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 7 policy without exception for the Required Removal Items, Seller shall produce each of the Required Removal Items duly executed and endorsed for cancellation or a separate instrument in the proper form for discharging each of the Required Removal Items of record, or shall allow Buyer a credit at Closing for the amount necessary to pay each of the Required Removal Items in full, together with reasonable costs relating to their cancellation, in which latter event Seller shall produce at Closing a letter from the holder of each of the Required Removal Items stating the sum necessary to pay off each of the Required Removal Items as of the date of Closing. In the event the Closing is delayed as a result of any permitted or required response set forth in this Section 6(c), then the Closing Date shall be set for the final day of any such delay. (d) Termination. If Buyer terminates this Agreement as provided for in this Section 6, then upon such termination all rights and obligations of the respective parties under this Agreement shall be null and void, except as otherwise expressly provided in this Agreement with respect to rights and obligations that survive a termination. (e) Examination. As a material inducement to Seller to enter into this Agreement, Buyer, by virtue of its execution of this Agreement, hereby acknowledges that prior to the Effective Date, Buyer has conducted a full and complete investigation and inspection of the Property, including but not limited to the environmental condition of the Property and that Buyer is completely and fully satisfied therewith and waives any rights to object thereto. Buyer hereby understands and agrees that it shall have no right to terminate this Agreement by virtue of any condition of the Property, except as specifically provided for in this Agreement, and hereby waives any right to object thereto or to cause Seller to remediate or repair any conditions existing at or on the Property, including but not limited to those conditions set forth and disclosed by the Environmental Due Diligence Documents, as hereinafter defined, which Buyer hereby expressly agrees to accept responsibility for. Furthermore, Buyer acknowledges that Seller has delivered to Buyer at no expense to Buyer, the following documents, which have been delivered to Buyer without any covenant,

accept responsibility for. Furthermore, Buyer acknowledges that Seller has delivered to Buyer at no expense to Buyer, the following documents, which have been delivered to Buyer without any covenant, representation or warranty by, and without recourse to, Seller. Buyer hereby acknowledges receipt, prior to the Effective Date, of the following documents, which documents, to the best of Seller’s knowledge, are all the documents related to the environmental condition of the Real Property that are in Seller’s possession (the “Environmental Due Diligence Documents”): (i) Gilmore & Associates, Inc. Phase I Report dated September 13, 2018; (ii) EcolSciences, Inc. Phase I Report dated December 30, 2014 (2 parts);