Rights in the New Building, so long as same are
consistent with the ZLDA and Declaration.
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(B)
PURCHASER SHALL HAVE THE RIGHT (AS A CONTRACT VENDEE) PRIOR TO
THE CLOSING DATE, TO MAKE APPLICATION (AND SHALL THEREAFTER DILIGENTLY PROSECUTE
SUCH APPLICATION) TO ANY GOVERNMENTAL AUTHORITY OR UTILITY FOR SUCH LICENSES,
PERMITS, APPROVALS, CERTIFICATES, RULINGS OR AMENDMENTS (COLLECTIVELY,
"APPROVALS") AS PURCHASER, IN ITS SOLE DISCRETION, DEEMS NECESSARY OR DESIRABLE
IN CONNECTION WITH THE DEVELOPMENT OF THE NEW BUILDING.
SELLER AGREES, AT
PURCHASER'S SOLE COST AND EXPENSE, TO COOPERATE WITH PURCHASER IN ALL REASONABLE
RESPECTS IN CONNECTION WITH THE DEVELOPMENT OF THE NEW BUILDING, (BUT NOT TO
PROVIDE ANY WRITTEN CONSENT OR SELLER-SIGNED APPLICATION) IN CONNECTION WITH THE
FILING AND PROSECUTION OF APPLICATIONS FOR THE APPROVALS AND ANY OTHER
GOVERNMENTAL APPROVALS (INCLUDING, WITHOUT LIMITATION, OTHER ZONING AND VARIANCE
APPLICATIONS) REQUIRED THEREFOR; PROVIDED THAT IF THE CLOSING DOES NOT OCCUR, AT
SELLER'S REQUEST, PURCHASER SHALL, AT PURCHASER'S SOLE COST AND EXPENSE,
IMMEDIATELY WITHDRAW ANY APPLICATIONS FOR THE APPROVALS.
NOTWITHSTANDING THE
FOREGOING, (I) ANY FILING WITH DOB SHALL REQUIRE SELLER'S PRIOR WRITTEN CONSENT,
WHICH MAY NOT BE UNREASONABLY WITHHELD; AND (II) ANY FILING BY PURCHASER WITH
THE PLANNING COMMISSION OF THE CITY OF NEW YORK OR THE NEW YORK CITY BOARD OF
STANDARDS AND APPEALS THAT REQUIRES SELLER'S CONSENT SHALL BE AS A CONTRACT
VENDEE AND SHALL EITHER PERMIT SELLER TO WITHDRAW ITS CONSENT IF THE CLOSING
DOES NOT OCCUR OR SHALL NOT BE BINDING ON SELLER OR THE PROPERTY.
(C)
SUBJECT TO SELLER'S REASONABLE CONSENT AND UPON NOT LESS THAN
THIRTY (30) DAYS' PRIOR WRITTEN NOTICE, PURCHASER WILL HAVE THE RIGHT TO MERGE
ADDITIONAL PROPERTIES INTO THE ZONING LOT THAT INCLUDES THE SELLER LAND AND THE
PURCHASER LAND IN ORDER TO CREATE A LARGER ZONING LOT, AS PERMITTED BY THE
ZONING RESOLUTION.
SELLER WILL REASONABLY COOPERATE WITH PURCHASER IN THE
CREATION OF A NEW OR ENLARGED ZONING LOT PERMITTED BY THE ZONING RESOLUTION.
(D)
PURCHASER SHALL USE COMMERCIALLY REASONABLE EFFORTS TO OBTAIN,
AND SHALL DILIGENTLY PURSUE, DOB APPROVAL OF THE ZRD1- ZONING RESOLUTION
DETERMINATION FORM ATTACHED HERETO AS EXHIBIT 4 ("ZRD1") WITHIN NINETY (90) DAYS
OF ITS EXECUTION OF THIS AGREEMENT (THE "ZRD DEADLINE"), EVIDENCED IN A SIGNED
WRITING ISSUED BY DOB IN THE FORM COMMONLY USED BY DOB, WHICH ZRD1 HAS BEEN
SUBMITTED TO DOB BY PURCHASER PRIOR TO THE DATE OF THIS AGREEMENT.
IF PURCHASER
DOES NOT RECEIVE SUCH APPROVAL ON OR BEFORE THE EXPIRATION OF THE ZRD DEADLINE,
PURCHASER SHALL HAVE THE RIGHT TO TERMINATE THIS AGREEMENT (THE "TERMINATION
OPTION").
PURCHASER SHALL BE DEEMED TO HAVE EXERCISED THE TERMINATION OPTION
UNLESS, ON OR BEFORE THE EXPIRATION OF THE ZRD DEADLINE, PURCHASER SHALL DELIVER
TO SELLER WRITTEN NOTICE OF PURCHASER'S WAIVER OF THE RIGHT TO EXERCISE THE
TERMINATION OPTION (HEREIN CALLED THE "TERMINATION WAIVER NOTICE").
IF
PURCHASER EXERCISES THE TERMINATION OPTION OR IS DEEMED TO HAVE EXERCISED THE
TERMINATION OPTION, THIS AGREEMENT SHALL AUTOMATICALLY BE TERMINATED ON AND AS
OF THE ZRD DEADLINE, AND ESCROW AGENT SHALL UPON