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 6 filed, may be filed, or is pending, with respect to an application for an Injunction or a Discharge. (b) Updated Title Examination. If the Baseline Title Report is updated after the Effective Date, Buyer shall have the right to object (each, a “New Buyer Objection”) to any additional and unique material matters disclosed (each, a “New Title Document Matter”) in any such update of the Baseline Title Report, provided that Buyer gives Seller notice of the New Buyer Objection within the earlier of three (3) days of its receipt of the New Title Document Matter or at Closing. Seller shall notify Buyer within the earlier of three (3) days or at Closing, whether Seller will cure the New Buyer Objection. If Seller does not respond, Seller shall be deemed to have elected not to cure the New Buyer Objection. If Buyer fails to deliver the New Buyer Objection to Seller within the three (3) days or at Closing time period, then Buyer shall be deemed to have waived its right to object to any New Title Document Matter and shall close subject to the Permitted Exceptions. If Seller is unable or unwilling to cure any such New Buyer Objection within the time period set forth above, Buyer shall have the right by notice given to Seller within the earlier of three (3) days after receipt of Seller’s notice (or within three (3) days after the expiration of Seller’s three (3) day response period, if Seller does not respond) or at Closing, either to (i) waive such New Buyer Objection and proceed to Closing without any abatement or reduction of the Purchase Price, or (ii) terminate this Agreement. If Buyer fails to elect to waive the New Buyer Objection and close the Transaction in accordance with this Agreement by notice given to Seller within the three (3) days/Closing period, or to terminate the Transaction, then Buyer shall be conclusively deemed to have elected to waive the New Buyer Objection and close the Transaction. The parties shall follow the same procedure outlined above with respect to additional New Buyer Objections, if any. (c) Removal of Title Objections. Except with respect to the Required Removal Items, Seller shall not be under any obligation to remove or otherwise address any New Buyer Objections. If Seller agrees to clear or remove any New Buyer Objections, then Seller shall have the right until Closing to satisfy

be under any obligation to remove or otherwise address any New Buyer Objections. If Seller agrees to clear or remove any New Buyer Objections, then Seller shall have the right until Closing to satisfy the foregoing; however, except with respect to the Required Removal Items, a failure by Seller to do so shall not be deemed a default by Seller and Buyer’s sole remedy shall be to either waive the New Buyer Objection, without any abatement or reduction of the Purchase Price, or to terminate this Agreement on notice to Seller given no later than Closing. Seller shall have the right, upon notice to Buyer given on or prior to Closing, regardless of any time of the essence date provision that may be applicable, to adjourn Closing for up to ten (10) Business Days in the aggregate, to address any New Buyer Objections. Seller need not discharge or release any Required Removal Items before Closing. At Closing, if the Title Company will not agree to insure over or issue a title