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6 <br /> land value according to the Orange County tax records and shall be prorated on a calendar year basis to the <br /> date of the closing. Holloway will be responsible for the payment of ad valorem taxes on Tract 2 for the year <br /> in which the closing occurs, if any, All deferred taxes, back taxes, penalties and interest, if any, and all <br /> confirmed governmental assessments on the Holloway Lot shall be paid by Holloway at closing. <br /> 5. Title Examination. County will cause its attorney to examine the title to the Holloway Lot <br /> prior to closing and advise Holloway in writing of any objections to said title, and Holloway shall have the <br /> right (but not the obligation) for a period of ten (10) days from the date of notice of said objections within <br /> which to remedy said objections to the reasonable satisfaction of County and its attorney. In the event said <br /> objections are not cured or remedied within said ten(10)day period, the County, at its election, shall have the <br /> right to either(a)accept such title subject to the objections, or(b)terminate this Agreement. County will cause <br /> a North Carolina licensed surveyor or engineer to prepare a survey of the Holloway Lot and said survey shall <br /> be deemed to be a part of County's title examination, and County shall have the same rights as to matters of <br /> survey. Notwithstanding anything herein to the contrary,Holloway shall discharge all money liens against the <br /> Property at or before closing or provide for the release of Lot 1 from all such liens. <br /> 6. Conditions Precedent. The obligations of County under this Agreement are conditioned upon <br /> the following: <br /> (a) the rezoning of Tract 1 by the Town of Hillsborough to a zoning designation that permits the <br /> County's intended use of Tract l along with the rezoning of Tract 2 consistent with the current zoning <br /> designation of the remainder of the Holloway Lot; <br /> (b) approval of the Recombination Plat by the Town of Hillsborough and the subsequent <br /> recordation thereof; <br /> (c) the final approval of the applicable sewer authority allowing for the connection of a sanitary <br /> sewer line ru€niing from the County Lot over and across Tract 1 (as shown on Exhibit A) with the existing <br /> Gravity Sewer; <br /> (d) the approval and ratification of this Agreement and the transactions contemplated hereby by <br /> the Orange County Board of Commissioners; <br /> If any of the foregoing conditions is not satisfied by the Closing Date,then the County shall not have <br /> any further obligation hereunder and this Agreement shall terminate,upon notice to Holloway from the County. <br /> 7. Representations and Warranties-by Holloway. Holloway represents and warrants to County <br /> that: <br /> (a) Holloway owns the Property in fee simple, free of all monetary liens and judgments except as <br /> disclosed to County. <br /> (b) Holloway has all requisite power and authority to execute this Agreement, the closing <br /> instruments listed in Section 3 hereof, and any other instruments required to be delivered by Holloway <br /> under the terms of this Agreement, <br /> (c) The conveyance of the Property pursuant hereto will not violate any private restriction or <br /> agreement or to Holloway's actual knowledge without investigation or inquiry any applicable statute, <br /> ordinance,governmental restriction or regulation. <br /> (d) During the tern of this Agreement,Holloway shall not have executed or created any contract, <br /> option, easement, covenant, condition, restriction, lien or encumbrance with respect to the Holloway <br /> Lot or any portion thereof or have made any physical changes to Tract 1, <br /> f <br /> f�4 <br />