PUBLIC NOTICE
MILLBURN TOWNSHIP
MILLBURN TOWNSHIP COMMITTEE
ORDINANCE 2742-26
PUBLIC NOTICE is hereby given that the following Ordinance was submitted in writing, introduced, read by title and passed on first reading at a meeting of the Township Committee of the Township of Millburn, in the County of Essex on Tuesday, March 17, 2026. The ordinance will be considered for final passage and adoption at the public hearing held at a special meeting beginning at 7:00 p.m. on Tuesday, April 7, 2026 at the Millburn Education Center, 434 Millburn Avenue, Millburn, New Jersey when and where or at such time and place to which said meeting may be adjourned, all persons interested will be given an opportunity to be heard concerning said ordinance. The Millburn Education Center will open for this meeting beginning at 6:45PM and details on the meeting and agenda may be located at town hall, on our website
https://www.twp.millburn.nj.us/AgendaCenter
or by contacting the Municipal Clerk's Office at 973-564-7092.
BY ORDER OF THE TOWNSHIP COMMITTEE
Christine A. Gatti, RMC, Township Clerk
ORDINANCE NO. 2742-26
AN ORDINANCE OF THE TOWNSHIP OF MILLBURN, COUNTY OF ESSEX, AUTHORIZING THE TOWNSHIP OF MILLBURN TO EXECUTE AN AGREEMENT OF SALE AS TO PORTIONS OF REAL PROPERTY LOCATED AT 10 HARAN CIRCLE, MILLBURN, NEW JERSEY 07041
WHEREAS, pursuant to N.J.S.A. 40A:12-1, et seq., a municipality may acquire any real property for public use; and
WHEREAS, Sandra Inwood (collectively, “Seller”) are the record owners adjacent to that certain property designated as Block 507, Lot 9 on the Township’s Tax Map, more commonly known as 10 Haran Circle, Millburn, New Jersey 07041 (the “Subject Property”); and
WHEREAS, the Township of Millburn Township Committee (the "Township Committee") has determined it is necessary to make improvements to this portion of the Subject Property to support the Township of Millburn's (the "Township") infrastructure; and
WHEREAS, the Township has determined the Subject Property is needed for the public use of improving Township infrastructure; and
WHEREAS, the Township has made a determination the sale price is within fair market value; and
WHEREAS, the Township has dedicated funds for the purchase; and
WHEREAS, the Township Committee believes that it is in the best interest of the Township to acquire the Property; and
WHEREAS, the Township Committee desires to enter into an agreement to purchase the Subject Property in the form substantially the same as that attached hereto as Exhibit “A”; and
NOWTHEREFORE, be it ordained by the Township Committee of the Township of Millburn, County of Essex, State of New Jersey as follows:
Section 1.
The Township of Millburn authorizes the purchase of a portion of the real property known and designated as Block 507, Lot 9 on the Tax Map of the Township of Millburn in accordance with the provisions of the Local Lands and Buildings Law pursuant to N.J.S.A. 40A:12-1, et seq.
Section 2.
The appropriate Township Officials, the Township Attorney, the Township Clerk and such other Township Officials and/or professionals are authorized and directed to execute any and all documents on behalf of the Township of Millburn in regard to this matter.
Section 3. Severability.
If any portion of this ordinance shall be deemed invalid by any court of competent jurisdiction, the remainder shall survive in full force and effect.
Section 4. Repealer.
All ordinances and parts of ordinances or resolutions inconsistent herewith are hereby repealed.
Section 5. When Effective.
This ordinance shall be effective immediately upon adoption and publication in accordance with law.
Posting Details – Ordinance 2742-26
Millburn Township Committee
Date Posted on Millburn Public Notices Page and Bulletin Board: 03/18/2026
“Exhibit A” of Ordinance 2742-26
AGREEMENT OF SALE
AGREEMENT FOR SALE OF REAL ESTATE (the "Agreement") made and entered into this ____ day of _______________, 2025, by and between Sandra Inwood, who is the owner of and resides at the address of 10 Haran Circle, Millburn, New Jersey 07041 hereinafter referred to as "Seller" and the Township of Millburn, a body politic of the state of New Jersey whose address is 375 Millburn Avenue, Millburn, New Jersey 07041 hereinafter referred to as "Buyer".
