EFFECT ON THE CLOSING
DATE (THE "INTANGIBLE PROPERTY").
(IV)
ALL OF THE ITEMS REFERRED TO IN SUBPARAGRAPHS 2.1(A)(I), (II), AND
(III) ABOVE ARE COLLECTIVELY REFERRED TO AS THE "PROPERTY."
(B)
THE TERM "PROPERTY" SHALL EXCLUDE THE FOLLOWING:
(I)
ANY EXISTING CAUSE OF ACTION, OR DAMAGE CLAIM, OF OR AGAINST
SELLER.
(II)
ALL RIGHTS AND INTERESTS OF SELLER WITH RESPECT TO ANY AMOUNTS
DUE SELLER WITH RESPECT TO THE PROPERTY AND ARISING PRIOR TO THE CLOSING
(INCLUDING BUT NOT LIMITED TO, TAX REFUNDS, CASUALTY OR CONDEMNATION PROCEEDS,
UTILITY DEPOSITS, RENTS OR OTHER INCOME FROM THE PROPERTY) TO THE EXTENT
ATTRIBUTABLE TO PERIODS PRIOR TO CLOSING.
(III)
ALL RIGHTS AND INTERESTS OF SELLER WITH RESPECT TO THE
CONDOMINIUM UNITS COMPRISING FLOORS 21 THROUGH 27 OF THE BUILDING AND THEIR
RESPECTIVE UNDIVIDED INTEREST IN THE CONDOMINIUM COMMON ELEMENTS (THE "EXCLUDED
UNITS").
(IV)
SELLER'S PERSONAL PROPERTY.
(V)
ALL TRADEMARKS, TRADENAMES, LOGOS AND OTHER INTELLECTUAL PROPERTY
RIGHTS RELATING TO THE NEW YORK TIMES COMPANY AND ITS SUBSIDIARIES AND
AFFILIATES AND/OR RELATED MEDIA GROUPS.
(VI)
ALL RIGHT, TITLE AND INTEREST OF SELLER IN AND TO THAT CERTAIN
(I) NYTC FACILITY MAINTENANCE AND MANAGEMENT AGREEMENT RELATING TO THE
CONDOMINIUM UNITS AND THE EXCLUDED UNITS BETWEEN SELLER AND FIRST NEW YORK
PARTNERS MANAGEMENT, LLC DATED AS OF JANUARY 4, 2007, AND (II) THAT CERTAIN
MANAGEMENT AGREEMENT RELATING TO THE EXCLUDED UNITS BETWEEN SELLER AND FIRST NEW
YORK PARTNERS MANAGEMENT, LLC DATED AS OF APRIL
, 2008.
ARTICLE III
PURCHASE PRICE
Section 3.1
Purchase Price.
(A)
THE PURCHASE PRICE OF THE PROPERTY IS TWO HUNDRED TWENTY-FIVE
MILLION AND NO/100 ($225,000,000.00) DOLLARS (THE "PURCHASE PRICE").
(B)
THE PURCHASE PRICE SHALL BE DEPOSITED WITH THE TITLE COMPANY
PURSUANT TO THE ESCROW LETTER AND UPON THE CLOSING BE PAID TO OR AS DIRECTED BY
SELLER IN IMMEDIATELY AVAILABLE FUNDS VIA WIRE TRANSFER AT THE CONSUMMATION OF
THE PURCHASE AND SALE CONTEMPLATED HEREUNDER (THE "CLOSING"), SUBJECT TO
ADJUSTMENT FOR INTEREST AND COSTS AS PROVIDED FOR IN ACCORDANCE WITH THE
SETTLEMENT STATEMENT AND DISBURSEMENT SCHEDULE.
5
ARTICLE IV
TITLE
Section 4.1
Transfer. At the Closing, Seller shall:
(A)
ASSIGN TO BUYER SELLER'S INTEREST IN THE SEVERANCE LEASE BY
ASSIGNMENT OF LEASE IN THE FORM OF EXHIBIT "C" (THE "SEVERANCE LEASE
ASSIGNMENT"); AND
(B)
CONVEY TO BUYER SELLER'S INTEREST IN THE ADDITIONAL PROPERTY AND
INTANGIBLE PROPERTY BY GOOD AND SUFFICIENT BILL OF SALE AND ASSIGNMENT IN THE
FORM OF EXHIBIT "D" (THE "BILL OF SALE AND ASSIGNMENT").
Section 4.2
Evidence of Transfer. Chicago Title Insurance Company,
First American Title Insurance Company and/or Title Associates or any other
title insurance company licensed to do business in New York acceptable to Buyer
(the "Title Company") shall issue, at the Closing, (i) an acknowledgment letter
in the form attached hereto as Exhibit "J" (the "Title Confirmation Letter") and
(ii) its standard Mortgagee's American Land Title Association Policy of Title
Insurance (the "Title Policy") in the amount of Two Hundred Fifty Million
Dollars ($250,000,000) showing Buyer as first mortgagee, containing such
endorsements as Buyer shall reasonably request and