Notice to Seller on or before the date specified above, then
Seller shall execute vendor termination notices (in the form attached hereto as
Exhibit F) for each Terminated Contract informing the vendor(s) of the
termination of such Terminated Contract as of the Closing Date (subject to any
delay in the effectiveness of such termination pursuant to the express terms of
each applicable Terminated Contract) (the " Vendor Terminations") and, at
Closing, deliver them to all applicable vendors and provide proof of delivery to
Purchaser.
To the extent that any Property Contract to be assigned to Purchaser
requires vendor consent, then, prior to the Closing, Seller shall attempt to
obtain from each applicable vendor a consent (each a " Required Assignment
Consent") to such assignment, and shall be responsible for taking any curative
action or paying any fee necessary to assign any Property Contract to be
assigned to Purchaser (and if any such consent is not obtained by Seller, such
Property Contract(s) shall be terminated at Closing by Seller, at Seller's
expense).
Notwithstanding anything to the contrary contained in this Section
3.5, at Closing, Purchaser shall assume the Property Contracts set forth on
Schedule 6 attached hereto and none of such Property Contracts shall be
Terminated Contracts.
The obligations of Seller set forth in this Section 3.5
shall survive the Closing.
ARTICLE 4
TITLE
4.1
TITLE.
4.1.1
PURCHASER ACKNOWLEDGES THAT PRIOR TO THE EFFECTIVE DATE, PURCHASER HAS
RECEIVED FROM THE TITLE INSURER, AND HAS REVIEWED, A COMMITMENT FOR OWNER'S
TITLE INSURANCE IDENTIFIED AS COMMITMENT NO. NCS-400512-NY, EFFECTIVE AS OF MAY
30, 2009 (" TITLE COMMITMENT") TO PROVIDE A STANDARD AMERICAN LAND TITLE
ASSOCIATION OWNER'S TITLE INSURANCE POLICY FOR THE PROPERTY, USING THE CURRENT
POLICY JACKET CUSTOMARILY PROVIDED BY THE TITLE INSURER, IN AN AMOUNT EQUAL TO
THE PURCHASE PRICE (THE " TITLE POLICY"), TOGETHER WITH COPIES OF ALL
INSTRUMENTS IDENTIFIED AS EXCEPTIONS THEREIN (TOGETHER WITH THE TITLE
COMMITMENT, REFERRED TO HEREIN AS THE " TITLE DOCUMENTS"). NOTWITHSTANDING
ANYTHING TO THE CONTRARY CONTAINED HEREIN, PURCHASER MAY ELECT TO HAVE THE TITLE
INSURANCE FOR THE PROPERTY ISSUED 50% DIRECTLY BY FIRST AMERICAN TITLE INSURANCE
COMPANY OF NEW YORK
AND 50% BY STEWART TITLE GUARANTY COMPANY (WHICH MAY BE
WRITTEN THROUGH A TITLE AGENT ON BEHALF OF STEWART TITLE GUARANTY COMPANY), ON A
CO-INSURANCE BASIS, PROVIDED, HOWEVER, IN ALL EVENTS, (I) FIRST AMERICAN TITLE
INSURANCE COMPANY OF NEW YORK SHALL BE THE SOLE LEAD AGENT AND (II) STEWART
TITLE GUARANTY COMPANY AGREES TO ISSUE ITS CO-INSURANCE BASED SOLELY ON THE FORM
OF TITLE INSURANCE POLICY THAT FIRST AMERICAN TITLE INSURANCE COMPANY OF NEW
YORK IS PREPARED TO ISSUE TO PURCHASER.
PURCHASER SHALL BE SOLELY RESPONSIBLE
FOR PAYMENT OF ALL TITLE PREMIUMS AND OTHER COSTS RELATING TO PROCUREMENT OF THE
TITLE COMMITMENT, THE TITLE POLICY, AND ANY REQUESTED ENDORSEMENTS.
4.1.2
INTENTIONALLY OMITTED.
4.1.3
SELLER HEREBY AGREES TO DO EACH OF THE FOLLOWING ON OR BEFORE THE
CLOSING DATE:
TO RELEASE OR CAUSE TO BE RELEASED OF RECORD ALL MORTGAGE OR DEED OF
TRUST LIENS,