Contract Review and Annotation: TOPIC: Assume you are tasked with reviewing the attached contract. You work for Gozo Holdings, LLC ("Gozo") a company that manufactures and sells specialty adhesive products. Gozo sells its products throughout North America from its factory in New Brunswick County, North Carolina. Ten years, as Gozo was considering building an additional manufacturing facility it purchased several undeveloped parcels of real estate in Southern North Carolina. It ultimately decided to build a new facility in a Southwest Louisiana, but has retained the parcels it purchased in Southern North Carolina, including an 80-acre parcel commonly known as Valetta Grove, in New Brunswick County. Gozo Holdings, LLC is approached by a local real estate investor, Elizabeth Danby (Danby), who wants to purchase Valetta Grove. Gozo and Danby agree on a price of $1,250,000 for the parcel. Danby does not currently have sufficient cash to purchase the parcel but tells Gozo that she is working with two of the local banks to finance the purchase of the property. Gozo's comptroller searched for a contract on the internet, found a form agreement, and made some modifications to it to adapt it to the contract between Gozo and Danby. Questions: (1) Whether the Purchase Agreement memo is legally significant regarding any contact rule or principle? (2) identify whether the paragraph favors Gozo, favors Danby, or provides equal benefits to both parties, and why you believe the paragraph favors Gozo or Danby? (3) identify if the paragraph contains any erroneous, vague, or ambiguous terms or language. In each numbered paragraph below in the Real Estate and Purchase Agreement state weather: 1)fully explain why the paragraph is legally significant (i.e., what contract law rule or principle learned in this course is implicated in the paragraph; provide authority [either a reference to a case, a rule from your textbook, or a Restatement (Second) of Contracts section] for any legal concepts you identify at work in the paragraph); (2) identify whether the paragraph favors Gozo, favors Danby, or provides equal benefits to both parties, and why you believe the paragraph favors Gozo or Danby; and (3) identify if the paragraph contains any erroneous, vague, or ambiguous terms or language. Reference : Real Estate Sale and Purchase Agreement For the Sale of Valetta Grove, New Brunswick County, North Carolina 1. Parties. Elizabeth Danby (hereafter the "Purchaser") offers to purchase, from Gozo Holdings, LLC (hereafter the "Seller") the Property, as defined below, for the Purchase Price, identified below, pursuant to each and every term contained in this Real Estate Sale and Purchase Agreement (hereafter the "Agreement"). 2. Property. Seller agrees to sell and convey, and Purchaser agrees to purchase, any interest the Seller may presently have in the real property, commonly known as Valetta Grove, more specifically described as an 80 acre parcel consisting of the northern half of the northwest quarter of section 24, in New Brunswick County, North Carolina, United States of America (hereafter the "Property"). 3. Purchase Price. Purchaser agrees to purchase the Property for $1,250,000, payable in full at the time of closing. Closing shall be scheduled at a mutually agreeable time and place within 30 days from the date of execution of this Agreement. Closing shall occur in New Brunswick County, North Carolina. 4. Acceptance. This Agreement may be accepted by Purchaser by signing and returning a fully executed copy of this Agreement to Seller on or before August 1. 5. Warranty. Seller makes the following warranties. (a) Seller owns the Property, free and clear of all liens, licenses, claims, encumbrances, easements, encroachments on the Property, and rights of way of any nature, not disclosed by the public record. (b) Seller has no knowledge of any pending litigation involving the Property. 6. Conditions. Purchaser's obligation to pay the purchase price is conditioned upon Purchaser obtaining on a real estate financing loan, including terms acceptable to the Purchaser, prior to closing. 7. Delivery. Seller shall deliver a deed to the property at the time of closing. 8. Entire Agreement. This Agreement contains the complete and final agreement between Purchaser and Seller, and supersedes any prior or contemporary negotiations or agreements of the parties. Further, no agreement or other understanding in any way purporting to modify the terms and conditions of this Agreement shall be binding upon Seller unless agreed to in writing, signed by Seller, on or subsequent to the date of this Agreement. 9. Governing Law. This Agreement shall be construed, interpreted and enforced in accordance with the laws of the State of North Carolina. 10. Disputes. In the event Purchaser breaches any portion of this agreement or Seller is otherwise required to pursue any remedy for any conduct arising out of this agreement, Purchaser agrees that Seller shall be entitled to any costs, including attorney fees and litigation expenses, incurred by Seller in pursuing any remedy against Purchaser