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HomeMy WebLinkAboutSW1170501_Purchase Agreement_20170517CommercialAl►iance AGREEMENT FOR PURCHASE AND SALE OF REAL PROPERTY 113 a=_serer." North Carolina Association of R54LTORSr THIS AGREEMENT. including any and all addenda attached hereto ("Agreement"), is by and between a(n) Nc LLC ("Buyer"), and (individual or State of fomtation and type of entity) ANDERSON EADE TRUSTEE- ANDERSON M K TRUST a(n) ("Seller"). (individual or State of rormaiion and type of entity) FOR AND IN CONSIDERATION OF THE MUTUAL PROMISES SET FORTH IiEREIN AND OTHER GOOD AND VALUABLE CONSIDERATION. THE RECEIPT AND SUFFICIENCY OF WHICH ARE HEREBY ACKNOWLEDGED, THE PARTIES HERETO AGREE AS FOLLOWS: Section 1. Terms and Definitions: The terms lined below shall have the respective meanin. liven them as set forth adjacent to each ;crn. (a) "Proncrty": (Address) 10517 Boylston H , Mills Ri nr NC 28759 Plat Reference: Lot(s) n/a , Bleck or Section nIa , as shov+m on Plat Book or Slide n/a at Pages) n/a n/a County, consisting of n/a acres. Q If this box is checked, "Proper' shall a= that property described on Exhibit A auachcd hereto and incorporated. herewith by reference. (For information purposes: (i) the UN parcel number of the Property is: 9519-54-0173 and. (ii) some or all of the Property, consisting of approximately 50.3 acrm is described in 'Dead Book 789 , Page No. 327 1 Hondoraor, County.! toprther with all buildings and improvements ncanwu and all fixtures and appurtenances tltcrc[o and all personal property, i; an,;, itemirxd on Exhibit A. S $599, 000.00 (b) "Purchase Price" shall nn a the sum of Five Hundred Ninety -Nine Thousand Dollars, payable on thejoflowing terms: S 6,000.00 (i) ^Earnest Money_• shalt moot Six Thousand Dollars or terms 3[ follows: n/a Upon this Agreement becoming a contract in .accordance with Section 14, the Earnest Money shall he promptly deposited in escrow with (name of person�cntity with whom deposited), to be applied as part payment of the Purchase Price of the Property at Closing, or disbursed as ageed upon under the provisions of Section 10 herein. Page I of 8 3 This form jointly approved by: STANDARD FORM SWT North Carolina Bar Association Rcvlced 78013 North Carolina Association of REALTORS@>, In ii] 7/7-U16Buycr Initials IW3 Seller Initials ;.v,.uz nuc.�.c.- ir•:c•>a�v r..n='vurt AaJx w:c-rt,rC _:.sui {� r •-¢�__ix t..v ... . K fM.WYO uVl=cdsrrn ,^,r:uGts�lLD;ori'I+...nA{<w Rma. frvum�.'a'tliys�i'<`] "r__s4�ti,SSv: ® ANY EARNEST MONEY DEPOSITED BY BUYER IN A TRUST ACCOUNT MAY BE PLACED TN AN INTEREST BEARLNG TRUST ACCOUNT, AND: (check only ONF box) O ANY INTEREST EARNED THEREON SHALL BE APPLIED AS PART PAYMENT OF THE PURCHASE PRICE OF THE PROPERTY AT CLOSING, OR DISBURSED AS AGREED UPON UNDER THE PROVISIONS OF SECTION 10 HEREIN. (Buyer's Taxpayer Identification Number is: n/a 1 ® ANY INTEREST EARNED THEREON SHALL BELONG TO THE ACCOUNT HOLDER IN CONSIDERATION OF THE EXPENSES INCURRED BY MAiNT,4)NING SUCH ACCOUNT AND RECORDS ASSOCIATED THEREWITH_ 5 n/a (ii) Pmcccds ora new town in the amount of Dollar; fora term of n/a ytm, With an amorticaaion period not to exceed ria ycan, of an intcrest atc not to exceed n/a % per annum with mcntgage loan discount points not to exceed n /a of the loan amount, or such other terms as may be set forth on Exhibit B. Buyer shalt pay a19 core associated with any such loan. S n/a {iii) Delivery of a promixson• note secured by a decd or trust said promissory note in the amount of Dollars being payable over a term of n a years, with an atnorfi=ion period of n a year,_ payable in monthly installments of principal, together with accrued interest on the outctmding principal balance at the rate of percent ( n/a %) per annum in the amount of S n/a , with the first principal pavmtent heginning on the first day of the month next succeeding the date of Closing, or such other terms as may he set fonh on Exhibit 8--A-, anv time, the promissory note may be prepaid in whole or in part witbout penalty and without ftuther inttxer,'t on the amounts prepaid from the date of such prepayment (NOTE: In the event of Buyers Subsequent default upon a promissory note and decd of trust given hereunder. Sellers remedies may be limited to foreclosure of the Property. If the deed of trust given hereunder is subordinated to senior Financing, the material terms of such financing must be set