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<br />of all of the property except the "Building Tract" (as defined below) at closing.
<br />The improvements located on the "Building Tract" are currently occupied by
<br />various agencies of Seller and Seller will need up to two (2) years after closing
<br />to arrange alternative offices for such agencies. The period of time after
<br />closing during which Seller continues to occupy the "Building Tract" is
<br />hereinafter referred to as the "Occupancy Period." Seller shall have the right
<br />to occupy the "Building Tract" (and the improvements thereon) rent free for up
<br />to two (2) years after closing. Upon delivery of exclusive possession of the
<br />"Building Tract" to Buyer, Buyer shall pay Seller the $140,000.00 due Seller
<br />pursuant to Paragraph 4.01 above. During the Occupancy Period, Seller shall be
<br />solely responsible for all upkeep, repair and maintenance of the "Building Tract"
<br />including, without limitation, payment for any and all utilities used thereon.
<br />During the Occupancy Period, Seller shall be responsible for any and all claims,
<br />obligations, damages, responsibilities, costs and expenses (including court costs
<br />and reasonable attorneys~ fees) arising out of, relating to or in any manner
<br />connected with the use or occupancy of the "Building Tract" by Seller, its
<br />employees, agents, contractors or invitees except as may be the result of the
<br />negligence or misconduct of Buyer, its employees, agents, contractors or
<br />invitees. During the Occupancy Period, Seller shall use the "Building Tract"
<br />solely for the purposes for which it is currently being used unless Buyer
<br />otherwise consents in writing signed prior to any such additional use of the
<br />"Building Tract." During the Occupancy Period, Seller shall not use, store or
<br />handle any hazardous materials on the "Building Tract" except in full compliance
<br />with all applicable laws and Seller shall not permit anyone else to use, store
<br />or handle any hazardous materials on the "Building Tract." As used herein the
<br />term "Building Tract" shall mean the approximately one-acre portion of the
<br />property shown cross-hatched in black on the map attached hereto as Exhibit At
<br /> 5. Parties; Assignment; Terms. This Option shall be binding upon and
<br />shall inure to the benefit of the parties and their heirs, successors, and
<br />assigns. This Option and all rights hereunder may be assigned by Buyer. As used
<br />herein, words in the singular include the plural and the masculine, feminine and
<br />neuter gender each include the other, as appropriate.
<br /> 6. Inspection Privileges Prior to Closing. From the date of this Option,
<br />Buyer and its authorized agents, representatives or employees shall be entitled
<br />to go upon the property at reasonable times to make such engineering and soil
<br />tests and other inspections and tests as Buyer deems necessary or advisable.
<br /> 7. Evidence of Title. Seller agrees to exercise its best efforts to
<br />deliver to Buyer as soon as reasonably possible after the date of this Option,
<br />copies of all title information in possession or available to Seller, including
<br />but not limited to: title insurance policies, attorney's opinions on title,
<br />surveys, covenants, deeds, notes and deeds of trust, and easements relating to
<br />the property.
<br /> 8. Eminent Domain. If prior to the Closing all or any part of the property
<br />is taken by eminent domain or if condemnation proceedings are commenced, Buyer
<br />shall have the option by written notice to Seller, to terminate this Option and
<br />receive an immediate refund of the Option Money. If Buyer does not elect to
<br />terminate this Option, it shall remain in full force and effect, and Seller shall
<br />assign, transfer and set over to Buyer at the closing all of Seller's right,
<br />title and interest in and to any awards that may be made for such taking.
<br /> 9. Survival. Any provision herein contained which is by nature and effect
<br />required to be observed, kept or performed after the closing shall survive the
<br />closing and remain binding upon and for the benefit of the parties hereto until
<br />fully observed, kept, or performed.
<br /> 10. Entire Agreement. This Agreement contains the entire agreement of the
<br />parties and there are no representations, inducements or other provisions other
<br />than those expressed in writing. Ail changes, additions or deletions hereto must
<br />be in writing and signed by all parties.
<br /> 11. Counterparts. This Option is executed in multiple counterparts with
<br />an executed counterpart being retained by Buyer and Seller. Any party may cause
<br />this Option to be recorded.
<br /> 12. Applicable Law. This Option shall be governed by and construed in
<br />accordance with the laws of the State of North Carolina.
<br /> 13. Captions and Headings. The captions and headings throughout this
<br />Option are for convenience and reference only and the words contained therein
<br />shall in no way be held to define or add to the interpretation, construction or
<br />meaning of any provision of this Option.
<br /> 14. Brokerage Commission. Seller and Buyer each represent and warrant to
<br />the other that, to the best of their knowledge, information and belief, no
<br />brokers or finders are or shall be entitled to a commission or other compensation
<br />as a result of the transactions contemplated hereby, and Seller and Buyer each
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