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 10 (a) Buyer Default. In the event that Buyer defaults in any of its obligations undertaken in this Agreement, as its sole and exclusive remedy, Seller shall be entitled to either: (i) waive such default and proceed to Closing in accordance with the terms and provisions hereof; or (ii) declare this Agreement to be terminated, and 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. (b) Seller Default. In the event that Seller materially defaults in any of its obligations undertaken in this Agreement, as its sole and exclusive remedy, Buyer shall be entitled to (i) waive such default and proceed to Closing in accordance with the terms and provisions hereof, (ii) terminate this Agreement, and 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, or (iii) enforce specific performance of Seller’s obligations hereunder so long as any action for specific performance is commenced, if at all, within thirty (30) days of the default or such right and remedy shall automatically thereafter be deemed forever waived and of no further force or effect. (c) Other Available Remedies. Notwithstanding any other provision of this Agreement to the contrary, Buyer and Seller may each pursue any available remedies at law or in equity to enforce the other’s post-Closing obligations hereunder. 10. Closing. The Closing shall consist of the execution and delivery of documents by Seller and Buyer, as set forth below, and the delivery by Buyer to Seller of the Purchase Price in accordance with the terms of this Agreement. Seller shall deliver to Buyer at Closing the following executed documents (the “Seller Closing Documents”): (a) Deed. Bargain and sale deed from Seller to Buyer conveying the Real Property and Improvements to Buyer subject only to the Permitted Exceptions, in the form and containing the terms set forth on Exhibit C annexed, which shall be executed by Buyer, and shall include the provisions set forth on Exhibit C, which shall be deemed a

tted Exceptions, in the form and containing the terms set forth on Exhibit C annexed, which shall be executed by Buyer, and shall include the provisions set forth on Exhibit C, which shall be deemed a covenant running with the land and binding upon Buyer, its successors and assigns; (b) Bill of Sale. Bill of Sale of transferring the Personal Property to Buyer free and clear of all liens and encumbrances, in the form and containing the terms set forth on Exhibit D annexed; and (c) Settlement Statement. A settlement statement setting forth the Purchase Price, all prorations and other adjustments to be made pursuant to the terms hereof, and the funds required for Closing;