forth on Exhibit B_ If such senior Financing is subsequently foreclosed, the Seller may have no remedy to recover under the note) S n/a (iv) AmImpfron of that unpaid obligation of Seller secured by a decd of trust on the Property. such obligation having an outstanding principal balance of S n(a and evidenced by a note bearing interest at the rate of percent n/a %) per annum, and a current payment amount of S n/a .The obligations of Buyer under this Agrc�meni are conditioned upon Buyer being able to assume the cxistin� loan described above. If such assumption requires the icnder's approval- Buyer agrees to use its best ct?eris to secure such approval and to advise Seller immediately upon receipt of the lenders decision. Approval must be granted on or before _ n/a . On or before this date, Buyer has die right to rerninaie this Agreement for failure to be able to assume the loan dascribcd above by delivering to Scllcr xvrittcm notice of termination by the above date, time being of the tcrence . If Buyer delivers such notice, this Agreement shall be null and void and Earnest Money shall be rfundcd to Bwcr. 11' Buy.--. fails to deliver such notice, then Buyer will be deemed to have waived the loan condition. UnIGs provided otherwise in Section 3 hereof, Buyer shall pay all fees and costs associated with any such assumption, including any assumption fee charged by the tender. At or before Closing, Seiler shall assist to Buyer all interest of Seller in any current rescn•cs or escrows held by the lender, any property managcmcnt company ari&or Seller, including but not li-nited to anv tenant improvement reserve,. !easing, commission reserves, security deposits and operating or capital reserves for which Seller shall be credited said amo=Ls at Closing. S _ 593, 000.00 (v) Cash, balance of Purchase Price, at Closing in the:nnouat of Fi.vo Huadread Ninoty—Thra Then d Dollars. le ' of'S Buyer Initials Sealer Injot. ' STANDARD FOR.'K 580-T Revised 712013 Rw�ccs rtittn=Ri` Z r1 =�ptj�x 16o7C FRtaMk RraC.frora.rthigaaAO^D7,2016 .y p,.x �.nn. UNIP (c) i shall mean the date and time of recording of the deed. Closing shall occur on or before n/a or30 days from end of Examination Period (d) "Contract Date" me= the date this Agreement has been fully executed by both Buyer and Sella. (c) "Examination period" shall mean the period beginning on the tirsz day after the Contact Date and extending throu�Jt through 11:59pm (INised upon time at the locale of the Property) on ,07 TLtIE LS OF TA ESSF,vCF_ AS TO TNF_ FX,01fX,1 TION PERIOD. (i) "Broker(s)" shall mean: Loolrine G1aaa Realty LLC ("Luting Agency"), Robart Clay ("Listing Agent" - License " ) Acting as: E] Sellers Agent: F-1 Dual Agent and I3aots-- LLC f' "Selling Agency"). John Monroe ("Selling Agent"- license 4243107 1 Action as: ® BuyeYs Agent; Seller's (Sub) r\gent; ® Dual Agent (g) "ScBcr's Notice Address., shall be a$ follows: except as came may be changed pursuant to Section 12. !h) Muvet's Nntice Add_res<" shall be as follows: 17 Arlington Street, Asheville :aC 28801 except as same may be changed pursuant to Section 12. (i) If this block is marked, additional terms of this Aprccment are set forth on Exhibit B attached hereto and incorporated herein by reference. (Note: Under North Carolina law, real estate agents arc not permitted to draft conditions or contingendes to this Agi-cement) Section 2. Sale of Property and Payment of Purchase Price: Seiler agce to sell and Buyer ayees to buy the Property for the Purchase Price. Section 3. Proration of Expenses and Payment of Costs: Seller and Bu}cr a`:ptx: that all property tars (on a calendar yur b:sisj, leases, rents mortGage payments and utilities or arnv other assumed liabilities as detailed on attached Exhibit B, if any, $hall be prorated as of the date of Closing. S-llcr shall pay for preparation of a deed and all other documents necessary to perform Seller's obli:�utions under this Ar,roemcni., excise tax (revcnue stamps), any deferred or rollback taxes, and other convcyancc teas or taxes required by law, and the following: Pace 3 of 3 Buyer in rials ~l Seller Initials STANDARD FORM 580-T f Revised 7/_013 u0 7r2016 a:cd=ca w:a t.,FonrO by ziptoqu 'sola Kmec, M, arid. Fr,:.er. acrhi�an asa2e MW-;� a Qw tt!.tp Buver shall pav recording costs, costs of ;my title search, title instuance, survey. the cost of any. inspections or invcvfigarions undo taken by Buyer tmdcr this A`rt-ct Ong and the following[ P�' it auur Frey ru own artomeV s tees. Section 4. Deliveries: Seiler ages to osc best clTorts to deliver to Buyer as won as reasonably possible after the Contract Date copies of all information relating to the propem• in pression of or available to ScHcr, including but not limited to: title insaraace polic;es (c:nd copies of any documents rcfcnmced therein), srnvcys_ soil test r'oorts, znvironenattal stavcys ar r`'FU't- site pians, civt3 dtawinc.,, building plans maintenance records and copies of all presently effective warranties or service contracts related to the Property. 