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 44 D. [By additional letters received from the Division dated ________________, the Division has demanded the sum of __________________ and 00/100 Dollars ($___________.___). The amount demanded by the Division shall be paid from the closing proceeds directly to the Division.] E. Seller and Buyer, subject to the terms of this Tax Escrow Agreement, have agreed that Seller shall, from the closing proceeds, deposit [the balance of the amount to be held pursuant to the letters] from the Division, to wit: the sum of __________________ and 00/100 Dollars ($___________.___), into the trust account of Tax Escrow Agent, to be held pursuant to the terms and conditions of this Tax Escrow Agreement. Now, therefore, in consideration of the promises and the mutual covenants contained in this Tax Escrow Agreement, the parties agree as follows: 1. Appointment of Tax Escrow Agent. Seller and Buyer appoint Tax Escrow Agent to serve as Tax Escrow Agent pursuant to and in accordance with the terms and conditions set forth in this Tax Escrow Agreement, and Tax Escrow Agent accepts the appointment as Tax Escrow Agent upon the terms and conditions set forth in this Tax Escrow Agreement. 2. Deposit with Tax Escrow Agent. Contemporaneously with the signing and delivery of this Tax Escrow Agreement by all parties, Seller shall deposit [the balance of the sums required to be withheld by letters] of the Division, to wit: the sum of __________________ and 00/100 Dollars ($___________.___) (the “Tax Escrow Fund”), with Tax Escrow Agent in an interest bearing trust account of Tax Escrow Agent. Interest shall inure to the benefit of Seller. The parties agree that there shall be no right of setoff against the Tax Escrow Fund. 3. Dispositions. In the event that an additional letter is received from the Division lowering the Tax Escrow Fund amount, then Tax Escrow Agent shall immediately return to Seller any sums in the Tax Escrow Fund above the new revised amount required to be withheld by the Division. Upon receipt of a demand for payment from the Division, Tax Escrow Agent shall make such payment to the Division, with a copy of the check and transmittal letter to Seller. Following receipt of a tax clearance letter from the Division, Tax Escrow Agent shall release to Seller any remaining amounts in the Tax Escrow Fund. 4. No Encumbrance.

d transmittal letter to Seller. Following receipt of a tax clearance letter from the Division, Tax Escrow Agent shall release to Seller any remaining amounts in the Tax Escrow Fund. 4. No Encumbrance. Neither Seller nor Buyer shall dispose of or encumber all or any part of the Tax Escrow Fund while on deposit with Tax Escrow Agent. 5. No Compensation. Tax Escrow Agent shall serve without compensation. However, if Tax Escrow Agent incurs any expense in connection with a dispute concerning the Tax Escrow Fund, Seller and Buyer shall indemnify Tax Escrow Agent for any reasonable expense incurred by Tax Escrow Agent in connection with the dispute, including, without limitation, reasonable attorneys’ fees. In the performance of its duties pursuant to the terms of this Tax Escrow Agreement, Tax Escrow Agent shall only be liable for intentional malfeasance, and otherwise Tax Escrow Agent is released from all