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

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4.03 A Uill of sale in a form and content reasonably satisfactory to Purchaser, dated as of the Closing Date, which conveys to Purchaser all of the Equipment and other Property which Purchaser has elected to purchase and which may properly be conveyed to Purchaser thereby. 4.04 An affidavit and agreement regarding debts and liens executed by Seller and Seller's contractors) and dated as of the Closing Date, stating that there are no unpaid debts for any work that has been done or materials furnished to the Real Property prior to and as of the Closing Date and further stating that Seller shall indemnify, save and protect Purchaser and Purchaser's lender (if any) and title insurer harmless from and against any and all claims, liabilities, losses, damages, causes of action, and expenses (including court casts and reasonable attorneys' fees related thereto) arising out of, in connection with, or resulting from, any such debts and liens in a foixn and substance mutually acceptable to counsel for Seller and Purchaser. 4.05 An affidavit of title with respect to the Real Property executed by Seller and Seller's contractor(s) in a form acceptable to Purchaser's title insurer to issue title insurance without exception for mechanics' or materialmen's or other statutory liens or for the rights of parties in possession. 4.06 To the extent available, the originals of all Contracts, Permits anti other items identified in paragraph 5.01. 4.07 An affidavit stating that Seller is not a "Foreign Person" within the meaning of IRC Section 1445{f)3. 4.08 Such instruments or documents as are necessary, or reasonably required by Purchaser or Purchaser's title insurer, to e~,idence the authority of Seller to consummate the purchase and sale transaction contemplated herein and to execute anct deliver the required closing documents, including without limitation, copies of Seller's organizational documents and the originals of such documents as are required to evidence the due authorization and approval of the transaction contemplated herein. 4.09 Such other documents as may be reasonably required by Purchaser, Purchaser's counsel, Purchaser's lender or the title insurer to carry out the teens and provisions of this :agreement. SECTION 5. Closing. 5.01 Subject to the provisions of SECTION 6, the closing or settlement ("Closing") of the transaction contemplated by this Agreement shall be held at the office of Purchaser's counsel in Hillsborough, North Carolina, ar at any other place in Orange County, North Carolina. that may be designated by Purchaser. Closing shall occur during regular business hours not later than thirty (30} calendar days after the Completion Date {as hereinafter defined}. The exact date ("Closing Date"), time and place of Closing shall be as agreed upon by Purchaser and Seller. 5.02 As a condition precedent to Purchaser's obligation to close the purchase of the Property, there shall have occurred no material adverse change in any of the following from that which existed on the Date of Agreement with respect to: (a) the zoning applicable to the Real Property anti the real Property's compliance with all applicable zoning, land use regulations and special permits; (b) the status of the record title to the Real Property; {c) the status of Hazardous h~Iaterials {as hereinafter defined} on or affecting the Real Property or the Real Property's compliance with Environmental Laws (as hereinafter defined}; (d) the restrictions applicable to the Real Property and the Real Property's compliance with all such -4-