W I T N E S S E T H:
WHEREAS, Seller is the owner of certain real property located at 10 Haran Circle, Millburn Township, Essex County, New Jersey 07041 also known as Block 507, Lot 9 on the tax map (the "Property"); and
WHEREAS, Seller desires to transfer, sell and convey the Property to Buyer and Buyer wishes to acquire the Property from Seller; and
WHEREAS, the Property is more particularly described on Exhibit "A" hereto; and
WHEREAS, the Buyer’s execution of this Agreement is contingent upon the passing of an Ordinance by the Township Committee authorizing such execution; and
WHEREAS, the closing to purchase the Property is contingent upon the Township Committee's approval of such purchase; and
N O W T H E R E F O R E:
IN CONSIDERATION of the premises and respective undertakings of the parties hereinafter set forth, the parties hereto agree as follows:
1. Transfer of Property.
Seller agrees to convey to Buyer and Buyer agrees to accept from Seller all of Seller’s right, title and interest in and to the Property, including but not limited to: (i) the land lying in the bed of any street, highway, road, or avenue, opened or proposed, in front of or adjoining the land, to the center line thereof; (ii) any rights of way, appendages, appurtenances, sidewalks, alleys, gores, or strips of land adjoining or appurtenant to the land and used in conjunction; (iii) any award made or to be made in lieu of any of the foregoing and any unpaid award for damage to the land by reason of change of grade of any street, road or avenue. Seller will execute and deliver to Buyer on the closing of title hereunder or thereafter, on demand, all proper instruments for the conveyance of such right, title and interest and for the assignment and collection of any such awards. The transfer shall be subject to all of the terms and conditions set forth in this Agreement, free and clear of any liens, mortgages or other encumbrances.
2. Purchase Price.
a. The purchase price to be paid by the Buyer to the Seller for the Property shall be equal to ALL CAPS PRICE ($________) DOLLARS (the "Purchase Price").
b. The Buyer acknowledges that other than the requirements set forth in this Agreement, this transaction is not contingent upon or subject to any other requirement on the part of the Buyer other than the Buyer obtaining legislative approval.
3. The Closing.
The consummation of the transaction contemplated by this Agreement (the "Closing") shall take place by mail on or before the ninetieth (90th) day after legislative approval is obtained by the Buyer, (the "Closing Date"). Notwithstanding the foregoing, in the event legislative approval is not attained by the Closing Date then Seller shall have the option, at Seller's sole discretion, to either extend the Closing Date in increments of time necessary to carry through to the next legislative session, or Seller may cancel this Agreement, in which event this Agreement shall become null and void and neither party shall have any recourse against the other except that Seller shall refund to Buyer any contract deposit paid on account of the Agreement. The following shall take place at the Closing:
a. Seller shall execute and deliver to Buyer a Bargain and Sale Deed without covenants (the "Deed") for the Property, such Deed to be made subject to the title matters as to which conveyance is to be accepted by the Purchaser hereunder.
b. Buyer shall pay to Seller the Purchase Price subject to any applicable adjustments as of the Closing Date for rental income, real estate taxes, utilities including but not limited to oil, gas, water, sewer and electric charges. Seller will pay for all recording fees and realty transfer taxes, if any, incidental to the conveyance of title.
c. At the closing, the parties shall execute and deliver to each other a closing statement, Affidavit of Consideration, Affidavit of Title reasonably acceptable to Buyer, Seller's Residency Certificate/Exemption form, An affidavit of the Seller representing that Seller is a United States citizen and not subject to the withholding tax provisions of the Foreign Investment in Real Property Tax Act (FIRPTA), a 1099-S Reporting Form in accordance with Section 6045I of the Internal Revenue Code, a certificate stating that the representations of Seller set forth in this Agreement are true and correct as of the Closing Date, and any other instruments required to be delivered under any provisions of this Agreement, or reasonably requested by the attorney for either party or the Title Company in connection with this transaction.
