Agenda - 01-15-2008-4y2 - Laserfiche WebLink

Browse Search

4.09 Such other documents as may be reasonably required by Purchaser, Purchaser's counsel, Purchaser's lender or the title insurer to carry out the terms and provisions of this Agreement. SECTION _5. Closing. 5.01 Subject to the provisions of SECTION 6, the closing or settlement ("Closing") of the transaction contemplated by this :agreement shall be held at the office of Purchaser's counsel in Hillsborough, North Carolina, or at any other place in Orange County, North Carolina that may be designated by Purchaser. Closing shall occur during regular business hours not later than thirty {30) calendar days after the date of Substantial Completion (as h~iefined in the Construction Agreement); prot,ided hotivever, in no event will Closing occur prior to July 1, 2008. The exact date ("Clasing Date"), time and place of Closing shall be as agreed upon by Purchaser and Seller. 5.02 As a condition precedent to Purchaser's obligation to close the purchase of the Property, there shall have occurred no material adverse change in any of the following from that which existed an the Date of Agreement with respect ta: (a) the zoning applicable to the Real Property and the real Property's compliance with all applicable zoning, land use regulations and special permits; (b) the status of the record title to the Real Property; (c) the status of Hazardous AQaterials (as hereinafter defined) on or affecting the Real Property or the Real Property's compliance with Environmental Laws (as hereinafter defined}; (d) the restrictions applicable to the Real Property and the Real Property's compliance with all such restrictions; and (e) the truth ar accuracy of any warrant3~ or representation made by Seller in this Agreement. Seller shall notify Purchaser in writing of any such material adverse change of which Seller is knowledgeable. 5.03 As a further condition precedent to Purchaser's obligation to close the purchase of the Property, construction of the Building, including the Interior Upfit and the exterior improvements to the Real Property, shall ~ " Construction Agreement and a Certificate of Occupancy for the Building shall have been issued by the Tawn of Hillsborough. In the event, at the time of Clasing, the construction of the Building, including the Interior Upfit and the exterior improvements to the Real Property, has not attained "final completion" pursuant to the Construction Agreement, a portion of the Purchase Price shall be escrowed until final completion is attained. The amount of the Purchase Price to be escrowed shall equal 125°~0 of the estimated cost of all work that must be performed far final completion to be attained, including allpunch and wanant~~ work. The estimated cost to be escrowed shall be determined by the Architect. 5.04 As a further condition precedent to Purchaser's obligation to close the purchase of the Property, Seller and Purchaser shall have made and entered into a written license agreement pursuant to which Seller shall license to Purchaser, upon terms and conditions mutually satisfactory to Seller and Purchaser, the exclusive use of the Allocated Parking Spaces. As used herein, "Allocated Parking Spaces" shall mean the number of parking spaces in the parking deck under construction by Seller on a tract of land lying south of the Property and north of N & K Street which shall be allocated for the exclusive use of the owner of the Building and such owner's tenants, employees, customers, guests, licensees and invitees. Allocated Parking Spaces shall be determined by subtracting from tvvo hundred forty-six (246) the number of parking spaces which shall have been licensed by Seller to Purchaser or otherwise made available or reserved for the exclusive use of Purchaser within the project complex (including the Real Property, the parking deck, the proposed Orange County office building tract and the Gateway Center Building tract). Seller and - 5-