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

d. 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 thirty (30) years from the issuance of the certificate of occupancy for each residential unit; and e. the Easement. f. a deed restriction that provides for the perpetual existence and use of the Community Room Use (defined in paragraph 4 above). 8. Seller's Representations and Warranties. The Seller hereby represents and warrants as follows to the best of its knowledge: a. The Seller is the sole owner of the Property and has the full right, power and authority to sell, convey and transfer the same in accordance with the terms of this Contract. No person or entity has any right of first refusal, right of first offer, contract or other option to acquire the Property or any part thereof or interest therein. b. The Seller is a municipal corporation of the State of New Jersey and has all the requisite power and authority, in accordance with law, to enter into this Agreement and to carry out the transactions contemplated hereby. All proceedings required to be taken by or on behalf of Seller to authorize Seller to make, deliver and carry out this Agreement have been and will be duly and properly taken. The individual signing this Agreement on behalf of the Seller has been authorized to do so and the Purchaser can reasonably rely upon his action to bind the Seller. c. The execution, delivery and performance of the transaction contemplated pursuant to this Agreement will not violate the provision of any law, statute, rule or regulation to which the Seller or the Property is subject, or violate any judgment, writ, order, injunction or decree of any court applicable to Seller or the Property. d. The Seller is not a "foreign person", as that term is defined, for the purposes of the Foreign Investment in Real Property Tax Act; e. There are no leases, tenancies, licenses or other occupancy agreements to which the Seller is a party by which the Purchaser may be bound for any portion of the Property following the closing. Unless otherwise agreed to in writing by the Purchaser, the property will be delivered vacant and free and clear of all tenancies at the time of closing.

n of the Property following the closing. Unless otherwise agreed to in writing by the Purchaser, the property will be delivered vacant and free and clear of all tenancies at the time of closing. 9. Adjustments. All adjustments of real estate taxes, assessments and water/sewer charges, if any, shall be apportioned as of midnight of the day before the day of Closing. Any errors or omissions in computing adjustments shall be corrected within a reasonable time period following the Closing of title. This shall survive the Closing. 10. Defaults and Remedies. The Default of either party of the obligations as detailed in this Contract shall be governed as follows: 4 7620524.3