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 19 hold the other harmless from all loss, cost, damage or expense (including, without limitation, reasonable attorneys' fees at both trial and appellate levels) incurred by the other as a result of any claim arising out of the acts of the indemnifying party (or others on its behalf) for a commission, finder's fee or similar compensation made by any broker or finder who claims to have dealt with such party (except that Buyer shall have no obligations hereunder with respect to any claim by the Broker with respect to the Transaction). Seller’s indemnity shall include any claims, fees or other compensation due to the Broker. The representations, warranties and indemnity obligations contained in this section shall survive Closing. 23. Attorneys’ Fees. In all cases each of the parties to this Agreement shall be responsible for its own attorney’s fees and costs. 24. Counterparts/Facsimile/PDF Signatures. This Agreement may be executed in one or more counterparts, all of which shall be considered one and the same agreement, and shall become a binding agreement when one or more counterparts have been signed by each of the parties and delivered to the other party. The exchange of executed copies of this Agreement by facsimile or Portable Document Format (PDF) transmission shall constitute effective execution and delivery of this Agreement as to the parties for all purposes; signatures of the parties transmitted by facsimile or PDF shall be deemed to be their original signatures for all purposes. 25. Computation of Time. Any time period provided for in this Agreement that ends on a Saturday, Sunday or legal holiday shall extend to 5:00 p.m. New York time on the next full Business Day. 26. Waiver of Jury Trial. SELLER AND BUYER JOINTLY WAIVE TRIAL BY JURY IN ANY ACTION OR PROCEEDING TO WHICH SELLER AND BUYER MAY BE PARTIES, ARISING OUT OF OR IN ANY WAY PERTAINING TO THIS AGREEMENT. This waiver is knowingly, willingly and voluntarily made by Seller and Buyer, each of whom hereby acknowledges that no representations of fact or opinion have been made by any individual to induce this waiver of trial by jury or to in any way modify or nullify its effect. Seller and Buyer each further represent that it has been represented in the signing of this Agreement in the making of this waiver by independent legal counsel, selected of

dify or nullify its effect. Seller and Buyer each further represent that it has been represented in the signing of this Agreement in the making of this waiver by independent legal counsel, selected of its own free will, and that it has had the opportunity to discuss this waiver with counsel. 27. Partial Invalidity. If any term, covenant or condition of this Agreement shall be invalid or unenforceable, the remainder of this Agreement shall not be affected and shall remain in full force and effect. 28. Reporting Person. Seller and Buyer hereby designate the Title Company to act as and perform the duties and obligations of the “reporting person” with respect to the Transaction for purposes of 26 C.F.R. Section 1.60454(e)(5) relating to the requirements for information reporting on real estate transaction closed on or after January 1, 1991. In this regard, Seller and Buyer each agree to execute at Closing, and Buyer shall cause the Title Company to execute at Closing, a Designation Agreement in form reasonably acceptable to Seller and Buyer, designating the Title Company as the reporting person with respect to the Transaction contemplated by this Agreement.