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 50 any writing delivered to it in accordance with this Agreement and may assume that any person signing such writing is authorized to do so. (e) Escrow Agent shall not be held liable by reason of its inability to make any required disbursement of the Maintenance Payment because of any insufficiency of the Maintenance Payment resulting from any loss on the account in which the Maintenance Payment is held pursuant to this Agreement. (f) Escrow Agent shall not be answerable or accountable except for its bad faith, willful misconduct or gross negligence, and Escrow Agent shall not be liable for any error of judgment made by it in good faith. (g) Escrow Agent shall charge no fee for its services as Escrow Agent under this Agreement. (h) Escrow Agent may act or refrain from acting in respect of any matter referred to in this Agreement in full reliance upon and with the advice of counsel selected by it and shall be fully protected in so acting or refraining from acting upon the advice of such counsel. (i) Seller and Buyer shall jointly and severally indemnify, hold harmless and defend Escrow Agent from and against all loss, liability, damage, litigation, sums paid in settlement of any of the foregoing and cost (including, without limitation, reasonable fees and disbursements of attorneys retained by Escrow Agent) which Escrow Agent may incur by acting hereunder, without prejudice to any right either party may have against the other party to recover any amount paid pursuant to the foregoing. The foregoing indemnities shall survive the Closing hereunder or, if the Closing does not occur, the termination of the Sale Agreement. 4. MISCELLANEOUS. 4.1 Entire Agreement. This Agreement embodies the entire understanding and agreement of the parties to this Agreement concerning Escrow Agent's obligations, and supersedes all prior and contemporaneous agreements, understandings, negotiations, offers and expressions of intent, whether oral or written. None of the terms and conditions of this Agreement may be modified except by a writing, signed by Buyer, Seller and Escrow Agent. 4.2 Binding Effect. This Agreement shall be binding upon and shall inure to the benefit of Buyer, Seller and Escrow Agent and their respective successors in interest. 4.3 Notices. Any notice under this Agreement shall be in writing and shall be given in

pon and shall inure to the benefit of Buyer, Seller and Escrow Agent and their respective successors in interest. 4.3 Notices. Any notice under this Agreement shall be in writing and shall be given in the same manner as provided for in the Sale Agreement. Notices to Escrow Agent shall be addressed as follows:

2019.02.13 Rock Spring Club to West Orange 2-13-19 51 _____________________ _____________________ _____________________ Attention: Fax: Email: with copies to all of the parties listed in the Sale Agreement. 4.4 Amendments. This Agreement cannot be amended except in writing, signed by Seller, Buyer and Escrow Agent. 4.5 Counterparts. This Agreement may be signed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same agreement. This Agreement may also be signed by fax or email or .pdf, and any such signature shall be effective upon receipt by the other parties to this Agreement. 4.6 Governing Law. This Agreement shall be governed by and interpreted according to New Jersey law, but without giving effect to any New Jersey choice of law provisions which might otherwise make the laws of a different jurisdiction govern or apply. SIGNATURE PAGE TO FOLLOW

2019.02.13 Rock Spring Club to West Orange 2-13-19 52 IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day and year first set forth above. SELLER: MONTCLAIR GOLF CLUB, a New Jersey not for profit corporation By:___________________________________ Name: Christopher P. Gengaro Title: President BUYER: TOWNSHIP OF WEST ORANGE, a body politic of the State of New Jersey By:______________________________ Name: Robert D. Parisi Title: Mayor By:______________________________ Name: Karen J. Carnevale Title: Township Clerk ESCROW AGENT: _____________________________ By_________________________________ Name: Title:

2019.02.13 Rock Spring Club to West Orange 2-13-19 53 SCHEDULE A LIST OF PERSONAL PROPERTY INCLUDED IN SALE 1. Name “Rock Spring Country Club: 2. Name “Rock Spring Golf Club” 3. See below list of items:

2019.02.13 Rock Spring Club to West Orange 2-13-19 54

2019.02.13 Rock Spring Club to West Orange 2-13-19 55

2019.02.13 Rock Spring Club to West Orange 2-13-19 56

2019.02.13 Rock Spring Club to West Orange 2-13-19 57

2019.02.13 Rock Spring Club to West Orange 2-13-19 58