2563-19 Agreement of Sale - Rock Spring Club to West Orange 2-13-19 Final.pdf

2019.02.13 Rock Spring Club to West Orange 2-13-19 11 (d) Transfer Tax Documents. All transfer tax statements, declarations and filings as may be necessary or appropriate for purposes of recordation of the deed; (e) Title Affidavit. Title affidavit executed by Seller substantially in the form and containing the terms set forth on Exhibit B annexed; (f) Entity Consent. Such other documents, as reasonably requested by Buyer’s title insurance company, with respect to Seller entity’s approval of this Transaction; (g) FIRPTA. A certification of non-foreign status in the form and containing the terms set forth on Exhibit E annexed, duly executed and acknowledged by Seller; and (h) Additional Documents. Such other documents, instruments, certifications and confirmations as are provided for in this Agreement, or as may be reasonably required by Buyer’s title insurance company. At Closing, Buyer shall deliver the Purchase Price to Seller, as adjusted pursuant to the terms of the Agreement, and shall execute and deliver execution counterparts of the closing documents referenced above which require Buyer’s signature, authorization documents with respect to Buyer’s entity, as reasonably requested by Seller or the Title Company, as well as such other documents, instruments, certifications and confirmations as are provided for in this Agreement or may be requested by the Title Company. Closing shall be held in escrow through the mail by delivery of the closing documents to the Title Company on or prior to Closing or such other place or manner as the parties hereto may mutually agree. 11. Seller’s Representations. Seller represents and warrants to Buyer as follows: (a) Due Organization. Seller is duly organized (or formed), validly existing and in good standing under the laws of its state of organization. As of the Closing, Seller shall be authorized to consummate the Transaction and fulfill all of its obligations hereunder and under all closing documents to be executed by Seller, and shall have all necessary corporate power to execute and deliver this Agreement and all closing documents to be executed by Seller, and to perform all of Seller’s obligations hereunder and thereunder. Neither the execution and delivery of this Agreement and all closing documents to be executed by Seller, nor the performance of the obligations of Seller hereunder or thereunder, will result in

under. Neither the execution and delivery of this Agreement and all closing documents to be executed by Seller, nor the performance of the obligations of Seller hereunder or thereunder, will result in the violation of any law or any provision of the organizational documents of or will conflict with any order or decree of any court or governmental instrumentality of any nature, or agreement, of which Seller has actual knowledge and by which Seller is bound; (b) FIRPTA. Seller is not a “foreign person” under the Foreign Investment in Real Property Tax Act of 1980 (“FIRPTA”) and upon consummation of