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 AGREEMENT FOR PURCHASE AND SALE OF PROPERTY THIS AGREEMENT (together with the Exhibits and Schedules attached hereto, this “Agreement”) is made this 28th day of March, 2019 (the “Effective Date”), by and between MONTCLAIR GOLF CLUB, a New Jersey not for profit corporation (“Seller”), and TOWNSHIP OF WEST ORANGE, a body politic of the State of New Jersey (“Buyer”). FOR AND IN CONSIDERATION OF THE MUTUAL PROMISES SET FORTH HEREIN AND OTHER GOOD AND VALUABLE CONSIDERATION, THE RECEIPT AND SUFFICIENCY OF WHICH ARE HEREBY ACKNOWLEDGED, THE PARTIES HERETO AGREE AS FOLLOWS: 1. Terms and Definitions: The terms listed below shall have the respective meaning given them as set forth adjacent to each term. (a) “Broker” shall mean Holliday Fenoglio Fowler, L.P. (“HFF”) (attn.: Jose Cruz) having an address of 200 Campus Drive, Suite 4100, Florham Park, NJ 07932. (b) “Business Day” shall mean a day other than a Saturday, Sunday and days that are federal or State of New Jersey holidays such that the federal or State of New Jersey governments are closed for business. (c) “Closing” shall mean the consummation of the transaction contemplated herein, which shall occur on or about April 30, 2019, such date not being time of the essence because it is subject to Buyer’s right to extend same if necessary for Buyer to satisfy the Contingencies (as defined in Section 8 of this Agreement), through June 30, 2019, TIME BEING OF THE ESSENCE as to such date. (d) “Property” shall mean collectively: (i) that certain real property being known as Lots 22 through 31 in Block 46.01, Lots 2 and 10 in Block 160 and Lots 30 and 34 in Block 160.01 on the Official Tax Map of the Township of West Orange, in the County of Essex, and State of New Jersey, being more particularly described on Exhibit A annexed (the “Real Property”) together with all buildings and other improvements located on the Real Property (collectively, the “Improvements”); and (ii) such rights, if any, of Seller in and to the following: (x) all land lying in the bed of any street or roads open or proposed, in front of, adjacent to, or adjoining the Real Property, to the center line thereof; and