Township Council Meeting — Agenda

12. Buyer’s Default. Should Buyer violate or fail to fulfill and perform any of the terms and conditions of this Agreement required to be performed by Buyer and fail to consummate its acquisition of the Property, and such failure is not as a result of Seller’s default or a termination of this Agreement by Buyer or Seller pursuant to a right to do so under the provisions of this Agreement, Seller shall have all remedies available to it at law or in equity, including, without limitation, the right to bring a suit to compel specific performance of Seller’s obligations hereunder. 13. Seller’s Representations, and Agreements. Seller hereby represents, to the best of its knowledge, and agrees that: A. Seller is an estate duly formed and validly existing under the laws of the State of New Jersey. Seller has full power, authority and legal right to execute, deliver and comply with this Agreement, any other document relating thereto, and the transactions contemplated thereby. The persons executing this Agreement and all other documents required to consummate the transactions contemplated hereby on behalf of Seller are duly authorized to execute this Agreement and such other documents on behalf of Seller, and are authorized to bind Seller. B. Seller has good and marketable fee simple title to the Property. C. No contract for the sale of the Property has been made and no option to purchase the same has been given to anyone other than Buyer. Seller will not sell, mortgage, encumber or otherwise dispose of the Property or any part thereof prior to the Closing Date or termination of this Agreement, except to Buyer. D. The Seller will not permit anyone who is not, as of the Effective Date, a lawful tenant or occupant of the Property to occupy the Property subsequent to the date of this Agreement. E. Any leases, licenses or occupancy agreements affecting all or any portion of the Property shall be terminated and extinguished and any occupants shall be removed from the Property prior to Closing. Seller acknowledges that it has the contractual right to terminate such leases, licenses and/or occupancy agreements under the applicable controlling agreements thereof due to the fact the sale of the Property pursuant to this Agreement is being made under the threat of

h leases, licenses and/or occupancy agreements under the applicable controlling agreements thereof due to the fact the sale of the Property pursuant to this Agreement is being made under the threat of condemnation. Seller represents that no tenant or occupant under any lease, license or occupancy agreement has given Seller written notice of any claim, alleged default or breach on the part of Seller which remains uncured by the landlord (and Seller shall correct any such notices received prior to Closing). F. Seller shall, at Seller’s sole cost and expense, terminate all leases, service agreement or other agreements relating to the ownership, operation, management, servicing or use of all or any portion of the Property prior to the Closing Date. G. Seller represents that no person has been employed, directly or indirectly to solicit or secure this Agreement in violation of N.J.S.A. 52:34-15, et seq. 7 #13069278.1 #13244508.1