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 9 within ten (10) days of Seller’s notice, to either: (i) close the purchase, in which event Seller shall, at Closing, deliver to Buyer any insurance proceeds collected by Seller or assign to Buyer without recourse, representation or warranty, all of Seller’s right, title and interest in and to such insurance proceeds, if any, and Buyer shall assume responsibility for the repair or replacement, as the case may be, of the damage or destruction to the Real Property and Improvements, which obligation shall survive the Closing; or (ii) terminate this Agreement. In the event Buyer does not make the election within the ten (10) day period provided for above, then Buyer shall be deemed to have elected to continue this Agreement and close title to the purchase of the Property. If Buyer elects to terminate the Agreement, Seller shall have the option, upon written notice to Buyer, sent within ten (10) days after Buyer’s termination notice, to send notice to Buyer that it intends to repair the damage, in which event Seller shall have the right to extend the Closing date for a period not to exceed ninety (90) days to perform the repair. If Seller does not elect to repair the damage after its receipt of Buyer’s termination notice, 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. 8. Contract Contingencies. This Agreement is subject to and conditioned upon the fulfillment of the following conditions: (a) Bond Financing Contingency. Buyer’s obligation to complete the Closing is specifically made subject to Buyer obtaining any and all necessary approvals, and authorizations for a municipal bond issuance and receipt of the funds from the bond issuance to be utilized to complete its financial obligations contemplated under this Agreement, (the “Bond Contingency”). (b) Bond Downpayment Waiver Contingency. Buyer’s obligation to complete the Closing is specifically made subject to Buyer obtaining any and all necessary approvals, and authorizations from the State Local Finance Board to waive the requirement that Buyer hold in escrow five (5%) percent of the purchase price as a “down payment escrow.” (the “Downpayment Waiver

s, and authorizations from the State Local Finance Board to waive the requirement that Buyer hold in escrow five (5%) percent of the purchase price as a “down payment escrow.” (the “Downpayment Waiver Contingency”). (c) State Comptroller Approval Contingency. Buyer’s obligation to complete the Closing is specifically made subject to Buyer obtaining any and all necessary approvals, and authorizations from the New Jersey State Comptroller permitting Buyer to enter into a contract (this Agreement) for an amount in excess of Ten Million ($10,000,000.00) Dollars. (the “State Comptroller Contingency”). 9. Default.