Permitted Exceptions. The Property shall be conveyed subject to the following matters, which are hereinafter referred to as the "Permitted Exceptions": (a) all liens, encumbrances, easements, covenants, conditions and restrictions, including any matters shown on any subdivision or parcel map affecting the Property which are set forth in the Title Commitment and not set forth in the Gap Notice or if set forth in the Gap Notice, (x) are those which Seller has elected not to remove or cure, or has been unable to remove or cure, and (y) subject to which Purchaser has elected to accept the conveyance of the Property; (b) those matters that either are not objected to in writing within the time periods provided in Section 2.2 hereof, or if objected to in writing by Purchaser, are those which Seller has elected not to remove or cure, or has been unable to remove or cure, and subject to which Purchaser has elected or is deemed to have elected to accept the conveyance of the Property; (c) the rights of tenants under the Leases; (d) the lien of all ad valorem real estate taxes and assessments not yet due and payable as of the date of Closing, subject to adjustment as herein provided; (e) local, state and federal laws, ordinances or governmental regulations, including but not limited to, building and zoning laws, ordinances and regulations, now or hereafter in effect relating to the Property; (f) items shown on the Survey; (g) the Declaration and the By-Laws of the Condominium; (h) those certain revocable consent agreements granted by the City of New York related to the bridge and tunnel connecting the Physical Property with a building on that certain property known as Eleven Madison Avenue, New York, New York, which revocable consent agreement was executed by Seller on September 19, 1995 (bridge), and was executed by Seller on June 18, 2001 (tunnel) (the "Revocable Consents"); (i) The existing designation of the Tower as a New York City Landmark by the New York City Landmarks Preservation Commission; the existing listing of the Tower in the National Register of Historic Places and as a National Historic Landmark by the National Park Service, Department of the Interior; and the existing listing of the Tower in the New York State Register of Historic Places by the New York State Historic Preservation Officer, Office of Parks, Recreation, and Historic Preservation; and all legal requirements of any public authorities in connection with such designations and listings. (j) the occupancy of the South Building pursuant to a temporary certificate of occupancy, as the tenant under the Net Lease (the "Tenant") is obligated to obtain a permanent certificate of occupancy for such building; (k) all matters which would be revealed or disclosed by a physical inspection of the Physical Property on the Effective Date; (l) the license agreement between Seller and Tenant pursuant to which the Wyeth Paintings shall remain in the Building after the Closing. (Purchaser acknowledges and agrees that Seller shall retain ownership of the Wyeth Paintings and that Seller shall have the right, as set forth in such license agreement, upon ninety (90) days notice, to remove the Wyeth Paintings from the Physical Property and Purchaser shall cooperate with Seller in connection with any such removal). The rights of Seller under this subdivision (l), including the right to remove the Wyeth Paintings with the cooperation of Purchaser, shall survive the Closing and the transfer of the Property to Purchaser; and (m) Seller has claimed federal rehabilitation tax credits for the Tower for a rehabilitation project that ended on March 31, 2003, and all of such credits are personal to Seller and are not being transferred to Purchaser.
Appears in 2 contracts
Sources: Purchase and Sale Agreement (Metlife Inc), Purchase and Sale Agreement (Metlife Inc)
Permitted Exceptions. The Property Twentieth Floor Unit is being sold, and shall be conveyed conveyed, and Purchaser shall accept title to the Twentieth Floor Unit, subject to the following mattersmatters (collectively, which are hereinafter referred to as the "“Permitted Exceptions":”):
(a) all liensAny state of facts disclosed on the survey (the “Survey”) prepared by U.S. Surveyor (the “Surveyor”), encumbrancesdated April 23, easements2007 or on the Condominium Plans (such state of facts, covenantsthe “Disclosed Survey Items”), conditions and restrictions, including any matters shown on any subdivision or parcel map affecting further state of facts which are not Disclosed Survey Items as would be disclosed in a current survey of the Property which are set forth in provided that such further state of facts would not materially and adversely affect the Title Commitment and not set forth in use, operation or value of the Gap Notice Twentieth Floor Unit (or if set forth in the Gap Notice, (x) are those which Seller has elected not to remove or cure, or has been unable to remove or cureLimited Common Elements appurtenant thereto), and (y) subject to which Purchaser has elected to accept the conveyance any state of facts that a personal inspection of the PropertyProperty would disclose;
(b) those The covenants, easements, reservations, restrictions, agreements and other title matters that either which are not objected to in writing within the time periods provided in Section 2.2 hereof, or if objected to in writing by Purchaser, are those which Seller has elected not to remove or cure, or has been unable to remove or cure, and subject to which Purchaser has elected or is deemed to have elected to accept the conveyance of the Propertyset forth on Schedule B;
(c) All grants, licenses or other rights (if any) existing on the rights date hereof in favor of tenants under any public or private utility company or governmental entity for, or pertaining to, utilities, sewers, water mains or drainage at, upon or serving the LeasesTwentieth Floor Unit, the Limited Common Elements appurtenant thereto, the General Common Elements or any portion thereof;
(d) Any and all present and future laws, regulations, restrictions, requirements, ordinances, resolutions and orders (including, without limitation, any of the foregoing relating to zoning, building and environmental protection) (collectively, “Laws”) as to the use, occupancy, subdivision or improvement of the Property adopted or imposed by any bureau, board, commission, legislature, department or other governmental body having jurisdiction over or affecting the Twentieth Floor Unit, the Limited Common Elements appurtenant thereto, the General Common Elements or any portion thereof;
(e) Subject to the provisions of Section 5.03, all notations and/or notes or notices of violations of law or municipal ordinances, orders or requirements noted in or issued by any governmental authority having jurisdiction over the Property, which specifically affect the Twentieth Floor Unit or the Limited Common Elements appurtenant thereto (but not those violations which affect the Building generally, if any) (collectively, “Violations”), and any liens arising from any such Violations, if any;
(f) Any lien of all ad valorem for real estate taxes taxes, special assessments, business improvement district charges, water and assessments sewer taxes, rents and charges, and other governmental charges and impositions assessed against the Twentieth Floor Unit not yet due and payable as of the date of Closing, subject to adjustment as herein provided;
(e) local, state and federal laws, ordinances or governmental regulations, including but not limited to, building and zoning laws, ordinances and regulations, now or hereafter in effect relating to the Property;
(f) items shown on the Surveywhich are being apportioned;
(g) The Condominium Documents and any documents or instruments to which the Declaration and the By-Laws of the CondominiumCondominium Documents are subject;
(h) those certain revocable consent agreements granted Any other matter that would otherwise constitute an Objection (as defined in Section 6.03 hereof) or Update Objection (as defined in Section 6.05 hereof) (i) that (A) appeared on the policy of title insurance issued in connection with Purchaser’s acquisition of Unit A, (B) is consented to by Purchaser, (C) is waived by Purchaser in writing or (D) is deemed waived or consented to by Purchaser pursuant to the City terms of Article 6 hereof or (ii) with respect to which First American Title Insurance Company or another of the four (4) largest title companies licensed in New York related (alternatively “Title Company”) certifies that it will insure title free of such Objection or with affirmative insurance against the enforcement of such Objection against the Twentieth Floor Unit, the Limited Common Elements appurtenant thereto or the Purchaser’s interest in the General Common Elements (at normal premium rates and without specific additional cost to the bridge and tunnel connecting the Physical Property with a building on that certain property known as Eleven Madison Avenue, New York, New York, which revocable consent agreement was executed by Seller on September 19, 1995 (bridge), and was executed by Seller on June 18, 2001 (tunnel) (the "Revocable Consents"Purchaser);
(i) The existing designation of the Tower as a New York City Landmark by the New York City Landmarks Preservation Commission; the existing listing of the Tower standard printed exceptions appearing in the National Register Title Commitment, other than those which will be removed or modified pursuant to a certificate of Historic Places and as a National Historic Landmark by the National Park Service, Department of the Interior; and the existing listing of the Tower Seller in the New York State Register form of Historic Places by the New York State Historic Preservation Officer, Office of Parks, Recreation, and Historic PreservationExhibit C; and all legal requirements of any public authorities in connection with such designations and listings.and
(j) the occupancy of the South Building pursuant to Anything else that constitutes a temporary certificate of occupancy, as the tenant Permitted Exception under the Net Lease (the "Tenant") is obligated to obtain a permanent certificate terms of occupancy for such building;
(k) all matters which would be revealed or disclosed by a physical inspection of the Physical Property on the Effective Date;
(l) the license agreement between Seller and Tenant pursuant to which the Wyeth Paintings shall remain in the Building after the Closing. (Purchaser acknowledges and agrees that Seller shall retain ownership of the Wyeth Paintings and that Seller shall have the right, as set forth in such license agreement, upon ninety (90) days notice, to remove the Wyeth Paintings from the Physical Property and Purchaser shall cooperate with Seller in connection with any such removal). The rights of Seller under this subdivision (l), including the right to remove the Wyeth Paintings with the cooperation of Purchaser, shall survive the Closing and the transfer of the Property to Purchaser; and
(m) Seller has claimed federal rehabilitation tax credits for the Tower for a rehabilitation project that ended on March 31, 2003, and all of such credits are personal to Seller and are not being transferred to PurchaserAgreement.
