Agenda - 06-26-2007-4dd - Laserfiche WebLink

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1.07 Any and all other rights, pm~ileges and appurtenances owned by Seller and in any way related to, or used in connection with, the occupancy, use andlor operation of the Real Property for its intended purpose(s). The term "Property," as used in this Agreement, shall mean, collectively, all of the real property and all of the tangible and intangible personal property described in this SECTION 1, including, but not limited to, the Real Property, the Building, the Equipment and the Permits. SECTION2. Purchase Price. 2A1 The purchase price (the "Purchase Price"} for the Property shall be Six Million Six Hundred Sixty-Two Thousand Nine Hundred Fifty-Seven and No1100 Dollars ($6,662,957.00), adjusted as provided in this Section and in SECTION 3, payable in immediately available funds to Seller at Closing. 2.02 The Purchase Price shall be increased by such amount{s) as may be necessary to compensate Seller for (a} any increase in Building construction costs and'or expenses reasonably incurred by Seller resulting fiom changes made by Purchaser to the Interior Upfit {as hereinafter defined}, (b} the amount by which the cost of the Interior Upfit shall exceed $55.00 per square foot (the "Interior Upfit :allowance"}, (c} any Building construction costs and,~or expenses not included in the Guaranteed Maximum Price (as hereinafter defined) that are compensable pursuant to the Agreement For Construction A•Zanagement Services by and between Seller and Purchaser. 2.03 The Purchase Price shall be decreased by the amount of any payment made by Purchaser to Seller pursuant to the Agreement For Construction Management by and between Seller and Purchaser with respect to any sen~ice provided by Seller to the extent the cost of such service is included in Seller's pricing far the construction of the shell of the Building, exterior improvements to the Real Property and the Interior Upfit Allowance (the "Guaranteed A-7aximum Price"). 2.04 The Purchase Price shall be decreased by the amount of any payment made by Purchaser to any design professional whose contract is assigned to Purchaser pursuant to NCGS Section 143- 64.31 to the extent the amount of such contract is included in the Guaranteed Z\ laximum Price. SECTION 3. Costs and Prorations. 3.01 Seller shall pay the cost of deed preparation and any and all real estate excise tax, transfer tax, revenue tax or other imposition of any nature applicable to this transaction. Purchaser shall pay the cost of its title examination, the title insurance premium charged by Purchaser's title insurer for owner's and lender's title insurance coverage, the cast of any updated survey required by Purchaser, Purchaser's lender ar Purchaser's title insurer and the per page cost of recording the deed. Each party shall pay its own attorneys' fees. 3.02 All ad valorem real and personal property taxes assessed against the Property for the calendar year in which the Closing occurs shall be paid by Seller at Closing. All ad valorem real and personal property taxes assessed against the Property for the calendar year in which the Closing occurs shall be prorated as of the Closing Date on a calendar year basis. The Purchase Price shall be increased by the amount of Purchaser's share of such prorated taxes. If the tax bill for the calendar year in which Closing occurs is not available at the time of Closing, the parties shall estimate the ad valorem real and personal taxes for the calendar year in which Closing occurs based upon the assessed value of the Property as of January 1 -2-