Township Council Meeting — Packet

9. Adjustments. All adjustments of real estate taxes, assessments and water/sewer charges and other credits, if any, shall be apportioned as of midnight of the day before the day of Closing. Any errors or omissions in computing adjustments shall be corrected within a reasonable time period following the Closing of title. This shall survive the Closing. 10. Defaults and Remedies. The Default of either party of the obligations as detailed in this Agreement shall be governed as follows: (a) If the Purchaser defaults hereunder or under the Redevelopment Agreement, the Seller's sole and exclusive remedy shall be to terminate this Agreement. (b) If the Seller defaults hereunder, the Purchaser shall have such remedies as Purchaser shall be entitled to at law or in equity, including, but not limited to, specific performance. 11. 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 and the Redevelopment 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 Agreement and any provision thereof may not be waived, changed or cancelled except by a written agreement signed by the parties. The parties hereby authorize their respective attorneys to agree in writing to any changes in dates and time periods provided for in this Agreement. 15. Further Assurances. Each party shall, at any time, executed, 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 Agreement. 16. Successors and Assigns. The covenants, conditions and agreements in this Agreement shall bind and inure to the benefit of Seller and Purchaser and

ut the intent and purpose of this Agreement. 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 only to the extent permitted under the Redevelopment Agreement. 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 4 #96123540.8 4912-6996-0637, v. 1