surveys
<br /> (including, without limitation, archaeological, boundary, topographic and tree surveys);any surveys, plats or site
<br /> plans (v) any deed restrictions, restrictive covenants or construction or architectural guidelines that affect the
<br /> Property; (vi) any information or documentation associated with any property owners' association affecting the
<br /> Property; (vii) documents,written notices,reports, citations, orders, decisions, correspondence, or memoranda from
<br /> any governmental authority(including,but not limited to,copies of any zoning letters);and(viii)the most recent tax
<br /> bills and value renditions. Seller shall provide to Purchaser any documents described above and coming into
<br /> Seller's possession or produced by Seller after the initial delivery above and shall continue to provide same during
<br /> the pendency of this Agreement.
<br /> 2.2 Due Diligence. Purchaser shall have through the last day of the Inspection Period in which to
<br /> examine, inspect, and investigate the Property and, in Purchaser's sole and absolute judgment and discretion, to
<br /> determine whether the Property is acceptable to Purchaser. Notwithstanding anything to the contrary in this
<br /> Agreement, Purchaser may terminate this Agreement by giving notice of termination to Seller and Escrow Agent on
<br /> or before the last day of the Inspection Period. If Purchaser does not terminate this Agreement as provided in
<br /> preceding sentence, Purchaser shall be deemed to have waived its right to terminate under this Section 2.2 and this
<br /> Agreement shall continue in full force and effect.
<br /> Purchaser and its agents,employees,and representatives shall have a continuing right of reasonable access to
<br /> the Property during the pendency of this Agreement, for the purpose of conducting surveys, engineering, soil,
<br /> geotechnical, and environmental inspections and tests, and any other inspections, studies, or tests reasonably
<br /> required by Purchaser. In the course of its investigations Purchaser may make inquiries to Seller's consultants or
<br /> contractors who have performed work or prepared reports in connection with the Property, or to third parties
<br /> including, without limitation, lenders, contractors, and government officials and representatives, and Seller consents
<br /> to such inquiries. Purchaser shall keep the Property free and clear of any liens and will indemnify, defend, and hold
<br /> Seller harmless from all claims and liabilities asserted against Seller as a result of any such entry by Purchaser, its
<br /> agents, employees, or representatives. Purchaser, at Purchaser's sole expense, shall repair any and all damage
<br /> -2-
<br />
|