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 49 EXHIBIT G MAINTENANCE PAYMENT ESCROW AGREEMENT This MAINTENANCE PAYMENT ESCROW AGREEMENT (the “Agreement”), is made as of February ____, 2019 by and among MONTCLAIR GOLF CLUB, a New Jersey not for profit corporation (“Seller”), and TOWNSHIP OF WEST ORANGE, a body politic of the State of New Jersey (“Buyer”) and ___________________________________(“Escrow Agent”). In consideration of the agreements contained in the Agreement of Sale between Buyer and Seller dated ____________________ (the “Sale Agreement”), and for other good and valuable consideration, the parties agree as follows: 1. DEFINITIONS. Capitalized terms used but not defined in this Agreement shall have the same meanings that are given to them in the Sale Agreement. 2. ACKNOWLEDGMENT OF ESCROW. 2.1. Escrow Agent acknowledges receipt from _______________ (the “Contractor”) of the sum of Sixty-One Thousand Three Hundred Eight and Seventy-Five Hundredths Dollars ($61,308.75) (subject to collection if paid other than in readily available funds), in accordance with Section 21 of the Sale Agreement (the “Maintenance Payment”). 3. DELIVERY OF SALE AGREEMENT MAINTENANCE PAYMENT. (a) If the Maintenance Payment is paid by check drawn to the order of and delivered to Escrow Agent, the Escrow Agent shall cash such check and hold the proceeds thereof in escrow in a non-interest bearing account pursuant to the terms of this Agreement. (b) The Maintenance Payment shall be completely non-refundable to Buyer as well as the Contractor, after the Effective Date, unless Buyer properly terminates the Sale Agreement as permitted thereunder, in which case the Maintenance Payment shall be released by Escrow Agent to Contractor, upon written request received by Escrow Agent from Contractor. (c) Provided that the closing of title contemplated under the Sale Agreement actually takes place, the Maintenance Payment shall be immediately paid by Escrow Agent to Seller. (d) Escrow Agent shall be entitled to rely, for all purposes of this Agreement, upon any notice, demand or other writing given to it pursuant to this Agreement with respect to the matters stated therein, and each such notice, demand or writing shall be full authority to Escrow Agent for any action taken, suffered or omitted in reliance thereon. Escrow Agent is not responsible or liable in any manner for the

ch such notice, demand or writing shall be full authority to Escrow Agent for any action taken, suffered or omitted in reliance thereon. Escrow Agent is not responsible or liable in any manner for the sufficiency, correctness, genuineness or validity of