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 4 are thereafter determined to be more or less than the taxes payable during the preceding year, Seller and Buyer promptly shall adjust the proration of such taxes and assessments (including water and sewer charges that are a lien against the Property), and Seller or Buyer, as the case may be, shall promptly pay to the other any amount required as a result of such adjustment and this covenant shall survive Closing for a period of 180 days. In the event that accurate prorations and other adjustments cannot be made at Closing because current bills and other material information are not obtainable, Seller and Buyer shall prorate on the best available information, subject to a further adjustment to be made and paid promptly following receipt of the final bills and/or material information, which covenant shall survive Closing for a period of 180 days. If there are confirmed assessments for municipal improvements affecting the Property, which assessments are to be paid in installments, then (i) Seller shall pay those installments which are due prior to the year of the Closing, (ii) Buyer shall pay those installments that are due following the year of the Closing, and (iii) Seller and Buyer shall adjust between them those installments that are due for the year of the Closing for their respective pro-rata share of such assessment, based on their period of ownership of the Property for such year. If there are unconfirmed assessments for municipal improvements affecting the Property, then Buyer shall pay those assessments. (b) Buyer and Seller Expenses. At Closing: (a) Buyer shall pay: (i) the premium and related charges for any title insurance policy and endorsements to be issued to Buyer, (ii) the recording fees necessary to record the deed at the register of deeds office where the Property is located, and (iii) any so called “Mansion Tax”, if applicable; and (b) Seller shall pay the recording fees necessary to record the discharge of any liens of record required to be discharged by Seller in accordance with this Agreement as well as the realty transfer fee pursuant to N.J.S.A. 46:15-7 and 7.1, if applicable. Buyer shall be responsible for the cost of its own survey, environmental reports and due diligence investigations. Seller and Buyer shall be responsible for their own attorney’s fees. The provisions of this

shall be responsible for the cost of its own survey, environmental reports and due diligence investigations. Seller and Buyer shall be responsible for their own attorney’s fees. The provisions of this Section 2 shall survive Closing for a period of 180 days. 3. Sale of Property and Personal Property. Subject to the terms of this Agreement, Seller agrees to sell the Property and the Personal Property for the Purchase Price and Buyer agrees to purchase the Property and the Personal Property for the Purchase Price. 4. Payment of Purchase Price. Buyer shall pay the Purchase Price to Seller at Closing in accordance with all of the terms and conditions of this Agreement, and specifically subject to the Purchase Price Reduction. 5. Title. Subject to Buyer’s right to review and raise objections to title pursuant to Section 6 below, at Closing Seller agrees to convey to Buyer fee simple title to the Real