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

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i) Extension of 1994 Agreement. By June 30, 2005 Buyer and Seller agree to extend the Agreement originally dated March 1, 1994, which was modified and extended in a letter agreement between Setter and Buyer dated April 5, 2005, through the earlier of September 30, 2005, or the Closing on the same terms and conditions as set forth in the Apri] 5, 2005 letter agreement. The parties agree that in the event the Closing does not occur by September 30, 2005, the Agreement will be further extended until the earlier of such Closing occurring or this Purchase and Sale Agreement being terminated. j) Local Government Commission Approval and Financine Buyer and Seller acknowledge that the financing to conclude the purchase of the Property is subject to the approval of the North Carolina Local Govemment Commission (the "LGC Approval") and to the obtaining of financing for the purchase on terms reasonably satisfactory to Buyer. If such financing is not obtained by November 1, 2005, (or December 1, 2005, if the period for Closing is extended pursuant to Section 3), either Buyer or Seller may terminate this Agreement by written notice to the other. k) "As-Is" Sale. BUYER ACKNOWLEDGES THAT BUYER IS EXPERIENCED IN THE OWNERSHIP AND OPERATION OF PROPERTIL^.S AND THAT BUYER HAS INSPECTED OR WILL INSPECT THE PROPERTY PURSUANT TO THE PROVISIONS I-IEREOF, TO ITS SATISFACTION AND IS QUALIFIED TO MAKE SUCH INSPECTION- BUYER ACKNOWLEDGES THAT IT IS FULLY RELYING ON BUYER'S (OR BUYER'S REPRESENTATIVES) INSPECTIONS OF THE PROPERTY AND NOT UPON ANY STATEMENTS (ORAL OR WRITTEN) WHICH MAY HAVE BEEN MADE. OR MAY BE MADE. (OR PURPORTEDLY MADE) BY SELLER OR ANY OF ITS REPRESENTATIVES EXCEPT AS EXPRESSLY SET FORTH HEREIN OR IN ANY OF THE DOCUMENTS DELIVERED AT CLOSING. BUYER ACKNOWLEDGES THAT BUYER HAS (OR BUYER'S REPRESENTATIVES HAVE), OR PRIOR TO THE CLOSING DATE WILL HAVE, THE OPPORTUNITY TO THOROUGHLY INSPECT AND EXAMINE THE PROPERTY TO THE EXTENT DEEMED NECESSARY BY BUYER IN ORDER TO ENABLE BUYER TO EVALUATE THE CONDITION OF THE PROPERTY AND ALL OTHER ASPECTS OF THE PROPERTY (INCLUDING, BUT NOT LIMITED TO, THE ENVIRONMENTAL, CONDITION OF THE PROPERTY, AND BUYER ACKNOWLEDGL•.S THAT BUYER IS RELYING SOLELY UPON ITS OWN (OR ITS REPRESENTATIVES') INSPECTION, EXAMINATION AND EVALUATION OF THL^ PROPERTY. AS A MATERIAL PART OF THE CONSIDERATION FOR THIS CONTRACT AND THE PURCHASE, BUYER. HEREBY AGREES TO ACCEPT THE PROPERTY ON THE CLOSING DATE IN ITS "AS IS", "WHERE IS" CONDITION, AND WITI-I ALL. FAULTS, AND WITFIOUT REPRESENTATIONS AND WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, OR ARISING BY OPERATION OF L,AW, EXCEPT AS EXPRESSLY SET FORTH HEREIN OR IN ANY OF THE DOCUMENTS DELIVERED AT CLOSING. BUYER ACKNOWLEDGES ZHAT ANY CONDITION OF THE PROPERTY WFIICH PURCFIASER DISCOVERS OR DESIRES TO CORRECT OR IMPROVE PRIOR TO OR AFTER THE CLOSING DATE SI-IAL.L BE AT BUYER'S SOLE EXPENSE, THIS SECTION 6(K) SHALL NOT HAVE ANY APPLICATION TO SELLER'S RESPONSIBILITY IN THIS AGREEMENT WITH RESPECT TO OBLIGATIONS AS TO DELIVERY OF TITLE AND WARRANTIES OF TITLE. THE PROVISIONS OF THIS SECTION 6(k) SHALL SURVIVE THE CLOSING. 1) Cooperation, The parties agree to cooperate in good faith in connection with the implementation of the provisions of this Agreement. The foregoing agreements, representations and warranties of Seller and Buyer shall be deemed reaffirmed as of the date of Closing, but, except as expressly set forth therein, shall not survive the Closing. 7, CLOSING AGREEMENTS: a) Conditions to Buyer's Obligations: Nohvithstanding anything contained elsewhere herein to the contrary, Buyer's obligation to consununate the purchase of the Property is expressly contingent upon satisfaction of the following provisions (unless waived by Buyer): RAL EIGIIWSJ7G5 d