AS OTHERWISE PROVIDED ABOVE, PURCHASER SHALL BE
RESPONSIBLE FOR (I) THE COSTS AND EXPENSES ASSOCIATED WITH ITS DUE DILIGENCE,
(II) THE COSTS AND EXPENSES OF ITS LEGAL COUNSEL, ADVISORS AND OTHER
PROFESSIONALS EMPLOYED BY IT IN CONNECTION WITH THE SALE OF THE PROPERTY AND THE
EXCESS DEVELOPMENT RIGHTS, (III) ALL PREMIUMS AND FEES FOR TITLE EXAMINATION AND
TITLE INSURANCE OBTAINED BY PURCHASER AND ALL RELATED CHARGES AND SURVEY COSTS
IN CONNECTION THEREWITH, AND (IV) ANY RECORDING FEES FOR DOCUMENTATION TO BE
RECORDED IN CONNECTION WITH THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT.
(D)
THE PROVISIONS OF THIS SECTION 16 SHALL SURVIVE THE CLOSING.
17.
DELIVERIES TO BE MADE ON THE CLOSING DATE.
(A)
SELLER'S DOCUMENTS AND DELIVERIES:
ON THE CLOSING DATE,
SELLER SHALL DELIVER OR CAUSE TO BE DELIVERED TO PURCHASER THE FOLLOWING:
(I)
A DULY EXECUTED AND ACKNOWLEDGED BARGAIN AND SALE DEED WITH
COVENANT AGAINST GRANTOR'S ACTS IN THE FORM OF EXHIBIT 2;
(II)
[RESERVED];
(III)
ORIGINALS OR, IF UNAVAILABLE, COPIES, OF PLANS AND
SPECIFICATIONS, TECHNICAL MANUALS AND SIMILAR MATERIALS FOR THE BUILDING AND THE
LOT 58 EXISTING BUILDING TO THE EXTENT SAME ARE IN SELLER'S POSSESSION;
(IV)
A DULY EXECUTED CERTIFICATION AS TO SELLER'S NONFOREIGN STATUS
AS PRESCRIBED IN SECTION 21, IF APPROPRIATE, IN THE FORM OF EXHIBIT 5;
(V)
DULY EXECUTED WAIVER OF DECLARATION, SUBSTANTIALLY IN THE FORM
ATTACHED HERETO AS EXHIBIT 9 (THE "WAIVER"), WHICH WAIVER SHALL BE EXECUTED AND
DELIVERED, IN A FORM FOR RECORDING, BY ALL PARTIES-IN-INTEREST (AS DEFINED IN
THE NEW YORK CITY ZONING RESOLUTION) FOR LOT 58;
(VI)
ORIGINALS OR, IF UNAVAILABLE, COPIES, OF ALL PREMISES
DOCUMENTS;
(VII)
ORIGINALS OR, IF UNAVAILABLE, COPIES, OF ALL PERMITS, LICENSES
AND APPROVALS RELATING TO THE OWNERSHIP, USE OR OPERATION OF THE PREMISES (BUT
EXPRESSLY EXCLUDING ANY BOOKS AND RECORDS RELATING TO SELLER'S OR ITS
AFFILIATES' BUSINESS OPERATIONS ON, AT AND FROM THE PREMISES), TO THE EXTENT IN
SELLER'S POSSESSION;
(VIII)
KEYS AND COMBINATIONS IN SELLER'S POSSESSION RELATING TO THE
OPERATION OF THE PREMISES; AND
(IX)
EVIDENCE REASONABLY SATISFACTORY TO PURCHASER THAT THE
CONTRACTS WHICH SELLER IS OBLIGATED TO TERMINATE HAVE BEEN TERMINATED AS OF THE
CLOSING DATE.
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(B)
PURCHASER'S DOCUMENTS AND DELIVERIES:
ON THE CLOSING DATE,
PURCHASER, SHALL DELIVER OR CAUSE TO BE DELIVERED TO SELLER:
(I)
PAYMENT OF THE PURCHASE PRICE IN ACCORDANCE WITH SECTION 4
OF THIS AGREEMENT, PAYABLE AT THE CLOSING, AS ADJUSTED FOR APPORTIONMENTS UNDER
SECTION 7, IN THE MANNER REQUIRED UNDER THIS AGREEMENT; AND
(II)
A DULY EXECUTED GUARANTY FROM THE RELATED COMPANIES, L.P., IN
THE FORM ATTACHED HERETO AS EXHIBIT 10.
(C)
JOINTLY EXECUTED DOCUMENTS:
SELLER AND PURCHASER SHALL, ON
THE CLOSING DATE, EACH EXECUTE, ACKNOWLEDGE (AS APPROPRIATE) AND EXCHANGE THE
FOLLOWING DOCUMENTS:
(I)
THE RETURNS REQUIRED UNDER THE TRANSFER TAX LAWS, IF ANY,
AND ANY OTHER TAX LAWS APPLICABLE TO THE TRANSACTIONS CONTEMPLATED HEREIN;
(II)
A GENERAL ASSIGNMENT AND ASSUMPTION AGREEMENT IN THE FORM OF
EXHIBIT 7;
(III)
A ZONING LOT DEVELOPMENT AGREEMENT, SUBSTANTIALLY IN THE FORM
ATTACHED HERETO AS EXHIBIT 6 (THE "ZLDA"), WITH SUCH