AS THE "DEPOSIT".
UPON THE EXPIRATION OF THE DUE
DILIGENCE PERIOD, THE DEPOSIT SHALL BECOME NON-REFUNDABLE, SUBJECT TO THE TERMS
OF THIS AGREEMENT.
3.2
CLOSING PAYMENT.
THE PURCHASE PRICE, AS ADJUSTED BY THE
APPLICATION OF THE DEPOSIT AND BY THE PRORATIONS AND CREDITS SPECIFIED HEREIN,
SHALL BE PAID BY PURCHASER, BY WIRE TRANSFER OF IMMEDIATELY AVAILABLE FEDERAL
FUNDS TO AN ACCOUNT OR ACCOUNTS DESIGNATED IN WRITING BY SELLER.
4.
TITLE MATTERS; CONDITIONS PRECEDENT.
4.1
TITLE MATTERS.
4.1.1
TITLE TO THE PROPERTY.
(A) AS A CONDITION TO THE CLOSING (AS DEFINED IN SECTION 5) A TITLE INSURANCE
COMPANY LICENSED TO DO BUSINESS IN NEW YORK STATE (COLLECTIVELY, THE "TITLE
COMPANY") SHALL HAVE COMMITTED TO INSURE PURCHASER AS THE FEE OWNER OF THE
PROPERTY IN THE AMOUNT OF THE PURCHASE PRICE BY ISSUANCE OF AN ALTA (1992 FORM)
OWNER'S TITLE INSURANCE POLICY (THE "OWNER'S POLICY") SUBJECT ONLY TO THE
PERMITTED EXCEPTIONS (AS HEREINAFTER DEFINED).
(B) PURCHASER RECEIVED A COMMITMENT NO. NY041505 (THE "TITLE COMMITMENT") FOR AN
OWNER'S FEE TITLE INSURANCE POLICY WITH RESPECT TO THE PROPERTY FROM
COMMONWEALTH LAND TITLE INSURANCE COMPANY (THE "TITLE COMPANY"), A COPY OF WHICH
HAS BEEN DELIVERED TO SELLER'S COUNSEL.
PURCHASER HAS NOT COMPLETED ITS REVIEW
OF THE TITLE COMMITMENT AND 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, FROM THE TITLE COMPANY, AND SHALL CAUSE THE
TITLE COMPANY TO DELIVER AN UPDATED VERSION OF THE TITLE COMMITMENT (THE
"UPDATED TITLE COMMITMENT"), TOGETHER WITH, TO THE EXTENT NOT PREVIOUSLY
DELIVERED, TRUE, LEGIBLE (TO THE EXTENT AVAILABLE) AND COMPLETE COPIES OF ALL
INSTRUMENTS GIVING RISE TO ANY DEFECTS OR EXCEPTIONS TO TITLE TO THE PROPERTY,
TO SELLER'S ATTORNEYS CONCURRENTLY WITH DELIVERY OF THE UPDATED TITLE COMMITMENT
TO PURCHASER OR PURCHASER'S ATTORNEYS.
IF PURCHASER SHOULD OBJECT TO ANY
EXCEPTIONS(S) TO TITLE TO THE PROPERTY WHICH APPEAR IN EITHER THE TITLE
COMMITMENT OR THE UPDATED TITLE COMMITMENT OTHER THAN THE PERMITTED EXCEPTIONS
(SUCH EXCEPTION(S) BEING HEREIN CALLED, COLLECTIVELY, THE "UNPERMITTED
EXCEPTIONS"), SUBJECT TO WHICH PURCHASER IS UNWILLING TO ACCEPT TITLE, AND
PURCHASER SHALL PROVIDE SELLER WITH WRITTEN NOTICE
(THE "TITLE OBJECTION
NOTICE") THEREOF WITHIN FIFTEEN (15) DAYS AFTER RECEIPT OF THE UPDATED TITLE
COMMITMENT BY PURCHASER'S ATTORNEYS, SELLER, IN ITS SOLE AND ABSOLUTE
DISCRETION, MAY UNDERTAKE TO ELIMINATE THE SAME SUBJECT TO THE TERMS AND
CONDITIONS OF THIS SECTION 4.1.
PURCHASER HEREBY WAIVES ANY RIGHT PURCHASER MAY
HAVE TO ADVANCE, AS OBJECTIONS TO TITLE OR AS GROUNDS FOR PURCHASER'S REFUSAL TO
CLOSE THIS TRANSACTION, ANY UNPERMITTED EXCEPTION OF WHICH PURCHASER DOES NOT
NOTIFY SELLER WITHIN SUCH FIFTEEN (15) DAY PERIOD PURSUANT TO THE TITLE
OBJECTION NOTICE UNLESS (I) SUCH UNPERMITTED EXCEPTION WAS FIRST RAISED BY THE
TITLE COMPANY SUBSEQUENT TO THE DATE OF THE UPDATED TITLE COMMITMENT BY A
COMMITMENT MODIFICATION ACCOMPANIED BY LEGIBLE (TO THE EXTENT AVAILABLE) AND
COMPLETE COPIES OF INSTRUMENTS GIVING RISE TO THE UNPERMITTED EXCEPTION, AND
(II) PURCHASER SHALL NOTIFY SELLER OF THE SAME WITHIN SEVEN (7)