411, autthor zvs (1) any a[uomcy presetttly or previously representing Seller to rcltuese and diseloac any title insurance policy in such attorney's file to Buyer and both Buyas and Scllcrs agents and attomcys; and (2) the Property's title insurer or ifs agent to release and disclose all materials in the Propem's title insurers (or title insurers agent's) lilt to Buyer and both Buyers and Selicrs' nents and attorneys_ If Buyer does not consummate the Closing for any reason other than ScUcr default, then Btner shall reran ,n Seller a;! an:neriaJs dclPvered by Sd7a to Suver pursuant Ea this 3ecaon S (or Section i, if asplicable)_ if any. and shall, upon Sellersreques. Provide to Seller copies of (subject to the owmarship and copyright interests of the prcpa= [hecto[) any and all studies, reports, sur cvx and other information rclatinlq directly to the Property prepared by or at the rcqua. t of Buyer, Its cmployzcs and agents, and shag. deliver to Seller, upon the release of the Barnes[ Moncy, copies of all of the fore-, ing without any warranty or rcprzsenirtion by Huyr, as to the content, accuracy or correctness thereof. Section 5, Evidence of Title: Sella a,rees to convey fee simple marketable and insurable title to die Property without execpriou far mwba;tties` [lens, leas and clear oral! Sicns, ancumbr...nccs and defect,, of title other thas fa) zonia� ordiaanaa affecting the Proper". (b) [,exalt•: (ifappGpble) and (c) tnaGers ofracord cdsYiag at Tito Contract t?ate chat are not objected to by Buyer prior to the end of the E.eam,nat,on Period (^Permitted Elceptions'); provided that Scaler shall be required to satisfy, at or prior to Closing, any encumbrances. ihatnto or r be satisfied by the payment of a fixed sum of money, such as deeds of trtut mort3ages or statutory liens. Sclicr shaU not enter into or retard any insirumcmt that at2ects the Property (or any personal propem; listed on Exhibit A) after the Contract Date without rl, prior written consmi of Buy u. which consent shall not be unrt svnabiy withheld, conditioned or ddavtd. Section 6_ Conditions: This Aya=ctt and the nynts ted obtit tions of the parties aider, this Agrecm.ait are hacbv made cxpra.,i. conaitioncd upon fin hllmcnt (or waiver by Boyo, w•herher explicit or implied) of the fo0ow•mg conditions: (a) (YSg Loan: The Buyer must be able to obtain the loan. if any, rete eased n Section I(b)(ii). Buye mon be able ru obtain a firm commitment for dais Ivan on or before n/a , effective throw;h the date of C7osin . Buser agrees [o use its best dTotts [o secure such comm'stmrni and to advise Seller immediately upon receipt of lender's decision_ On or before chs above date. Hover has [he r:g hr to c -emirate this AC;reemcnt for `a;Iu^: to Obtain the Icon rcfrcnced its Section 1(bXii) delis crin, to Seiler wriacn nonce of termination by the above elate, mete being; of the ecvence . IT Buyer delivers such notice, this Agreement shall be null and void and Earnest Money shall ba: rcftmdcd to Buyer. If Buyer fails 10 deliver such notice, then Buyer will be deemed to have waived the loan condition. Notwithstanding the foregoing, after the above date, Seller may request in writing from Buyer a copy of the commitment letter. If Buver fails to provide Stller a copy of the commiunent letter within five (5)days of Sellof receipter's request, thea Seller May this Ao:Ccatent by written notice to Buyer err any time thereafter, provided Seller has not :hen n;ccived a copy of the commitment letter, and Buver shall recent a rttarn of Earnest '4 cr cr% (b) Qualifiartion-fDrr Fin.p6n, If Buyer is to assume any indebtedness in connection with payment of u c Purchase Price Buyer agrees to use its best efforts to qualify for the assumption. Should Buyer fail to qualify, Buver ;:hall notify Seller in