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13 <br />E. No broker, finder or other intermediary is involved in the transaction contemplated by <br />this Letter of Intent, and that no brokerage fee or commission is due and payable by Main <br />Street or the County upon any lease or conveyance of the Property. <br />F. Main Street now has an indefeasible option to purchase the Property. <br />G. Main Street will have at closing on the conveyance of a property interest in the Property <br />to the County an marketable, insurable and indefeasible title in fee simple to the Property <br />free and clear of all liens, charges, encumbrances, mortgages, pledges, security interests, <br />adverse claims and title matters except for those permitted encumbrances reasonably <br />accepted by the County, or which are subordinated to the County's interest, and the <br />Property has not been assigned or conveyed to any third party. No person or entity (other <br />than Main Street pursuant to the Option and the County pursuant to this Agreement) has a <br />right to acquire an interest in the Property. The Town of Carrboro claims an easement or <br />right of access along the edge of the Property along the railroad tracks for the Libba <br />Cotton bikeway /greenway. <br />H. Main Street has not received written notice of any violations of any laws, ordinances or <br />similar rules and regulations relating and /or applicable to the ownership, use and <br />operation of the Property as it is now operated, and /or other licenses or permits, which <br />remain uncured. <br />L All ad valorem taxes for the Property have been paid in full. [Please note that under the <br />Brownfields program, a portion of property taxes are abated beginning the first five years <br />following the completion of improvements (on that portion of the Property which is <br />subject to ad valorem taxation)] <br />J. No assessments or special assessments for public improvements or otherwise have been <br />levied or are not affecting the Property. <br />K. To the best of Main Street's present knowledge, the Property is not within an area <br />determined to be flood -prone under the Federal Flood Protection Act of 1973. <br />11. Miscellaneous: <br />A. Binding Effect. This Letter of Intent sets forth a declaration of the intentions of the <br />Parties concerning the transactions described herein, but the Parties understand that until <br />the Contracts shall have been executed and delivered, no Party has any legal obligation in <br />connection herewith, except as to the obligations set forth in this Section and Sections 5, <br />6, 8 and 10, which shall become effective when this Letter of Intent shall have been <br />executed by and delivered, and which shall be binding upon and inure to the benefit of <br />the Parties hereto, and their respective heirs, members, successors, personal <br />representatives, officers, agents, employees, and permitted assigns. <br />B. Assignment. The rights under this Letter of Intent may be transferred and assigned only <br />upon the written consent of the non - assigning Party. <br />C. Fees and Expenses. Each Party will be responsible for his or its own legal fees and <br />expenses incurred in connection with the transactions contemplated by this Letter of <br />Intent. <br />12 <br />