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<br />yy <br />• <br />AGREEMENT OF PURCHASE AND SALE <br />(OFFICE BUILDING) <br />THIS AGREEMENT OF PURCHASE AND SALE ("Agreement") is made and entered into, <br />effective as of the Date of Agreement (as hereinafter defined), by and between TELESIS <br />CONSTRUCTION MANAGEMENT, LLC, a North Carolina limited liability company ("Seller"), and <br />ORANGE COUNTY, NORTH CAROLINA, a body corporate and politic and a political subdivision of <br />the State of North Carolina ("Purchaser").. <br />WITNESSETH THAT: <br />WHEREAS, Seller is the owner of the Property (as hereinafter defined); and <br />WHEREAS, subject to the terms and conditions set forth below, Seller desires to sell the Property to <br />Purchaser and Purchaser desires to purchase the Property from Seller. <br />NOW, THEREFORE, in consideration of the agreements contained herein and other good and <br />valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto <br />covenant and agree as follows: <br />SECTION 1. Pro e .Subject to the provisions of this Agreement, Seller shall sell to Purchaser <br />and Purchaser shall purchase from Seller the following property: <br />1.01 All of that certain tract or parcel of land located in Hillsborough, Orange County, <br />North Carolina, as identified and described in the attached EXIFIIBIT A, together with the Building (as <br />hereinafter defined) and any and all other improvements and fixtures now or hereafter located thereon, and <br />any and all other rights and easements appurtenant thereto (collectively the "Real Property"). <br />1.02 All equipment, machinery, appliances, fixtures (not a part of the Real Property) and <br />other tangible personal property owned by Seller attached to or located on the Real Property and necessary <br />for the occupancy, use and/or operation of the Real Property for its intended purpose(s) (collectively the <br />"Equipment"). <br />1.03 All local, state and federal permits, licenses, certificates (including certificate(s) of <br />occupancy) and approvals necessary to occupy, use and/or operate the Real Property for its intended <br />purpose(s) (collectively the "Permits"), to the extent assignable or transferable. <br />1.04 All site plans, surveys, soil and substrata studies, architectural drawings, plans and <br />specifications, engineering plans and studies, floor plans, environmental studies, assessments or <br />examinations, landscape plans, and other plans and studies of any kind in Seller's possession that relate to the <br />Real Property. Seller makes no representations or warranties with respect to these documents. <br />1.05 All keys and other materials of any kind in Seller's possession necessary for the <br />occupancy, use and/or operation of the Property for its intended purpose(s). <br />1..06 All rights, titles and interests of Seller in and to any condemnation award made or to <br />be made in respect of the Real Property; and Seller shall execute and deliver to Purchaser, at Closing (as <br />• <br />