writin_:- immediately upor. Iznders decision, whereupon this Agrearicni shall terminate, and Buva shall nYeive a nnurn of Famut Mona.. (c) Title Examination- Alicr the Contract Date. Buyzr shall. at Buva's cv�pensC cause a Title cam; nation to be made Of0u, :'ropc'ty bCIOrC the sod of the 1',mina'con Period In the evert that cosh title ex ninatior, shall chow thsr Sciiar:. t. le is nr;t :r; simple marketable and insurabic, subject only to Permitted Eceprioas, then &neer shalt promptly notify Seller in writing of art such title defects and exceptions, in no case later than the end of the Examination Period and Seller shall have thirty (30) days to cure said noticed defects. if ScIIa does not cure the defects or objections within thirty (30) days of notice thereof. then Buyer may terminate this Aa;rccmcnt and recent a return of Earnest Monev fnotwithstanding that the Fx=mttion Period ma fwy have expired). If Buyer ;, to -x:h:tcz title insurance, the oxalurias. company must be licensed to do business in the state in which the Properzv is located- -title to the proparn must be ittsumbie at re_,'ular rales, subject only to standard cxecptions and Permitted Escatn7 ns. (d} tiame C.Qnditiog,it the Property is not in subsrentia7ly the same condition at C:lo>ing a,, of the date of the otFer. reasonablc wear and tear excepted, then the Buyer may (i) terminate this Agreariat and receive a renin of the tamest Money or (ii) proceed to Closir, whereupon Buyer shall be mtiticd to receive, in addition to the Property any of the Sellers insurance proceeds payable on account of the damage or destruction applicable to the Propcny. c - of s Buyer Initials Seiler tnitials ' S"i'AIVD.ARD FORM 58(-T Revised ?,2013 poMuc W m ZNfG�.itD 72016 '�J �Rtu7ux 1ECTt) fJ•sen A.tno Rene. Fra2r, umcnx.,�n 48074 wQyi.ufl.�.r6.D ;3'vi4• (c) Inxnectioos: Buyer, its agents tar representatives, at Buyers expense and at r,;asomblc times durirt; normal busiacs, hours, shall have the right to enter upon the- Property for the purpose of inspecting, examining, performing soil boring and other testing, conducting timbzr cruises., and surveying the Property . Buyer shall conduct all such on-site inspections, examinations, soil boring and Other taring, timber cruises and surveying of the Property in a good and workmanlike manner, shall repair any damage to the Propem- cauScd by Ruyce% entry and on-site inspections and shall conduct same in a manner that does not unreasonably interfere wilt Sellers my tenant's use and enjoyment of the Property. In that respecL Buyer shall make reasonable efforts to unor dzrtakz on-site inspcetioor outside of the hags any icnant'; business is open to the public and shall ;ive prior notice to any tenants of any entry onto any tenants portion of the Property for the purpose of conducting inspections, Upon Sellers mqucsl., Buyer shall provide to Sr11eY evidence of general liability insurance. Buyer 'hall also have a right to review and inspect all coturact-c or oche, agreements affc:-ting or related directly to the Property and shall be entitled to revilne -such books and records of Scllcr that mlate dh-ci;,Ly w to operation and maintenance of the Property. provided, however, that Buyer shall not disclose any information rc�ding this Pnypzrty (or any Rnant therein) unless required by law and the same shall be rtgarded as confidential to any person, except to it attornerys, accuunti;nL., lenders and other professional advisors, in which case Buyer shall obtain their ad student to maintain such confidentiality. RLO'% assumes all responsibility for the acts of itself, its a(;cntc or represent Lives in exercising its rights under this Section 6(c) and :n, to mclLnmify and hold Seller harmless from any damages resulting therefrom. This indemnification obligation of Buyer shall sure ive the earlier or rlirr termination of this AgreemCrlL Buyer shall, at Buyers cxP=sc, promptly repair :coy damage to tide Propcnn causes: by Buyer's entry and on-site inspections. Except as provided m Section 6(c) above, Buycr shall have from the Contract Date throug}: rite end of du 1�xamination Period to perforin the above inspections. examinations and tasting. IF BUYER CHOOSES NOT TO PURCHASE THE PROPERTY, FOR ANY REASON OR NO REASON, AND PROVIDES AYRITrFN NOTICE TO SELLER THEREOF PRIOR TO THE EXPIRATION OF THE EXAMMATiON PERIOD, THEN THIS AGREE!N'ENT SHALL TERVITNATF AND BUYER SHALL RECEIV E