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 20 29. No Offer. This Agreement is of no force or effect unless and until it is signed by both Seller and Buyer, and a signed copy of this Agreement delivered by Seller to Buyer. The mailing, delivery or negotiation of this Agreement by Seller or Buyer or any agent or attorney of Seller or Buyer prior to the execution and delivery of this Agreement as set forth in this Section 29 shall not be deemed an offer by Seller or Buyer to enter into this Agreement, whether on the terms contained in this Agreement or on any other terms, nor shall it create any contractual obligation on the part of either Seller or Buyer as to this Agreement or the continued negotiation thereof. Until the execution and delivery of this Agreement as set forth in this Section 29, Seller or Buyer may withdraw this Agreement, change any of the terms of this Agreement, negotiate with other prospective buyers or prospective tenants, or both, and terminate all negotiations and discussions of the subject matter of this Agreement, without cause and for any reason or no reason, without recourse or liability. In addition to the above, and notwithstanding the foregoing, Buyer as a municipal body must have this Agreement signed by Seller in order to be accepted by Resolution of Buyer. In the event that Buyer has not taken the requisite action to accept and execute this Agreement on or before March 28, 2019, Buyer understands that Seller may immediately withdraw the offer to sell the Property to Buyer in Seller’s sole and absolute discretion, whereupon this Agreement or any offer related to the sale of the Property to Buyer shall be null and void, and of no force or effect. 30. No Joint Venture. This Agreement does not and shall not be construed to create a partnership, joint venture or any other relationship between the parties hereto except the relationship of seller and buyer specifically established hereby. 31. No Recordation. Buyer shall not record this Agreement or any memorandum hereof. 32. Notification of Sale. At least ten (10) Ten Business Days prior to the closing of title, Buyer shall submit a completed form C-9600, Notification of Sale, Transfer or Assignment in Bulk, signed by Buyer, together with a fully-executed copy of this Agreement (the “Tax Notification”), to the Bulk Sale Section of the Department of Treasury, Division of

le, Transfer or Assignment in Bulk, signed by Buyer, together with a fully-executed copy of this Agreement (the “Tax Notification”), to the Bulk Sale Section of the Department of Treasury, Division of Taxation, State of New Jersey (the “Bulk Sale Section”), by registered or certified mail or overnight delivery, in order to provide time, as required by law, for the Director of the Division of Taxation (the “Director”) to advise the parties whether any sums from the sale proceeds shall be held by the law firm of Sills, Cummis & Gross, P.C. (the “Tax Escrow Agent”) in escrow (the “Tax Escrow Fund”), and paid over, in whole or in part, to the Department of Treasury upon its demand for same, with the remainder, if any, to be paid over to Seller without any right of setoff. The Tax Escrow Fund shall be held by Tax Escrow Agent pursuant to a tax escrow agreement in the form and containing the terms set forth in Exhibit F annexed hereto, which shall be executed at the closing of title by the parties and Tax Escrow Agent. Buyer shall provide Seller a copy of the Tax Notification not less than five (5) business days prior to its submission of the same to the Bulk Sale Section. Seller shall have the right to prepare and file an Asset Transfer Tax Declaration (the “TTD”) in the form prescribed by the Director. If Seller delivers the TTD to Buyer in a sealed envelope before Buyer has filed the Tax Notification, then Buyer shall include the TTD with the Tax Notification in such sealed envelope when it files the Tax Notification with the Bulk Sale Section. If the Bulk Sale Section or the Director fails to