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093 <br />a. Execute, acknowledge and deliver to Purchaser the instruments of conveyance <br />described in Paragraph 8 of this Agreement. <br />b. Execute and deliver any and all documents and papers (including those documents <br />specified above) that may be reasonably necessary in connection with the <br />consummation of the transaction contemplated by this Agreement. <br />18. Specific Performance. Should Seller default under any of the provisions of this <br />Agreement, Purchaser may demand specific performance of this Agreement. <br />19. Brokerage. The parties hereby represent one to the other that there are no real estate <br />brokers involved in this transaction. Any claim for brokerage commission due because of this sale shall <br />be dealt with exclusively by the party against whom such claim is made, and the party against whom <br />such claim is made, if any, herewith indemnifies and holds harmless the other party from such claim. <br />This provision shall survive the Closing. <br />20. Memorandum of Option. A Memorandum of this Agreement shall be recorded, <br />provided, if the Option expires without exercise, Purchaser shall, at the request of Seller, record a Notice <br />of Termination of this Agreement. <br />21. Time is of the Essence. Time is of the essence with respect to the performance of the <br />terms of this Agreement. <br />22. Notices. Unless otherwise provided herein, and excluding notice of an exercise of <br />Option to Purchase which is set forth in Paragraph 4 of this Agreement, all notices and communications <br />which may be or are required to be given or made by any party to the other in connection herewith shall <br />be in writing and shall be deemed to have been properly given and received on the date delivered in <br />person or two days after deposit in the United States mail, registered or certified, return receipt <br />requested, to the addresses set out in Paragraph 9 as to Seller and Purchaser, or one day after deposit <br />with a reputable overnight carrier such as FedEx, or at such other addresses as specified by written <br />notice delivered in accordance herewith. <br />23. Governing Law and Jurisdiction. This Agreement and all matters relating thereto shall <br />be governed by and construed and interpreted in accordance with the laws of the State of North <br />Carolina. <br />24. Binding Effect. The provisions hereof shall inure to the benefit of and be binding upon <br />the parties hereto and their heirs, legal representatives, successors and assigns. <br />25. Descriptive Headings. The descriptive headings of this Agreement are for convenience <br />only and shall not control or affect the meaning or construction of any provision of this Agreement. <br />26. Counterparts. This Agreement may be executed in one or more counterparts, all of <br />which shall be considered one and the same agreement, and shall become effective when one or more <br />counterparts have been signed by each of the parties and delivered to the other parties. <br />{N0049514.DOCX; 11 <br />