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

2 #96123540.8 4912-6996-0637, v. 1 Seller of any Title Objections within the Title Objection Period, the Seller shall use reasonable good faith efforts to attempt to remove or satisfy the same within thirty (30) days of receipt of the Title Objections from Purchaser (“Cure Period”), but shall have no obligation to do so. In the event that the Seller fails to correct any such Title Objection within this Cure Period, the Purchaser may upon written notice to Seller terminate this Agreement. If Purchaser does not terminate this Agreement within ten (10) days of the expiration of the Cure Period, Purchaser shall be deemed to have waived such Title Objections and shall accept title as Seller is able to convey. 5. Conditions Precedent to Closing. This Contract and the Purchaser's obligation to purchase the Property are subject to and conditioned upon confirmation of the accuracy and truthfulness of the representations made by Seller as provided for in Paragraph 8 of this Agreement and the delivery by Purchaser to Seller of an executed Deed of Easement and Access Agreement for twenty-two (22) parking spaces in the parking lot constructed as part of the Project, pursuant to Section 4.06 of the Redevelopment Agreement. 6. Closing Date and Location. The closing of this transaction contemplated herein shall take place within thirty (30) days from the Remediation Completion Date or, if elected by the Purchaser, prior to the Remediation Completion Date after the conclusion of the Title Objection Period. If the Purchaser elects to close prior to the Remediation Completion Date, the Purchaser shall become the Person Responsible for Conducting the Remediation (“PRCR”) and shall be solely responsible for the environmental obligations and costs after closing, including but not limited to ongoing environmental investigation, Remediation, regulatory compliance, and continuing and on-going New Jersey Department of Environmental Protection (“NJDEP”) case obligations, engineering and institutional controls, monitoring and reporting following the conveyance of the Property. Further, the Purchaser acknowledges that NJDEP advised that, pursuant to N.J.S.A. 58:10B- 25.2, if the Hazardous Discharge Site Remediation Fund (“HDSRF”) Grant funds are spent after the municipality no longer has an ownership interest in the Property, the Grant expenditures may become a debt of the Property

ous Discharge Site Remediation Fund (“HDSRF”) Grant funds are spent after the municipality no longer has an ownership interest in the Property, the Grant expenditures may become a debt of the Property owner to the fund and a lien may be placed on the Property in the amount of the Grant. To the extent authorized under applicable law and NJDEP regulations, Seller shall continue to utilize the HDSRF Grant funding after closing, provided however, that the Purchaser shall reimburse and indemnify the Seller, pursuant to Paragraph 5 of the March 2026 Amended Redevelopment Agreement, for any costs or expenses that the Seller may incur as a result of the Purchaser’s election to close prior to the Remediation Completion Date, including but not limited to the HDSRF Grant expenditures that may become a debt upon the Property, as set forth above. The Purchaser shall allow access to the Property for the Seller’s Licensed Site Remediation Professional (“LSRP”), environmental consultants, and contractors during any time that the Seller remains the PRCR and is continuing to utilize the HDSRF Grant, to the extent authorized under applicable law and NJDEP regulations. The Closing shall be held by escrow through the title company.