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 17 Agreement shall be binding unless in writing and signed by the parties hereto. No prior agreement or understanding with respect to the sale of the Property (including any letter of intent executed prior to this Agreement) shall be valid or of any force or effect from and after the date hereof. The Section headings in this Agreement are inserted for convenience of reference only and in no manner expand, limit or otherwise define the terms hereof. All exhibits and schedules are incorporated herein by reference as if set forth at length herein. Each party acknowledges that such party and its counsel, after negotiation and consultation, have reviewed and revised this Agreement. As such, the terms of this Agreement shall be fairly construed and the usual rule of construction, to wit that ambiguities in this Agreement should be resolved against the drafting party, shall not be employed in the interpretation of this Agreement or any amendments, modifications, schedules or exhibits hereto or thereto. In no event shall any draft of this Agreement create any obligation or liability, it being understood that this Agreement shall be effective and binding only when a counterpart hereof has been executed and delivered by each party hereto. For purposes of this Agreement, “including” no matter how conjugated shall mean “including, without limitation.” 18. Third Parties. Except as expressly provided in this Agreement, nothing in this Agreement is intended to confer any rights or remedies under or by reason of this Agreement upon any other person other than the parties hereto and their respective permitted successors and assigns, nor is anything in this Agreement intended to relieve or discharge the obligation or liability of any third persons to any party to this Agreement, nor shall any provision give any third parties any right of subrogation or action over or against any party to this Agreement. 19. Applicable Law. This Agreement shall be construed under the laws of the State of New Jersey without giving effect to its conflicts of law principles. The parties acknowledge that this Agreement was made and is intended to be performed in the State of New Jersey and the parties submit to the jurisdiction of the courts of the State of New Jersey in any action or proceeding between or among the parties or otherwise concerning

erformed in the State of New Jersey and the parties submit to the jurisdiction of the courts of the State of New Jersey in any action or proceeding between or among the parties or otherwise concerning the Transaction. 20. Buyer Milestones. Notwithstanding anything to the contrary in this Agreement, Buyer and Seller have mutually agreed on the following milestones set forth in this Section 20. Agreement to these milestones is acknowledged by the parties to be a material provision of this Agreement and they understand that without the inclusion of the terms set forth in this Section 20, Seller would not have agreed to proceed with the sale of the Property to Buyer. Buyer hereby agrees that it shall utilize best efforts and act with reasonable expediency to meet the following milestones for completion of the following items, (all of which shall take place in calendar year 2019, on the dates listed below): March 28 Buyer execution of this Agreement April 10 Expiration of 20-day appeal/estoppel period for Bond Ordinance which enables bonds to be issued for sale April 30 Closing Further notwithstanding anything to the contrary in this Agreement, in the event that Buyer does not meet, or is otherwise unable to complete or fulfill any of the milestones set forth in this