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 8 (iii) Ramboll US Corporation's October 25, 2018 report; (iv) Email from Susan Karp, Esq. of Sills Cummis & Gross, P.C.; (v) Remedial Action Permit dated August 6, 2013; and (vi) No Further Action Letter dated April 17, 2012. 7. Condemnation/Risk of Loss. (a) Condemnation. Seller shall notify Buyer of any written notice Seller may receive that all or any part of the Property may be taken as a result of the exercise of the power of eminent domain. If any portion or all of the Real Property and Improvements are taken by the exercise of the power of eminent domain by or behalf of any governmental entity other than the Township of West Orange or one of its related divisions, this Agreement shall become voidable at Buyer’s sole election. After receiving notice of condemnation Buyer shall have ten (10) days to give Seller written notification as to whether or not Buyer will (i) proceed to Closing accepting the funds from the condemnation; or, (ii) terminate this Agreement in which case the parties shall not have any rights one against the other. In the event of a taking by the exercise of the power of eminent domain by or on behalf of the Township of West Orange or one of its related divisions, this Agreement shall remain in full force and effect, in which event Seller shall, at the Closing, deliver to Buyer all sums collected by Seller by reason of the taking, and transfer and assign to Buyer without recourse, representation or warranty all of Seller’s right, title and interest in and to all awards made or to be made for such taking. (b) Loss or Damage. The risk of loss or damage to the Real Property and Improvements by reason of any insured casualty during the period up to the Closing shall be borne by Seller; however, Seller shall not have the risk of loss for any uninsured loss or damage. If the Real Property and Improvements or any part of the Real Property and Improvements is damaged or destroyed (notice of which shall be given to Buyer by Seller after receipt by Seller of notice of such damage or destruction), and the damage or destruction can reasonably be repaired or replaced by Seller prior to the Closing and the cost of the foregoing shall be less than $500,000.00, then Seller shall restore the damage or destruction to as nearly the condition existing prior to the date of the damage or destruction as

and the cost of the foregoing shall be less than $500,000.00, then Seller shall restore the damage or destruction to as nearly the condition existing prior to the date of the damage or destruction as is reasonably practicable. If, in Seller’s reasonable judgment, the damage or destruction cannot reasonably be repaired or replaced prior to the Closing, or if the cost of the foregoing shall exceed or shall reasonably be expected to exceed (as evidenced by a cost estimate from a reputable company obtained by Seller), the sum of $500,000.00, or if the loss or damage is an uninsured loss or damage, then Seller shall notify Buyer thereof and Buyer shall have the option, upon notice to Seller, given