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DocuSign Envelope ID:D7761FC7-83D0-409C-910D-CEF50900F346 <br /> (b) This Contract shall inure to the benefit of,and be binding upon the parties <br /> hereto, their heirs, successors, administrators, executors and assigns. Purchaser may assign this <br /> Contract prior to Closing without the prior written consent of Seller. <br /> (c) This Contract constitutes the sole and entire agreement between the parties <br /> hereto, and no modification of this Contract shall be binding unless signed by all parties to this <br /> Contract. <br /> (d) This Contract may be executed in separate counterparts. It shall be fully <br /> executed when each party whose signature is required has signed at least one counterpart even <br /> though no one counterpart contains the signatures of all of the parties. <br /> (e) The"date hereof'or"date of this Contract"wherever used herein shall mean <br /> the Effective Date. <br /> (f) This Contract is intended to be performed in accordance with and only to the <br /> extent permitted by all applicable laws,ordinances, rules and regulations. If any provision of this <br /> Contract or the application thereof to any person or circumstance shall for any reason and to the <br /> extent be invalid or unenforceable, the remainder of this Contract and the application of such <br /> provision to other persons or circumstances shall not be affected thereby but rather shall be enforced <br /> to the greatest extent permitted by law. This Contract shall be governed by and construed in <br /> accordance with the laws of the State of North Carolina. <br /> (g) This Contract represents the entire agreement and understanding between the <br /> parties relating to the subject matter hereof and supersedes all prior agreements, oral or written, <br /> between the parties,if any,relating to the subject matter. Except as set'forth in the Contract,neither <br /> Seller nor Purchaser has made any representations or warranties to the other party. <br /> (h) This Contract represents the result of negotiations between Seller and <br /> Purchaser, neither of whom has acted under duress or compulsion and each of whom has had the <br /> opportunity to consult with counsel of its own choice. Consequently,the provisions hereof shall be <br /> interpreted and construed in accordance with their usual and customary meanings, and all parties <br /> waive any rule that any ambiguous or conflicting provisions be construed against the party who <br /> caused tiffs Contract to be drafted. et <br /> 17. AS IS.WHERE IS. PURCHASER ACKNOWLEDGES AND AGREES THAT(A) <br /> THE PROPERTY SHALL BE SOLD,AND PURCHASER SHALL ACCEPT POSSESSION OF <br /> THE PROPERTY ON THE CLOSING DATE,"AS IS,WHERE IS,WITH ALL FAULTS",WITH <br /> NO RIGHT OF SETOFF OR REDUCTION IN THE PURCHASE PRICE EXCEPT AS SET <br /> FORTH IN SECTION 5; (B)EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES <br /> SET FORTH IN SECTION 13 AND FOR THE SPECIAL WARRANTY OF TITLE IN THE <br /> DEED,NEITHER SELLER NOR THE SELLER RELATED PARTIES(AS DEFINED BELOW) <br /> HAVE OR SHALL BE DEEMED TO HAVE MADE ANY VERBAL OR WRITTEN <br /> REPRESENTATIONS OR WARRANTIES(WHETHER EXPRESS,IMPLIED,STATUTORY OR <br /> OTHERWISE)TO PURCHASER WITH RESPECT TO THE PROPERTY,ANY MATTER SET <br /> FORTH, CONTAINED OR ADDRESSED IN ANY DOCUMENTS OR MATERIALS <br /> REGARDING THE PROPERTY DELIVERED TO OR OBTAINED BY PURCHASER <br /> (INCLUDING THE ACCURACY AND COMPLETENESS THEREOF)OR THE RESULTS OF <br /> THE INSPECTIONS;AND(C)BY CLOSING ON THE PROPERTY,PURCHASER SHALL BE <br /> DEEMED TO HAVE CONFIRMED INDEPENDENTLY ALL INFORMATION THAT IT <br /> CONSIDERS MATERIAL TO ITS PURCHASE OF THE PROPERTY. PURCHASER <br /> SPECIFICALLY ACKNOWLEDGES THAT,EXCEPT FOR THE REPRESENTATIONS AND <br /> 9 <br /> PPAB 6064213v5.doc <br />