BC 1992 09 21 - Laserfiche WebLink

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76 be performed by BUYer, then the Option Money shall be forfeited and retained by Seller as full and complete liquidated damages. 4. Contract Upon Exercise. Upon exercise, the terms and conditions of purchase and sale shall be as follows: 4.01. Purchase Price. The Purchase Price shall be Two Million One Hundred Fifty Thousand and No/lO0 Dollars ($2,150,000.00), payable as follows: (t) Two Million Ten Thousand and No/100 Dollars (2,010,000.00) in cash or by check satisfactory to Seller at closing, and (ii) One Hundred Forty Thousand and No/100 Dollars ($140,000.00) in cash or by check satisfactory to Seller upon Seller's delivery of possession of the "Building Tract" (as defined in Paragraph 4.06 below). 4.02. Ad Valorem Taxes. Ad valorem taxes on the real property shall be prorated on a calendar year basis to the date of closing. 4.03. Other Conditions. A. There must be no restriction or easement that would prevent use of the property for shopping center purposes. B. The property must be rezoned to B2 from its current zoning of O-1 and, once the rezoning has been obtained, no change in such zoning shall be pending or threatened at the time of closing. Such rezontng shall be undertaken by Buyer at its sole expense. Seller shall cooperate fully with Buyer's efforts to rezone the property. C. Seller must deliver title to all of the property at closing by general warranty deed and title must be indefeasible, fee simple and marketable, free of all liens and encumbrances except only ad valorem taxes for the current year (prorated as provided in 4.02 above), and such other encumbrances as may be specifically approved by Buyer. D. Seller shall furnish at closing an affidavit and indemnification agreement in form satisfactory to Buyer showing that all labor or materials, if any, furnished to the property within 120 days prior to the date of closing have been paid and agreeing to indemnify Buyer against all loss from any cause arising therefrom. E. The property must have legal access to a public right-of-way. F. The property must be in substantially the same condition on the date of closing as on the date of this Option. Seller agrees not to take any action whatsoever which would adversely affect the value or title to the property prior to closing. G. Risk of loss by fire or other casualty prior to closing shall be on Seller. H. Seller's obligation to perform under this Option is subject to the upset bid procedures and other provisions set forth in North Carolina General Statutes Section 160A-269 (the "Statute"). Buyer hereby expressly acknowledges its awareness of the Statute. In the event Buyer is not the successful bidder for the property under the Statute, then this Option shall terminate and all Option Money (together with interest thereon as provided in Paragraph 3 hereof) shall be refunded in full to Buyer. Seller agrees to give the notice required under the Statute to start the upset bid process within five (5) business days after receipt of Buyer's notice of its election to exercise the Option granted under this instrument. I. Seller's obligation to perform under this Option also is subject to Seller's being able to locate an alternate location for the Cabarrus County Agricultural Fair, Inc., ("Fairgrounds~) satisfactory to Seller and the Fairgrounds within the 60-day period immediately following the date of this Option as appearing on the first page hereof. Seller shall use its best, good faith efforts to locate a suitable location for the Fairgrounds within said 60- day period. If Seller fails to find such location for the Fairgrounds within said 60-day period, this Option shall terminate and all Option Money shall be refunded to Buyer with interest as provided in this Option. 4.04. Closing Expenses. Seller shall pay for the preparation of a deed and for revenue stamps required by law. Buyer shall pay for recording the deed° Except as may otherwise be stated herein each party shall bear its own expense or expenses, including its own attorney's fees. 4.05. Closing of Sale and Purchase. Ail parties agree to execute any and all documents and papers necessary in connection with closing and transfer of title and to close such transfer on or before the expiration of thirty (30) days following the date on which the upset period set forth in the Statute shall have expired with Buyer's offer as set forth in this Option being the offer accepted by Seller, and such closing shall be held in the offices of counsel for Seller in Concord, North Carolina, or at such other time and place as the parties may mutually agree. 4.06. Delivery of Possession. Seller shall deliver exclusive possession