Township Council Meeting — Agenda

Property is free of any such demolished buildings or structures, foundations, bulkheads, footings, excavated soils, debris from construction or demolition, or other objects or materials. U. The Property is not and has not been under Seller’s ownership occupied by an “Industrial Establishment,” as defined in the Industrial Site Recovery Act, N.J.S.A. 13:1k-6 et seq., and the rules and regulations promulgated thereunder, as same may be amended from time to time (“ISRA”). Property had been used for storage of vehicles and maintenance of vehicles. The representations and warranties as set forth in this Agreement shall be continuing and shall be true and correct on and as of the Closing Date with the same force and effect as if made at that time and shall survive the closing of title for a period of twelve (12) months. 14. Risk of Loss; Damage or Destruction. The risk of loss to the Property until the Closing shall be on Seller. In the event that the Property shall be destroyed or damages by reason of fire, storm accident or other casualty, Buyer shall have the option on written notice to Seller to either: (i) terminate this Agreement on written notice to Seller, whereupon neither Party shall have any further rights nor liabilities hereunder thereafter (except for provisions that expressly survive termination of this Agreement); or, (ii) direct Seller to assign to Buyer at Closing Seller’s right to any casualty insurance proceeds resulting from such casualty (or if such insurance proceeds are not assignable, Seller shall at Closing grant to Buyer a credit against the Purchase Price in the amount of any such insurance proceeds), in all instances with Seller providing to Buyer a credit against the Purchase Price for the amount of any applicable deductible. If Buyer elects to have insurance proceeds assigned to Buyer, Seller shall not be required to repair or replace the damaged Property nor shall the Purchase Price be abated (except that if insurance proceeds have already been paid to Seller by the Closing Date, Buyer shall be credited with the amount so paid against the Purchase Price). If Seller does not have insurance to cover any such destruction or damage or is unable to collect the insurance proceeds, then Buyer shall have the option on written notice to Seller to either (a) terminate this Agreement whereupon neither

ver any such destruction or damage or is unable to collect the insurance proceeds, then Buyer shall have the option on written notice to Seller to either (a) terminate this Agreement whereupon neither Party shall have any further rights or obligations except as otherwise set forth in this Agreement or (b) abate the Purchase Price in an amount necessary to repair or replace any such destruction or damage. Buyer shall have the right to independently insure its interest in the Property, at Buyer’s sole cost and expense. 15. [Intentionally Deleted] 16. Condemnation. In the event that the entire Property or a substantial part thereof shall have been taken by eminent domain by a federal or state governmental entity or shall be in the process of being so taken by a federal or state government, on the Closing Date, Buyer shall have the option to terminate this Agreement on written notice to Seller, whereupon neither Party shall have any further rights or liabilities hereunder thereafter (except for provisions that expressly survive termination of this Agreement). In the event any such taking shall not include a substantial part of the Property or in the event that Buyer shall not terminate this Agreement pursuant to the preceding sentence, Buyer shall accept the Property in the condition in which it is left following such taking, with an abatement of the Purchase Price measured by the proceeds of any condemnation award allowed. In the event the award has not been made or collected by Seller on the Closing Date, Seller shall assign to Buyer at Closing all rights, title and interest of Seller in the collection of such award and Buyer shall accept the Property without abatement of 10 #13069278.1 #13244508.1