A RETURN OF THE EARNEST MONEY. Section ?. Leases (Check one ofrhe roltoning, as applicable): ❑ If this box is checked Seller a14:rmutivch rzarcscnm and ants that there are no i,eaa< ('as hcreinafLcr de,=ned) affecting rhe Propcm. p If this box is checked, Seller discloses that there are one or more leases affecting the Property (oml or written, recorded or not - "Lcasrs") and the following provisions are hereby, made a part of this Agretment. (a) A list of all Leases shall be set forth on Exhibit B: (b) Scllcr shall de6vzr copies of any l.tasec to Buyer gunuant to Section 4 ac if the L.aasts were listzd ihcmir.: ic) Sclicr represents and warrants that as of the Contract Date there :are no current defaults (or dry exiling situation which - 'I ith the passage of time, or the diving of notice. or both, ornr the election of tither landlord or tenant could constirute a detmlt) either by Seller. as landlord or by any tenant under any I,rase (-Lcac Default-). In the event there is any Luse Default as of the Contract late Seiler agtecs to provide Buyer with u detailed do ,",Lion of the situation in accordmrcc with Section 4. sclicr agrees rot :0 cornn:t a Lease Default as Landlord after LL1 Contract Date, and agrees hsthcr to nous% Buller inefEatciy in the cymt a i�cai Dcf=It arises or is claimed, asserted or thrcateted to be asserted by either Sethi -ora tena;n under the Lcasc. id) In addition to the conditions provided in Section 6 of this Agreement. thin Agreement and tie rights and obligations of :he Darlics under this Agrccmm', are hereby made expressly conditioned upon the assignment of Sellers interest in any Lease to Bmcr in font and content acceptable to Buyer (with tenant's written consent and aclatowicdgcment, if required under the Lease), and Seller agrees to use its best efforts to effect such assignment Any ascigmmunt required under this Section 7 shall be requ;rcd «+ he dcfivered at or before Closing by Sclicr in addition to those deliveries required under Section I I of dais Agreement. (c) Scllcr atrecsto dcfiver an assignmcnr or any Lease at or before Closing, with nn) }ecurity dcpo::its held by Stller under am Leases to be mansferred or credited to Buyer az e: ixfore Closing_ Seller also agrees to execute ;tad deliver (and work dili;Fetttly to obtain any tenant si6nattares necessary for amp) any estoppel ccrti5ctes and subordination nondi.a+*bance and atiornnI agrcementS in such form as Saver may nwsonably reque-a. Stadion S. Environmental: Setter represtnIs and ,irrants that h has as actual kaowicdge of the prtsmcc or disposal, exrx'pt as it accordance with applicable law, within the building. Oron the Property of haasdous or toxic waste or substances, which aro defined as those substances, materials, and w2sta, including, her not limited to, those substance, materials and wastes listed in the United Statcs Department of Tnnsportation Hazardous Nlatenafs Table (49 CFR Pan 172.101) or by the Environmental Protection Agenry as ha-rurdous substances (40 CFR Pmt 302.4) and wnendments thereto, or such substances, materials and wastes, which are or becorne regulated under sty applicable forst, state or federal law, including, without limitation, any material, waste or substance which is (i) Petroleum, (ii) asbestos, (iii) polychlorinated biphenyls, (iv) dcsignared as a Hazardous Substance pun-umt to Section 311 of the gyps S iS Buyer initialsl v J Seller initials S AJNDARD FORM `34-T Revised 7i2013 Clean Water Act of 1977 1.33 U.S.C. §132J) or Beed pursuant to Section 307 of the Cican Water Act of 1977 (33 11,S.C. §1317). (v) defined as a hazardous waste punant to c tion 1004 of the Resource Conservation and Recovery Aa of 1976 (42 U.S.C- ;6903) or inn) defined as a hazardous substance pursuant to Section 101 of the Comprehensive Enviroamental Response. Compensation and (.lability Act of 1980 (42 US C. ;9601)_ Seller has no actual lmowledge of any coataminatian of the Property Crom such su ,-=ccs as may have beca disposed of or stored on neighboring tracts. Section 9. Risk of [.t dDamagclRepair. Until Closing„ the risk of loss or damage to the Property, except as otherwise provided herein, shall be home by Seller. Except as to maintaining the Property in is same condition. Seller shall have no responsibility for the repair of the Property, including any improvements, unless the parties hereto agree in writin}- Section 10. Farncst Money Disbursement: In the event that any of the conditions hereto are not wtistied, or in the event of a breach of this Agreement by Seller. then the &rncst Money shall be returned to Buyer, but such return shall not a07ect any other remedic: available to Buyer for such breach, in the event this offer is accepted and Buser breaches this Ag.