4. Condition of Title.
a. Title to the Property shall be good, marketable, and shall be insurable, at regular rates by any reputable title insurance company licensed to do business in the State of New Jersey. Notwithstanding the foregoing, Buyer acknowledges that the Property is being sold and conveyed "as is" and Buyer agrees to purchase and accept the Property subject to the following which shall not be deemed to be title defects rendering title to the Property unmarketable but instead shall constitute permitted exceptions:
i. Zoning ordinances and other applicable governmental regulations and requirements;
ii. Rights of the public and adjoining owners in highways, streets, roads and lanes bounding or running through or adjacent to the Property.
iii. Retaining walls and other walls, bushes, trees, hedges, fences and the like extending from or onto the Property;
iv. Any portion of the Property lying in the bed of any public street;
v. Rights and easements relating to the operation, and maintenance of utility lines, wires, cables, pipes, poles, distribution boxes and other such equipment in, on, through, over, or under the Property;
vi. All notices of violation of law or municipal ordinances, orders or requirements now or prior to the Closing issued by any governmental department, agency or regulatory authority;
vii. Liens for unpaid but not past due taxes, assessments, water charges and sewer rents;
viii. Such liens, easements, restrictions, conditions or other encumbrances known to the State as of the Effective Date;
ix. Rights of all tenants or other occupants at the Property;
x. Standard conditions and exceptions to title insurance contained in the currently effective ALTA Owner's Standard Form B Title Insurance Policy; and
xi. Such state of facts which a survey and/or physical inspection of the Property disclosed at or prior to the sale or may be disclosed prior to or at the Closing.
b. Buyer shall have the right, at its sole cost and expense, to have the title to the Property examined by a reputable title company authorized to do business in the State of New Jersey within forty-five (45) days of the "Effective Date." Buyer shall deliver a copy of the report of title within five (5) business days of Buyer's receipt of such document to Seller's attorney but in no event later than the above forty-five (45) day period, together with written notice of any encumbrance, interest, or exception of title disclosed by the title report that would render title unmarketable pursuant to Section 4(a) hereof. Buyer's failure to obtain a title report or its failure to set forth in its notice to Seller any title question relating to the marketability of the Property, shall be deemed a waiver of each such title question or possible claim. If such marketable, insurable title cannot be conveyed by Seller, Buyer shall have the option of taking such title as Seller can convey without any abatement in the Purchase Price or declaring this Agreement null and void, without any further obligation on behalf of either party except that Seller shall promptly return the Deposit without interest to Buyer.
5. Survey.
Buyer, at its sole cost and expense, shall obtain a survey of the Property together with a metes and bounds description. Buyer shall provide Seller with a copy of the survey and metes and bounds description by no later than forty-five (45) days of the "Effective Date."
6. Due Diligence Contingency.
a. Buyer shall have the right, at its sole cost and expense, to perform any inspection of the Property which Buyer chooses to perform. Buyer, prior to any physical/environmental inspections, shall tender to Seller adequate proof of liability and property insurance. Seller agrees to permit Buyer to inspect the Property at any reasonable time. Seller shall provide Buyer with access to all necessary documents in the possession or control of Seller and/or its consultants pertaining to the Property, including but not limited to the environmental condition of the Property.
b. Buyer shall have ninety (90) days from the execution of this Agreement (the "Due Diligence Period") to perform any and all inspections in the Property as set forth above.
c. Buyer may cancel this Agreement for any reason or no reason prior to the expiration of the Due Diligence Period. If Buyer's inspections reveal any matters which in Buyer's sole judgment are unacceptable, then Buyer may: (i) cancel this Agreement prior to expiration of the Due Diligence Period for any reason or no reason; or (ii) Buyer shall notify Seller in writing of any such matter, or unacceptable conditions. Such notice to Seller shall be made within seven (7) business days of the expiration of the Due Diligence Period. In the event such notice is received by Seller within the time frame specified above, Seller shall advise Buyer within seven (7) business days from the day of receipt whether or not it intends to correct such matters. Failure by the Seller to correct any matters which Buyer finds unacceptable shall be considered a cancellation of this Agreement by the Seller.
