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 15 If any of the conditions set forth in this Section 14 are not met at the time of Closing, then Seller shall have the option (to be exercised in its sole discretion, but not later than the time scheduled for Closing) either to (i) waive the requirement for satisfaction of the unsatisfied conditions and proceed to Closing without abatement or reduction of the Purchase Price, (ii) declare this Agreement 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 or (iii) exercise its remedies under Section 9(a) above in the event the failure of the condition(s) precedent to be satisfied is due to Buyer’s default of covenants or agreements required by this Agreement to be performed or complied with by Buyer prior to or at Closing. 15. Notices. Unless otherwise provided herein, all notices and other communications which may be or are required to be given or made by any party to the other in connection herewith shall be in writing and shall be: (i) delivered in person, (ii) deposited with a nationally recognized overnight courier for next business day delivery, or (iii) by email (to the other party and simultaneously to its counsel so long as on the same day such notice or other communication also is sent by nationally recognized overnight courier for next Business Day delivery; provided, however, that if the email delivery of any notice sent hereunder is within any time limit applicable thereto, such notice shall be considered timely given even if the follow up overnight courier copy is not within such time limit), to the addresses set out in Section 1, or at such other addresses as specified by written notice delivered in accordance herewith. Any notice given by an attorney for a party shall be effective for all purposes. Any notice or other communication sent as hereinabove provided shall be deemed given and received on the date actually received (or on the date delivery of such notice is refused), if delivered in accordance with this Section 15. 16. Disclaimer. SELLER HAS MADE NO, AND HEREBY DISCLAIMS ANY, REPRESENTATIONS AND WARRANTIES RESPECTING THE PROPERTY INCLUDING COMPLIANCE WITH ENVIRONMENTAL LAWS AND

n accordance with this Section 15. 16. Disclaimer. SELLER HAS MADE NO, AND HEREBY DISCLAIMS ANY, REPRESENTATIONS AND WARRANTIES RESPECTING THE PROPERTY INCLUDING COMPLIANCE WITH ENVIRONMENTAL LAWS AND THE ENVIRONMENTAL, HEALTH AND SAFETY CONDITIONS OF THE PROPERTY, AND BUYER SHALL ACCEPT THE PROPERTY IN ITS “AS IS” CONDITION (INCLUDING WITH RESPECT TO THE COMPLIANCE OR NON-COMPLIANCE WITH ENVIRONMENTAL LAWS, AND THE ENVIRONMENTAL, HEALTH AND SAFETY CONDITIONS OF THE PREMISES), WITH ALL FAULTS AND DEFECTS, LATENT OR OTHERWISE, AND WITHOUT ANY REPRESENTATION OR WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, BY OPERATION OF LAW OF OTHERWISE, INCLUDING ANY REPRESENTATION OR WARRANTY CONCERNING TITLE TO THE PROPERTY, THE PHYSICAL CONDITION OF THE PROPERTY, THE COMPLIANCE OF THE PROPERTY WITH APPLICABLE LAWS AND REGULATIONS (INCLUDING THE STATUS OF DEVELOPMENT OR USE RIGHTS RESPECTING THE PROPERTY) OR THE QUALITY, VALUE OR FINANCIAL CONDITION OF THE PROPERTY. IN ADDITION TO AND NOT IN LIMITATION OF THE FOREGOING, IT IS UNDERSTOOD AND AGREED BY SELLER AND BUYER THAT SELLER MAKES NO WARRANTY OF HABITABILITY, SUITABILITY, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR FITNESS FOR ANY PURPOSE WITH REGARD TO THE PROPERTY. BUYER ALSO ACKNOWLEDGES THAT THE PURCHASE PRICE REFLECTS AND TAKES INTO ACCOUNT THAT THE PROPERTY IS BEING SOLD “AS-IS” AND WITH ALL