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 16 FAULTS AND DEFECTS AS ABOVE DESCRIBED. SELLER, ALL PREDECESSORS IN TITLE, ALL PRIOR OCCUPANTS AND OPERATORS OF THE PROPERTY, AND EACH AND ALL OF THEIR RESPECTIVE AFFILIATES, MEMBERS, HEIRS, EXECUTORS, ADMINISTRATORS, PARTNERS, SHAREHOLDERS, OFFICERS, DIRECTORS, TRUSTEES, REPRESENTATIVES, EMPLOYEES, AGENTS, LEGAL REPRESENTATIVES, PROPERTY MANAGERS, SUCCESSORS AND ASSIGNS, (COLLECTIVELY AND INDIVIDUALLY, INCLUSIVE OF SELLER, THE “RELEASEES”) ARE HEREBY RELEASED OF AND FROM ANY AND ALL CLAIMS AND CAUSES OF ACTION REGARDING, AND BUYER WAIVES ANY CLAIM AND CAUSE OF ACTION AGAINST THE RELEASEES REGARDING, COVENANTS NOT TO SUE THE RELEASEES REGARDING, ASSUMES ALL LIABILITY AND RESPONSIBILITY REGARDING, AND SHALL INDEMNIFY, DEFEND AND HOLD THE RELEASESS HARMLESS REGARDING, THE CONDITION OF THE PROPERTY, INCLUDING THE ENVIRONMENTAL CONDITION OF THE PROPERTY AND ITS ENVIRONS, REGARDLESS OF WHETHER THE CONDITION RESULTED FROM ON-SITE OR OFF-SITE ACTIVITIES OF ANY ONE OR MORE OF THE RELEASEES OR ANY THIRD PARTY, OR THE CONDITION MIGRATED FROM OR ONTO THE PROPERTY, AND REGARDLESS OF WHETHER THE CLAIM OR CAUSE OF ACTION NOW EXISTS OR IS HEREAFTER CREATED UNDER COMMON LAW, OR NOW EXISTS OR IS HEREAFTER ENACTED PURSUANT TO FEDERAL, STATE, COUNTY OR MUNICIPAL LAW OR REGULATION, AND REGARDLESS OF WHETHER THE CONDITION CONSTITUTES A PATENT OR LATENT DEFECT, INCLUDING CLAIMS AND CAUSES OF ACTION UNDER: (A) THE FEDERAL COMPREHENSIVE ENVIRONMENTAL RESPONSE, COMPENSATION, AND LIABILITY ACT, THE FEDERAL RESOURCE CONSERVATION AND RECOVERY ACT AND/OR ANALOGOUS STATE, COUNTY AND/OR MUNICIPAL LAWS AND REGULATIONS; (B) FEDERAL, STATE, COUNTY AND/OR MUNICIPAL CLEAN WATER AND CLEAN AIR LAWS AND REGULATIONS; (C) FEDERAL, STATE, COUNTY AND/OR MUNICIPAL LAWS AND REGULATIONS CONCERNING HAZARDOUS SUBSTANCES OR WASTES AND THEIR USE, GENERATION, HANDLING, STORAGE OR DISPOSAL; (D) FEDERAL, STATE, COUNTY AND/OR MUNICIPAL LAWS AND REGULATIONS IMPOSING RESTRICTIONS OR PRECONDITIONS ON CLOSURES, TRANSACTIONS OR TRANSFERS OF PROPERTIES OR ENTITIES; AND/OR (E) FEDERAL, STATE, COUNTY AND/OR MUNICIPAL LAWS AND REGULATIONS GOVERNING FLOOD PLAINS, STREAM ENCROACHMENT AND/OR WETLANDS. THE FOREGOING NOTWITHSTANDING, THIS SECTION SHALL NOT PROTECT THE RELEASEES FROM ANY FRAUDULENT ACTS BY ANY OF THE RELEASEES. THIS SECTION 16 SHALL SURVIVE CLOSING AND

AM ENCROACHMENT AND/OR WETLANDS. THE FOREGOING NOTWITHSTANDING, THIS SECTION SHALL NOT PROTECT THE RELEASEES FROM ANY FRAUDULENT ACTS BY ANY OF THE RELEASEES. THIS SECTION 16 SHALL SURVIVE CLOSING AND SHALL BE BINDING UPON AND INURE TO THE BENEFIT OF THE RELEASEES, INCLUDING SELLER, AND BUYER, AND EACH OF THEIR RESPECTIVE SUCCESSORS AND ASSIGNS. 17. Entire Agreement. This Agreement constitutes the sole and entire agreement between the parties hereto with respect to the sale of the Property and no modification of this