7. Approvals.
This Agreement is fully contingent upon governmental approval by the Township Committee of the Township of Millburn. The Parties agree that this Agreement is subject to approval by the Township Committee of the Township of Millburn and the passing of an Ordinance authorizing the execution of same. In the event that such Ordinance is not adopted this Agreement shall be void.
8. Closing Adjustments.
All customary adjustments, including real estate taxes shall be made as of midnight of the day preceding the closing.
9A. Representations and Warranties of Seller.
Seller represents and warrants to Buyer that the following statements are true as of the date of this Agreement and will be true as of the date of closing:
a. Seller has all requisite power and authority to consummate the transactions contemplated hereunder and has duly authorized execution and delivery of this Agreement and the consummation of all transactions contemplated hereunder.
b. The execution and performance of this Agreement shall not be a breach or violation of any Agreement to which the Seller is a party.
c. All persons or entities having legal or equitable title or interest in the Property (or whose joinder in the Deed would be necessary to convey to Buyer title to the Property as provided herein) have been identified herein and have executed this Agreement as "Seller".
d. Seller is not aware of any civil, administrative, arbitration, or other actions, suits or proceedings pending or threatened against or affecting the Property.
e. To the best of Seller's knowledge: (i) there has never been any release, discharge or spill upon, in or under the Property, or to any adjacent or neighboring property of any hazardous materials, as defined by law and the Property is not presently, and to the best of Seller's knowledge, has never been used for the generation, manufacture, storage, treatment discharge or disposal of hazardous materials; (ii) there are no claims, litigation, administrative proceedings, actual or threatened, or judgments or orders, or any notices, relating to any hazardous substances or any environmental condition concerning the Property; (iii) the Property is in compliance with all existing state and federal statutes, rules and regulations including, but not limited to, those concerning hazardous substances, hazardous wastes and environmental clean-up including, but not limited to, the New Jersey Industrial Site Recover Act ("ISRA"), The New Jersey Spill Compensation and Control Act (N.J.S.A. 58:10-23.11 et seq.), the Resource Conservation and Recovery Act (42 U.S.C. § 6901, et seq.) and the Underground Storage of Hazardous Substances Act (N.J.S.A. 58:10a-21) (collectively, "Governmental Regulations"); (iv) there are no claims pending, or to the best of Seller's knowledge threatened, against the Seller by either the United States Environmental Protection Agency ("EPA") or the New Jersey Department of Environmental Protection ("DEP") that would require the Property to be a part of a lien for a clean-up of "hazardous wastes" or "hazardous substances" located on the Property.
e. Seller has never received any letter or other communication, written or oral, from the EPA, the DEP or other governmental subdivision having jurisdiction over the Property relating to the presence of hazardous substances on or under the Property.
f. Seller has not and does not now use hazardous substances or hazardous wastes at the Property.
g. To the best of Seller's knowledge, there are no underground storage tanks currently on the Property. If there is an underground tank or tanks at the Property, Seller shall remove same prior to Closing and remediate any contamination, all in accordance with applicable law.
h. There are no ground leases, master leases, options to purchase or any other covenants, agreements, instruments or documents which encumber and bind the Property, (other than the lien of current taxes not yet due and payable).
i. Seller, as a transferor of "United States real property interests," as defined in the Tax Reform Act of 1984, is not "a "foreign person" as such term is defined in the Act. The Seller's name and address are set forth in this Agreement.
j. To the best of Seller's knowledge, there are no facts or conditions known to Seller which will result in the termination of the present access or the interference with the future access from the Property to any utility services or to existing highways and roads. To the best of Seller's knowledge, utility service at the Property is not dependent on any private easements or any other utilities which require the payment of hook-up and periodic use/service fees. The Property abuts on dedicated public streets and there is ingress and egress to such streets.
k. Seller does not have an NAICS number that would trigger ISRA as a result of the Closing.
