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

3 #96123540.8 4912-6996-0637, v. 1 7. Closing Deliverables. At the Closing, the Seller shall deliver the following to the Purchaser: (a) A Bargain and Sale Deed with Covenants Against Grantor's Acts in proper statutory short form for record, duly executed and acknowledged, so as to convey to Purchaser fee simple title to the Property, free of all encumbrances, except as otherwise stated herein. (b) The Seller shall also deliver to Purchaser at the time of closing a resolution of the municipal governing body authorizing the sale and delivery of the deed. (c) Such other documentation as may be reasonably requested by the Purchaser's title company, so as to effectuate the transfer of title. 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 Agreement and the Redevelopment Agreement. 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

nvestment 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.