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9 <br />(v) Neither the execution of this Agreement nor the consummation of the transaction <br />contemplated hereby will conflict with or result in a breach of the terms, conditions or provisions of, or constitute a <br />default under, any agreement or instrument to which Seller or any related party of Seller is a party or by which <br />Seller or any related party of Seller is bound. <br />(vi) No notice of violation or other written communication has been received by Seller from a <br />governmental agency or any other entity or person alleging or suggesting an environmental law violation on the <br />Property <br />(vii) There is no condition or covenant imposed on the Property or contractual requirement of <br />Seller that would prohibit the use of the Property for High Intensity Commercial uses as those uses are defined in the <br />Hillsborough Zoning Ordinance at the time of the Closing and any such condition, covenant or contractual <br />requirement must permit the use of the Property for any governmental purpose. <br />For purposes of this Agreement, "to the best of Seller's knowledge" or "to Seller's actual knowledge" does <br />not mean that Seller has an obligation to make an independent investigation prior to entering into this Agreement. <br />e) Local Government Commission Approval Buyer and Seller acknowledge that the financing to <br />conclude the purchase of the Property is subject to the approval of the North Carolina Local Government <br />Commission (the "LGC Approval"). If such approval is not obtained by March 10, 2006, (or April 14, 2006, if the <br />period for Closing is extended pursuant to Section 3), either Buyer or Seller may temunate this Agreement by <br />written notice to the other. <br />0 Cooperation. The parties agree to cooperate in good faith in connection with the implementation <br />of the provisions of this Agreement. <br />The foregoing agreements, representations and warranties of Seller and Buyer shall be deemed reaffirmed as <br />of the date of Closing, but, except as expressly set forth therein, shall not survive the Closing. <br />7. CLOSING AGREEMENTS: <br />a) Conditions to Buyer's Obligations: Notwithstanding anything contained elsewhere herein to the <br />contrary, Buyer's obligation to consummate the purchase of the Property is expressly contingent upon satisfaction of <br />the following provisions (unless waived by Buyer): <br />(f) Seller shall have complied with and otherwise performed each of the covenants and <br />obligations of Seller as set forth in this Agreement; <br />(ii) All representations and warranties of Seller as set forth in this Agreement shall be in all <br />material respects true and correct as of the Closing Date; <br />(iii) There shall have been no material adverse change to the title to the Property between the <br />effective date of the title commitment delivered to Buyer and the date of Closing that is not cured by Seller on or <br />before Closing, and there shall have been no material adverse change to the environmental condition of the Property <br />that is not cured by Seller on or before Closing; <br />(iv) The Buyer shall have received die LGC Approval and shall have secured financing for its <br />put chase of the Property; <br />(v) No material violation of law with respect to the Property or any portion of die Property <br />shall exist as of the date of Closing; <br />anrErGH\4sa7ss 4