TRANSACTIONS CONTEMPLATED BY THIS
AGREEMENT.
As used in this Agreement, the term "business day" shall mean every day other
than Saturdays, Sundays, all days observed by the federal or New York State
government as legal holidays and all days on which commercial banks in New York
State are required by law to be closed.
5.
STATUS OF TITLE.
Subject to the terms and provisions of this Agreement, Seller's interest in the
Premises and the Excess Development Rights shall be sold and conveyed by Seller
to Purchaser, and Purchaser shall accept same, subject only to the following
(collectively, the "Permitted Encumbrances"):
(A)
THE STATE OF FACTS DISCLOSED ON THE SURVEY OF THE PREMISES
PREPARED BY FIRST ORDER LLC AND ORIGINALLY DATED JANUARY 15, 2015 (THE "EXISTING
SURVEY");
(B)
THE STANDARD PRINTED EXCLUSIONS FROM COVERAGE CONTAINED IN THE
ALTA FORM OF OWNERS TITLE POLICY CURRENTLY IN USE IN NEW YORK STATE AND
PERTAINING TO THE PREMISES;
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(C)
ANY LIENS, ENCUMBRANCES OR OTHER TITLE EXCEPTIONS PERTAINING
TO THE PREMISES APPROVED OR WAIVED BY PURCHASER IN WRITING AS PROVIDED IN
SECTION 6;
(D)
PROPERTY TAXES WHICH ARE A LIEN UPON THE PREMISES BUT NOT YET
DUE AND PAYABLE, SUBJECT TO PRORATION IN ACCORDANCE WITH SECTION 7;
(E)
ANY LAWS, RULES, REGULATIONS, STATUTES, ORDINANCES, ORDERS OR
OTHER LEGAL REQUIREMENTS AFFECTING THE PREMISES OR LOT 58, INCLUDING, WITHOUT
LIMITATION, THOSE RELATING TO ZONING AND LAND USE;
(F)
ANY RECORDED UTILITY COMPANY RIGHTS, EASEMENTS AND FRANCHISES
FOR ELECTRICITY, WATER, STEAM, GAS, TELEPHONE OR OTHER SERVICE OR THE RIGHT TO
USE AND MAINTAIN POLES, LINES, WIRES, CABLES, PIPES, BOXES AND OTHER FIXTURES
AND FACILITIES IN, OVER, UNDER AND UPON THE PREMISES;
(G)
ANY INSTALLMENT NOT YET DUE AND PAYABLE AS OF THE CLOSING DATE
OF ASSESSMENTS IMPOSED AFTER THE DATE OF THIS AGREEMENT AND AFFECTING THE
PREMISES OR LOT 58 OR ANY PORTION THEREOF;
(H)
THE RIGHT, LACK OF RIGHT OR RESTRICTED RIGHT OF SELLER TO
CONSTRUCT AND/OR MAINTAIN (AND THE RIGHT OF ANY GOVERNMENTAL AUTHORITY TO
REQUIRE THE REMOVAL OF) ANY VAULT OR VAULTED AREA, IN OR UNDER THE STREETS,
SIDEWALKS OR OTHER AREAS ABUTTING THE PREMISES AND ANY APPLICABLE LICENSING
STATUTE, ORDINANCE AND REGULATION, THE TERMS OF ANY LICENSE PERTAINING THERETO
AND THE LIEN OF THE STREET, SIDEWALK OR OTHER AREA VAULT TAXES, SUBJECT TO
PRORATION AS PROVIDED IN SECTION 7;
(I)
ANY IMMATERIAL VARIATION BETWEEN TAX LOT LINES AND LINES OF
RECORD TITLE; AND
(J)
SUBJECT TO THE PROVISIONS OF SECTION 6(C) BELOW, ALL
VIOLATIONS OF LAWS, RULES, REGULATIONS, STATUTES, ORDINANCES, ORDERS OR
REQUIREMENTS, NOW OR HEREAFTER ISSUED OR NOTED.
6.
TITLE INSURANCE; LIENS.
(A)
(I)PURCHASER SHALL ORDER, AT ITS SOLE COST AND EXPENSE,
WITHIN FIVE (5) DAYS FOLLOWING THE DATE OF THIS AGREEMENT, A COMMITMENT FOR (A)
AN OWNER'S POLICY OF TITLE INSURANCE WITH RESPECT TO THE PREMISES, AND (B) A
DEVELOPMENT RIGHTS ENDORSEMENT WITH RESPECT TO THE EXCESS DEVELOPMENT RIGHTS
(THE "COMMITMENT") FROM ROYAL ABSTRACT OF NEW YORK LLC (THE "TITLE COMPANY").
SUCH COMMITMENT SHALL CONTAIN A CERTIFICATE OF PARTIES