Appears in 1 contract
Sources: Contract of Sale
Permitted Exceptions. The Property Twenty First Floor Unit is being sold, and shall be conveyed conveyed, and Purchaser shall accept title to the Twenty First Floor Unit, subject to the following mattersmatters (collectively, which are hereinafter referred to as the "“Permitted Exceptions":”):
(a) all liensAny state of facts disclosed on the survey (the “Survey”) prepared by U.S. Surveyor (the “Surveyor”), encumbrancesdated April 23, easements2007 or on the Condominium Plans (such state of facts, covenantsthe “Disclosed Survey Items”), conditions and restrictions, including any matters shown on any subdivision or parcel map affecting further state of facts which are not Disclosed Survey Items as would be disclosed in a current survey of the Property which are set forth in provided that such further state of facts would not materially and adversely affect the Title Commitment and not set forth in use, operation or value of the Gap Notice Twenty First Floor Unit (or if set forth in the Gap Notice, (x) are those which Seller has elected not to remove or cure, or has been unable to remove or cureLimited Common Elements appurtenant thereto), and (y) subject to which Purchaser has elected to accept the conveyance any state of facts that a personal inspection of the PropertyProperty would disclose;
(b) those The covenants, easements, reservations, restrictions, agreements and other title matters that either which are not objected to in writing within the time periods provided in Section 2.2 hereof, or if objected to in writing by Purchaser, are those which Seller has elected not to remove or cure, or has been unable to remove or cure, and subject to which Purchaser has elected or is deemed to have elected to accept the conveyance of the Propertyset forth on Schedule B;
(c) All grants, licenses or other rights (if any) existing on the rights date hereof in favor of tenants under any public or private utility company or governmental entity for, or pertaining to, utilities, sewers, water mains or drainage at, upon or serving the LeasesTwenty First Floor Unit, the Limited Common Elements appurtenant thereto, the General Common Elements or any portion thereof;
(d) Any and all present and future laws, regulations, restrictions, requirements, ordinances, resolutions and orders (including, without limitation, any of the foregoing relating to zoning, building and environmental protection) (collectively, “Laws”) as to the use, occupancy, subdivision or improvement of the Property adopted or imposed by any bureau, board, commission, legislature, department or other governmental body having jurisdiction over or affecting the Twenty First Floor Unit, the Limited Common Elements appurtenant thereto, the General Common Elements or any portion thereof;
(e) Subject to the provisions of Section 5.03, all notations and/or notes or notices of violations of law or municipal ordinances, orders or requirements noted in or issued by any governmental authority having jurisdiction over the Property, which specifically affect the Twenty First Floor Unit or the Limited Common Elements appurtenant thereto (but not those violations which affect the Building generally, if any) (collectively, “Violations”), and any liens arising from any such Violations, if any;
(f) Any lien of all ad valorem for real estate taxes taxes, special assessments, business improvement district charges, water and assessments sewer taxes, rents and charges, and other governmental charges and impositions assessed against the Twenty First Floor Unit not yet due and payable as of the date of Closing, subject to adjustment as herein provided;
(e) local, state and federal laws, ordinances or governmental regulations, including but not limited to, building and zoning laws, ordinances and regulations, now or hereafter in effect relating to the Property;
(f) items shown on the Surveywhich are being apportioned;
(g) The Condominium Documents and any documents or instruments to which the Declaration and the By-Laws of the CondominiumCondominium Documents are subject;
(h) those certain revocable consent agreements granted Any other matter that would otherwise constitute an Objection (as defined in Section 6.03 hereof) or Update Objection (as defined in Section 6.05 hereof) (i) that (A) appeared on the policy of title insurance issued in connection with Purchaser’s acquisition of Unit A, (B) is consented to by Purchaser, (C) is waived by Purchaser in writing or (D) is deemed waived or consented to by Purchaser pursuant to the City terms of Article 6 hereof or (ii) with respect to which First American Title Insurance Company or another of the four (4) largest title companies licensed in New York related (alternatively “Title Company”) certifies that it will insure title free of such Objection or with affirmative insurance against the enforcement of such Objection against the Twenty First Floor Unit, the Limited Common Elements appurtenant thereto or the Purchaser’s interest in the General Common Elements (at normal premium rates and without specific additional cost to the bridge and tunnel connecting the Physical Property with a building on that certain property known as Eleven Madison Avenue, New York, New York, which revocable consent agreement was executed by Seller on September 19, 1995 (bridge), and was executed by Seller on June 18, 2001 (tunnel) (the "Revocable Consents"Purchaser);
(i) The existing designation of the Tower as a New York City Landmark by the New York City Landmarks Preservation Commission; the existing listing of the Tower standard printed exceptions appearing in the National Register Title Commitment, other than those which will be removed or modified pursuant to a certificate of Historic Places and as a National Historic Landmark by the National Park Service, Department of the Interior; and the existing listing of the Tower Seller in the New York State Register form of Historic Places by the New York State Historic Preservation Officer, Office of Parks, Recreation, and Historic Preservation; and all legal requirements of any public authorities in connection with such designations and listings.Exhibit C;
(j) the occupancy of the South Building pursuant to a temporary certificate of occupancyAny lien, as the tenant under the Net Lease (the "Tenant") is obligated to obtain a permanent certificate of occupancy for such building;encumbrance, Violation or other matter that would otherwise constitute an Objection caused by Purchaser or its contractors; and
(k) all matters which would be revealed or disclosed by Anything else that constitutes a physical inspection Permitted Exception under the terms of the Physical Property on the Effective Date;
(l) the license agreement between Seller and Tenant pursuant to which the Wyeth Paintings shall remain in the Building after the Closing. (Purchaser acknowledges and agrees that Seller shall retain ownership of the Wyeth Paintings and that Seller shall have the right, as set forth in such license agreement, upon ninety (90) days notice, to remove the Wyeth Paintings from the Physical Property and Purchaser shall cooperate with Seller in connection with any such removal). The rights of Seller under this subdivision (l), including the right to remove the Wyeth Paintings with the cooperation of Purchaser, shall survive the Closing and the transfer of the Property to Purchaser; and
(m) Seller has claimed federal rehabilitation tax credits for the Tower for a rehabilitation project that ended on March 31, 2003, and all of such credits are personal to Seller and are not being transferred to PurchaserAgreement.
