2008-009 Purchasing - Telesis Construction Office Building Agreement of Purchase

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Seller within such fifteen (15) day period, or if Seller is unable to provide Purchaser with reasonable • assurance within such fifteen (15) day period that such objection will be cured at or before Closing, then Purchaser shall have the right to terminate this Agreement, in which event neither party shall have any further rights, obligations or duties to one another under this Agreement. If Seller cures or satisfies the objection within such fifteen (15) day period, or provides reasonable assurance to Purchaser with such fifteen (15) day period that such objection will be cured at or before Closing, then this Agreement shall continue in effect. Purchaser shall have the right at any time to waive any objection to any-Title Exceptions that it may have made and thereby preserve this Agreement in effect. 4.02 An assignment in a form and content reasonably satisfactory to Purchaser, dated as of the Closing Date, which assigns to Purchaser all of Seller's rights, titles and interests in and to all Contracts, Permits and other Property which Purchaser has elected to purchase and assume and which may properly be assigned to Purchaser thereby. 4.03 A bill of sale in a form and content reasonably satisfactory to Purchaser, dated as of the Closing Date, which conveys to Purchaser all of the Equipment and other Property which Purchaser has elected to purchase. and which may properly be conveyed to Purchaser thereby. 4.04 An affidavit and agreement regarding debts and liens executed by Seller and Seller's contractor(s) and dated as of the Closing Date, stating that there are no unpaid debts for any work that has been done or materials furnished to the Real Property prior to and as of the Closing Date and further stating that Seller shall indemnify, save and protect Purchaser and Purchaser's lender (if any) and title insurer harmless from and against any and all claims, liabilities, losses, damages, causes of action, and expenses (including court costs and reasonable attorneys' fees related thereto) arising out of, in connection with, or resulting from, any such debts and liens in a form and substance mutually acceptable to counsel for Seller and Purchaser. 4.05 An affidavit of title with respect to the- Real Property executed by Seller and Seller's contractor(s) in a form acceptable to Purchaser's title insurer to issue title insurance without exception for mechanics' or materialmen's or other statutory liens or for the rights of parties in possession. 4.06 To the extent available, the originals of all Contracts, Permits and other items identified in paragraph 5.01. 4.07 An affidavit stating that Seller is not a "Foreign Person" within the meaning of IRC Section 1445(f)3. 4.08 Such instruments or documents as are necessary, or reasonably required by Purchaser or Purchaser's title insurer, to evidence the authority of Seller to consummate the purchase and sale transaction contemplated herein and to execute and deliver the required closing documents, including without limitation, copies of Seller's organizational documents and the originals of such documents as are required to evidence the due authorization and approval of the transaction contemplated herein. 4.09 Such other documents as may be reasonably required by Purchaser, Purchaser's counsel, Purchaser's lender or the title insurer to carry out the terms and provisions of this Agreement. SECTION 5. Closing. • -4-