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1 <br />~ b > > ' <br />> > f <br />' 7 ` 7 7 <br />J 1 <br />^~ ~'°°'~~~ ^'• ~•~°°° ^~ +~-°a°. this Agreement evidences a portion of the transaction contemplated in the <br />Agreement of Intent, and that the rights and relations of the parties under this Agreement need to be <br />coordinated and harmonized with the other transactions therein contemplated. In particular, but not in <br />limitation, the closing contemplated in this Agreement shall be exercised simultaneously with the closing <br />referenced in the Agreement of Purchase and Sale (Library Building). <br />SECTION 16. No .Joint ~'entw•e. Nothing in this Agreement shall constitute or be construed to <br />constitute a faint venture between Purchaser and Seller. <br />SECTION 17. No Third Party Benettcia-•ies. Neither party intends to confer any rights under this <br />Agreement upon any third party. Standing to enforce this Agreement shall rest exclusively in the parties <br />hereto. <br />SECTION 18. Time of Essence. Time is of the essence of tlv Agreement. <br />SECTION 19. Headings. The section and paragraph headings in this Agreement are inserted far <br />convenience only and are in no ~vay intended to interpret, define, ar limit the scope of content of tlus <br />Agreement or any provision hereof. <br />Closing <br />SECTION 20. Possession. Seller shall deliver actual possession of the Property to Purchaser at <br />SECTION 21. Sure-iving Clauses. The provisions of this Agreement relating to tax and other pro- <br />rations after Closing and Seller's and Purchaser's respective indernnifications shall survive Closing or any <br />termination of this Agreement by either party whether as a matter of right or in breach of this Agreement, <br />notG~ithstanding any other provision in this Agreement to the contrary. Except as set forth in the preceding <br />sentence or as otherwise expressly set forth herein, all other provisions of this Agreement shall not survive <br />Closing or any termination hereof by either party as a matter of right. <br />SECTION 22. 1031 Exchange. Notwithstanding any provision to the contrary in this <br />Agreement, Purchaser acknowledges and agrees that Seller shall have the right, at Closing, to sell the <br />Propert~~ as a part of a transaction intended to qualify as a tax-free exchange under Section 1031 of the <br />Cade (a "Tax-Free Exchange"). If Seller elects to effect aTax-Free Exchange pursuant to this paragraph, <br />Purchaser shall execute and deliver such documents as may be required to effect the Tax-Free Exchange <br />which are in farm and substance reasonably acceptable to Purchaser, and ather~vise cooperate with Seller <br />in all reasonable respects to effect the Tax-Free Exchange. Notwithstanding the foregoing, the Tax-Free <br />Exchange shall not diminish Purchaser's rights, nor increase Purchaser's liabilities or obligations, under <br />this Agreement. Seller shall pay for all fees, costs and expenses in connection with such Tax-Free <br />Exchange. <br />SECTION 23. Go~~erning Lar~~ and Jw•isdiction. This Agreement shall be governed by and <br />construed, interpreted and enforced in accordance with the laws and decisions of the State of North Carolina. <br />Any action or proceeding brought by any party to construe, interpret or enforce this Agreement or any <br />-11- <br />