Township Council Meeting — Agenda

E. If the conditions set forth in this Section 7 are not satisfied (and not waived in writing by Buyer) in Buyer’s sole and absolute discretion on or prior to Closing (or such earlier period as set forth above), or Buyer is otherwise unsatisfied with the results of the Due Diligence Investigations, then Buyer, at Buyer’s sole option, by written notice to Seller within five (5) days after the expiration of the Due Diligence Period, may terminate this Agreement and this Agreement shall become null and void, and neither party shall have any further rights or obligations hereunder except to initiate condemnation proceedings, as set forth in Section 15. 8. Possession; Seller’s Closing Deliveries. At Closing, Seller shall execute and deliver (acknowledged where necessary) to Buyer the following: A. a fully and properly executed bargain and sale deed with covenants against grantor’s acts, in recordable form to convey title to the Property; B. an executed Affidavit of Title in form and substance reasonably acceptable to Buyer and its title company; C. an Internal Revenue Code Section 1445 Affidavit; D. a closing statement; E. written authorization approving this transaction and authorizing the Executor to take such acts and to execute and deliver such documents as are needed to effectuate same; F. a properly completed and executed Affidavit of Consideration or Exemption and a GIT/REP Form 1, 2 or 3; G. the executed Stipulation of Dismissal with Prejudice of the Court Action in the form as set forth in Exhibit B; H. a release from the Division of Taxation pursuant to the Bulk Sales Act, or a statement from the Division as to any required amounts to be held in escrow; I. an affidavit which states that Seller is not a “foreign person” as set forth in Section 1445 of the Internal Revenue Code of 1956, as amended (the “Code”); J. such other affidavits and documents as are required by the title company to issue to Buyer a title policy in the form provided for in Section 4 herein; K. a bill of sale conveying to Buyer all of Seller’s right, title and interest in and to the personal property located in, attached to, or used in

rovided for in Section 4 herein; K. a bill of sale conveying to Buyer all of Seller’s right, title and interest in and to the personal property located in, attached to, or used in connection with the Property; L. a valid assignment to Buyer of all existing assignable written guarantees and warranties issued in connection with the buildings and improvements located on the Property and all personal property; 5 #13069278.1 #13244508.1