Agenda - 06-23-2005-9d - Laserfiche WebLink

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lr) Relationship of the Parties: The parties agree that their relationship is that of seller and buyer and that nothing contained herein shall constitute either party the agent or legal representative of the other for any purpose whatsoever. Further, this Agreement shall not be deemed to create any form of business organization between the parties hereto; neither party is granted any right or authority to assume or create any obligation or responsibility on behalf of the other party; and neither party shall, in any way whatsoever, be liable for the debts of the other. i) Assignment: Seller may not assign its rights under this Agreement to any other entity without the prior written consent of Buyer. Buyer may not assign its rights, obligations and liabilities hereunder, except to an affiliate of Buyer, without prior written consent of Seller. Subject to the foregoing, this Agreement shall be binding upon and shall inure fo the benefit of the successors and assigns of the parties to this Agreement. j) Further Acts: Each party agrees to perform any further acts and to execute, acknowledge and deliver any documents which maybe reasonably necessary to cagy out the provisions of this Agreement. k) Brokers: Buyer and Seller each represent and warrant to the other Y1raY they have not dealt with any brokers or finders in connection with the purchase and sale of the Property, other than Lincoln Harris, to which a commission will be paid by Seller if and when Closing occurs pursuant to a separate agreement; and, insofar as such party knows, no broker or other person is entitled to any conunission or finder's fee in connection with the purchase and sale of the Property. Seller and Buyer, to the extent Buyer is pernritted to do so by ]aw, each agree to indemnify, defend and hold harmless the other against any claim incurred by reason of any brokerage fee, commission or finder's fee which is payab]e or alleged to be payable to any broker or finder because of any agreement, act, omission or statement of the indenmifying party. This indemnity shall survive the Closing 1) Notice: All notices and demands which either party is required or desires to give to the other shall be given in writing by personal delivery, express courier service, certified mail, return receipt requested, or by telecopy followed by next-day delivery of a hard copy to the following address of each party: If to Buyer: County of Orange Z00 Soutlr Cameron Sheet P, O. Box 8181 Hillsborough, Nortlr Carolina 27278 Attention: Rod Visser, Assistant County Manager Telecopy: 919-G44-.3004 with copy to: LEDAHF 123 North Main Street Belmont, North Carolina 28012 Attention: Jeff Thompson Telecopy: 704-825-8869 and to: Geoffrey E Gledhill Coleman, Gledhill, Hargrave & Peek, P.C, 129 E. Tryon Street P. O. Drawer 1529 Hillsborough, North Carolina 27278 Telecopy: 9I 9-732-7997 RALLIGIi\J547G5 4