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 12 the transaction contemplated hereby, Buyer will not be required to withhold from the Purchase Price any withholding tax; (c) OFAC. Neither Seller, nor to Seller’s knowledge, any person or entity with actual authority to direct the actions of Seller, (i) are named on any list of persons, entities and governments issued by the Office of Foreign Assets Control of the United States Department of the Treasury (“OFAC”) pursuant to Executive Order 13224 – Blocking Property and Prohibiting Transactions with Persons Who Commit, Threaten to Commit, or Support Terrorism (“Executive Order 13224”), as in effect on the date hereof, or any similar list known to Seller or publicly issued by OFAC or any other department or agency of the United States of America (collectively, the “OFAC Lists”), (ii) is included in, owned by, controlled by, knowingly acting for or on behalf of, knowingly providing assistance, support, sponsorship, or services of any kind to, or otherwise knowingly associated with any of the persons, entities or governments referred to or described in the OFAC Lists, or (iii) has knowingly conducted business with or knowingly engaged in any transaction with any person, entity or government named on any of the OFAC Lists or any person, entity or government included in, owned by, controlled by, acting for or on behalf of, providing assistance, support, sponsorship, or services of any kind to, or, to Seller’s knowledge, otherwise associated with any of the persons, entities or governments referred to or described in the OFAC Lists; (d) Bankruptcy. To Seller’s knowledge, no petition in bankruptcy (voluntary or otherwise), assignment for the benefit of creditors, or petition seeking reorganization or arrangement or other action under federal or state bankruptcy laws is pending against or contemplated by Seller; (e) Management. That there is no entity or person charged with the management or responsibility for operating the Property other than Seller; (f) Contracts. That other than as set forth on Schedule C, attached hereto, there are no contracts which affect the golf course and that may be binding on Buyer from and after the Closing Date. The Buyer shall have the right within thirty days after the Effective Date to advise the Seller as to which contracts on Schedule C at will assume and which ones it will

om and after the Closing Date. The Buyer shall have the right within thirty days after the Effective Date to advise the Seller as to which contracts on Schedule C at will assume and which ones it will not. Thereafter, the Seller shall be responsible to terminate prior to Closing those that the Buyer is not willing to assume. This specific representation shall survive the Closing indefinitely; and (g) Leases. There are no leases affecting the Property. When a representation and warranty, or other statement, is made in this Agreement to the “knowledge” of Seller, or to the “actual knowledge” of Seller, or similar words, it means the actual knowledge of Christopher Gengaro, without the benefit of any due diligence or other investigation. To the extent that Buyer, prior to Closing, obtains actual knowledge that any of