WITHIN THE
APPLICABLE DEMISED PREMISES, (2) AN AMOUNT EQUAL TO THE PRODUCT OF (A) THE
NUMBER OF SQUARE FEET COMPRISING THE COMMON ELEMENTS AND (B) A PERCENTAGE EQUAL
TO THE COMMON INTEREST (AS DEFINED IN THE CONDOMINIUM DECLARATION) ATTRIBUTED TO
THE CONDOMINIUM UNIT COMPRISING THE APPLICABLE DEMISED PREMISE (SUCH PRODUCT,
THE "ALLOCATED SQUARE FEET"), AND (3) ANY THEN IDENTIFIED BELOW-GRADE TAXABLE
RETAIL SQUARE FEET (AS DEFINED IN THE INITIAL GROUND LEASE), AND (4) THE SQUARE
FEET COMPRISING THE ROOF TOP GARDEN SPACE.
(CCLXII)
"TRANSACTION PRICE" MEANS $85,560,000.
(CCLXIII)
"TRANSFER" HAS THE MEANING SET FORTH IN SECTION 13.1(A) HEREOF.
(CCLXIV)
"UNAVOIDABLE DELAY(S)" MEANS ACTUAL DELAYS (AFTER TAKING INTO ACCOUNT
ALL REASONABLE MEASURES THAT ARE TAKEN OR SHOULD REASONABLY HAVE BEEN TAKEN BY
TENANT TO MITIGATE THE EFFECT OF THE FOLLOWING) CAUSED BY (A) ACTS OF GOD, WAR,
SABOTAGE, HOSTILITIES, INVASION, INSURRECTION, RIOT, MOB VIOLENCE, MALICIOUS
MISCHIEF, EMBARGO, ENEMY ACTION, CIVIL COMMOTION, EARTHQUAKE, FLOOD, FIRE OR
OTHER CASUALTY, GOVERNMENT RESTRICTION, STRIKES, LABOR TROUBLES, UNKNOWN
PHYSICAL CONDITIONS WHICH DIFFER MATERIALLY FROM THOSE ORDINARILY FOUND TO EXIST
AND GENERALLY RECOGNIZED AS INHERENT IN THE CONSTRUCTION OF OFFICE BUILDING IN
MANHATTAN AND INABILITY TO PROCURE
28
LABOR, EQUIPMENT, MATERIALS OR SUPPLIES (EXCLUSIVE OF DELAYS INHERENT IN THE
ORDERING OF LONG-LEAD ITEMS) WHICH ARE NOT ATTRIBUTABLE TO THE IMPROPER ACTS OR
OMISSIONS OF TENANT OR ITS AFFILIATES, (B) ANY LITIGATION (NOT INSTITUTED,
FINANCED OR SUPPORTED BY EITHER OF TENANT ANY RELATED ENTITY OF TENANT) WHICH
RESULTS IN AN INJUNCTION PROHIBITING OR OTHERWISE DELAYING THE COMMENCEMENT OF
ANY ALTERATION OR THE CONTINUATION OF SUCH ALTERATION, AND (C) ANY OTHER MATTER
BEYOND THE REASONABLE CONTROL OF TENANT AND NOT NORMALLY ASSOCIATED WITH A
PROJECT OF THE NATURE DESCRIBED HEREIN.
INABILITY (1) TO PAY A SUM OF MONEY OR
(2) TO OBTAIN OR TO TIMELY OBTAIN (A) ANY PERMITS OR CERTIFICATES FROM
APPLICABLE GOVERNMENTAL AUTHORITIES OR (B) FINANCING FROM A LENDER, SHALL NOT
CONSTITUTE UNAVOIDABLE DELAY.
THE PERIOD OF DELAY CAUSED BY ANY OCCURRENCE OF
UNAVOIDABLE DELAY SHALL NOT BE DEEMED TO COMMENCE ANY EARLIER THAN TEN (10) DAYS
BEFORE THE DATE LANDLORD RECEIVES NOTIFICATION FROM TENANT OF SUCH OCCURRENCE;
PROVIDED, HOWEVER, THAT NO SUCH NOTIFICATION SHALL BE VALID UNLESS TENANT SHALL
SUBSTANTIATE THE BASIS FOR ANY CLAIM OF UNAVOIDABLE DELAY MADE THEREIN TO THE
REASONABLE SATISFACTION OF THE PUBLIC PARTIES WITHIN TWENTY (20) DAYS
THEREAFTER.
TENANT SHALL ADVISE LANDLORD IN SUCH NOTICE AS TO THE MEASURES
TAKEN OR PROPOSED TO BE TAKEN BY TENANT TO MITIGATE THE DELAY CAUSED BY SUCH
OCCURRENCE OF UNAVOIDABLE DELAY AND THEREAFTER TO KEEP LANDLORD REASONABLY
INFORMED AS TO THE STATUS OF SUCH MEASURES, AND NOTIFY LANDLORD AS TO THE
TERMINATION OF THE OCCURRENCE OF UNAVOIDABLE DELAY WITHIN TEN (10) DAYS
THEREAFTER; PROVIDED, HOWEVER, TENANT'S FAILURE TO PROVIDE ANY SUCH NOTICE OF
TERMINATION SHALL NOT PREJUDICE TENANT'S RIGHTS TO CLAIM UNAVOIDABLE DELAY.
(CCLXV)
"VENUE" HAS THE MEANING SET FORTH IN SECTION 30.4(B) HEREOF.
(CCLXVI)
"VERIFIED STATEMENT" MEANS A STATEMENT IN REASONABLE DETAIL AND IN A
REASONABLE FORM PRESCRIBED BY LANDLORD, PREPARED IN