Township Council Meeting — Agenda

the Purchase Price. As employed herein, the term “a substantial part of the Property” shall be deemed to mean (i) a part of the Property consisting of ten (10%) percent or more of the total area of the Property, or (ii) a part of the Property consisting of less than ten (10%) percent of the total area, but which renders the Property unsuitable for redevelopment. 17. Broker. Seller and Buyer each warrant and represent to the other that each has had no dealings, negotiations or communications with any brokers or other intermediaries in connection with this Agreement or the sale and purchase of the Property. If any claim is asserted by any person, firm or corporation claiming a commission and/or finder’s fee with respect to the sale and purchase of the Property resulting from any act, representation or promise of either Seller or Buyer, such party shall indemnify, defend and save harmless the other party from such claim. This representation shall survive Closing. 18. Dismissal of Court Action. The Parties agree that as further consideration for this Agreement and the payment of the Purchase Price by Buyer, that the Court Action shall be dismissed against Buyer only with prejudice, by the filing of the executed Stipulation of Dismissal with Prejudice of the Court Action against Buyer only in the form as set forth in Exhibit B. Seller shall execute and deliver such Stipulation to counsel for Buyer within ten (10) days of the Effective Date, which Stipulation shall be held in escrow by counsel for Buyer to be filed upon the Closing and payment of the Purchase Price by Buyer. 19. Notices. All notices hereunder shall be in writing and shall be deemed to have been properly given if personally delivered or sent by certified mail, return receipt requested, postage prepaid, or by private overnight express carrier, such as Federal Express, next business day delivery, charges prepaid, or by electronic mail with proof of delivery and receipt, addressed as follows: Seller at: Estate of Donald J. Carroll c/o Executor, S.M. Chris Franzblau, Esq. Nagel Rice LLP 103 Eisenhower Parkway Roseland, New Jersey 07068 Email:

Nagel Rice LLP 103 Eisenhower Parkway Roseland, New Jersey 07068 Email: cfranzblau@nagelrice.com Buyer at: Township of West Orange Attention: John O. Gross, CFO 66 Main Street West Orange, New Jersey 07052 Email: jgross@westorange.org 11 #13069278.1 #13244508.1