203-22 Mutual General Release Covenant Not to Sue and Dismissal of Litigaiton - (combined).pdf

UPDATED 7/15/2022 § PM growing out of this Agreement, as a result of the negligence of the indemnifying Party, its successors, contractors, assigns and any other users or benoficiaries of this Agreement. This Paragraph 19 shall survive Closing. 5 ‘The parties further agree that Purchaser shall use commercially reasonable efforts to commence construction of the Project within five (5) years of the Effective Date of this Amendment. Accordingly, the Agreement shall be amended to add an additional paragraph entitled Reversionary Interest, which shall state the following: 20. Reversionary Interest. The Bargain and Sale Deed with Covenants Agairist Grantor’s Acts conveyed to the Purchase by Seller at the time of Closing pursuant to Paragraph 7(a) of this Agreement, shall contain the following provision: This conveyance is made on the coridition that Grantee or Grantee’s assigns use commercial reasonable efforts to Commence Construction of the Project within five (5) years of the Effective Date of a certain Amendment to Purchase and Sale Agreement between West Orange Senior Housing, LLC and the Township of West Orange. For purposes of this provision, the term “Commence Construction” shall mean commencing and undertaking the continuous and uninterrupted actual physical construction of the Project (or applicablé phase thereof), including demolition, site preparation, environmental remediation, construction of Improvements or construction or upgrading of infrastructure. All other Capitalized terms not otherwise defined herein shall have the meanings assigned to such terms in the Amendment to Purchase and Sale Agreement, ‘unless the context otherwise requires. If Grantee or Grantee's assigns fails to use commercial reasonable efforts to commence construction as required above, the property conveyed herein will revert to Grantor. Upon such reversion, seller shall within thirty (30) days of said reversion, refund to Purchaser or Purchaser's assigns the full Purchase Price, If the Property reverts to Seller pursuant to the terms contained within the deed and this Paragraph 5, Seller shall, within thirty (30) days of said reversion, refund to Purchaser or 5s