-ecatcnt, then the Farncst \torics, shat; tx fonfdtcd, but such forfeiture shall not affect any other remedies available to Seller for such breach. NOTE: in the event of a dienubt bc;tiv�.;.,t Seiler and Buycr over the realm or forfeiture of Eamcs Money held held in escrow by a licetl licensed real cstztc broker. .c banker required by state law to retain said Eamrst?one;' in its tntc or escrow account until it has obtained a written release from the patio consenting to its disposition or until disbutx-mcnt is ordered by a coat of competent jurisdiction, or alternaiively, the party boldmu etc Ea ricst N4oney may deposit the disputed monies with tike appropriate clerk of court in accordance with the provixiens of \.C; the §93A-12. Section 11, Closing: At or before Closing, Scller shall deliver to Buyer a,, octal wamnty deed unless otherwise spccilicd on Exhibit B and other documents cu<tmnarily executed or delivered by a seller in similar transactions, including without limitation. a bile of salt ,or any personalty, listed on Exhibit A. an ownes affidavit lien waiver forms (and such other lion related documentation as chal€ Perron the Property to be convcvcd free and clear of any claim for mexhanies' liens) and a ren -for igns-Gatas affidavit (pursuant to the Foreign tan -anent in Real Prop`rty Tax Act), and Buyer shall pay to Seller the Purchase Price. A ClasiriG. the Eamcst Mons, sled be applied ss past of the Purchase Price_ the Closing shalt br corsduGetl by Bm-ds aramey^ or harrcilad in such other manner ai the pazi� hereto may mutually asrcee in azizht„ Possession shat; he delivered at Closing unless ather%vi c awed herein. The Purchase Price aid other funds to be disbursed pursuant to this Ag reamcnt shall not be disbursed until Closing has taken place. Section 12. Notices: finless otherwise provided herein. all notices and other communications which may be or are required to be giv= or made by any party to the other in. connection hcrcvvith shall be in writing and shall be decmcd to have been properly given and received on the date delivered in per; or deposited in the united Sties mail, registered or certified, return receipt requested, m the addresses set out in Section I(g) as to Setter and in Section I(h) as to Buyer, delivered in accordance herewith. or at such other addresses as specified by written notice Section 13_ Entire: Agrennent_ This Agtextnent canstirutcs t.F.e 'i, and entire arsccrrtrnt arnaa:, dee parties 1tcn to steed no modificstian of this A„mment shaft be binding:mlaa in writing and signed by all panics hereto. Tec invalidity of one or more provisions of this Agrecmert shall not affect the validity of any other provisions hereof and this Agre-mcnt shall be construed and enforced y if such invalid provisions were not included. Section 14. Enforceability: This A47ecment shah become a contract when signed by both Buyer and Seller :and such lignin, is communicated to both panics; it being expressly agreed that the notice described in Section 12 is not required for ctTectivc communication for the purposes of this Section 14. The panics actatowdedge and agree that (i) the initials lines at the bottom of each page of this Agteernent are merely evidence of their having revfewcd the terms of each page, and (ii) the complete execution of such initials lin<s shall not be a condition of the effectiveness of this Agreement This Agreement shall be binding upon and inure to the benefit of the parties. their heirs, successors and assigns and their personal representative. Section 15. Adverse information and Compliance with tarwc (a) ScIfer Knowledec: Seller has no actual knowledge of (i) coadeatnation(s) affecting or cortcmplatcd with rc+pcct to the Progeny: (ii) attions. suits or proceedings pending or threatened against the Property: (iii) changes contemplated in any applicable laves, ordinance or restrictions affecting the Property; or (iv) governmental special assessments, either pending, ar coolumed, for sidew311ti paving, wader, sewer, or other improvements on or adjoining the Property, and no pending or conftcd owners association �pcciai as_cessmcnts, except as follows (Ins 'N'one” or L14:identification f any matter; relating to t through _. A-Jk ... 