Appears in 1 contract
Sources: Contract of Sale
Permitted Exceptions. The Property shall be conveyed subject to the following matters, which are hereinafter referred to as the "Permitted Exceptions":
" shall mean (a) all liensany easements, encumbrancesrestrictions and conditions shown on the Survey or any applicable Minor Development Plan; (b) real property taxes and assessments for the year of the applicable Closing and subsequent years; (c) building, zoning and other applicable ordinances and regulations of the County of Douglas, State of Colorado; (d) any reservations, exceptions, easem▇▇▇▇, ▇ights-of-way, restrictive covenants, conditions and other matters set forth on Exhibit D attached hereto, including, but not limited to, the exceptions of mineral and water rights set forth on such Exhibit D, subject, however, to Mission's delivery to Buyer at Closing of a Relinquishment of Surface Rights with respect to the exceptions of mineral and water rights in the form attached hereto as Exhibit E; (e) taxes, assessments, fees or charges, if any, resulting from the inclusion of the Property in the Highlands Ranch Metropolitan District No. 2; (f) the easements, covenants, conditions and restrictions, including any matters shown on any subdivision or parcel map affecting the Property which are set forth restrictions contained in the Title Commitment and not set forth in the Gap Notice or if set forth in the Gap Notice, (x) are those which Seller has elected not to remove or cure, or has been unable to remove or cure, and (y) subject to which Purchaser has elected to accept the conveyance of the Property;
(b) those matters that either are not objected to in writing within the time periods provided in Section 2.2 hereof, or if objected to in writing by Purchaser, are those which Seller has elected not to remove or cure, or has been unable to remove or cure, and subject to which Purchaser has elected or is deemed to have elected to accept the conveyance of the Property;
(c) the rights of tenants under the Leases;
(d) the lien of all ad valorem real estate taxes and assessments not yet due and payable Deed attached hereto as of the date of Closing, subject to adjustment as herein provided;
(e) local, state and federal laws, ordinances or governmental regulations, including but not limited to, building and zoning laws, ordinances and regulations, now or hereafter in effect relating to the Property;
(f) items shown on the Survey;
Exhibit F; (g) the terms and provisions contained in the Supplemental Declaration and in the By-Laws of the Condominium;
form attached hereto as Exhibit H; (h) those certain revocable consent agreements granted by the City of New York related to easements, covenants, conditions and restrictions contained in the bridge Easement and tunnel connecting the Physical Property with a building on that certain property known Development Agreement attached hereto as Eleven Madison Avenue, New York, New York, which revocable consent agreement was executed by Seller on September 19, 1995 (bridge), and was executed by Seller on June 18, 2001 (tunnel) (the "Revocable Consents");
Exhibit I; (i) The existing designation of the Tower as a New York City Landmark by the New York City Landmarks Preservation Commission; the existing listing of the Tower easements, covenants, conditions and restrictions contained in the National Register of Historic Places and Access Easement Agreement attached hereto as a National Historic Landmark by the National Park Service, Department of the InteriorExhibit J; and the existing listing of the Tower in the New York State Register of Historic Places by the New York State Historic Preservation Officer, Office of Parks, Recreation, and Historic Preservation; and all legal requirements of any public authorities in connection with such designations and listings.
(j) any defects in or objections to title to the occupancy of the South Building pursuant to a temporary certificate of occupancyProperty caused by Buyer or anyone claiming by, as the tenant through or under the Net Lease (the "Tenant") is obligated to obtain a permanent certificate of occupancy for such building;
Buyer; and (k) all any other reservations, exceptions, easements, rights-of-way or other matters which would be revealed are waived or disclosed deemed waived by a physical inspection of the Physical Property on the Effective Date;
(l) the license agreement between Seller and Tenant Buyer pursuant to which the Wyeth Paintings shall remain in the Building after the Closing. (Purchaser acknowledges and agrees that Seller shall retain ownership Section of the Wyeth Paintings and that Seller shall have the right, as set forth in such license agreement, upon ninety (90) days notice, to remove the Wyeth Paintings from the Physical Property and Purchaser shall cooperate with Seller in connection with any such removal). The rights of Seller under this subdivision (l), including the right to remove the Wyeth Paintings with the cooperation of Purchaser, shall survive the Closing and the transfer of the Property to Purchaser; and
(m) Seller has claimed federal rehabilitation tax credits for the Tower for a rehabilitation project that ended on March 31, 2003, and all of such credits are personal to Seller and are not being transferred to PurchaserAgreement entitled "Title Defects."
Appears in 1 contract
Sources: Vacant Land Purchase and Sale Agreement (Wellsford Residential Property Trust)
Permitted Exceptions. The Property shall be conveyed subject only to the following matters, which are hereinafter referred to as the "Permitted Exceptions":
(a) all liensliens (including, without limitation, any sidewalk violations and/or liens arising therefrom), encumbrances, easements, covenants, conditions and restrictions, including any matters shown on any subdivision or parcel map affecting the Property Property, which are set forth in the marked Title Commitment and not set forth in the Gap Notice or if set forth in the Gap Notice, (x) are those which Seller has elected not to remove or cure, or has been unable to remove or cure, and (y) subject to which Purchaser has elected to accept the conveyance of the Property;attached here as Exhibit V.
(b) those matters that either are not objected to in writing within the time periods provided in Section 2.2 hereof, or if objected to in writing by Purchaser, are those which Seller has elected not to remove or cure, or has been unable to remove or cure, and subject to which Purchaser has elected or is deemed to have elected to accept the conveyance of the Property;
(c) the rights of tenants, as tenants only, under the Leases;
(d) the rights of Seller and/or any affiliate thereof, as tenant only, under any of the Leases;
(e) the lien of all ad valorem real estate taxes and assessments not yet due and payable as of the date of Closing, subject to adjustment as herein provided;
(ef) local, state and federal laws, ordinances or governmental regulations, including including, but not limited to, environmental, building and zoning laws, ordinances and regulations, now or hereafter in effect relating to the Property and the ownership, use, development of and the right to operate or maintain the Property;
(f) items shown on the Survey;
(g) the Declaration and the By-Laws of the Condominium;
(h) those certain revocable consent agreements granted by the City of New York related to the bridge and tunnel connecting the Physical Property with a building on that certain property known as Eleven Madison Avenue, New York, New York, which revocable consent agreement was executed by Seller on September 19, 1995 (bridge), and was executed by Seller on June 18, 2001 (tunnel) (the "Revocable Consents");
(i) The existing designation of the Tower as a New York City Landmark by the New York City Landmarks Preservation Commission; the existing listing of the Tower in the National Register of Historic Places and as a National Historic Landmark by the National Park Service, Department of the Interior; and the existing listing of the Tower in the New York State Register of Historic Places by the New York State Historic Preservation Officer, Office of Parks, Recreation, and Historic Preservation; and all legal requirements of any public authorities in connection with such designations and listings.
(j) the occupancy of the South Building pursuant to a temporary certificate of occupancy, as the tenant under the Net Lease (the "Tenant") is obligated to obtain a permanent certificate of occupancy for such building;
(k) all matters which would be revealed or disclosed by a physical inspection of the Physical Property on the Effective Date;
(h) items shown on the Survey and not objected to by Purchaser, or waived or deemed waived by Purchaser in accordance with Section 2.2 hereof;
(i) that certain Revocable Consent Agreement made by and between The City of New York Department of Transportation and Seller, as successor by merger to Metropolitan Insurance and Annuity Company, dated December 16, 2003, recorded October 1, 2004, as CRFN 2004000614997 and that certain Revocable Consent Agreement made by and between The City of New York Department of Transportation and Seller, as successor by merger to Metropolitan Insurance and Annuity Company, dated April 2, 2004, recorded May 19, 2004, as CRFN 2004000314876;
(j) such right, title and interest Seller may have in the Reserved Con Ed Claims;
(k) any lien, encumbrance or governmental obligation that affects solely the property of a tenant;
(l) possible non-material variations between the license agreement between Seller and Tenant pursuant to which tax diagram or the Wyeth Paintings shall remain in the Building after the Closing. (Purchaser acknowledges and agrees that Seller shall retain ownership of the Wyeth Paintings and that Seller shall have the right, as set forth in such license agreement, upon ninety (90) days notice, to remove the Wyeth Paintings from the Physical Property and Purchaser shall cooperate with Seller in connection with any such removal). The rights of Seller under this subdivision (l), including the right to remove the Wyeth Paintings with the cooperation of Purchaser, shall survive the Closing tax map and the transfer of the Property to Purchaserrecord description; and
(m) Seller has claimed federal rehabilitation tax credits all rights for electricity, gas, telephone, water, cable, television and any other utilities to maintain and operate lines, cables, poles and distribution boxes serving the Tower for a rehabilitation project that ended on March 31Real Property in, 2003over, and all of such credits are personal to Seller and are not being transferred to Purchaserupon or under the Real Property.