9B. Representations and Warranties of Buyer.
a. Buyer represents that it has sufficient funds and/or is creditworthy to obtain financing to purchase the Property and finance the costs associated with the Approvals referenced in paragraph 6 above.
b. Buyer stipulates that this Agreement is not contingent or conditioned upon approval of any financing.
10. Environmental Conditions.
a. Any required or desired further investigation, delineation, abatement of hazardous substances and remediation of environmental conditions at the Property shall be performed by Buyer post-Closing at its sole cost and expense in compliance with, as applicable, all federal, state or local laws, statutes, ordinances, regulations and/or the like including, without limitation (to the extent applicable): the Comprehensive Environmental Response, Compensation and Liability Act (42 U.S.C. § 9601 et seq.), the Resource Conservation and Recovery Act (42 U.S.C. § 6901 et seq.), the Toxic Substances Control Act (15 U.S.C. § 2601 et seq.), the Clean Water Act (33 U.S.C. § 1251 et seq.), the Safe Drinking Water Act (42 U.S.C. § 300f et seq.), the Federal Clean Air Act (42 U.S.C. § 7401 et seq.), the Industrial Site Recovery Act (N.J.S.A. 13:1K-6 et seq.), the Underground Storage of Hazardous Substances Act (N.J.S.A. 58:10A-21 et seq.), the Spill Compensation and Control Act (N.J.S.A. 58:10-23.11 et seq.), and the Water Pollution Control Act (N.J.S.A. 58:10A-1 et seq.). The term "hazardous substances" shall mean any hazardous, toxic or dangerous waste, substance or material, pollutant or contaminant as defined in the above federal, state or local laws, statutes, ordinances and regulations.
b. The delivery of the Deed pursuant to this Agreement shall be deemed to be full performance of Seller's obligations to abate hazardous substances or remediate environmental conditions at, under or on the Property. The delivery of the Deed by Seller to Buyer shall further be deemed to be a complete, unqualified, irrevocable release by Buyer of Seller, for all time, matters and purposes whatsoever from any responsibility or liability to Buyer regarding any and all hazardous substances or environmental conditions that exist at, under or on the Property or arising from offsite activities of any one or more of Buyer or any third party. Said release by Buyer of claims, matters or things enumerated herein, including those matters or claims of which Buyer is not aware shall apply to such claims, causes, matters, transactions, incidents, acts, omissions or things thereof, resulting from anything which has happened up to the Closing. The foregoing provisions shall survive the Closing and shall be incorporated into the Deed as a binding covenant from Buyer to Seller.
11. Failure to Perform by Seller.
In the event that Seller shall default in any of its obligations under this Agreement, Buyer's sole remedy shall be to seek specific performance of this Agreement.
12. No Waiver.
No delay or omission by either party in exercising any right or power arising from any Default by the other shall be construed as a waiver of any such right or Default or as an acquiescence therein, nor shall any single or partial exercise thereof constitute a waiver. No waiver of any Default hereunder shall be construed to be a waiver of, or acquiescence in, or consent to, any previous or subsequent Default.
13. Brokerage.
The parties represent that they have not dealt with any broker. Buyer will indemnify, defend and hold Seller harmless against any claim or liability which Seller is legally obligated to discharge to any broker and which is imposed wholly or partly because of Buyer's relations or contact with such broker or its representative, together with all reasonable legal expenses and costs incurred in connection with such claim or liability. Seller will indemnify, defend and hold Buyer harmless against any claim or liability which Buyer is legally obligated to discharge to any broker and which is imposed wholly or partly because of Seller's relations or contact with such broker or its representative, together with all reasonable legal expenses and costs incurred in connection with such claims or liability. This paragraph shall survive delivery of the Deed and be indefinite.
