LEASE, AND (III) SUCH OTHER REASONABLE AND CUSTOMARY
DOCUMENTS THAT A REPUTABLE TITLE INSURANCE COMPANY LICENSED TO DO BUSINESS IN
THE STATE OF NEW YORK MAY REQUEST IN ORDER TO CONVEY TITLE IN THE CONDITION
PROVIDED FOR IN SECTION 5.1(D) HEREOF.
(F)
TAX RETURNS.
ON THE PURCHASE OPTION CLOSING DATE, EACH OF THE PARTIES
SHALL DULY EXECUTE AND, IF APPLICABLE, ACKNOWLEDGE ANY AND ALL TRANSFER TAX
RETURNS REQUIRED IN CONNECTION WITH THE DELIVERY AND/OR RECORDING OF THE DEED OR
DEEDS DESCRIBED IN SECTION 5.1(E) HEREOF WHICH SHALL REFLECT THE PURCHASE
PRICE.
ALL TAXES IMPOSED PURSUANT TO SUCH RETURNS, WHETHER PAYABLE BY LANDLORD
AND/OR THE PURCHASER UNDER APPLICABLE LAW, SHALL BE PAID BY THE PURCHASER, WHO
SHALL ALSO PAY THE DOCUMENTARY STAMPS, IF ANY, TO BE AFFIXED TO THE DEED OR
DEEDS.
THE TAX RETURNS AND THE AMOUNT OF SUCH TAXES AND DOCUMENTARY STAMPS
SHALL BE DELIVERED TO THE PURCHASER'S TITLE INSURER ON THE PURCHASE OPTION
CLOSING DATE FOR DELIVERY TO THE APPROPRIATE GOVERNMENTAL AUTHORITIES (OR
DELIVERED DIRECTLY TO A REPUTABLE TITLE INSURANCE COMPANY FOR DELIVERY TO THE
APPROPRIATE GOVERNMENTAL AUTHORITIES IN THE EVENT THAT THE PURCHASER DOES NOT
HAVE A TITLE INSURER).
48
(G)
TENANT'S LIABILITIES.
IF, AFTER GIVING THE PURCHASE OPTION NOTICE, THE
PURCHASER, WHETHER BY REASON OF ITS ACTS OR OMISSIONS OR THE ACTS OR OMISSIONS
OF ANY OTHER TENANT UNDER A SEVERANCE SUBLEASE, FAILS TO PURCHASE THE PORTION OF
THE LAND AND THE IMPROVEMENTS COMPRISING THE DEMISED PREMISES (UNDER EACH
SEVERANCE SUBLEASE), AND THE UNDIVIDED INTEREST IN THE COMMON ELEMENTS
ASSOCIATED THEREWITH, TENANT SHALL REIMBURSE (OR CAUSE THE PURCHASER TO
REIMBURSE) THE PUBLIC PARTIES, WITHIN SEVEN (7) BUSINESS DAYS OF A REQUEST
THEREFOR, FOR ALL EXPENSES INCURRED BY THE PUBLIC PARTIES IN CONNECTION WITH,
AND IN CONTEMPLATION OF, THE FAILED EXERCISE OF THE PURCHASE OPTION.
SECTION 5.2
CASUALTY TO, OR CONDEMNATION OF, THE PROPERTY.
IF ALL OR
ANY PORTION OF THE IMPROVEMENTS ARE DAMAGED OR DESTROYED BY CASUALTY, OR IF
CONDEMNATION PROCEEDINGS REFERRED TO IN THE PROVISIONS OF SECTION 12.1 HEREOF
ARE INSTITUTED, AND IF TENANT THERETOFOR HAS EXERCISED THE PURCHASE OPTION IN
ACCORDANCE WITH THE PROVISIONS OF THIS LEASE:
(A)
LANDLORD SHALL ASSIGN TO THE PURCHASER, ON THE PURCHASE OPTION CLOSING
DATE, ALL OF LANDLORD'S INTEREST IN AND TO SO MUCH OF THE INSURANCE PROCEEDS OR
CONDEMNATION AWARD, AS THE CASE MAY BE, AS HAS NOT BEEN PAID TO DEPOSITARY; AND
(B)
DEPOSITARY SHALL PAY ON THE PURCHASE OPTION CLOSING DATE THE RESTORATION
FUNDS (I) FIRST, TO ITSELF AND LANDLORD, TO THE EXTENT, IF ANY, OF THE NECESSARY
AND PROPER EXPENSES (INCLUDING, WITHOUT LIMITATION, REASONABLE ATTORNEYS' FEES
AND DISBURSEMENTS) INCURRED BY DEPOSITARY AND LANDLORD IN THE COLLECTION OF SUCH
RESTORATION FUNDS AS OF THE PURCHASE OPTION CLOSING DATE, AND (II) THE BALANCE
TO THE PURCHASER.
LANDLORD SHALL RECOGNIZE ANY ASSIGNMENT TO A RECOGNIZED
MORTGAGEE OF THE BALANCE OF SUCH RESTORATION FUNDS.
SECTION 5.3
TERMINATION OF RIGHT TO PURCHASE.
IF CONDEMNATION
PROCEEDINGS REFERRED TO IN SECTION 12.1(A) HEREOF COMMENCE AFTER THE PURCHASE
OPTION NOTICE IS GIVEN