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 2 (y) all rights-of-way, open or proposed streets, alleys, easements, strips or gores of land adjacent to the Real Property. (e) “Personal Property” shall mean collectively: (i) those items of equipment and other personal property listed on Schedule A; and (ii) the name “Rock Spring.” It is understood and agreed by the parties that the Personal Property shall not include, and Seller does not intend to convey any interest in, the liquor license issued for the Property, or any trophies or tournament or other honorary boards displayed in or stored at the Rock Spring clubhouse, nor shall it include any equipment, intangible property or other personal property that is NOT listed on Schedule A. Upon written notice to Seller delivered no less then fifteen (15) days prior to the Closing, Buyer may require Seller to remove from the Property any items of moveable personal property not listed on Schedule A. The Personal Property shall be delivered at Closing in substantially the same condition as of the Effective Date, subject to ordinary wear and tear. (f) “Purchase Price” shall mean the sum of Eleven Million Two Hundred Eighty-Three Thousand and 00/100 Dollars ($11,283,000.00), which shall be paid in cash at Closing, by way of a wire transfer of immediately available funds to an account(s) designated by Seller, subject to the closing adjustments set forth in this Agreement. In the event the Closing occurs prior to June 30, 2019, so that Buyer is closing earlier than the outside date permitted for Closing pursuant to this Agreement, the Purchase Price shall be reduced by the amount equal to $3,000 multiplied by the number of days falling between the actual Closing date and June 30, 2019 (the “Purchase Price Reduction”). Notwithstanding the foregoing, the parties agree that the maximum Purchase Price Reduction is $183,000, and under no circumstances shall the Purchase Price Reduction exceed the amount of $183,000.00. By way of example, if the Closing occurs on May 31, 2019, then at Closing, the Purchase Price shall be reduced by $90,000, since there are 30 days between May 31, 2019 and June 30, 2019 (so $3,000 x 30 = $90,000). (g) “Seller’s Notice Address” shall be as follows, except as the same may be changed pursuant to the Notice section herein: Montclair Golf Club 25 Prospect Avenue West Orange, New Jersey

0 = $90,000). (g) “Seller’s Notice Address” shall be as follows, except as the same may be changed pursuant to the Notice section herein: Montclair Golf Club 25 Prospect Avenue West Orange, New Jersey 07052 Attention: David Kupstas, General Manager E-mail: dkupstas@montclairgolfclub.org With a copy at the same time to each of: Sills Cummis & Gross, P.C.