ON THE DATE OF THIS AGREEMENT, AND (Y) THE PERCENTAGE
OF THE RENTED SQUARE FOOTAGE OF THE BUILDING WHICH IS LEASED TO TENANTS ON THE
DATE OF THIS AGREEMENT FOR WHICH TENANT ESTOPPELS WHICH DO NOT MATERIALLY
CONTRADICT THE INFORMATION SET FORTH IN SECTION 9.1 OF THIS AGREEMENT (AS
APPLICABLE TO EACH LEASE) HAVE BEEN OBTAINED SHALL BE DEEMED TO SATISFY THE
CONDITION PRECEDENT TO ACQUIRER'S OBLIGATIONS TO CLOSE THE TRANSACTIONS SET
FORTH IN SECTION 12.2.
12.3.
AT THE CLOSING, ACQUIRER SHALL EXECUTE, ACKNOWLEDGE
AND/OR DELIVER, AS APPLICABLE, THE FOLLOWING TO TRANSFERORS:
(A)
THE CASH COMPONENT OF THE CONSIDERATION
PAYABLE AT CLOSING PURSUANT TO SECTION 2.1.3, AS INCREASED OR REDUCED FOR
CLOSING ADJUSTMENTS, APPORTIONMENTS AND CREDITS, IF ANY, AS PROVIDED IN THIS
AGREEMENT;
(B)
THE PARTNERSHIP UNITS CONSTITUTING THE
PARTNERSHIP COMPONENT OF THE CONSIDERATION PAYABLE AT CLOSING PURSUANT TO
SECTION 2.1.3 AND DOCUMENTATION EVIDENCING THE ISSUANCE OF PARTNERSHIP UNITS TO
CONTRIBUTORS, AND THE ADMISSION OF CONTRIBUTORS AS A PARTNER OF ACQUIRER;
(C)
THE ASSIGNMENT AND ASSUMPTION OF MEMBERSHIP
INTEREST EXECUTED BY ACQUIRER AS SET FORTH IN SECTION 12.1(U) ABOVE;
39
(D)
WRITTEN INSTRUCTIONS TO ESCROW AGENT TO
RELEASE THE EARNEST MONEY (INCLUDING INTEREST EARNED THEREON) FOR DISBURSEMENT
TO TRANSFERORS;
(E)
SUCH INSTRUMENTS AS ARE NECESSARY AND
REASONABLY REQUIRED BY TRANSFERORS OR TITLE COMPANY TO EVIDENCE THE GOOD
STANDING AND AUTHORITY OF ACQUIRER IN DISBURSING THE CONSIDERATION AND EXECUTING
THE INSTRUMENTS TO BE EXECUTED IN CONNECTION WITH THE TRANSACTION CONTEMPLATED
HEREIN AND EVIDENCE THAT THE EXECUTION OF SUCH INSTRUMENTS IS THE OFFICIAL ACT
AND DEED OF ACQUIRER, AND THE IDENTITY OF THE INCUMBENT OFFICERS;
(F)
SUCH PAYMENTS AND DOCUMENTATION AS MAY BE
REQUIRED BY THE LENDER IN CONNECTION WITH LENDER'S CONSENT TO THE TRANSACTIONS
CONTEMPLATED BY THIS AGREEMENT, THE ASSUMPTION OF THE MORTGAGE LOAN BY THE
COMPANY AND THE RELEASE OF THE GUARANTORS, EACH AS SET FORTH IN SECTION 3.1;
(G)
THE RETURN REQUIRED BY THE REAL PROPERTY
TRANSFER TAX IMPOSED BY TITLE II OF CHAPTER 46 OF THE ADMINISTRATIVE CODE OF THE
CITY OF NEW YORK, AND THE REGULATIONS ISSUED PURSUANT TO THE AUTHORITY THEREOF,
DULY SIGNED AND SWORN TO BY ACQUIRER IN CONNECTION WITH THE ASSIGNMENT AND
ASSUMPTION OF MEMBERSHIP INTEREST;
(H)
ACQUIRER SHALL EXECUTE AND DELIVER ALL
AFFIDAVITS, STATEMENTS AND RETURNS REQUIRED TO BE DELIVERED WITH RESPECT TO THE
ASSIGNMENT AND ASSUMPTION OF MEMBERSHIP INTEREST PURSUANT TO ARTICLE 31 OF THE
NEW YORK STATE TAX LAW;
(I)
A LEASE AGREEMENT BETWEEN COMPANY, AS
LANDLORD, AND
, AS TENANT (THE "SUITE 10B TENANT"), FOR SUITE
10B ON TENTH (10TH) FLOOR OF BUILDING (THE "SUITE 10B LEASE") IN THE FORM
ATTACHED AS EXHIBIT L AND MADE A PART HEREOF, IF, AND ONLY IF, THE SUITE 10B
LEASE HAS BEEN EXECUTED AND DELIVERED BY THE SUITE 10B TENANT, IT BEING
ACKNOWLEDGED AND AGREED THAT ACQUIRER'S SOLE OBLIGATION IN RESPECT OF THE SUITE
10B LEASE, AND THE SOLE CONDITION TO TRANSFERORS' OBLIGATION TO SELL THE
MEMBERSHIP INTERESTS TO ACQUIRER IN RESPECT OF THE SUITE 10B LEASE, SHALL BE FOR
ACQUIRER TO