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hereinafter defined); all proper instruments for the conveyance of such title and the assignment and collection <br />of any such award. <br />1.07 Any and all other rights, privileges and appurtenances owned by Seller and in any <br />way related to, or used in connection with, the occupancy, use and/or operation of the Real Property for its <br />intended purpose(s). <br />The term "Property," as used in this Agreement, shall mean, collectively, all of the real property and <br />all of the tangible and intangible personal property described in this SECTION 1, including, but not limited <br />to, the Real Property, the Building, the Equipment and the Permits. <br />SECTION 2. Purchase Price. <br />2.01 The purchase price (the "Purchase Price") for the Property shall be Elet-•en h~lillion Two <br />Hundred Seventy-Six Thousand One Hundred Twenty-Two and No/100 Dollars ($11,276,122.00} less a <br />credit in the amount set forth in Section 2.03 below, and as maY be further adjusted as provided in this <br />Section and in SECTION 3, payable in immediately available funds to Seller at Closing. <br />2.02 The Purchase Price shall be increased by such amount(s) as may be necessary to <br />compensate Seller for (a} any increase in Building construction costs and/or expenses reasonably incurred by <br />Seller resulting from changes made by Purchaser to the Interior Upfit {as hereinafter defined}, {b} the amount <br />by which the cast of the Interior Upfit shall exceed $35.00 per square foot {the "Interior Upfit Allowance"), <br />(c} any Building construction costs ancl,'or expenses not included in the Guaranteed 1~Iaximum Price {as <br />hereinafter defined) that are compensable pursuant to the Agreement For Construction <br />Manager at Risk Services ('"the Construction Agreement"1 by and between Seller and Purchaser-, and (dl any <br />Buildinu construction costs and/or expenses not included in the Buildin6 Construction Bud6et that are <br />incurred by Seller by reason of a change order or change order directive issued by Purchaser. The Purchase <br />Price purchases the Property and includes (1) the construction of the shell of the Building, (2) the exterior <br />improvements to the Real Property and ~3) the Interior Upfit Allowance, which together make up the <br />"Guaranteed Maxinum Price". <br />2.03 The Purchase Price shall be °°~' '~•~ +''° e~~-e~~t~~~ <br />b <br />1 <br />b1 <br />a~ ~t~ T-~11T "~ar~t~aim••m ~~°"` ~redited by the budgeted cost of all <br />design professionals whose contract(s) are assigned to Purchaser yursuant to N.C. Gen. Stat. Section 143- <br />64.31 less any amount of such bud.~eted cost Seller has paid such design professionals. <br />2.04 <br />Notwithstanding the execution and delivery of this Agreement, the right of Seller to seek an adjustment to the <br />Purchase Price for any of the grounds recited in paragraph 4 of the Agreement of Intent between Seller and <br />Purchaser dated November 2, 2006 ("the Agreement of Intent") is hereby reserved. Should Seller seek an <br />adjustment to the Purchase Price as rnovided in this paragraph, Seller shall deliver to Purchaser with the <br />requested adjustment a detailed analysis of the reasons for the request relating the reasons to applicable <br />provision(sl of the Agreement of Intent and comparisons of requested changes with the same information on <br />documents and other information relied upon by Seller in arriving at the Purchase Price. If the Seller's ground <br />-2- <br />