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• BETWEEN SELLER AND PURCHASER, NEITHER SELLER, NOR ANY OF ITS MEMBERS,
<br />MANAGERS, AFFILIATES, EMPLOYEES, ATTORNEYS, ACCOUNTANTS, CONTRACTORS,
<br />CONSULTANTS, AGENTS OR REPRESENTATIVES, NOR ANY PERSON PURPORTING TO
<br />REPRESENT ANY OF THE FOREGOING, HAVE MADE ANY REPRESENTATION, WARRANTY,
<br />GUARANTY, PROMISE, PROJECTION OR PREDICTION WHATSOEVER TO PURCHASER WITH
<br />RESPECT TO THE PROPERTY, .WRITTEN OR ORAL, EXPRESS OR IMPLIED, ARISING BY
<br />OPERATION OF LAW OR OTHERWISE, INCLUDING ANY WARRANTY OF
<br />MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, OR ANY
<br />REPRESENTATION OR WARRANTY AS TO (A) THE CONDITION, SAFETY, QUANTITY,
<br />QUALITY, USE, OCCUPANCY OR OPERATION OF THE PROPERTY, OR (B) THE PAST,
<br />PRESENT OR FUTURE REVENUES OR EXPENSES WITH RESPECT TO THE PROPERTY.
<br />SECTION 10. Warranties of Purchaser. Purchaser represents, warrants and covenants to Seller
<br />that Purchaser is a body corporate and politic and a political subdivision of the State of North Carolina duly
<br />created, validly existing and in good standing in accordance with the laws of the State of North Carolina.
<br />Purchaser has full right, power and authority to enter into this Agreement and to consummate the purchase of
<br />the Property as provided herein, and, except for action by Purchaser necessary to obtain the approval required
<br />by SECTION 5.05 and that approval, all required action necessary to authorize Purchaser to enter into this
<br />Agreement and to consummate the purchase of the Property as provided herein has been taken.
<br />SECTION 11. Commissions.
<br />11.01 The parties acknowledge and agree that there are no brokerage fees, real estate
<br />commissions, finder's fees, acquisition costs or other compensation due to any real estate agent, broker or
<br />other third party in connection with this transaction.
<br />11.02 Seller and Purchaser do hereby represent each to the other that neither knows of any
<br />real estate agent, broker or other party involved in this transaction who is entitled to, or has a claim for, a real
<br />estate commission or fee and neither party has employed any such person. Seller and Purchaser hereby
<br />covenant and agree each with the other to indemnify and forever hold the other harmless from and against
<br />any loss, liability, costs, claims, demands, damages, actions, causes of action and suits arising out of or in any
<br />manner related to the alleged employment or use by the indemnifying party of any real estate agent, broker or
<br />other party.
<br />SECTION 12. Notices. All notices and statements required or permitted by this Agreement to be
<br />given to the parties or to either of them shall be deemed sufficiently given and delivered when made in
<br />writing and personally delivered to the parties or delivered by next day courier service (i.e. FedEx, UPS, etc.),
<br />or delivered by the United States Postal Service via certified mail, return receipt requested, postage prepaid
<br />and addressed to the appropriate party(ies) at the following address(es):
<br />If to Seller: Telesis Construction Management, LLC
<br />1000 Corporate Drive, Suite 109
<br />Hillsborough, NC 27278
<br />Attention: George A. Horton, III
<br />with a copy to:
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