Appears in 1 contract
Permitted Exceptions. The Property shall be conveyed subject to the following matters, which are hereinafter referred to as the "“Permitted Exceptions"”:
(a) all liens, encumbrances, easements, covenants, conditions and restrictions, including any matters shown on any subdivision or parcel map affecting the Property which are set forth in the Title Commitment and not set forth in the Gap Notice or if set forth in the Gap Notice, (x) are those which Seller has elected not to remove or cure, or has been unable to remove or cure, and (y) subject to which Purchaser has elected to accept the conveyance of the Property;
(b) those matters that either are not objected to in writing within the time periods provided in Section 2.2 hereof, or if objected to in writing by Purchaser, are those which Seller has elected not to remove or cure, or has been unable to remove or cure, and subject to which Purchaser has elected or is deemed to have elected to accept the conveyance of the Property;
(c) the rights of tenants under the Leases;
(d) the lien of all ad valorem real estate taxes and assessments not yet due and payable as of the date of Closing, subject to adjustment as herein provided;
(e) local, state and federal laws, ordinances or governmental regulations, including but not limited to, building and zoning laws, ordinances and regulations, now or hereafter in effect relating to the Property;
(f) items shown on the Survey;
(g) the Declaration and the By-Laws of the Condominium;
(h) those certain revocable consent agreements granted by the City of New York related to the bridge and tunnel connecting the Physical Property with a building on that certain property known as Eleven Madison Avenue, New York, New York, which revocable consent agreement was executed by Seller on September 19, 1995 (bridge), and was executed by Seller on June 18, 2001 (tunnel) (the "“Revocable Consents"”);
(i) The existing designation of the Tower as a New York City Landmark by the New York City Landmarks Preservation Commission; the existing listing of the Tower in the National Register of Historic Places and as a National Historic Landmark by the National Park Service, Department of the Interior; and the existing listing of the Tower in the New York State Register of Historic Places by the New York State Historic Preservation Officer, Office of Parks, Recreation, and Historic Preservation; and all legal requirements of any public authorities in connection with such designations and listings.
(j) the occupancy of the South Building pursuant to a temporary certificate of occupancy, as the tenant under the Net Lease (the "“Tenant"”) is obligated to obtain a permanent certificate of occupancy for such building;
(k) all matters which would be revealed or disclosed by a physical inspection of the Physical Property on the Effective Date;
(l) the license agreement between Seller and Tenant pursuant to which the Wyeth Paintings shall remain in the Building after the Closing. (Purchaser acknowledges and agrees that Seller shall retain ownership of the Wyeth Paintings and that Seller shall have the right, as set forth in such license agreement, upon ninety (90) days notice, to remove the Wyeth Paintings from the Physical Property and Purchaser shall cooperate with Seller in connection with any such removal). The rights of Seller under this subdivision (l), including the right to remove the Wyeth Paintings with the cooperation of Purchaser, shall survive the Closing and the transfer of the Property to Purchaser; and
(m) Seller has claimed federal rehabilitation tax credits for the Tower for a rehabilitation project that ended on March 31, 2003, and all of such credits are personal to Seller and are not being transferred to Purchaser.
Appears in 1 contract
Permitted Exceptions. The Property shall be conveyed subject to As used in this Agreement, the following matters, which are hereinafter referred to as the term "Permitted Exceptions":
" shall mean (a) all liens, encumbrances, easements, covenants, conditions and restrictions, including any matters shown on any subdivision or parcel map affecting the Property which are set forth disclosed in the Title Commitment Documents and not set forth in the Gap Notice or if set forth in the Gap Notice, (x) are those which Seller has elected not to remove or cure, or has been unable to remove or cure, and (y) subject to which Purchaser has elected CBL/OP does not raise a Title Objection prior to accept the conveyance of the Property;
(b) those matters that either are not objected to in writing within the time periods provided in Section 2.2 hereofTitle Objection Deadline, or if objected to in writing by Purchaseror, are those which Seller has elected not to remove or curehaving objected, or has been unable to remove or cure, and subject to which Purchaser has elected CBL/OP waives or is deemed to have elected waived in accordance with the provisions of Section 4.3.2 above; (b) any new title exceptions first raised by the Title Company in any modification, update, recertification or amendment to accept the conveyance Title Commitment issued after the Effective Date and to which CBL/OP does not raise an Additional Title Objection within the prescribed time, or, having objected, CBL/OP waives or is deemed to have waived in accordance with the provisions of the Property;
Section 4.3.3 above; (c) any liens or encumbrances relating to the rights of tenants under the Leases;
Closing Date Debt; (d) the lien of all ad valorem real estate taxes and assessments not yet due and payable as of the date of Closing, subject to adjustment as herein provided;
Ground Lease; (e) localall existing Tenant Leases, state all new Tenant Leases and federal lawsamendments, ordinances modifications, supplements and extension to any of the foregoing which are entered into following the Effective Date and are permitted pursuant to this Agreement, and the rights of Tenants in possession thereunder, as tenants only; (f) the Operating Agreement; (g) any financing statements, chattel mortgages or governmental regulationsother liens and encumbrances relating to financing obtained by Tenants and encumbering only the property of Tenants; (h) any Survey Exceptions unless objected to by CBL/OP in accordance with Section 4.3.2 above; (i) non-delinquent Real Estate Taxes (including liens for community facilities districts, including but not limited tobusiness improvement districts or local improvement districts) for the fiscal year in which the Closing occurs; (j) all zoning restrictions, regulations and requirements, all building codes and zoning all other applicable laws, ordinances and regulations, now or hereafter in effect relating to governmental regulations affecting the Property;
(f) items shown on the Survey;
(g) the Declaration and the By-Laws of the Condominium;
(h) those certain revocable consent agreements granted by the City of New York related to the bridge and tunnel connecting the Physical Property with a building on that certain property known as Eleven Madison Avenue, New York, New York, which revocable consent agreement was executed by Seller on September 19, 1995 (bridge), and was executed by Seller on June 18, 2001 (tunnel) (the "Revocable Consents");
(i) The existing designation of the Tower as a New York City Landmark by the New York City Landmarks Preservation Commission; the existing listing of the Tower in the National Register of Historic Places and as a National Historic Landmark by the National Park Service, Department of the Interior; and the existing listing of the Tower in the New York State Register of Historic Places by the New York State Historic Preservation Officer, Office of Parks, Recreation, and Historic Preservation; and all legal requirements of any public authorities in connection with such designations and listings.
(j) the occupancy of the South Building pursuant to a temporary certificate of occupancy, as the tenant under the Net Lease (the "Tenant") is obligated to obtain a permanent certificate of occupancy for such building;
(k) all matters which would be revealed directly or disclosed indirectly caused by a physical inspection of the Physical Property on the Effective Date;
CBL/OP or arising through CBL/OP; and (l) that Easement Agreement attached hereto as Exhibit R. Notwithstanding anything to the license agreement between Seller contrary contained in this Agreement, liens and Tenant pursuant encumbrances for the payment of any non-delinquent community facilities district taxes, business improvement district charges and/or any local improvement district levies and special assessments shall not be discharged at Closing and shall not be an objection to which title (subject to the Wyeth Paintings shall remain in the Building after the Closing. (Purchaser acknowledges and agrees that Seller shall retain ownership proration of the Wyeth Paintings and that Seller shall have the right, current installments thereof as set forth provided in such license agreement, upon ninety (90) days notice, to remove the Wyeth Paintings from the Physical Property and Purchaser shall cooperate with Seller in connection with any such removalSection 6.2 below). The rights of Seller under this subdivision (l), including the right to remove the Wyeth Paintings with the cooperation of Purchaser, shall survive the Closing and the transfer of the Property to Purchaser; and
(m) Seller has claimed federal rehabilitation tax credits for the Tower for a rehabilitation project that ended on March 31, 2003, and all of such credits are personal to Seller and are not being transferred to Purchaser.
