its title search or report of Lot 58 who the Parties
In Interest are for Lot 58.
(g)"Zoning Lot Development Agreement" or "ZLDA" shall mean the agreement set
forth in the attached Exhibit 6.
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(h)"Zoning Resolution" shall mean the Zoning Resolution of the City of New York,
adopted December 16, 1961, as amended from time to time.
2.
PURCHASE AND SALE.
(A)
SELLER SHALL SELL AND CONVEY TO PURCHASER, AND PURCHASER
SHALL PURCHASE AND ASSUME FROM SELLER, SUBJECT TO THE TERMS AND CONDITIONS OF
THIS AGREEMENT, (I) THE PREMISES; (II) ALL OF SELLER'S RIGHT, TITLE AND INTEREST
IN, TO AND UNDER (A) THE LAND LYING IN THE BED OF ANY STREET, HIGHWAY, ROAD OR
AVENUE, OPENED OR PROPOSED, PUBLIC OR PRIVATE, IN FRONT OF OR ADJOINING THE LAND
TO THE CENTER LINE THEREOF, (B) ANY RIGHTS OF WAY, RIGHTS OF INGRESS AND
INGRESS, APPENDAGES, APPURTENANCES, EASEMENTS, SIDEWALKS, ALLEYS, GORES OR
STRIPS OF LAND ADJOINING OR APPURTENANT TO THE LAND OR ANY PORTION THEREOF AND
USED IN CONJUNCTION THEREWITH, (C) ANY AIR OR DEVELOPMENT RIGHTS APPURTENANT TO
THE LAND OR ANY PORTION THEREOF, AND (D) ANY AWARD OR PAYMENT MADE OR TO BE MADE
IN LIEU OF ANY OF THE FOREGOING OR ANY PORTION THEREOF, IT BEING UNDERSTOOD AND
AGREED THAT SELLER WILL EXECUTE AND DELIVER TO PURCHASER ON THE CLOSING DATE OR
THEREAFTER (WHICH OBLIGATION SHALL SURVIVE THE CLOSING), UPON REASONABLE WRITTEN
REQUEST, ALL REASONABLY NECESSARY AND APPROPRIATE INSTRUMENTS FOR THE CONVEYANCE
OF ITS RIGHT, TITLE AND INTEREST AND FOR THE ASSIGNMENT AND COLLECTION OF ANY
SUCH AWARDS OR PAYMENTS, WITHOUT REPRESENTATION OR WARRANTY BY OR RECOURSE TO
SELLER, EXCEPT TO THE EXTENT SPECIFICALLY PROVIDED HEREIN AND WITHOUT EXTENSION
OF ANY SURVIVAL PERIODS RELATING THERETO; AND (III) THE FEE ABOVE A PLANE.
THE
ITEMS DESCRIBED IN CLAUSES (I), (II) AND (III) ABOVE ARE REFERRED TO
COLLECTIVELY AS THE "PROPERTY."
(B)
SUBJECT TO THE TERMS AND CONDITIONS OF THIS AGREEMENT AND THE
TERMS AND CONDITIONS SET FORTH IN THE ZLDA, SELLER HEREBY AGREES TO EXECUTE AND
DELIVER THE ZLDA AND THEREBY TO CREATE THE COMBINED ZONING LOT EFFECTIVE AS OF
THE CLOSING; AND SELLER SHALL SELL AND CONVEY TO PURCHASER, AND PURCHASER SHALL
PURCHASE AND ASSUME FROM SELLER ALL OF THE EXCESS DEVELOPMENT RIGHTS.
PURCHASER
IS NOT ACCEPTING, ASSUMING OR TAKING THE EXCESS DEVELOPMENT RIGHTS SUBJECT TO
ANY OF THE DEBTS, LIABILITIES OR OTHER OBLIGATIONS OF, OR CLAIMS AGAINST, SELLER
OF ANY KIND OR NATURE, WHETHER DIRECT OR CONTINGENT, AND WHETHER KNOWN OR
UNKNOWN.
(C)
THE PARTIES HERETO ACKNOWLEDGE AND AGREE THAT NO TANGIBLE
PERSONAL PROPERTY IS INCLUDED IN THE SALE OF THE PROPERTY AND THE EXCESS
DEVELOPMENT RIGHTS, AND NO PART OF THE PURCHASE PRICE IS ALLOCABLE TO ANY
TANGIBLE PERSONAL PROPERTY.
(D)
THE LOT 58 LAND, THE LOT 58 EXISTING BUILDING, THE OWNER
UTILIZED DEVELOPMENT RIGHTS AND ALL OTHER REAL PROPERTY INTERESTS APPURTENANT TO
LOT 58 THAT ARE NOT EXPRESSLY EXCESS DEVELOPMENT RIGHTS OR GRANTED TO PURCHASER
PURSUANT TO THE ZLDA, ARE EXPRESSLY RETAINED BY SELLER