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

a. If the Purchaser defaults hereunder, the Seller's sole and exclusive remedy shall be to terminate this Agreement. b. If the Seller defaults hereunder, the Purchaser’s sole and exclusive remedy shall be to terminate this Agreement. 11. Assignment. This Contract may only be assigned to an approved Urban Renewal Entity in order to maintain compliance with the requirements of N.J.S.A. 40A:12-21(1) of the New Jersey Local Lands and Buildings Law in the sole and absolute discretion of the Township which must be approved by the Township in its sole and absolute discretion. 12. Governing Law. This Agreement shall be governed by, interpreted under, and construed and enforced in accordance with the laws of the State of New Jersey applicable to agreements made and to be performed wholly within the State of New Jersey. Jurisdiction for all disputes arising out of this Agreement shall be in the state courts of New Jersey. 13. Entire Agreement. This Agreement contains the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous representations, statements, understandings, and agreements, oral and written, between the parties, if any, with respect thereto. 14. Waiver; Amendments. This Contract and any provision thereof may not be waived, changed or cancelled except in writing. The parties hereby authorize their respective attorneys to agree in writing to any changes in dates and time periods provided for in this Contract. 15. Further Assurances. Each party shall, at any time, execute, acknowledge where appropriate and deliver such further instruments and documents and take such other action as may be reasonably requested by the other in order to carry out the intent and purpose of this Contract. 16. Successors and Assigns. The covenants, conditions and agreements in this Agreement shall bind and inure to the benefit of Seller and Purchaser and their respective permitted successors and assigns. This Agreement is binding upon all parties who sign it and all who succeed to their rights and responsibilities. 17. Termination Rights Related to Litigation. If third party litigation is commenced challenging the validity of this Agreement or the sale of the Property, then either party may terminate this

17. Termination Rights Related to Litigation. If third party litigation is commenced challenging the validity of this Agreement or the sale of the Property, then either party may terminate this Agreement by written notice to the other. Upon such termination, this Agreement shall be void and of no further force and effect and neither Party hereto shall have any rights, liabilities and/or obligations hereunder 18. Notices. All notices, demands or requests required or deemed to be given hereunder shall be given in writing and sent by registered or certified mail, return receipt requested, or overnight delivery service such as Federal Express, addressed to the attorneys for the parties as hereinafter provided: 5 7620524.3