Appears in 1 contract
Sources: Contribution Agreement (CBL & Associates Properties Inc)
Permitted Exceptions. The Except as provided in SECTION 5.2, and unless this Agreement is terminated by Purchaser pursuant to SECTION 4.6 or SECTION 5.3, Seller shall cause the Real Property to be transferred and conveyed to Purchaser, and Purchaser shall be conveyed accept fee title to the Real Property at Closing, subject to the following mattersmatters (collectively, which are hereinafter referred to as the "Permitted ExceptionsPERMITTED EXCEPTIONS":):
(a) all liens, encumbrances, easements, covenants, conditions and restrictions, including any matters shown on any subdivision or parcel map affecting the Property which are set forth in the Title Commitment and not set forth in the Gap Notice or if set forth in the Gap Notice, (x) are those which Seller has elected not to remove or cure, or has been unable to remove or cure, and (y) subject to which Purchaser has elected to accept the conveyance of the PropertyAny title matters;
(b) those matters that either are not objected to in writing within the time periods provided in Section 2.2 hereof, or if objected to in writing by Purchaser, are those Any state of facts which Seller has elected not to remove or cure, or has been unable to remove or cure, a current and subject to which Purchaser has elected or is deemed to have elected to accept the conveyance accurate ALTA/ACSM survey of the PropertyReal Property (a "SURVEY") obtained prior to the Closing would disclose;
(c) All Laws including, without limitation, all historical preservation, environmental, building, subdivision and zoning restrictions, codes, ordinances and regulations, affecting the rights Real Property or the ownership, use or operation thereof adopted by the United States, the Commonwealth of tenants under Massachusetts, the LeasesTown of Lexington, and any and every other agency, department, instrumentality and/or political subdivision of government of every kind whatsoever having jurisdiction thereof, and all amendments or additions thereto now in effect or which may be in force and effect on the Closing Date;
(d) Unpaid personal property taxes owed by Seller for the lien of all ad valorem Property, unpaid real estate taxes taxes, unpaid excise taxes, water and assessments sewer charges which are not yet due and payable as but which may be a lien on all or a portion of the date of ClosingProperty, subject to adjustment as herein providedhereinabove provided in ARTICLE 3;
(e) localThe Space Lease, state and federal laws, ordinances or governmental regulations, including but not limited to, building and zoning laws, ordinances and regulations, now or hereafter in effect relating subject to the PropertyTermination Agreement described below in SECTION 6.4.5;
(f) items shown The Equipment Leases, if there be any identified on the Survey;EXHIBIT D attached hereto if assumed by Purchaser at its election as hereinafter provided; and
(g) the Declaration and the By-Laws of the Condominium;
(h) those certain revocable consent agreements granted by the City of New York related The Service Contracts listed in EXHIBIT E attached hereto which Purchaser elects to the bridge and tunnel connecting the Physical Property with a building on that certain property known assume as Eleven Madison Avenue, New York, New York, which revocable consent agreement was executed by Seller on September 19, 1995 (bridge), and was executed by Seller on June 18, 2001 (tunnel) (the "Revocable Consents");
(i) The existing designation of the Tower as a New York City Landmark by the New York City Landmarks Preservation Commission; the existing listing of the Tower in the National Register of Historic Places and as a National Historic Landmark by the National Park Service, Department of the Interior; and the existing listing of the Tower in the New York State Register of Historic Places by the New York State Historic Preservation Officer, Office of Parks, Recreation, and Historic Preservation; and all legal requirements of any public authorities in connection with such designations and listingshereinafter provided.
(j) the occupancy of the South Building pursuant to a temporary certificate of occupancy, as the tenant under the Net Lease (the "Tenant") is obligated to obtain a permanent certificate of occupancy for such building;
(k) all matters which would be revealed or disclosed by a physical inspection of the Physical Property on the Effective Date;
(l) the license agreement between Seller and Tenant pursuant to which the Wyeth Paintings shall remain in the Building after the Closing. (Purchaser acknowledges and agrees that Seller shall retain ownership of the Wyeth Paintings and that Seller shall have the right, as set forth in such license agreement, upon ninety (90) days notice, to remove the Wyeth Paintings from the Physical Property and Purchaser shall cooperate with Seller in connection with any such removal). The rights of Seller under this subdivision (l), including the right to remove the Wyeth Paintings with the cooperation of Purchaser, shall survive the Closing and the transfer of the Property to Purchaser; and
(m) Seller has claimed federal rehabilitation tax credits for the Tower for a rehabilitation project that ended on March 31, 2003, and all of such credits are personal to Seller and are not being transferred to Purchaser.
Appears in 1 contract
Sources: Purchase and Sale Agreement (Cubist Pharmaceuticals Inc)
Permitted Exceptions. The Property Purchaser’s Unit is being sold, and shall be conveyed conveyed, and Purchaser shall accept title to the Purchaser’s Unit, subject to the following mattersmatters (collectively, which are hereinafter referred to as the "“Permitted Exceptions":”):
(a) all liensAny state of facts, encumbrancesdisclosed on the survey (the “Existing Survey”) prepared by U.S. Surveyor (the “Surveyor”), easementsdated February 12, covenants2008 or on the Condominium Plans (such state of facts, conditions and restrictionsthe “Disclosed Survey Items”), including any matters shown on any subdivision or parcel map affecting further state of facts which are not Disclosed Survey Items as would be disclosed in a current survey of the Property which are set forth in provided that such further state of facts would not materially and adversely affect the Title Commitment and not set forth in use, operation or value of the Gap Notice Purchaser’s Unit (or if set forth in the Gap Notice, (x) are those which Seller has elected not to remove or cure, or has been unable to remove or cureLimited Common Elements appurtenant thereto), and (y) subject to which Purchaser has elected to accept the conveyance any state of facts that a personal inspection of the PropertyProperty would disclose;
(b) those All covenants, easements, reservations, restrictions, agreements and other title matters that either which are not objected (x) set forth on in the Title Commitment No. 289581NY78 issued by First American Title Insurance Company of New York with respect to in writing within the time periods Property with an effective date of December 5, 2007 (the “Seller Title Commitment”) or (y) provided in Section 2.2 hereof, or if objected to in writing for by Purchaser, are those which Seller has elected not to remove or cure, or has been unable to remove or cure, and subject to which Purchaser has elected or is deemed to have elected to accept the conveyance of the Propertythis Agreement;
(c) All grants, licenses or other rights (if any) existing on the rights date hereof in favor of tenants under any public or private utility company or governmental entity for, or pertaining to, utilities, sewers, water mains or drainage at, upon or serving the LeasesPurchaser’s Unit, the Limited Common Elements appurtenant thereto, the General Common Elements or any portion thereof;
(d) Any and all present and future laws, regulations, restrictions, requirements, ordinances, resolutions and orders (including, without limitation, any of the foregoing relating to zoning, building and environmental protection) (collectively, “Laws”) as to the use, occupancy, subdivision or improvement of the Property adopted or imposed by any bureau, board, commission, legislature, department or other governmental body having jurisdiction over or affecting the Purchaser’s Unit, the Limited Common Elements appurtenant thereto, the General Common Elements or any portion thereof;
(e) All notations and/or notes or notices of violations of law or municipal ordinances, orders or requirements noted in or issued by any governmental authority having jurisdiction over or affecting the Purchaser’s Unit, the Limited Common Elements appurtenant thereto, the General Common Elements or any portion thereof (collectively, “Violations”), and any liens arising from any such Violations, if any;
(f) Any lien of all ad valorem for real estate taxes taxes, special assessments, business improvement district charges, water and assessments sewer taxes, rents and charges, and other governmental charges and impositions assessed against the Property not yet due and payable as of the date of Closing, subject to adjustment as herein provided;
(e) local, state and federal laws, ordinances or governmental regulations, including but not limited to, building and zoning laws, ordinances and regulations, now or hereafter in effect relating to the Property;
(f) items shown on the Surveywhich are being apportioned;
(g) the Declaration and the By-Laws of the CondominiumThe Condominium Documents;
(h) those certain revocable consent agreements granted Any other matter that would otherwise constitute an Objection (as defined in Section 6.03 hereof) or Update Objection (as defined in Section 6.05) and (i) that is (A) consented to by the City of New York related Purchaser, (B) waived by Purchaser or (C) deemed waived by Purchaser pursuant to the bridge and tunnel connecting the Physical Property terms of Article 6 hereof or (ii) with a building on respect to which First American Title Insurance Company, or another reputable, nationally recognized title company (“Title Company”) agrees that certain property known as Eleven Madison Avenue, New York, New York, which revocable consent agreement was executed by Seller on September 19, 1995 (bridge), and was executed by Seller on June 18, 2001 (tunnel) (the "Revocable Consents")it will omit such matter and/or insure over such matter in accordance with Section 6.08;
(i) The existing designation of the Tower as a New York City Landmark by the New York City Landmarks Preservation Commission; the existing listing of the Tower standard printed exceptions appearing in the National Register Title Commitment, other than those which will be removed or modified pursuant to a certificate of Historic Places and as a National Historic Landmark by the National Park Service, Department of the Interior; and the existing listing of the Tower Seller in the New York State Register form of Historic Places by the New York State Historic Preservation Officer, Office of Parks, Recreation, and Historic PreservationExhibit D; and all legal requirements of any public authorities in connection with such designations and listings.and
(j) the occupancy of the South Building pursuant to Anything else that constitutes a temporary certificate of occupancy, as the tenant Permitted Exception under the Net Lease (the "Tenant") is obligated to obtain a permanent certificate terms of occupancy for such building;
(k) all matters which would be revealed or disclosed by a physical inspection of the Physical Property on the Effective Date;
(l) the license agreement between Seller and Tenant pursuant to which the Wyeth Paintings shall remain in the Building after the Closing. (Purchaser acknowledges and agrees that Seller shall retain ownership of the Wyeth Paintings and that Seller shall have the right, as set forth in such license agreement, upon ninety (90) days notice, to remove the Wyeth Paintings from the Physical Property and Purchaser shall cooperate with Seller in connection with any such removal). The rights of Seller under this subdivision (l), including the right to remove the Wyeth Paintings with the cooperation of Purchaser, shall survive the Closing and the transfer of the Property to Purchaser; and
(m) Seller has claimed federal rehabilitation tax credits for the Tower for a rehabilitation project that ended on March 31, 2003, and all of such credits are personal to Seller and are not being transferred to PurchaserAgreement.
