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

vi. The preparation and execution of the Easement to be recorded with the Closing Deliverable listed in paragraph 7. vii. The preparation and execution of a deed restriction containing the Community Room Use set forth in paragraph 4. 6. Closing Date and Location. The closing of this transaction contemplated herein shall take place on the first business day sixty (60) days after the later of (i) all conditions precedent to closing in Paragraph 5 and 5(a) of this Agreement are satisfied, and (ii) the date upon which the new West Orange Public Library becomes constructed and operational, or the Township waives such condition in writing. The Closing shall be held at the offices of the Buyer’s attorney or at another location selected by the Parties. If the conditions of closing set forth herein are not satisfied within two (2) years of the Effective Date, as may be further extended upon mutual agreement by the parties, either party may cancel this Agreement in writing to the other party, and from that point forth shall have no further obligations to the other party under this Agreement. 7. Closing Deliverables. At the Closing, the Seller shall deliver the following to the Purchaser: a. A Bargain and Sale Deed with Covenants Against Grantor's Acts in proper statutory short form for record, duly executed and acknowledged, so as to convey to Purchaser fee simple title to the Property, free of all encumbrances, except as otherwise stated herein; b. The Seller shall also deliver to Purchaser at the time of closing a resolution of the Township Council for the Townchip of West Orange authorizing this Agreement; and c. Such other documentation as may be reasonably requested by the Purchaser's title company, so as to effectuate the transfer of title and the clearance of any title objections that said company may have. d. The West Orange Public Library vacates the Property. No obligation exists to leave the Property in broom clean condition. At the Closing, the Purchaser shall deliver the following to the Seller: a. Payment in the amount of the Purchase Price; b. documentation confirming the formation and approval of an Urban Renewal

iver the following to the Seller: a. Payment in the amount of the Purchase Price; b. documentation confirming the formation and approval of an Urban Renewal Entity pursuant to applicable law; c. documentation confirming that the new Urban Renewal Entity is authorized to succeed to the rights and obligations of Purchaser under this Agreement; 3 7620524.3