AG 2005 08 15 - Laserfiche WebLink

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In the event that the amount of any item to be prorated is not determinable at the time of Closing, such proration shall be made on the oasis of the best available information, and the parties shall re-prorate such item promptly uRonreceipt of the applicable bills therefor ana shall make between themselves any eqUIta15le adjustment required by reason of any difference between the estimated amount used as a basis for the proration at Closing ana the ach;tal amount ~ubject to proration. In t~e event ~ny prorated item is ~ue ro;d payable at the t:me of Closmg, th~ same shall be paId at. Closmg. If any prorated Item IS not paid at Closmg, Seller shan delrver to Purchaser the bills therefor promptly upon receipt thereof and Purchaser shall be responsible for the payrnent in full tnereof WIthin the time fixed for pay~ent thereC?f and before the same sha~ oecome delinquent. I~ making the prorations reqUired by this _paragraph, the econormc burdens and benefIts of ownership of the Property for the Gosing Date shall be allocated to Seller. (b) Except as expressly set forth in this Agreement, Purchaser shall not assume any liability, indebtedness, duty or obligation of Seller of any kind or nature whatsoever, and Seller shall pay, satisfy and perform all of the same. 7. Title. (a) Seller covenants to convey to Purchaser at Cosing good and marketable fee simple title in and to tile Property. For the purposes of this Agreement, "good and marketable fee simple title" shall mean fee simple ownership which is: (i) free of all claims, liens and encumbrances of any kina or nature whatsoever other than the Permitted Exceptions, herein defined; and (ii) insurable by Investors Title Insurance Company, at then current standard rates under the standard form of ALTA owner's policy of title insurance, with the standard or printed exceptions therein deleted and without exception other than for the Permitted Exceptions. For the purposes of this Agreernent, the term "Permitted Exceptions" shall mean: (A) current city and county ad valorem taxes not yet due and payable; and (B) such other exceptions as are acceptable to Purchaser. (b) Purchaser shall have until the Due Diligence Date in which to examine title to the Proper!}' and in which to give Seller written notice of objections which render Seller's title less than good and marketable fee simple title. Thereafter, Purchaser shall have until the Cosing Date in which to reexamine title to the Property and in which to give Seller written notice of any additional objections disclosed by such reexamination. Seller shall have until ten (10) days prior to the Closing Date in which to satisfy all objections specified in Purchaser s initial notice of title objections, or to a~ee to satisfy any such objections that can only be satisfied at Cosing, and until the Closing Date in which to satisfy all objections specified in any subsequent notice by Purchaser of title objections. If Seller fails so to satisfy any such objections, then, at the option of Purchaser, Purchaser may: (i) terminate this Agreement, in which event the Earnest Money shall be refunded to Purchaser immediately upon request, all rights and obligations of Seller and Purchaser under this Agreement shall expire, anathis Agreement shall become null and void; or (ii) waive such satisfaction and performance and consummate the purchase and sale of the Property. 8. Survey. Purchaser shall have the right to cause an as-built survey (the "Survey") of the Property to be prepared by a surveyor registered and licensed in !he State of North Carolina and designate~ by -Purchaser, ~l:iich Survey shall depI~t such information as Purchaser shall ~equITe. Upon completion of a pla~ o~ the Survey, if done, Purchaser shall furnish Seller ~Ith a copy thereof. T~e ~urvey, ag~m if done~ shall be us~d as the basis for the preparation of the legal deSCrIptIOn to be mcluded m the speCIal Page 4 of 14 E-lo