14. Notices.
Any notices, demands or writings of any kind required or permitted to be given hereunder shall be given in writing and shall be delivered (a) by certified mail, postage prepaid, return receipt requested, (b) by Facsimile or (c) by a commercial overnight courier that guarantees next day delivery and provides receipt (e.g., FedEx), and such notices shall be addressed as follows:
A. If to Buyer: Millburn Township
375 Millburn Avenue
Millburn, New Jersey 07041
Attn: Alexander McDonald, Business Administrator
Email:
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With a copy to: Jarrid H. Kantor, Esq.
Antonelli Kantor Rivera PC
354 Eisenhower Pkwy, Suite 1000
Livingston, NJ 07039
Fax: 908.866.0336
Email:
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B. If to Seller: [ ]
Either party may, by notice given aforesaid, change its address for all subsequent notices. Any notice shall be effective only upon receipt, which for any notice given by facsimile shall mean notice that has been received by the party to whom it is sent as evidenced by confirmation slip.
15. Modification.
This Agreement may not be changed, modified or terminated orally by either Party. It may be changed, modified or terminated only by written agreement executed by both Parties hereto.
16. Severability.
In the event any provision hereof is found to be unenforceable or invalid, such a finding shall not affect the enforceability or validity of any other provision, and any determination that the application of any provision hereof to any person or circumstances is illegal or unenforceable shall not affect the enforceability or validity of such provision as it may apply to any other persons or circumstances.
17. Binding Effect.
This Agreement shall inure to the benefit of and be binding upon the Parties hereto and upon their respective heirs, executors, administrators, representatives, successors and assigns.
18. Superseding Agreement.
This Agreement supersedes, replaces and terminates any prior easements existing on the Property and any easements or agreements between the parties regarding the Property.
19. Interpretation.
When the context in which words are used in the Agreement indicates that such is the intent, words in the singular number shall include the plural, and vice versa, and words in the masculine gender shall include the feminine and neuter genders, and vice versa. The word Party shall mean Buyer or Seller, as appropriate to the context.
20. Headings.
The paragraph headings used in the Agreement are for convenience of reference only and are not intended to be a part of or to define, limit or otherwise affect the meaning or interpretation of this Agreement. All Paragraph references in this Agreement are to the Paragraphs of this Agreement, unless expressly stated to the contrary.
21. Counterparts.
This Agreement may be executed in two (2) or more counterparts, all of which, when taken together, shall constitute one (1) original. This Agreement and any amendment shall be binding if executed with an original signature or by facsimile or electronically transmitted signature.
22. Entire Agreement.
This Agreement contains the entire agreement between the Parties hereto relating to the Property and supersedes all prior and contemporaneous negotiations, understandings and agreements, whether written or oral, between the parties hereto with respect to the Property.
23. Calculation of Time Periods.
With respect to any time periods set forth herein which are calculated from the date of this Agreement, it is understood and agreed that such time period commences from the date of final execution of this Agreement by all parties hereto and delivered to each party's respective counsel. The date of this Agreement shall not be affected by the execution of any subsequent riders or amendments, unless set forth in such riders or amendments. If any date referred to herein falls on a weekend or legal Federal holiday, then such date shall be deemed to fall on the next business date. Time shall be of the essence with regard to all time periods specified herein.
24. Possession.
At the Closing the Buyer will be given possession of the Property in the state of condition that it existed as of the date of this Agreement. The Property shall be vacant and no tenant, licensee or other party will have any right to the Property.
