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 18 Section 20, by the date listed above for such milestone, unless such failure of any such milestone was the result of an occurrence of Force Majeure (as defined herein below), Seller may terminate this Agreement, in Seller’s sole and absolute discretion. Seller’s termination shall be effectuated by delivery of written notice to Buyer of Seller’s termination of this Agreement, including the specific deadline which Buyer failed to meet. Seller’s termination pursuant to this Section 20 shall be automatically and immediately effective upon receipt of the notice by Buyer, unless prior to receipt of such termination notice, Buyer has performed or completed the previously incomplete or failed milestone for which Seller has based its termination on, in which case the termination notice sent by Seller with respect to such failed milestone, shall be deemed null and void and this Agreement shall continue as per its terms. Buyer agrees to notify and update Seller, with respect to Buyer’s progress with, and completion of each of the above milestones. For purposes of this Agreement, the term “Force Majeure” shall be defined as the inability of any party to timely fulfill any of its obligations under this Agreement by reason of any strike, lockout or other labor trouble; inability to obtain labor, materials, coal, oil, or other suitable fuel or reasonable substitutes therefor or the failure of the supply of any thereof; acts of God (including but not limited to any weather event) fire or other casualty; governmental preemption of priorities or other controls in connection with a public emergency; governmental restrictions or requirements of laws; enemy or hostile governmental action; civil commotion; or any other cause beyond such party’s control. In the event that a milestone is not met by the deadline as a result of a Force Majeure, then the time to complete that milestone shall be extended for a period of time equal to the duration of the Force Majeure, or commensurate with the delay caused by the Force Majeure. Notwithstanding the foregoing, the June 30, 2019 Closing Date is not subject to any delay as a result of Force Majeure. 21. Maintenance of Golf Course Prior to Closing. Seller agrees to maintain the golf course located on the Real Property (the “Golf Course”) pursuant to the maintenance schedule set forth on

e Majeure. 21. Maintenance of Golf Course Prior to Closing. Seller agrees to maintain the golf course located on the Real Property (the “Golf Course”) pursuant to the maintenance schedule set forth on Schedule B, attached hereto and made a part hereof (the “Golf Course Maintenance”). It is specifically understood and agreed that Seller is only required to perform those items specifically set forth on Schedule B. In exchange for Seller completing the Golf Club Maintenance, in the event the Closing occurs, Buyer agrees to provide for it to be paid to Seller by a third party, at Closing, the amount of Sixty-One Thousand Three Hundred Eight and Seventy-Five Hundredths Dollars ($61,308.75) (the “Maintenance Payment”), which payment shall be in addition to the Purchase Price. The parties understand and agree that if the Closing does not occur, Buyer shall have no liability to Seller for the cost of Golf Course Maintenance. The Maintenance Payment is contemplated to be made by a golf course operator to be selected by Buyer through competitive bidding in accordance with the Local Public Contracts Law, N.J.S.A. 40A:11-1 et seq. (the “Golf Course Operator”). Buyer’s obligation with respect to this payment is to (i) include the requirement to make the foregoing payment in the request for proposal (the “RFP”); and (ii) to ensure that any successful bidder to the RFP agrees to place the Maintenance Payment in escrow, which shall be held and disbursed pursuant to the terms of that certain escrow agreement attached hereto as Exhibit G (the “Maintenance Payment Escrow Agreement”). 22. Broker’s Commissions. Buyer and Seller each hereby represent that, except for the Broker, there are no other brokers or finders involved or that have a right to proceeds in this transaction. Seller shall be responsible for payment of a commission to the Broker pursuant to a separate, previously negotiated agreement. Seller and Buyer each hereby agree to indemnify and