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 45 liability. If Tax Escrow Agent is made a party to any action, Tax Escrow Agent has the right to legal counsel of its own choice and the non-prevailing party in such litigation shall be responsible for the payment of all reasonable expenses incurred by Tax Escrow Agent, including, without limitation, reasonable attorneys’ fees. 6. Resignation. Tax Escrow Agent may resign as Tax Escrow Agent upon giving not less than fifteen (15) days’ notice to Seller and Buyer, specifying the effective date of the resignation, in which event, prior to the effective date of such resignation, Seller and Buyer shall appoint a successor Tax Escrow Agent to serve upon the same terms, conditions and covenants set forth in this Tax Escrow Agreement. Upon receipt of a written notice, signed by each of Seller and Buyer, setting forth the identity and address of the successor Tax Escrow Agent, Tax Escrow Agent shall arrange a transfer of the Tax Escrow Fund to the successor Tax Escrow Agent, and upon such transfer, the resigning Tax Escrow Agent shall have no further obligations to Seller or Buyer under this Tax Escrow Agreement. If the resigning Tax Escrow Agent does not receive a written notice from Seller and Buyer of the appointment of a successor Tax Escrow Agent prior to the effective date of such resignation, the resigning Tax Escrow Agent shall have the right, without the obligation, to pay the Tax Escrow Fund into court and shall thereafter have no further obligation to Seller or Buyer under this Tax Escrow Agreement. 7. Federal Identification Number. Seller represents that its federal tax identification number is 22-1124720. 8. Notices. All notices required or permitted by this Tax Escrow Agreement 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, addressed as

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, addressed as follows: If to Tax Escrow Agent: __________________ __________________ __________________ __________________ Attention: ____________ If to Seller: 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: