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 46 Sills Cummis & Gross, P.C. One Riverfront Plaza Newark, New Jersey 07102 Attention: Jason L. Sobel, Esq. Tel. No.: (973) 643-5295 E-mail: JSobel@sillscummis.com and: Christopher P. Gengaro Lentz & Gengaro LLP 347 Mt. Pleasant Avenue, Suite 203 West Orange, New Jersey 07052 E-mail: cpg@lentzgengaro.com If to Buyer: Township of West Orange 66 Main Street West Orange, New Jersey 07052 Attention: Karen J. Carnevale, Municipal Clerk Email: KCarnevale@westorange.org With a copy at the same time to: Kenneth Kayser, Assistant Township Attorney 66 Main Street West Orange, New Jersey 07052 Tel. No.: (973) 325-9976 Email: kenkayser@verizon.net Any party may, by notice given in the same manner set forth above, designate a different address to which subsequent notices shall be sent. Notice shall be deemed given when (i) received, if delivered personally; (ii) the earlier of receipt or three (3) days after mailing, if sent by certified or registered mail, return receipt requested; or (iii) the day after mailing if sent by overnight delivery. Counsel for any party may give notice on behalf of such party which notice shall have the same effect as if given by such party itself. 8. Governing Law. Seller, Buyer and Tax Escrow Agent submit to the jurisdiction of the courts of the State of New Jersey. This Tax Escrow Agreement shall be governed by the laws of the State of New Jersey. 9. Modification. No change, addition or modification to this Tax Escrow Agreement shall be valid unless it is contained in a writing signed by Seller, Buyer and Tax Escrow Agent. 10. Entire Agreement. This Tax Escrow Agreement contains the entire agreement between and among Seller, Buyer and Tax Escrow Agent with respect to the Tax Escrow Fund.