4.1.1(C) SHALL BE CONCLUSIVELY
DEEMED TO BE AN ELECTION UNDER CLAUSE (II) ABOVE.
(D) IF, ON THE CLOSING DATE, THERE ARE ANY LIENS OR ENCUMBRANCES THAT SELLER IS
OBLIGATED TO DISCHARGE UNDER THIS AGREEMENT, SELLER SHALL HAVE THE RIGHT (BUT
NOT THE OBLIGATION) TO USE ANY PORTION OF THE PURCHASE PRICE TO PAY AND
DISCHARGE THE SAME, EITHER BY WAY OF PAYMENT OR BY ALTERNATIVE MANNER REASONABLY
SATISFACTORY TO THE TITLE COMPANY, AND THE SAME SHALL NOT BE DEEMED TO BE
UNPERMITTED EXCEPTIONS.
4.1.2
PERMITTED EXCEPTIONS TO TITLE.
THE PROPERTY SHALL BE SOLD AND
CONVEYED SUBJECT TO THE FOLLOWING EXCEPTIONS TO TITLE (THE "PERMITTED
EXCEPTIONS"):
(A) ANY STATE OF FACTS THAT AN ACCURATE SURVEY MAY SHOW;
3
(B) THOSE MATTERS SPECIFICALLY SET FORTH ON EXHIBIT B ATTACHED HERETO FOR EACH
PARCEL FORMING THE PROPERTY;
(C) ALL LAWS, ORDINANCES, RULES AND REGULATIONS OF THE UNITED STATES, THE STATE
AND CITY OF NEW YORK, OR ANY AGENCY, DEPARTMENT, COMMISSION, BUREAU OR
INSTRUMENTALITY OF ANY OF THE FOREGOING HAVING JURISDICTION OVER THE PROPERTY
(EACH, A "GOVERNMENTAL AUTHORITY"), AS THE SAME MAY NOW EXIST OR MAY BE
HEREAFTER MODIFIED, SUPPLEMENTED OR PROMULGATED ON OR BEFORE CLOSING;
(D) ALL PRESENTLY EXISTING AND FUTURE LIENS OF REAL ESTATE TAXES OR ASSESSMENTS
AND WATER RATES, WATER METER CHARGES, WATER FRONTAGE CHARGES AND SEWER TAXES,
RENTS AND CHARGES, IF ANY, PROVIDED THAT SUCH ITEMS ARE NOT YET DUE AND PAYABLE;
(E) ANY OTHER MATTER OR THING AFFECTING TITLE TO THE PROPERTY THAT PURCHASER
SHALL HAVE AGREED OR BE DEEMED TO HAVE AGREED TO WAIVE AS AN UNPERMITTED
EXCEPTION;
(F) A LEASE WITH SELLER (THE "NEW LEASE") IN THE FORM OF EXHIBIT C HERETO TO BE
ENTERED INTO ON THE CLOSING DATE AND CREATED IMMEDIATELY FOLLOWING DELIVERY OF
THE DEED AS CONTEMPLATED BY THIS AGREEMENT.
4.1.3
SURVEY.
PURCHASER SHALL ORDER, AT ITS SOLE COST AND EXPENSE,
WITHIN FIVE (5) BUSINESS DAYS FOLLOWING THE DATE OF EXECUTION AND DELIVERY BY
BOTH PARTIES OF THIS AGREEMENT, A SURVEY OF THE PROPERTY, PREPARED BY A SURVEYOR
LICENSED BY THE STATE OF NEW YORK, CERTIFIED BY SAID SURVEYOR TO PURCHASER AND
SELLER AS HAVING BEEN PREPARED IN ACCORDANCE WITH THE MINIMUM DETAIL
REQUIREMENTS OF THE ALTA LAND SURVEY REQUIREMENTS, AND CAUSE A COPY OF THE
SURVEY TO BE DELIVERED TO SELLER AND SELLER'S ATTORNEYS SIMULTANEOUSLY WITH THE
DELIVERY OF SAME TO PURCHASER.
4.2
DUE DILIGENCE REVIEWS.
EXCEPT FOR TITLE AND SURVEY MATTERS (WHICH
SHALL BE GOVERNED BY THE PROVISIONS OF SECTION 4.1 ABOVE), PURCHASER SHALL HAVE
UNTIL 5:00 P.M. (EASTERN TIME) ON THE DATE WHICH SHALL BE THE FORTY-FIFTH
(45TH) DAY FROM THE DATE OF EXECUTION AND DELIVERY BY BOTH PARTIES OF THIS
AGREEMENT (INCLUDING SUCH DATE OF DELIVERY) TIME BEING OF THE ESSENCE (THE
PERIOD OF TIME COMMENCING UPON THE ABOVE DELIVERY DATE AND CONTINUING THROUGH,
AND INCLUDING THE FORTY-FIFTH
(45TH) DAY FROM THE DATE OF EXECUTION AND
DELIVERY BY BOTH PARTIES OF THIS AGREEMENT (INCLUDING SUCH DATE OF DELIVERY)
BEING HEREIN CALLED THE "DUE DILIGENCE PERIOD") WITHIN WHICH TO PERFORM