Appears in 1 contract
Sources: Contract of Sale
Permitted Exceptions. The Property shall be conveyed subject only to the following matters, which are hereinafter referred to as the "Permitted Exceptions":
(a) all liensliens (including, without limitation, any sidewalk violations and/or liens arising therefrom), encumbrances, easements, covenants, conditions and restrictions, including any matters shown on any subdivision or parcel map affecting the Property Property, which are set forth in the marked Title Commitment and not set forth in the Gap Notice or if set forth in the Gap Notice, (x) are those which Seller has elected not to remove or cure, or has been unable to remove or cure, and (y) subject to which Purchaser has elected to accept the conveyance of the Property;attached here as Exhibit W.
(b) those matters that either are not objected to in writing within the time periods provided in Section 2.2 hereof, or if objected to in writing by Purchaser, are those which Seller has elected not to remove or cure, or has been unable to remove or cure, and subject to which Purchaser has elected or is deemed to have elected to accept the conveyance of the Property;
(c) the rights of tenants, as tenants only, under the Leases;
(d) the rights of Seller and/or any affiliate thereof, as tenant only, under any of the Leases;
(e) the lien of all ad valorem real estate taxes and assessments not yet due and payable as of the date of Closing, subject to adjustment as herein provided;
(ef) local, state and federal laws, ordinances or governmental regulations, including including, but not limited to, environmental, building and zoning laws, ordinances and regulations, now or hereafter in effect relating to the Property and the ownership, use, development of and the right to operate or maintain the Property;
(f) items shown on the Survey;
(g) the Declaration and the By-Laws of the Condominium;
(h) those certain revocable consent agreements granted by the City of New York related to the bridge and tunnel connecting the Physical Property with a building on that certain property known as Eleven Madison Avenue, New York, New York, which revocable consent agreement was executed by Seller on September 19, 1995 (bridge), and was executed by Seller on June 18, 2001 (tunnel) (the "Revocable Consents");
(i) The existing designation of the Tower as a New York City Landmark by the New York City Landmarks Preservation Commission; the existing listing of the Tower in the National Register of Historic Places and as a National Historic Landmark by the National Park Service, Department of the Interior; and the existing listing of the Tower in the New York State Register of Historic Places by the New York State Historic Preservation Officer, Office of Parks, Recreation, and Historic Preservation; and all legal requirements of any public authorities in connection with such designations and listings.
(j) the occupancy of the South Building pursuant to a temporary certificate of occupancy, as the tenant under the Net Lease (the "Tenant") is obligated to obtain a permanent certificate of occupancy for such building;
(k) all matters which would be revealed or disclosed by a physical inspection of the Physical Property on the Effective Date;
(h) items shown on the Survey and not objected to by Purchaser, or waived or deemed waived by Purchaser in accordance with Section 2.2 hereof;
(i) that certain Revocable Consent Agreement made by and between The City of New York Department of Transportation and Seller, as successor by merger to Metropolitan Insurance and Annuity Company, dated December 16, 2003, recorded October 1, 2004, as CRFN 2004000614997 and that certain Revocable Consent Agreement made by and between The City of New York Department of Transportation and Seller, as successor by merger to Metropolitan Insurance and Annuity Company, dated April 2, 2004, recorded May 19, 2004, as CRFN 2004000314876;
(j) such right, title and interest Seller may have in the Reserved Con Ed Claims;
(k) any lien, encumbrance or governmental obligation that affects solely the property of a tenant;
(l) possible non-material variations between the license agreement between Seller and Tenant pursuant to which tax diagram or the Wyeth Paintings shall remain in the Building after the Closing. (Purchaser acknowledges and agrees that Seller shall retain ownership of the Wyeth Paintings and that Seller shall have the right, as set forth in such license agreement, upon ninety (90) days notice, to remove the Wyeth Paintings from the Physical Property and Purchaser shall cooperate with Seller in connection with any such removal). The rights of Seller under this subdivision (l), including the right to remove the Wyeth Paintings with the cooperation of Purchaser, shall survive the Closing tax map and the transfer of the Property to Purchaserrecord description; and
(m) Seller has claimed federal rehabilitation tax credits all rights for electricity, gas, telephone, water, cable, television and any other utilities to maintain and operate lines, cables, poles and distribution boxes serving the Tower for a rehabilitation project that ended on March 31Real Property in, 2003over, and all of such credits are personal to Seller and are not being transferred to Purchaserupon or under the Real Property.
Appears in 1 contract
Permitted Exceptions. The Property shall be conveyed subject to the following matters, which are hereinafter referred to as the "Permitted Exceptions":
" shall mean (a) all liensany easements, encumbrancesrestrictions and conditions shown on the Survey or any applicable Minor Development Plan; (b) real property taxes and assessments for the year of the applicable Closing and subsequent years; (c) building, zoning and other applicable ordinances and regulations of the County of ▇▇▇▇▇▇▇, State of Colorado; (d) any reservations, exceptions, easements, rights-of-way, restrictive covenants, conditions and other matters set forth on Exhibit D attached hereto, including, but not limited to, the exceptions of mineral and water rights set forth on such Exhibit D, subject, however, to Mission's delivery to Buyer at Closing of a Relinquishment of Surface Rights with respect to the exceptions of mineral and water rights in the form attached hereto as Exhibit E; (e) taxes, assessments, fees or charges, if any, resulting from the inclusion of the Property in the Highlands Ranch Metropolitan District No. 2; (f) the easements, covenants, conditions and restrictions, including any matters shown on any subdivision or parcel map affecting the Property which are set forth restrictions contained in the Title Commitment and not set forth in the Gap Notice or if set forth in the Gap Notice, (x) are those which Seller has elected not to remove or cure, or has been unable to remove or cure, and (y) subject to which Purchaser has elected to accept the conveyance of the Property;
(b) those matters that either are not objected to in writing within the time periods provided in Section 2.2 hereof, or if objected to in writing by Purchaser, are those which Seller has elected not to remove or cure, or has been unable to remove or cure, and subject to which Purchaser has elected or is deemed to have elected to accept the conveyance of the Property;
(c) the rights of tenants under the Leases;
(d) the lien of all ad valorem real estate taxes and assessments not yet due and payable Deed attached hereto as of the date of Closing, subject to adjustment as herein provided;
(e) local, state and federal laws, ordinances or governmental regulations, including but not limited to, building and zoning laws, ordinances and regulations, now or hereafter in effect relating to the Property;
(f) items shown on the Survey;
Exhibit F; (g) the terms and provisions contained in the Supplemental Declaration and in the By-Laws of the Condominium;
form attached hereto as Exhibit H; (h) those certain revocable consent agreements granted by the City of New York related to easements, covenants, conditions and restrictions contained in the bridge Easement and tunnel connecting the Physical Property with a building on that certain property known Development Agreement attached hereto as Eleven Madison Avenue, New York, New York, which revocable consent agreement was executed by Seller on September 19, 1995 (bridge), and was executed by Seller on June 18, 2001 (tunnel) (the "Revocable Consents");
Exhibit I; (i) The existing designation of the Tower as a New York City Landmark by the New York City Landmarks Preservation Commission; the existing listing of the Tower easements, covenants, conditions and restrictions contained in the National Register of Historic Places and Access Easement Agreement attached hereto as a National Historic Landmark by the National Park Service, Department of the InteriorExhibit J; and the existing listing of the Tower in the New York State Register of Historic Places by the New York State Historic Preservation Officer, Office of Parks, Recreation, and Historic Preservation; and all legal requirements of any public authorities in connection with such designations and listings.