25. Operation Pre-Closing.
Until the Closing, Seller shall:
a. at reasonable times until closing give Buyer and its agents or designees full access to the Property for inspections and appraisals at reasonable times;
b. comply with all federal, state and municipal laws, regulations and requirements which apply to it or to any portion of the Property or to any adjacent street or other public area or to the maintenance, operation or use thereon;
c. promptly comply with all notices from governmental agencies pertaining to the Property;
d. promptly inform Buyer, in writing, of any material event adversely affecting the Property;
e. not enter in to any agreement to sell, convey or otherwise transfer any interest in the Property to any other person or entity;
f. not, until the closing of title, mortgage the property or otherwise create or suffer to exist any manner of lien or encumbrance upon or affecting title to the Property;
g. not take any actions that would create any additional, or modify, amend or terminate any existing, covenants, conditions, restrictions, easements, liens, rights, rights of way or other encumbrances affecting title to the Property.
26. Further Assurance.
From time to time after the Closing Date, Seller, without charge, unless there is a cost to Seller to comply, in which case Buyer shall reimburse Seller in full, shall perform such other acts, and shall execute and acknowledge and shall furnish such other instruments, documents, materials and information, as Buyer may reasonably request and is required in order to confirm the consummation of the transaction provided for in this Agreement. This provision shall survive Closing. If it becomes apparent that any adjustment was not properly accounted for at closing, the parties agree to adjust any such item post-closing.
27. Bulk Sales.
Both parties agree to comply with the bulk transfer requirements set forth under N.J.S.A. 54:50-38 (the "Act"). Buyer shall have the right to file a Notification of Sale, Transfer, or Assignment in Bulk with the State of New Jersey Department of the Treasury, Division of Taxation (the "Division"). At the request of Buyer, in a timely manner, Seller shall properly complete all forms provided to it under the Act or deliver to Buyer the information required by the Division, including but not limited to Seller's EIN. Seller's net proceeds shall be reduced by any amount which the Division informs Buyer must be withheld (the "Bulk Sale Escrow"), which shall be held in escrow by Buyer's title company or attorney and any such amount shall be deemed to have been paid to Seller for purposes of satisfying Buyer's obligations to Seller under this Agreement. Seller hereby authorizes the disbursement of such proceeds from such Bulk Sales Escrow account to pay the amounts directed by the State of New Jersey under the Act. Any balance remaining in the Bulk Sales Escrow after such payment shall be forwarded promptly to Seller. Seller shall indemnify and hold Buyer harmless from any State income tax liability which Buyer may incur under the Act by reason of this transaction.
28. No Assignment.
This Agreement may not be assigned by Buyer unless agreed to in writing by the Seller. Notwithstanding the foregoing, Buyer may assign its rights and obligations hereunder without Seller's approval to a newly formed entity so long as the assignee receives the rights to the deposit in the same assignment.
29. Attorneys’ Fees.
Each party shall pay its own attorneys fees in connection with the transaction addressed by this Agreement.
30. Governing Law.
This Agreement shall be governed by and construed in accordance with the laws of the State of New Jersey. Any dispute as the subject of this Agreement shall be venued in the Superior Court of New Jersey, Essex County.
31. Limitation of Municipal Liability.
Seller agrees that nothing in this Agreement shall make Buyer or its employees or agents liable to pay any damages or costs for which it and/or they have no liability under the New Jersey Tort Claims Act, N.J.S.A. 59:1-1 et seq., and/or the New Jersey Contractual Liability act, N.J.S.A. 59:13-1 et seq.
32. Subdivision Approval.
Seller agrees, to the extent necessary, to provide all reasonable assistance to Buyer in obtaining subdivision approval for the Property before the Township of Millburn Planning Board.
THE REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK
IN WITNESS WHEREOF, the Parties hereto have set their hand and seals or caused these presents to be executed as of the day and date first above written.
WITNESS/ATTEST SELLER: SANDRA INWOOD
______________________ By:
Name: Sandra Inwood
Title: Owner
WITNESS/ATTEST BUYER: TOWNSHIP OF MILLBURN
_______________________ By: ______________________________
Name:
Title: Mayor
ESCROW AGENT:
________________
By: ______________________
Name:
Title:
EXHIBIT "A" of
LEGAL DESCRIPTION of Agreement of Sale