'ie? 1-11 _h, _ %� -v O ch (iv) abase. ifsrt- ,p¢ � arc 6 of 8 Buyer initial-, �r 5.,yt Seller tnitn is STANDARD FORM Slip -T Revised 712013 7!1016 anaaecnn surge npFp-nig ty �pL,sx t eats Finsen Mtge Raa;t. F reser. rnd,:�a, a3ar.1 'MLWJot cox c^.m ut,u, Note: For purposes of this Agreement, a "confirmed- special assessment is defined as an assessment that has been approved by a govermncntal agency or an owncrc association for the purpose(s) staled, whether or not it is fully, payable aI time of closing. A "pending" special assessment is deleted as an astcsQncni that is under formal consideration by a governbg body. Seller shall pay all owaca' association accessments and all governmental assessments confirmed as of the date of Closing, if any, and Buyer shall take title subject to all pending assessmatts disclosed by Seller herein. if any. Seller represents thW the regular owners' association dues. `any. are- S per ib) Qmoliaaer: To Settees actual knowledge. (i) Seller has complied with all applicable taws. ordirtances, regulaoon„ ,tatutm rules and restrictions pertaining to or affecting the Property. (ii) performance of the Apreement will not result in the breach of. constitute any default under or result in the imposition of any lien or encumbrance upon the Property under any agreement or other in.trumrnt to which Seller is a party or by which Sallcr or the Property is bound, and (iii) there arc no legal actions, suits or other le -gal or administrative proceedings pending or Uuzatrnrd against the Property, and Seller is not aware of any facts which might result in any such action, suit or other proceeding. Section 16. Survival of Representations and Warranties: All representations, warranties, covenants and agreements made by the parties hacto shall ,urNivc the Closim,� and delivery orthe decd. Seller shall, at or within six (6) months after the Closine„ and without further consideration, cxxule, acknowledge and dcliva to Buyer such other documents and instruments, and talc such other action as Buyer may reasonably, request or as may be necessary to more of cctively riansfcr to Buyer the Property described herein in accordance with this Agreement 4rtion 17. Applicable Irn': This A-rxment snail be consisted under the laws of the stauc in which the Property is loctrcd. This form ,lab only been approved for use in North Carolina. Section 13. Assignment: This Agnrnrnt is liecty assignable unless otherwise cxpresxly provided an Evhabit 8, Section 19. Tax -Deferred Exchange: In the event Buyer or Seller desires to effea a tax-deferred exchange in connection with the cunvcryance of the Property, Buyer and Seller ajgee to cooperate in effecting such cxchungc: provided, however, that the exchanging party shall be responsible for all additional costs associated with such exchange, and provided further, that a non -ex, chutging party shall not assume any additional liability with respect to such tax-deferred exchange. Seller and Buyer shall execwc such additional documents, at no cont to the non -exchanging pain, as shall be required to -live effect to this provision. Section 20. Manoraudum of Contract: Upon request by either party, the parties hereto shall execute a memorandum of contract in recordable form setting forth such provisiom hereof (other than the Purchase Price and other sums due) as either party may wish to incorporate. Such memorandum of contract shall contain a staicment that it automatically terminates and the Property is released from any effect thereby as of a specific date to be stated in the memorandum (which specific date shall be no later than the date of Closing). The abet of recording such menorandum of contact shall be home by the party requesting excoutioa of saac. Section 21.:l utbority: Each s gatuory to this Agrcment represents and warrants that he or sb,- has Ccl3 authority to agn th e :lee, irni and suck instruments as may be nese-sazy to cf cctuate any transaction contemplated by this Agreenent on behalf of the pam, for whom he or she signs and that his or her si}mztttre binds such pam. Section ?Z. Brokers: Except as expressly provided het -Erin. Buyer and Seller agree to indemnify and hold each other harmless Iron any and all claims of brokers, consultants or real vtate agents by, through