AG 2010 09 20 - Laserfiche WebLink

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(h) Seller is not aware of any facts that would adversely affect COUNTY's intended use of the Property as a nature ]reserve, wildlife sanctuary, park, or other conservation holding. (i) Seller is a Limited Liability company duly formed and validly existing under the laws of the State of North Carolina. Seller has full power and authority to enter into this Agreement, and to convey the Property to COUNTY in accordance with the terms of this Agreement. 0) This Agreement has been duly authorized by all necessary action on the part of Seller and has been duly executed and delivered by Seller and the documents to be delivered by Seller at the Closing will be duly authorized by all necessary action on the part of the Seller and will be duly executed and delivered by Seller. All of the representations and warranties contained in this Agreement shall survive, and be enforceable after, the Closing Date. Seller agrees that the truthfulness of each of the foregoing matters is a condition precedent to COUNTY's performance under this Agreement, and all of the foregoing matters shall be deemed repeated at Closing. Upon the breach by Seller of any representation or warranty made in this Paragraph 19, COUNTY may, prior to the Closing Date, terminate this Agreement and receive the return of the Option Fee. The foregoing remedy is not intended to be an exclusive remedy of COUNTY. 20. Condemnation If any taking pursuant to the power of eminent domain is threatened or occurs before the Closing Date as to all or any portion of the Property, including any access or other easements benefiting the Property, or a sale occurs in lieu thereof, COUNTY may elect either to: (a) terminate this Agreement by delivery of written notice of termination to Seller within ten (10) days after written notice from Seller of the condemnation or threat thereof; or (b).proceed to Closing, in which event all proceeds, awards and other payments arising from any such taking or sale of the Property shall be assigned to and paid to COUNTY, without any adjustment of the Purchase Price. If COUNTY elects to terminate this Agreement, the Option Fee shall be returned to COUNTY. 21. Defaults and Liquidated Damages If COUNTY defaults under this Agreement, the sole remedy of Seller shall be to retain the Option Fee as liquidated damages, it being agreed that Seller's damages in the event of a default by COUNTY would be difficult to estimate precisely and that the Option Fee constitutes the parties' best estimate of such damages. If Seller defaults under this Agreement, COUNTY shall be entitled to exercise all remedies available to it at law or in equity, including, without limitation, an action for specific performance (and if COUNTY is successful in obtaining specific performance, Seller agrees to indemnify COUNTY for all COUNTY's costs and expenses, including, without ]imitation, reasonable attorneys' fees and court costs, incurred in such action), and COUNTY may terminate this Agreement and receive an immediate refund of the Option Fee. Notwithstanding the above, in the event of a default by Seller, COUNTY's damages, if any, including any indemnification of costs and expenses by Seller, shall be limited to a total of Twenty Five Thousand and No /100 Dollars ($25,000.00). 22. Land Use COUNTY represents to Seller that it intends to preserve the Property in its relatively natural condition, and to use the Property for trails and passive recreation and only in a manner consistent with the preservation and maintenance of the Conservation Values of the Property. 22.1 After the development of the adjacent property currently owned by Seller, or Seller's successors or assigns, COUNTY will not unreasonably object to stormwater discharge across the Property into Creek if such discharge is in accordance with and permitted by the relevant storm water AWdgnMd number 1 F -13