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 5 Property and Improvements by a bargain and sale deed with a covenant against grantor’s acts, subject only to: (a) zoning and building regulations, ordinances and requirements adopted by any authority having jurisdiction over the Real Property and Improvements; (b) subsurface conditions affecting the Real Property and Improvements not disclosed by any instrument recorded in the county records; (c) such facts as shown on a survey prepared by Stewart Associates, Inc., dated June 30, 2014, and bearing Drawing Number 14-4940, and such facts as a current accurate survey may disclose provided same do not render title unmarketable; (d) easements, covenants, restrictions, reservations, rights of way, grants and other matters of record, (e) taxes for the current year and subsequent years not yet due and payable; (f) the state of compliance or non-compliance of the Property with any federal, regional, state, county or local laws, statutes, ordinances, rules, regulations, orders, codes, directives and requirements now or hereafter in force, including all environmental laws, statutes, ordinances, rules, regulations, orders, codes, directives and requirements now or hereafter in force, all judicial and administrative decisions and directives in connection with the enforcement thereof and the common law (“Law”); and (g) such other exceptions, as set forth on Schedule D, attached hereto, and state of title as set forth in the Baseline Title Report, as defined in Section 6(a), (all of the foregoing items, (a)-(g) inclusive, being collectively, the “Permitted Exceptions”). 6. Examinations. Seller and Buyer hereby agree as follows: (a) Title Examination. Buyer has ordered prior to the Effective Date, and hereby accepts a title report and commitment in (the “Baseline Title Report”) from Commonwealth Land Title Agency, Inc. (the “Title Company). Prior to the Effective Date, the parties reviewed (i) the Baseline Title Report, and (ii) the survey of the Property, and agreed in writing as to what exceptions will remain and what exceptions the Seller will remove. Notwithstanding the foregoing, Seller shall be required to provide the Title Company with a title affidavit substantially in the form and containing the terms set forth on Exhibit B annexed and to cure on or before Closing, any monetary liens created by Seller against the

itle Company with a title affidavit substantially in the form and containing the terms set forth on Exhibit B annexed and to cure on or before Closing, any monetary liens created by Seller against the Real Property whether or not shown on the Baseline Title Report (the “Required Removal Items”). Seller represents that any Required Removal Items will be satisfied at Closing, and that there is sufficient equity in the Property to satisfy same. In the event that either (i) a lis pendens has been filed against the Property that has not been discharged as of the Closing Date (a “Lis Pendens”), or (ii) an injunction preventing the sale of the Property to Buyer has been issued by a court of competent jurisdiction that has not been dissolved or vacated (an “Injunction”), then the Buyer shall not be required to Close until such time as the Lis Pendens or the Injunction has been discharged, vacated or dissolved (a “Discharge”), provided, however, that either party may terminate this Agreement if a Discharge has not been issued by a Court of competent jurisdiction within ninety (90) days of the date that the Lis Pendens or Injunction was filed. It is specifically understood and agreed by the parties that Buyer shall be required to Close even if an appeal has been