124-22 Agreement of Sale and Purchase - W Orange and W Orange Senior Housing - Urban Renewal Entity.pdf

estate taxes that are a lien, but are not yet due and payable; and (c) easements, restrictions and encroachments that are of record and do not prohibit or negatively impact the Development Approvals in Purchaser's reasonable opinion. Within ninety days (90) days of the Effective Date of this Agreement, the Purchaser shall deliver to the Seller's attorney, a statement of any defects, encumbrances, encroachments or objections to title which are not specified in this agreement and which, in the reasonable opinion of the Purchaser, render the title unmarketable. If Purchaser notified Seller that the premises are affected by an encumbrance, outstanding interest or questions of title not consented to herein by Purchaser, which renders Seller unable to deliver title pursuant to this agreement, the Seller shall remove or satisfy the same within thirty (30) days of notice. In the event that the Seller fails to correct any such objection within this time period, the Purchaser may upon written notice to Seller cancel this Contract, or in the alternative, Purchaser may elect to accept such title as Seller is able to convey. a. Conditions Precedent to Closing. This Contract and the Purchaser's obligation to purchase the Property are subject to and conditioned upon the following: i. The final, non-appealable, perfected, and recorded subdivision of the Total Lot by the Seller, pursuant to N.J.S.A. 40A:55D- 31, in accordance with the specifications described on Exhibits A and B attached hereto. The subdivision of the Total Lot shall be the sole and absolute responsibility of the Seller. Seller shall be solely responsible for all costs, fees and expenses in subdividing the Total Lot. The Purchaser shall in no way be obligated to purchase the Property without the subdivision according to Exhibits A and B attached hereto. ii. Adoption of a final and non-appealable ordinance by the Township, acceptable in form and substance to the Purchaser, amending and/or supplementing the Township’s Land Development Ordinance to provide for zoning of the Property that permits as-of-right the development of the Project without variances, waivers or

enting the Township’s Land Development Ordinance to provide for zoning of the Property that permits as-of-right the development of the Project without variances, waivers or exceptions. iii. Confirmation of the accuracy and truthfulness of the representations made by Seller as provided for in Paragraph 8 of this Agreement. iv. Formation of an Urban Renewal Entity that shall succeed to the rights and obligations of Purchaser under this Agreement and shall be the Grantee to whom title is conveyed from the Seller at Closing. v. The preparation and execution of a deed restriction that restricts the rent or use of the units as low- and moderate-income residential housing for a term which shall be for at least thirty (30) years from the issuance of the certificate of occupancy for each residential unit to be recorded with the Closing Deliverables listed in paragraph 7. 2 7620524.3