PLUS INTEREST AND PENALTIES THEREON, IF ANY,
COMPUTED TO THE THIRD (3RD) BUSINESS DAY AFTER THE CLOSING DATE, SHALL BE
DEDUCTED FROM THE CONSIDERATION BALANCE PAYABLE PURSUANT TO SECTION 2.1.3 AND
SHALL BE ALLOWED TO ACQUIRER, SUBJECT TO THE PROVISIONS FOR APPORTIONMENT OF
TAXES, WATER AND SEWER CHARGES AND ASSESSMENTS CONTAINED HEREIN.
SECTION 8.
VIOLATIONS.
8.1.
(A) ALL NOTICES OF VIOLATIONS OF LAWS,
ORDINANCES, ORDERS OR REQUIREMENTS ISSUED BY ANY GOVERNMENTAL AUTHORITY HAVING
JURISDICTION OVER THE PROPERTY (COLLECTIVELY, THE "VIOLATIONS") WHICH
PARTNERSHIP HAS ACTUALLY RECEIVED PRIOR TO THE EFFECTIVE DATE OF THIS AGREEMENT
PARTNERSHIP SHALL USE COMMERCIALLY REASONABLE EFFORTS TO DISCHARGE, REMOVE OR
CAUSE TO BE REMOVED ON OR BEFORE THE CLOSING DATE (SUBJECT TO THE PROVISIONS
BELOW OF THIS SECTION 8.1) AND PARTNERSHIP SHALL HAVE NO OBLIGATIONS TO TRY TO
COMPLY WITH, DISCHARGE, REMOVE OR OTHERWISE CURE ANY OTHER VIOLATIONS.
IF THE
AMOUNT REQUIRED TO BE SPENT TO COMPLY WITH, DISCHARGE OR REMOVE VIOLATIONS WHICH
TRANSFERORS ARE OBLIGATED TO CURE HEREUNDER SHALL EXCEED $250,000 IN THE
AGGREGATE OR CANNOT BE REMOVED BY COMMERCIALLY REASONABLE EFFORTS PRIOR TO
CLOSING WITHOUT ADJOURNMENT, THEN PARTNERSHIP MAY ELECT TO GIVE NOTICE TO
ACQUIRER THAT IT WILL NOT CURE THE VIOLATIONS (THE "NON-CURE NOTICE").
(b)
If Partnership gives the Non-Cure Notice to
Acquirer, then, Acquirer shall accept title to the Property subject to such
Violations, with a credit for an amount equal to the reasonably estimated cost
of curing the Violations but in no event exceeding $250,000 in the aggregate
against the Consideration due at Closing, but without any other credit against
or reduction of the Consideration and Transferors shall have no obligation to
comply with, discharge or remove Violations.
19
SECTION 9.
REPRESENTATIONS AND
WARRANTIES.
9.1.
(A)
AS A
MATERIAL INDUCEMENT TO ACQUIRER TO ENTER INTO THIS AGREEMENT AND CONSUMMATE THE
TRANSACTIONS CONTEMPLATED HEREBY, PARTNERSHIP REPRESENTS AND WARRANTS TO
ACQUIRER AS FOLLOWS:
(I)
PARTNERSHIP IS A DULY FORMED AND VALIDLY
EXISTING LIMITED PARTNERSHIP ORGANIZED UNDER THE LAWS OF THE STATE OF NEW YORK;
(II)
PARTNERSHIP HAS THE FULL LEGAL RIGHT,
POWER AND AUTHORITY TO EXECUTE AND DELIVER THIS AGREEMENT AND ALL DOCUMENTS NOW
OR HEREAFTER TO BE EXECUTED BY PARTNERSHIP PURSUANT TO THIS AGREEMENT, TO
CONSUMMATE THE TRANSACTIONS CONTEMPLATED HEREBY, AND TO PERFORM ITS OBLIGATIONS
HEREUNDER AND UNDER SAID DOCUMENTS;
(III)
PARTNERSHIP IS CURRENTLY PAYING AN ANNUAL
BASE RENT OF $4,612,500 UNDER THE GROUND LEASE.
THE GROUND LEASE IS IN FULL
FORCE AND EFFECT AND HAS NOT BEEN MODIFIED OR AMENDED EXCEPT AS SET FORTH IN
EXHIBIT B.
THE COPY OF THE GROUND LEASE AND ALL AMENDMENTS AND MODIFICATIONS
WHICH HAS BEEN INITIALED BY REPRESENTATIVES OF THE TRANSFERORS AND THE ACQUIRER
FOR IDENTIFICATION AND DELIVERED BY THE TRANSFERORS TO THE ACQUIRER IS A TRUE
AND COMPLETE COPY OF THE GROUND LEASE AND ALL AMENDMENTS THERETO.
THERE IS
PRESENTLY EXISTING NO DEFAULT BEYOND ALL APPLICABLE GRACE, NOTICE AND CURE
PERIODS UNDER THE GROUND LEASE AND NO EVENT WHICH HAS OCCURRED AND IS CONTINUING
AND NO CONDITION WHICH, WITH THE PASSAGE OF TIME OR