(j) any defects in or objections to title to the occupancy of the South Building pursuant to a temporary certificate of occupancyProperty caused by Buyer or anyone claiming by, as the tenant through or under the Net Lease (the "Tenant") is obligated to obtain a permanent certificate of occupancy for such building;
Buyer; and (k) all any other reservations, exceptions, easements, rights-of-way or other matters which would be revealed are waived or disclosed deemed waived by a physical inspection of the Physical Property on the Effective Date;
(l) the license agreement between Seller and Tenant Buyer pursuant to which the Wyeth Paintings shall remain in the Building after the Closing. (Purchaser acknowledges and agrees that Seller shall retain ownership Section of the Wyeth Paintings and that Seller shall have the right, as set forth in such license agreement, upon ninety (90) days notice, to remove the Wyeth Paintings from the Physical Property and Purchaser shall cooperate with Seller in connection with any such removal). The rights of Seller under this subdivision (l), including the right to remove the Wyeth Paintings with the cooperation of Purchaser, shall survive the Closing and the transfer of the Property to Purchaser; and
(m) Seller has claimed federal rehabilitation tax credits for the Tower for a rehabilitation project that ended on March 31, 2003, and all of such credits are personal to Seller and are not being transferred to PurchaserAgreement entitled "Title Defects."
Appears in 1 contract
Sources: Vacant Land Purchase and Sale Agreement (Equity Residential Properties Trust)
Permitted Exceptions. The Property shall be conveyed subject to the following mattersFor purposes of this Agreement, which are hereinafter referred to as the "Permitted Exceptions":
" are and mean: (a) all liens, encumbrances, easements, covenants, conditions and restrictions, including any matters shown on any subdivision or parcel map affecting the Property which are set forth in the Title Commitment and not set forth in the Gap Notice or if set forth in the Gap Notice, (x) are those which Seller has elected not to remove or cure, or has been unable to remove or cure, and (y) subject to which Purchaser has elected to accept the conveyance of the Property;
(bi) those matters that either are not objected or have become Permitted Exceptions pursuant to in writing within the time periods provided in Section 2.2 or 2.3 hereof, or if objected to in writing by Purchaser, are those which Seller has elected not to remove or cure, or has been unable to remove or cure, and subject to which Purchaser has elected or is deemed to have elected to accept the conveyance of the Property;
; (cii) the rights of tenants under the Leases;
, as tenants only, with no options to purchase or rights of first offer or refusal to purchase the Property; (diii) the lien of all ad valorem real estate taxes and assessments not yet due and payable as of the date of ClosingClosing Date, subject to adjustment as herein provided;
; (eiv) local, state and federal laws, ordinances or governmental regulations, including but not limited to, building and zoning laws, ordinances and regulations, now or hereafter in effect relating to the Property;
, except for any violation of the foregoing; and (fv) items shown matters that have arisen as a result of acts done or suffered by or through Purchaser. 2.5 ASIC Lease. Prior to the expiration of the Inspection Period, Purchaser, as landlord, and Seller, as tenant, shall finalize the form of that certain lease for 30,552 rentable square feet located on the Survey;
(g) the Declaration and the By-Laws 3rd floor of the Condominium;
Property which shall be in form and substance reasonably acceptable to Purchaser and Seller and shall provide for the following: (hi) those certain revocable consent agreements granted by commencement on the City date of New York related to the bridge and tunnel connecting the Physical Property Closing ("Commencement"); (ii) a term of five (5) years; (iii) annual rent of $21.00 gross per rentable square foot with a building 2012 base year and three percent (3%) annual increases plus electricity usage to be billed to tenant on a pro rata basis; (iv) no tenant improvement allowance or commissions; (v) notwithstanding clause (iii) above, rent abatement for five (5) months upon Commencement, provided, tenant shall be responsible for payment of all utilities during such abatement period, (vi) that certain property known for so long as Eleven Madison AvenuePurchaser maintains training rooms on the first (1st) floor of the Property, New YorkPurchaser shall provide access to such training rooms as requested by Seller, New Yorksubject to any conditions set forth in the lease, which revocable consent agreement was executed (vii) a guaranty from Atlas Financial Holdings, Inc. ("Atlas"), an affiliate of Seller, unconditionally and irrevocably guaranteeing the payment and performance of Seller's obligations under the lease, and (viii) an unconditional, standby and irrevocable, self-renewing letter of credit in the amount of Three Hundred Twenty Thousand Seven Hundred Ninety Six and No/100 Dollars ($320,796.00), in form and substance reasonably approved by Purchaser, as security for the full and faithful performance of every provision of the lease to be performed by Seller on September 19, 1995 (bridge), and was executed by Seller on June 18, 2001 (tunnel) throughout the term of the lease (the "Revocable ConsentsASIC Lease");
(i) . The ASIC Lease shall replace any existing designation of the Tower as a New York City Landmark by the New York City Landmarks Preservation Commission; the existing listing of the Tower in the National Register of Historic Places and as a National Historic Landmark by the National Park Service, Department of the Interior; and the existing listing of the Tower in the New York State Register of Historic Places by the New York State Historic Preservation Officer, Office of Parks, Recreation, and Historic Preservation; and all legal requirements of any public authorities in connection lease with such designations and listings.
