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GEG Ol/07/08 edits
<br />Redlined from 6/26/07 draft
<br />AGREEMENT OF PURCHASE AND SALE
<br />(LIBRARY BUILDING)
<br />THIS AGREEMENT OF PURCHASE AND SALE ("Agreement"} is made and entered into,
<br />effective as of the Date of Agreement {as hereinafter defined), by and between TELESIS
<br />CONSTRUCTION NIANAGENIENT, LLC, a North Carolina. limited liability company ("Seller"), and
<br />ORANGE COL7NTY, NORTH CAROLINA, a body corporate and politic and a political subdivision of
<br />the State of North Carolina ("Purchaser"}.
<br />«'ITNESSETH THAT:
<br />WHEREAS, Seller is the owner of the Properly {as hereinafter defined}; and
<br />WHEREAS, subject to the terms and conditions set forth below, Seller desires to sell the Property to
<br />Purchaser and Purchaser desires to purchase the Property from Seller.
<br />NO~~~', THEREFORE, in consideration of the agreements contained herein and other good and
<br />valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto
<br />covenant and agree as follows:
<br />SECTION 1. Property. Subject to the protrisions of this Agreement, Seller shall sell to Purchaser
<br />and Purchaser shall purchase fiam Seller the fallowing property:
<br />1.01 All of that certain tract or parcel of land located in Hillsborough, Orange County,
<br />North Carolina, as identified and described in the attached EXHIBIT A, together with the Building (as
<br />hereinafter defined) and any and all other improvements and fixtures now or hereafter located thereon, and
<br />any and all other lights and easements appurtenant thereto (collectively the "Real Property"}.
<br />1.02 All equipment, machinery, appliances, fixtures (not a part of the Real Property} and
<br />other tangible personal property owned by Seller attached to or located on the Real Property and necessary
<br />for the occupancy, use and/or operation of the Real Property for its intended purhose(s} (collectively the
<br />"Equipment"}.
<br />1.03 All local, state and federal permits, licenses, certificates (including certificate(s) of
<br />occupancy} and approvals necessary to occupy, use and/or operate the Real Property for its intended
<br />purpase(s} (collectively the "Permits"), to the extent assignable or transferable.
<br />1.04 All site plans, surveys, sail and substrata. studies, architectural drawings, plans and
<br />specifications, engineering plans and studies, floor plans, environmental studies, assessments or
<br />examinations, landscape plans, Viand other plans and studies of any kind in Seller's possession that
<br />relate to the Real Property. Seller makes no representations or warranties with respect to these documents.
<br />1.OS All keys and other materials of any kind in Seller's possession necessary far the
<br />occupancy, use and./or operation of the Property for its intended purhose(s}.
<br />1.06 All rights, titles and interests of Seller in and to any condemnation award made or to
<br />be made in respect of the Real Property b •, •
<br />„ ,.~ .,c..,..,~a ,.~ ,..-.,,~o ,.~ .,.... ~.+,.oo+~ and Seller shall execute and deliver to Purchaser, at Closing (as
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