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GEG 01/07!08 edits
<br />Redlined from 6!26/07 draft
<br />AGREEMENT OF PURCHASE AND SALE
<br />(OFFICE BLJILDING)
<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 />CONSTRLJCTION 1VIANAGEMENT, LLC, a North Caralina limited liability company {"Seller"), and
<br />ORANGE COUNTY, NORTH CAROLINA, a body corporate and politic and a political subdivision of
<br />the State of North Carolina ("Purchaser").
<br />~yITNESSETH THAT:
<br />WHEREAS, Seller is the owner of the Property {as hereinafter defined}; and
<br />WHEREAS, subject to the terms and conditions set Earth below, Seller desires to sell the Property to
<br />Purchaser and Purchaser desires to purchase the Property from Seller.
<br />NO~V, 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 provisions of this Agreement, Seller shall sell to Purchaser
<br />and Purchaser shall purchase from Seller the following property:
<br />1.01 All of that certain tract or parcel of land located in Hillsborough, Orange County,
<br />North Caralina, 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 rights 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 awned by Seller attached to ar located an the Real Property and necessary
<br />for the occupancy, use and/or operation of the Real Property for its intended purpose(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 />purpose{s) {collectively the "Permits"), to the extent assignable or transferable.
<br />1.04 All site plans, surveys, soil 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 />1.05 All keys anti other materials of any kind in Seller's possession necessary for the
<br />occupancy, use and/or operation of the Property for its intended pui7~ose{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 ~~~' ~ r~' *~ ° ~-~ ~ ,-a ~ r -'~--•~~~ +,. +,~~ v~.,~ n,.,...o.-t,, w_,
<br />r ~~ ^''°r~° ~~ rtr°~'° ^~ ~..,. °*r°°*; and Seller shall execute and deliver to Purchaser, at Closing (as
<br />b b
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