PROJECT, INC. ET AL.,
DEFENDANTS, INDEX NO. 402727/02, WHICH OCCURRED IN CONNECTION WITH THE INITIAL
DEVELOPMENT AND CONSTRUCTION OF THE BUILDING, EITHER INSTITUTED OR PLANNED TO BE
INSTITUTED, WHICH WOULD AFFECT ADVERSELY EITHER THE USE AND OPERATION OF THE
PROPERTY FOR ITS PRESENT USE OR THE VALUE OF THE PROPERTY, NOR HAS SELLER
RECEIVED NOTICE OF ANY SPECIAL ASSESSMENT PROCEEDINGS AFFECTING THE PROPERTY.
21.
COMPLIANCE WITH ANTI-TERRORISM, EMBARGO,
SANCTIONS AND ANTI-MONEY LAUNDERING LAWS.
SELLER (I) IS NOT CURRENTLY
IDENTIFIED ON THE OFAC LIST AND (II) IS NOT A PERSON WITH WHOM A CITIZEN OF THE
UNITED STATES IS PROHIBITED TO ENGAGE IN TRANSACTIONS BY ANY TRADE EMBARGO,
ECONOMIC SANCTION, OR OTHER PROHIBITION OF UNITED STATES LAW, REGULATION, OR
EXECUTIVE ORDER OF THE PRESIDENT OF THE UNITED STATES.
SELLER AGREES TO CONFIRM
THIS REPRESENTATION AND WARRANTY IN WRITING ON AN ANNUAL BASIS IF REQUESTED BY
PURCHASER TO DO SO.
22.
COMMISSIONS AND FEES.
SELLER HAS NOT
INCURRED ANY OBLIGATION OR LIABILITY FOR ANY COMMISSION OR FEE THAT IS OR WILL
BE PAYABLE TO ANY PERSON BY REASON OF THE TRANSACTIONS CONTEMPLATED HEREBY,
INCLUDING WITHOUT LIMITATION THE CONSUMMATION OF THE SALE AND THE LEASE OF
SELLER'S INTEREST IN THE PROPERTY TO SELLER, EXCEPT FOR FEES PAYABLE TO
CUSHMAN & WAKEFIELD, INC. PURSUANT TO A SEPARATE AGREEMENT BETWEEN SELLER AND
CUSHMAN & WAKEFIELD, INC.
FURTHERMORE, THERE ARE NO COMMISSIONS OR FEES THAT IS
OR WILL BE PAYABLE TO ANY PERSON IN CONNECTION WITH THE LEASING OF ANY PORTION
OF THE PROPERTY, INCLUDING IN CONNECTION WITH ANY EXPANSIONS, EXTENSIONS
5
OF RENEWALS OF ANY EXISTING LEASES.
SELLER SHALL INDEMNIFY AND HOLD PURCHASER
HARMLESS FROM AND AGAINST ANY AND ALL LOSS, DAMAGE, LIABILITY OR EXPENSE,
INCLUDING COSTS AND REASONABLE ATTORNEYS' FEES, WHICH PURCHASER MAY INCUR OR
SUSTAIN BY REASON OF OR IN CONNECTION WITH ANY MISREPRESENTATION BY SELLER WITH
RESPECT TO THE FOREGOING.
23.
DOMESTIC STATUS.
SELLER IS NOT A FOREIGN
CORPORATION, FOREIGN PARTNERSHIP, FOREIGN TRUST AND/OR FOREIGN ESTATE (AS THOSE
TERMS ARE DEFINED IN THE INTERNAL REVENUE CODE OF 1986, AS AMENDED AND IN THE
ACCOMPANYING REGULATIONS), AND SELLER'S U.S. EMPLOYER IDENTIFICATION NUMBER IS
13-1102020.
24.
THIRD-PARTY RIGHTS.
EXCEPT AS DISCLOSED IN
THE TITLE REPORT, NO ENTITY OR PERSON HOLDS ANY RIGHT OF FIRST OFFER, RIGHT OF
FIRST REFUSAL OR ANY OTHER RIGHT OR OPTION TO PURCHASE OR OCCUPY ALL OR ANY
PORTION OF THE PROPERTY.
25.
ALTERATIONS.
THERE CURRENTLY ARE NO
ON-GOING OR PLANNED ALTERATIONS FOR ANY PORTION OF THE PROPERTY, EXCEPT FOR A
CLIMBING DETERRENT SYSTEM FOR A PORTION OF THE EXTERIOR OF THE BUILDING, WHICH
WORK HAS NOT YET BEEN COMMENCED.
26.
SUBWAY ENTRANCE.
THE DIAGRAM ATTACHED TO
SCHEDULE 10 SETS FORTH, IN ITS ENTIRETY, THAT PORTION OF THE SUBWAY ENTRANCE
THAT IS CONNECTED TO THE BUILDING FOR WHOSE MAINTENANCE THE CONDOMINIUM IS
RESPONSIBLE.
FURTHERMORE, THE WORK UNDER THAT CERTAIN SITE 8 DECLARATION OF
DESIGN, USE AND OPERATION BY AND BETWEEN NEW YORK STATE URBAN DEVELOPMENT
CORPORATION D/B/A EMPIRE STATE DEVELOPMENT CORPORATION AND 42ND ST. DEVELOPMENT
PROJECT, INC. AND DATED