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 13 the representations or warranties made by Seller herein are false but nonetheless closes the Transaction and buys the Property, Seller’s representations and warranties shall, effective as of Closing be deemed to have been automatically modified to the extent necessary to make the applicable representation and warranty conform to Buyer’s actual knowledge. 12. Buyer’s Representations. Buyer represents and warrants to, and covenants with, Seller as follows: (a) Due Organization. As of the Closing, Buyer shall be authorized to consummate the Transaction set forth herein and fulfill all of its obligations hereunder and under all closing documents to be executed by Buyer, and shall have all necessary authorizations and power to execute and deliver this Agreement and all closing documents to be executed by Buyer, and to perform all of Buyer’s obligations hereunder and thereunder. As of the Closing, this Agreement and all closing documents to be executed by Buyer shall have been duly authorized by all requisite governmental or other required action on the part of Buyer and shall be the valid and legally binding obligation of Buyer, enforceable in accordance with their respective terms, subject to the fulfillment of the Contingencies set forth in Section 8 hereof. Neither the execution and delivery of this Agreement and all closing documents to be executed by Buyer, nor the performance of the obligations of Buyer hereunder or thereunder will result in the violation of any law or any provision of the organizational documents of Buyer or will conflict with any order or decree of any court or governmental instrumentality of any nature of which Buyer has actual knowledge and by which Buyer is bound; (b) Bankruptcy. No petition (voluntary or otherwise), assignment for the benefit of creditors, or petition seeking reorganization or arrangement or other action has been filed by or against Buyer under the Federal Bankruptcy Code or any similar State or Federal law and none is contemplated; (c) Financial Capability. Subject to the Contingencies in Section 8, Buyer has the financial capability and wherewithal to pay the Purchase Price and close title to the Property and acquire the Personal Property. When a representation and warranty, or other statement, is made in this Agreement to the “knowledge” of Buyer, or to the

rchase Price and close title to the Property and acquire the Personal Property. When a representation and warranty, or other statement, is made in this Agreement to the “knowledge” of Buyer, or to the “actual knowledge” of Buyer, or similar words, it means the actual knowledge of any official, representative or employee of the Township of West Orange, without the benefit of any due diligence or other investigation. 13. Conditions to Buyer’s Obligations. Buyer’s obligation to pay the Purchase Price, and to accept title to the Property, shall be subject to compliance by Seller with the following conditions precedent on and as of the date of Closing: