FOR
INSPECTIONS, RE-INSPECTIONS, EXAMINATIONS AND SERVICES PERFORMED BY THE NEW YORK
CITY DEPARTMENT OF BUILDINGS ("DOB") OR FOR PERMITS ISSUED BY THE DOB, AND
(IV) SIMILAR TYPES OF EXCEPTIONS (PROVIDED THAT THE SAME ARE CUSTOMARILY OMITTED
FROM A TITLE REPORT ON THE BASIS OF AN
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affidavit from the owner of the property being insured without the expenditure
of money by such owner).
(f)Notwithstanding anything contained herein to the contrary, Seller shall (i)
give and the Purchaser shall only be required to accept title to the Excess
Development Rights being transferred to the Purchaser, pursuant to this
Agreement, such as the Title Company is willing to issue pursuant to a title
insurance policy with a New York City Development Rights endorsement, for the
Excess Development Rights being transferred to Purchaser, without any special
premium in excess of the standard rates; and (ii) convey and transfer the Excess
Development Rights to the Purchaser free and clear of all liens, encumbrances,
Violations and unpaid real estate taxes, assessments and water and sewer charges
with respect to Lot 58 and as otherwise provided in this Agreement.
7.
APPORTIONMENTS.
(A)
THE FOLLOWING SHALL BE APPORTIONED BETWEEN SELLER AND
PURCHASER AS OF 11:59 P.M. ON THE DAY IMMEDIATELY PRECEDING THE CLOSING DATE
(THE "APPORTIONMENT DATE") ON THE BASIS OF THE ACTUAL NUMBER OF DAYS OF THE
MONTH WHICH SHALL HAVE ELAPSED AS OF THE CLOSING DATE AND BASED UPON THE ACTUAL
NUMBER OF DAYS IN THE MONTH AND A 365 DAY YEAR:
(I)
REAL ESTATE TAXES, SEWER RENTS AND TAXES, WATER RATES AND
CHARGES (TO THE EXTENT NOT ACCOUNTED FOR PURSUANT TO CLAUSE (I) ABOVE), VAULT
CHARGES AND TAXES, BUSINESS IMPROVEMENT DISTRICT TAXES AND ASSESSMENTS AND ANY
OTHER GOVERNMENTAL TAXES, CHARGES OR ASSESSMENTS LEVIED OR ASSESSED AGAINST THE
PREMISES (COLLECTIVELY, "PROPERTY TAXES"), ON THE BASIS OF THE RESPECTIVE
PERIODS FOR WHICH EACH IS ASSESSED OR IMPOSED, TO BE APPORTIONED IN ACCORDANCE
WITH SECTION 7(C); AND
(II)
SUCH OTHER ITEMS AS ARE CUSTOMARILY APPORTIONED IN ACCORDANCE
WITH REAL ESTATE CLOSINGS OF COMMERCIAL PROPERTIES IN THE CITY OF NEW YORK,
STATE OF NEW YORK.
(B)
PROPERTY TAXES SHALL BE APPORTIONED ON THE BASIS OF THE FISCAL
PERIOD FOR WHICH ASSESSED. IF THE CLOSING DATE SHALL OCCUR EITHER BEFORE AN
ASSESSMENT IS MADE OR A TAX RATE IS FIXED FOR THE TAX PERIOD IN WHICH THE
CLOSING DATE OCCURS, THE APPORTIONMENT OF SUCH PROPERTY TAXES BASED THEREON
SHALL BE MADE AT THE CLOSING DATE BY APPLYING THE TAX RATE FOR THE PRECEDING
YEAR TO THE LATEST ASSESSED VALUATION, BUT, PROMPTLY AFTER THE ASSESSMENT AND/OR
TAX RATE FOR THE CURRENT YEAR ARE FIXED, THE APPORTIONMENT THEREOF SHALL BE
RECALCULATED AND SELLER OR PURCHASER, AS THE CASE MAY BE, SHALL MAKE AN
APPROPRIATE PAYMENT TO THE OTHER WITHIN FIVE (5) BUSINESS DAYS BASED ON SUCH
RECALCULATION.
IF AS OF THE CLOSING DATE THE PREMISES OR ANY PORTION THEREOF
SHALL BE AFFECTED BY ANY SPECIAL OR GENERAL ASSESSMENTS WHICH ARE OR MAY BECOME
PAYABLE IN INSTALLMENTS OF WHICH THE