Agenda - 09-15-2015 - 6g - Laserfiche WebLink

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15 Option shall not be considered exercised but the Counties right to again exercise the Option during the remaining term of this Lease shall remain. 5. Closing. If County exercises the Option, and the p a r t i e s agree on the Purchase Price , County and Landlord shall close on the Shopping Center within thirty (30) days after the date County exercises the Option (the "Closing"), but no later than MaFGh 1 , 2012 the end of the Term of the Lease, at the offices of County's counsel or closing agent in Orange County, North Carolina, or at such other place as the parties may agree upon in writing. At Closing, County shall pay to Landlord the Purchase Price less any adjustments as provided herein in the form of cash or wire transfer to one or more bank accounts designated by Landlord, and contemporaneously Landlord shall deliver to County (a) the Deed (as defined in Paragraph 7 of this Exhibit); (b) an affidavit for the benefit of County and its title insurer (the "Affidavit"), stating that (i) no right to a mechanic's or materialman's lien has accrued with respect to the Shopping Center as a result of any act by Landlord and (ii) there are no outstanding leases or agreements with regard to, or other parties in or entitled to possession of, the Shopping Center, except those leases (the "Shopping Center Leases") listed on a current rent roll furnished by Landlord; (c) a Certificate of Non- Foreign Status as required by Section 1445 of the Internal Revenue Code; and (d) a settlement or closing statement. At Closing, Landlord and County shall execute an assignment and assumption agreement whereby Landlord will assign the Shopping Center Leases to County, and County shall agree to assume all obligations of Landlord under the Shopping Center Leases effective as of the date of Closing. As a condition precedent to the County's obligation in this Subsection 43(5), Landlord shall furnish certificates to County no less than fifteen days prior to the Closing from each Tenant under each Shopping Center Lease stating the following information: (i) that this Lease constitutes the entire agreement between Landlord and the tenant and is unmodified and in full force and effect (or if there have been modifications, that the same is in full force and effect as modified and stating the modifications); (ii) the dates to which the Minimum Rent, and other charges there under have been paid, and the amount of any security deposited with Landlord; (iii) that the leased premises have been completed on or before the date of such letter and that all conditions precedent to this Lease taking effect have been carried out; (iv) that tenant has accepted possession, that the Lease Term has commenced, that tenant is occupy1 ng the leased premises, that tenant knows of no default under the Lease by Landlord and that there are no defaults or offsets which tenant has against enforcement of the Lease by Landlord; (v) the Rent Commencement Date of this Lease and the expiration date of this Lease; and (vi) that tenant's office is open for business, provided such facts are true and ascertainable. 6. Possession. Exclusive possession of the Shopping Center shall be delivered to County at Closing, subject to the Shopping Center Leases.