230-26 Agreement of Sale - 18 Central Avenue and 8-10 Central Avenue West Orange 7.29.26(96123540.8).pdf

1 #96123540.8 4912-6996-0637, v. 1 230-26 AGREEMENT OF SALE AND PURCHASE This AGREEMENT OF SALE AND PURCHASE is made this 4th day of August, 2026, (the "Effective Date") by and among, the Township of West Orange, a public body politic and corporate of the State of New Jersey, having an address at 66 Main Street, West Orange, New Jersey (the "Seller"), and 18 Central Avenue Urban Renewal LLC, (the "Purchaser"). WHEREAS, Seller and Purchaser entered into Redevelopment Agreement dated March 11, 2021, as amended in March 2026 (the “Redevelopment Agreement”). Capitalized terms used herein and not otherwise defined shall have the meaning set forth in the Redevelopment Agreement; [WHEREAS, the Redevelopment Agreement provides that Redeveloper shall purchase real property commonly known as 18 Central Avenue, West Orange, New Jersey and 8-10 Central Avenue, West Orange, New Jersey, designated as Block 9, Lot 32 and 36 on the tax map of the Township of West Orange (the "Property") 1. Agreement. For the consideration hereinafter set forth, but subject to the terms, provisions, covenants and conditions herein contained, Seller agrees to sell and to convey and Purchaser agrees to purchase the Property. 2. Purchase Price. The purchase price to be paid by Purchaser to Seller for the property is One Million Five Hundred Thousand ($1,500,000) Dollars (the "Purchase Price"), subject to the adjustments as set forth in the Redevelopment Agreement, to be confirmed and determined prior to closing, and shall be paid at closing by wire transfer in immediately available funds. 3. As Is Purchase. The Property shall be conveyed to the Purchaser in an "as is, where is" condition, based on the condition of the Property on the date of closing, without any representation or warranty by Seller as to any matters concerning the condition of the Property. 4. Title. Title to be conveyed to the Property at closing shall be good and insurable title, free and clear of all liens, claims, restrictions and encumbrances whatsoever, including tenancies of any kind, but subject to (a) zoning and subdivision laws and regulations; (b) real 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 (collectively, “Permitted

ble; 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 (collectively, “Permitted Encumbrances”). Within ninety (90) days of the Effective Date (“Title Objection Period”) or if elected sooner by the Purchaser, the Purchaser shall deliver to the Seller's attorney, a statement of any defects, encumbrances, encroachments or objections to title which are not Permitted Encumbrances and which, in the reasonable opinion of the Purchaser, render the title unmarketable (“Title Objections”). If Purchaser notified