Township Council Meeting — Agenda

without limitation the New Jersey Department of Environmental Protection (“NJDEP”) and the United States Environmental Protection Agency (“EPA”). Seller will obtain all necessary permits or approvals from applicable governmental authorities that are required for any testing or investigations of the Property conducted by Buyer, including, without limitation, all necessary approvals from NJDEP with respect to any soil borings or similar intrusive testing. Seller shall deliver to Buyer, without charge, copies of all environmental reports, certificates, permits, licenses, plans and title documentation relating to the Property that are in Seller’s possession. Buyer shall make copies of all of the newly acquired documents and provide them to Seller. C. Options For Addressing Environmental Issues. If Buyer determines that there are environmental issues requiring remediation, engineering and/or institutional controls and/or continued monitoring of the Property, the Parties may mutually agree upon a reduction of the Purchase Price in an amount estimated to be required to address such environmental remediation. In the event that the Parties cannot reach agreement upon a reduction of the Purchase Price, Buyer may terminate this Agreement. 6. Closing. Closing (“Closing”) shall occur on August 31, 2022(the “Closing Date”), subject to satisfaction of the Conditions Precedent to Buyer’s Obligation more fully set forth in Section 7 below and any mutually-agreed upon extension of such Closing Date. 7. Conditions Precedent to Buyer’s Obligation. Buyer’s obligation to purchase and accept the Property under this Agreement is expressly conditioned upon satisfaction of all of the following conditions, any one or more of which may be waived by Buyer, at Buyer’s sole and exclusive option: A. Buyer shall have a period of thirty (30) days after the Effective Date (the “Due Diligence Period”), to inspect the Property and be satisfied, in its sole and absolute discretion, with its Due Diligence Investigation, including, without limitation, the physical condition of the Property, with the books, records and files relating to the Property, the environmental condition of the Property and with such matters related to the acquisition of the Property as the Buyer deems appropriate in Buyer’s sole discretion.

to the Property, the environmental condition of the Property and with such matters related to the acquisition of the Property as the Buyer deems appropriate in Buyer’s sole discretion. B. Within the Due Diligence Period, Buyer shall have determined that soil and underground conditions of the Property shall be found by Buyer to be structurally and environmentally sound and uncontaminated, and suitable in all other respects for Buyer’s intended use of the Property. C. Within the Due Diligence Period, Buyer shall have obtained a Survey of the Property that does not disclose (i) any easement, rights-of-way or restrictions that would interfere with Buyer’s intended development of the Property, or (ii) any discrepancies or conflicts in boundary lines, shortages in area or encroachments. D. All of Seller’s representations and agreements set forth in Section 13 shall be true and correct or performed in all respects as of the date of this Agreement and as of the date of Closing as though made on and as of the date of Closing. 4 #13069278.1 #13244508.1