AG 2006 05 15 - Laserfiche WebLink

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(a) Seller has the lawful right, power, authority and capacity to sell the Property in accordance with the terms, provisions and conditions of this Agreement, and pursuant to the terms of NCGS ~ 160A-269. (b) There are no actions, suits or proceedings pending or threatened against, by or affecting Seller which affect title to the Property or which question the validity or enforceability of this Agreement or of any action taken by Seller under this Agreement, in any court or before any governmental authority, domestic or foreign. (c) The execution of and entry into this Agreement, the execution and delivery of the documents and instruments to be executed and delivered by Seller on the Cl0sing Date, and the performance by Seller of Seller's duties and obligations under this Agreement and of all other acts necessary and appropriate for the full consummation of the purchase and sale of the Property as contemplated by and provided for in this Agreement, are consistent with and not in violation of, and will not create any adverse condition under, any contract, agreement or other instrument to which Seller is a party or, any judicial order or judgment of any nature by which Seller is bound; and this Agreement, and the covenants and agreements of Seller under this Agreement, are the valid and binding obligations of Seller, enforceable in accordance with their terms. (d) Seller has "good and marketable fee simple title" as defined herein, to the Property. (e) On the Closing Date, either (A) there will be no indebtedness to any contractor, laborer, mechanic, materialman, architect, engineer or any other person for work, labor or services performed or rendered, or for materials supplied or furnished, in connection with the Property for which any such person could claim a lien against the Property; or (B) Seller will provide at Closing such a~surances, and collateral therefor, as Purchaser's title insurer requires to insure Purchaser's title to the Property without exception therefor. (f) Th~ Property is currently exempt from ad valorem taxes. To the extent ad valor~m taxes for the current year are assessed upon the transfer of title, those taxes ~hall be prorated pursuant to paragraph 6 of this Agreement. (g) Seller will deliver on the Closing Date all documents and instruments required by this Agreement and perform all acts necessary or appropriate for the consummation of the purchase and sale of the Property as contemplated by and provided for in this Agreement. Seller acknowledges and agrees that no examination or investigation of the Property by or on behalf of Purchaser prior to Closing shall in any way modify, affect or diminish Seller's obligations under the representations, warranties, covenants and agreements set forth in this Agreement. G-8 Page 8 of 18