or under the indemnifying pain for ft's or commission:: arising Out of the sale of the Property to Buyer. Buyer and Seller represent and warrant to each other that (i) except as to the F;rai:et^.; dtrtiymated under Section I (f) of this Agreement, they have not employed nor engaged any brokers, coosultants or real estate agem s to be involved in this transaction and (ii) that the compensation of the Brokers is established by and shall be --ovcmcd by separate agreements entered into as amongst the Broken, (lie. Buyer and -or the Sclicr. Section 23. Attorneys Fees: if legal proceedings are instituted to enforce any provision of this Agreement. the prevailing parry in the proceeding shall be entitled to recover from the non-pmvailinq parryreasonable tmorncys fees and court costs incurred in connection with the prnece;Jing- C] EIFSSYNTHETIC STUCCO: If the adjacent box is checked, Seller discloses that the Property has been clad previously t64tcr in %N hole or in pa^.) with an 'cueior imulatiag and t'mishir.` sys:.em' commonly known as "EfFS" or 'svnthet>c s~uocu Sollcr maks ao reprc,ent3ti(tn or watran46 rcgding such system and Buycr is advised zo maize its own indcpendeat dctamiaa6ons b+:^,h ret:p pct to condiriors related :o or occasioned by the existcnee of such materials at the Property. c7 R Buyer Initials Seller initials STANDARD FORM MO -T Revised 7P013 y� 7/'_016 Producod with zjOForm9 try zct.ttp. 19070 FOionn Milo Ram, F=er. MiCn,,aan-08026 55bV- plot7Rccrt lWil ADDENDUM A Examination Period- Seller and Buyer agree to the following schedule and fees during examination period: Contact Date to February 28, 2017 — S 0.00 March 1, 2017- $ 500.00 April 1, 2017 - 5 500.00 April 30, 2017 $ 500.00 Examination fees will apply to settlement at dosing on the buyers behalf. Deliveries - Debris to be removed from the site prior to May 14, 2017. Debris would include but not limited to: irrigation equipment, all pesticide sprayers and bottles, all visqueen/ plastic sheeting covering the beds, wooden tomato stakes, and any other materials left by the commercial farming operation. 1TIC NORTH CAROLINA ASSOCIATION OF RRALTORS '. INC. AND THE NORI II CAROLINA BAR ASSOCIATION NNIAKf NO RrPRrSENTATION ,1STO 1111'. LEGAL VALTD17T OR ADEQIL4CY OF ANY PROVISION OF THIS FORM IN ANY SPECIFIC TRANSACI ION, H. YOU DO NOT UNDEItS'P.4NU THIS FORM (,)It 1`14h], 'I IT DOES MOT PROVIDE FOR YOUR LEGAL NEEDS- YOU SHOULD CONSI)LT A NORTH CAROLINA REAL F.STATL• A'T-1'O[i.N[;Y BEFORE YOU SIGN IT, k` BUYER: SF I.LHR: Individual Datt•: Dmc: IPusinmv R;ntity PMP [ioldinr3:: Li.0 n! (mc Enli4y). N;in1L`[Marlc Hrwok5 I Wv: M'mob,, Man�Qe� Dom: November 14 2015 Individual (� Date: I#usines F_nlily (Name of Entity) py: Name: Title: Date: The undersi„ned Itercly acknowle',ig s receipt orthe Earnest Moncy set forth herein and a2rm to hold said E:Irncst Nlot, yin accordance with the tcrnns hereof. BMP HOLDING LLC PH. 828-232-4700 712 MERRIMON AVE // 592, ASHEVILLE, NC 28804 Pay to the Date 66-112/531 Order of ,71x��'l�/ A� �( X $�i2CLe �D 1p r� Dollars e o BRANCH BANKING AND TRUST COMPANY ASHEVILLE, NORTH CAROLINA For _ s _ UP3 I Produced b+111 tIpFurOrrypY toL•c��s 180701IP1QQlW1 PPM, Fn�,er, Mie an -0 Gvnuoinrvasrwennwewoy ni fi ..y is\11' ADDENDUM A Examination Period- Seller and Buyer agree to the following schedule and fees during examination period: Contact Date to February 28, 2017—$ 0.00 March 1, 2017-$ 500.00 April 1, 2017 - $ 500.00 April 30, 2017 - $ 500.00 Additional Examination Period —Seller agrees to extend Examination Period until June 30, 2017 in exchange for an additional $1500.00. Seller will execute permit application document for Brooks Engineering to acquire storm water permits (for 10517 Boylston Hwy, Mills River, NC), limited to acquisition of permits and not construction or disturbance, from the State of North Carolina as required by the Town of Mills River to be granted Tiny House Project entitlements by said township. Seller agrees to extend closing date until July 15, 2017. Total examination fees will be $3000.00 and will be applied to closing. (/ v Deliveries - Debris to be removed from the site prior to May 14, 2017. Debris would include but not limited to: irrigation equipment, all pesticide sprayers and bottles, all visqueen (plastic sheeting) covering the beds, wooden tomato stakes, trash, and any other materials left by the commercial farming operation.