AG 2008 08 18 - Laserfiche WebLink

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Commissioners, as provided under Section 28 below, Buyer shall deposit with Chicago Title Insurance Company, in Charlotte, North Carolina, Attention: Scott Mansfield (the "Title Company") as earnest money to bind this Agreement, the sum of $25,000.00 (the "Deposit"). The Deposit shall be refunded to Buyer in the event Buyer elects to terminate this Agreement under the terms and conditions defined herein; otherwise, it shall be applied to the Purchase Price at Closing. 5. INSPECTION PERIOD. Buyer shall be under no obligation to purchase the Property or otherwise perform under this Agreement unless Buyer determines the Property to be, in all respects, suitable for its intended purposes. The decision as to whether the Property is suitable for its intended purposes shall be the sole decision of Buyer, determined in the absolute discretion of Buyer, with Buyer's decision being final and binding upon both parties. If Buyer elects to terminate this Agreement for any reason other than a default by Seller, Buyer shall deliver to Seller a copy of any reports, maps, surveys, title information or title reports obtained by Buyer in its inspection of the Property. Unless extended as provided below, Buyer shall have ninety (90) days from the effective date of this Agreement to notify Seller of its termination of this Agreement due to Buyer's determination that the Property is unsuitable (the "Inspection Period"). If Buyer so elects to terminate this Agreement prior to the expiration of the Inspection Period, Seller and the Title Company shall be obligated to return the Deposit to Buyer as provided in Paragraph 4, with neither party having any other rights or obligations under this Agreement except as specifically set forth herein. Seller shall cooperate and assist Buyer in obtaining all permits, assurances and approvals from state, municipal, county and federal authorities necessary for Buyer to satisfy itself during the Inspection Period of the suitability of the Properly. Seller hereby grants to Buyer, its contractors, agents and employees, the right and license to go on the Property from the effective date of this Agreement until Closing or the earlier termination of this Agreement for the purpose of conducting surveys, tests, inspections, evaluations and samplings that Buyer may require in its assessment and inspection of the Property; provided, however, if Buyer elects to terminate this Agreement, Buyer's right and license to enter upon the Property shall also terminate. Subject to the foregoing, Buyer shall indemnify and hold harmless Seller for any losses or damages incurred by Seller as a result of activities on the Property by Buyer or Buyer's contractors, agents and employees, which indemnity shall include reasonable attorneys' fees incurred by Seller. 6. SURVEY AND TITLE INSURANCE. A. Survev: During the Inspection Period, Buyer shall cause a boundary survey of the Property to be prepared at Buyer's expense by a surveyor designated by Buyer (the "Survey"), The metes and bounds description of the Property resulting from the Survey shall appear on the survey plat and be incorporated therein. B. Title Insurance: Buyer shall be under no obligation to purchase the Property from Seller unless the Title Company shall deliver to Buyer at Closing an Owner's Policy of Title Insurance from the Title Company, at Buyer's cost and expense, based upon a commitment for title insurance that has been found to be satisfactory to Buyer for the subject Property (the "Commitment"). Buyer shall be responsible to obtain the Commitment from the Title Company prior to the expiration of the Inspection Period. The Commitment shall identify the Property and easements appurtenant thereto by the legal description set forth on the Survey. To satisfy the requirements hereof, the Commitment shall be accompanied by legible copies of all exceptions to title referred to therein. The Title Insurance Policy to be issued pursuant to the Commitment shall contain endorsements stating (i) all of the parcels comprising the Properly are contiguous (if the Property is comprised of more than one parcel) and that the Property is contiguous to any property containing easements appurtenants thereto, (ii) that the Property abuts the public street(s) immediately adjacent thereto and has direct and valid full and unrestricted access thereto z WCSR 3614883v5