b)
Assignee shall not have any right to assign this Agreement or to
further assign the Contract without the express written consent of the Assignor;
c)
The deposit and additional deposit referred to in the
Contract shall remain the property of Assignor until Closing;
d)
At Closing, Escrow Agent shall release the Deposit to Assignor; and
e)
Assignee acknowledges and agrees that Assignor shall not be liable
to Assignee in the event the Closing is delayed due to any reason other than the
fault of Assignor.
11. Assignor agrees to pay the transfer taxes that
are payable in connection with the assignment of the Contract to Assignee, if
any. Assignor and Assignee each agree to complete and execute any returns and/or
statements required in connection with the transfer taxes. In addition, Assignor
agrees to indemnify Assignee and to hold Assignee harmless from and against any
costs, liability and expense (including reasonable attorneys' fees) arising from
or relating to any transfer taxes owing in connection with the assignment
described herein. The provisions of this paragraph shall survive the Closing.
12. ASSIGNEE HAS RESEARCHED THE PROPERTY OR HAS CAUSED OR HAS WAIVED AN
INSPECTION THEREOF TO BE MADE ON ASSIGNEE'S BEHALF, AND IT IS AGREED AND
UNDERSTOOD THAT NEITHER ASSIGNOR NOR ANY PERSON PURPORTING TO ACT FOR ASSIGNOR
HAS MADE OR NOW MAKES ANY REPRESENTATIONS AS TO THE PHYSICAL CONDITION, TENANTS,
INCOME, EXPENSE, OPERATION OR ANY OTHER MATTER OR THING AFFECTING OR RELATING TO
THE PROPERTY, OR ANY DOCUMENTS RELATING THERETO, EXCEPT AS HEREIN SPECIFICALLY
SET FORTH OR AS SET FORTH IN THE CONTRACT (WITH RESPECT TO WHICH REPRESENTATIONS
ASSIGNEE SHALL LOOK ONLY TO THE SELLER TO THE EXTENT PERMITTED UNDER THE
CONTRACT). ASSIGNEE HEREBY EXPRESSLY ACKNOWLEDGES THAT NO REPRESENTATIONS HAVE
BEEN MADE AND ASSIGNEE AGREES THAT ASSIGNOR IS NOT LIABLE TO BE BOUND IN ANY
MANNER BY ANY FINANCIAL STATEMENTS OR WRITTEN AGREEMENTS OR STATEMENTS OR
REPRESENTATIONS WHICH HAVE BEEN MADE, AND REAL ESTATE BROKERS' "SET-UPS" OR
INFORMATION PERTAINING TO THE PROPERTY FURNISHED BY ANY REAL ESTATE BROKER,
AGENT OR EMPLOYEE, SERVANT OR OTHER PERSONS, UNLESS THE SAME ARE SPECIFICALLY
STATED HEREIN OR AS SET FORTH IN THE CONTRACT (WITH RESPECT TO WHICH
REPRESENTATIONS ASSIGNEE SHALL LOOK ONLY TO THE SELLER TO THE EXTENT PERMITTED
UNDER THE CONTRACT). IT IS UNDERSTOOD AND AGREED THAT ALL UNDERSTANDINGS AND
AGREEMENTS HERETOFORE HAD BETWEEN THE PARTIES HERETO, ARE HEREBY MERGED IN THIS
AGREEMENT, WHICH ALONE FULLY AND COMPLETELY EXPRESSES THEIR AGREEMENT, AND THAT
THE SAME IS ENTERED INTO AFTER FULL INVESTIGATION, NEITHER PARTY RELYING UPON
ANY STATEMENT OR REPRESENTATIONS MADE BY ASSIGNOR OR ASSIGNEE, NOT EMBODIED IN
THIS AGREEMENT.
3
13. a)
Escrow Agent shall hold the Deposit in an Escrow Account
maintained with JP Morgan Chase, 676 White Plains Road, Scarsdale, New York
10583, until closing or sooner termination of this Agreement and shall pay or
apply the Deposit in accordance with the terms of this Paragraph. Escrow Agent
shall hold the Deposit in such non-interest bearing account, for the benefit of
the