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 14 (a) Delivery of Seller Closing Documents. Seller shall deliver to the Title Company in escrow, as provided for in Section 10 above, on or before Closing, Seller Closing Documents; and (b) Representations and Warranties. The representations and warranties of Seller contained in this Agreement shall have been true when made in all material respects, and shall be true in all material respects at and as of the date of Closing as if such representations and warranties were made at and as of Closing, and Seller shall have performed and complied in all material respects with all covenants, agreements and conditions required by this Agreement to be performed or complied with by Seller prior to or at Closing. If any of the conditions set forth in this Section 13(a) & (b) are not met at the time of Closing, then Buyer shall have the option (to be exercised in its sole discretion, but not later than the time scheduled for Closing, as so extended) either to (i) waive the requirement for satisfaction of the unsatisfied conditions and proceed to Closing without abatement or reduction of the Purchase Price, (ii) declare this Agreement terminated, and upon such termination all rights and obligations of the respective parties under this Agreement shall be null and void, except as otherwise expressly provided in this Agreement with respect to rights and obligations that survive a termination, or (iii) exercise its remedies under Section 9(b) above in the event the failure of the condition(s) precedent to be satisfied is due to Seller’s material default of covenants or agreements required by this Agreement to be performed or complied with by Seller prior to or at Closing. In no event shall it be deemed a default by Seller if the condition set forth in Section 13(b) is not satisfied because Seller is unable to restate the representation or warranty as of Closing through no fault of Seller. 14. Conditions to Seller’s Obligations. Seller’s obligation to deliver title to the Property shall be subject to compliance by Buyer with the following conditions precedent on and as of the date of Closing: (a) Payment of Purchase Price. On the Closing Date, Buyer: (i) shall deliver to Seller the Purchase Price, as adjusted pursuant to Section 2; and (ii) cause delivery of the Maintenance Payment to Seller; (b) Delivery of Buyer’s Closing

he Closing Date, Buyer: (i) shall deliver to Seller the Purchase Price, as adjusted pursuant to Section 2; and (ii) cause delivery of the Maintenance Payment to Seller; (b) Delivery of Buyer’s Closing Documents. Buyer shall close title to all of the Property and deliver all of the documents required of Buyer hereunder; and (c) Representations and Warranties. The representations and warranties of Buyer contained in this Agreement shall have been true when made, in all material respects, and shall be true in all material respects at and as of the date of Closing as if such representations and warranties were made at and as of Closing, and Buyer shall have performed and complied in all material respects with all covenants, agreements and conditions required by this Agreement to be performed or complied with by Buyer prior to or at Closing.