Township Council Meeting — Agenda

4. The parties desire to amend the Agreement to provide mutual indemnification provisions. Accordingly, the Agreement shall be amended to add an additional paragraph entitled Indemnification, which shall state the following: 19. Indemnification. Each party hereby agrees to indemnify, defend and hold harmless the other Party, its successors and assigns, its officers, contractors, agents, employees, servants or any of them, from and against any and all losses, damages, suits, claims, fines, penalties, costs and expenses whatsoever (including death and defense of any such claims), which it, they or any of them may directly or indirectly suffer, sustain, or be subject to, (or be held liable for) in any way arising from, connected with or growing out of this Agreement, as a result of the negligence of the indemnifying Party, its successors, contractors, assigns and any other users or beneficiaries of this Agreement. 5. The parties further agree that Purchaser shall use commercially reasonable efforts to commence construction of the Project within five (5) years of the Effective Date of this Amendment. Accordingly, the Agreement shall be amended to add an additional paragraph entitled Reversionary Interest, which shall state the following: 20. Reversionary Interest. The Bargain and Sale Deed with Covenants Against Grantor’s Acts conveyed to the Purchase by Seller at the time of closing pursuant to Paragraph 7(a) of this Agreement, shall contain the following provision: This conveyance is made on the condition that Grantee or Grantee’s assigns use commercial reasonable efforts to Commence Construction of the Project within five (5) years of the Effective Date of a certain Amendment to Purchase and Sale Agreement between West Orange Senior Housing, LLC and the Township of West Orange. For purposes of this provision, the term “Commence Construction” shall mean the undertaking of any actual physical construction of any portion of the Project (or applicable phase thereof), including demolition, site preparation, environmental remediation, construction of Improvements or construction or upgrading of

applicable phase thereof), including demolition, site preparation, environmental remediation, construction of Improvements or construction or upgrading of infrastructure. All other Capitalized terms not otherwise defined herein shall have the meanings assigned to such terms in the Amendment to Purchase and Sale Agreement, unless the context otherwise requires. If Grantee or Grantee’s assigns fails to use commercial reasonable efforts to commence construction as required above, the property conveyed herein will revert to Grantor. -4-