(j) the occupancy of the South Building pursuant to a temporary certificate of occupancy, as the tenant under the Net Lease Atlas (the "TenantExisting Lease") is obligated to obtain a permanent certificate of occupancy for such building;
(k) all matters which would be revealed or disclosed by a physical inspection in effect as of the Physical Property on Effective Date and the Effective Date;
(l) the license agreement between Seller Existing Lease shall be terminated and Tenant pursuant to which the Wyeth Paintings shall remain in the Building after of no further force or effect as of the Closing. (At the Closing, Purchaser acknowledges shall pay to Seller $7,670 as a lump sum as consideration for any costs associated with relocating Seller at the Property pursuant to the ASIC Lease. Purchaser and agrees that Seller shall retain ownership execute the ASIC Lease as of the Wyeth Paintings and that Seller shall have the right, as set forth in such license agreement, upon ninety (90) days notice, to remove the Wyeth Paintings from the Physical Property and Purchaser shall cooperate with Seller in connection with any such removal)date of Closing. The rights of Seller under this subdivision (l), including the right to remove the Wyeth Paintings with the cooperation of Purchaser, shall survive the Closing and the transfer of the Property to Purchaser; and
(m) Seller has claimed federal rehabilitation tax credits for the Tower for a rehabilitation project that ended on March 31, 2003, and all of such credits are personal to Seller and are not being transferred to Purchaser.ARTICLE III REVIEW OF PROPERTY 3.1
Appears in 1 contract
Sources: Purchase and Sale Agreement
Permitted Exceptions. The Property shall be conveyed subject to As used in this Agreement, the following matters, which are hereinafter referred to as the term "Permitted Exceptions":
" shall mean (a) all liens, encumbrances, easements, covenants, conditions and restrictions, including any matters shown on any subdivision or parcel map affecting the Property which are set forth disclosed in the Title Commitment Documents and not set forth in the Gap Notice or if set forth in the Gap Notice, (x) are those which Seller has elected not to remove or cure, or has been unable to remove or cure, and (y) subject to which Purchaser has elected CBL/OP does not raise a Title Objection prior to accept the conveyance of the Property;
(b) those matters that either are not objected to in writing within the time periods provided in Section 2.2 hereofTitle Objection Deadline, or if objected to in writing by Purchaseror, are those which Seller has elected not to remove or curehaving objected, or has been unable to remove or cure, and subject to which Purchaser has elected CBL/OP waives or is deemed to have elected waived in accordance with the provisions of Section 4.3.2 above; (b) any new title exceptions first raised by the Title Company in any modification, update, recertification or amendment to accept the conveyance Title Commitment issued after the Effective Date and to which CBL/OP does not raise an Additional Title Objection within the prescribed time, or, having objected, CBL/OP waives or is deemed to have waived in accordance with the provisions of the Property;
Section 4.3.3 above; (c) any liens or encumbrances relating to the rights of tenants under the Leases;
Closing Date Debt; (d) the lien of all ad valorem real estate taxes and assessments not yet due and payable as of the date of Closing, subject to adjustment as herein provided;
Ground Lease; (e) localall existing Tenant Leases, state all new Tenant Leases and federal lawsamendments, ordinances modifications, supplements and extension to any of the foregoing which are entered into following the Effective Date and are permitted pursuant to this Agreement, and the rights of Tenants in possession thereunder, as tenants only; (f) the Operating Agreement; (g) any financing statements, chattel mortgages or governmental regulationsother liens and encumbrances relating to financing obtained by Tenants and encumbering only the property of Tenants; (h) any Survey Exceptions unless objected to by CBL/OP in accordance with Section 4.3.2 above; (i) non-delinquent Real Estate Taxes (including liens for community facilities districts, including but not limited tobusiness improvement districts or local improvement districts) for the fiscal year in which the Closing occurs; (j) all zoning restrictions, regulations and requirements, all building codes and zoning all other applicable laws, ordinances and regulations, now or hereafter in effect relating to governmental regulations affecting the Property;
(f) items shown on the Survey;
(g) the Declaration and the By-Laws of the Condominium;
(h) those certain revocable consent agreements granted by the City of New York related to the bridge and tunnel connecting the Physical Property with a building on that certain property known as Eleven Madison Avenue, New York, New York, which revocable consent agreement was executed by Seller on September 19, 1995 (bridge), and was executed by Seller on June 18, 2001 (tunnel) (the "Revocable Consents");
(i) The existing designation of the Tower as a New York City Landmark by the New York City Landmarks Preservation Commission; the existing listing of the Tower in the National Register of Historic Places and as a National Historic Landmark by the National Park Service, Department of the Interior; and the existing listing of the Tower in the New York State Register of Historic Places by the New York State Historic Preservation Officer, Office of Parks, Recreation, and Historic Preservation; and all legal requirements of any public authorities in connection with such designations and listings.
(j) the occupancy of the South Building pursuant to a temporary certificate of occupancy, as the tenant under the Net Lease (the "Tenant") is obligated to obtain a permanent certificate of occupancy for such building;
(k) all matters which would directly or indirectly caused by CBL/OP or arising through CBL/OP. Notwithstanding anything to the contrary contained in this Agreement, liens and encumbrances for the payment of any non-delinquent community facilities district taxes, business improvement district charges and/or any local improvement district levies and special assessments shall not be revealed or disclosed by a physical inspection discharged at Closing and shall not be an objection to title (subject to the proration of the Physical Property on the Effective Date;
(l) the license agreement between Seller and Tenant pursuant to which the Wyeth Paintings shall remain current installments thereof as provided in the Building after the Closing. (Purchaser acknowledges and agrees that Seller shall retain ownership of the Wyeth Paintings and that Seller shall have the right, as set forth in such license agreement, upon ninety (90) days notice, to remove the Wyeth Paintings from the Physical Property and Purchaser shall cooperate with Seller in connection with any such removalSection 6.2 below). The rights of Seller under this subdivision (l), including the right to remove the Wyeth Paintings with the cooperation of Purchaser, shall survive the Closing and the transfer of the Property to Purchaser; and
(m) Seller has claimed federal rehabilitation tax credits for the Tower for a rehabilitation project that ended on March 31, 2003, and all of such credits are personal to Seller and are not being transferred to Purchaser.
Appears in 1 contract
Sources: Contribution Agreement (CBL & Associates Properties Inc)
Permitted Exceptions. The Property If Purchaser is not satisfied, in its sole and absolute discretion, with the condition of title, then Purchaser may notify Seller of any of the Title Evidence (each, an “Objection” and, collectively, “Objections”), which Objections must be in writing and must be delivered to Seller on or prior to the date that is two (5) days prior to the Closing Date. Seller will thereafter, at its election, have the right (but not the obligation) to use commercially reasonable efforts to cause any or all such Objections to be cured on or before Closing (provided that with respect to Existing Liens (as defined below) Seller shall be conveyed subject obligated to the following matterstake all efforts necessary to cause Existing Liens to be cured). If, which are hereinafter referred Seller elects to as the "Permitted Exceptions":
(a) use commercially reasonable efforts to cause any or all lienssuch Objections to be cured, encumbrancesand after using commercially reasonable efforts to do so, easements, covenants, conditions and restrictions, including any matters shown on any subdivision or parcel map affecting the Property which are set forth in the Title Commitment and not set forth in the Gap Notice or if set forth in the Gap Notice, (x) are those which Seller has elected not to remove or cure, or has been is unable to remove cure one or curemore Objections (other than Existing Liens), and Seller shall provide written notice (yan “Inability to Cure Notice”) subject to which Purchaser has elected to accept the conveyance no later than two (2) days after receipt of the Property;
Objections (b) those matters that either are the “Response Deadline”). If Seller does not objected timely provide an Inability to in writing within the time periods provided in Section 2.2 hereof, or if objected Cure Notice to in writing by Purchaser, are those which Seller has elected not to remove or cure, or has been unable to remove or cure, and subject to which Purchaser has elected or is shall be deemed to have elected to accept not cure any Objections. If Seller delivers an Inability to Cure Notice to Purchaser or does not timely deliver an Inability to Cure Notice, Purchaser may elect, in its sole and absolute discretion, to (a) terminate this Agreement by providing written notice thereof to Seller on or before the conveyance of the Property;
date occurring two (c2) days after (1) the rights receipt of tenants under the Leases;
an Inability to Cure Notice or (d2) the lien of all ad valorem real estate taxes and assessments Response Deadline, if Seller does not yet due and payable as of the date of Closingtimely deliver an Inability to Cure Notice, or (b) accept title subject to adjustment any Objections for which Seller is unable to cure as herein provided;
(e) localidentified in an Inability to Cure Notice, state and federal laws, ordinances or governmental regulations, including but not limited to, building and zoning laws, ordinances and regulations, now or hereafter in effect relating to the Property;
(f) items shown on the Survey;
(g) the Declaration and the By-Laws of the Condominium;
(h) those certain revocable consent agreements granted by the City of New York related to the bridge and tunnel connecting the Physical Property with a building on that certain property known as Eleven Madison Avenue, New York, New York, which revocable consent agreement was executed by Seller on September 19, 1995 (bridge), and was executed by Seller on June 18, 2001 (tunnel) (the "Revocable Consents");
(i) The existing designation of the Tower as a New York City Landmark by the New York City Landmarks Preservation Commission; the existing listing of the Tower in the National Register of Historic Places and as a National Historic Landmark by the National Park Service, Department of the Interior; and the existing listing of the Tower in the New York State Register of Historic Places by the New York State Historic Preservation Officer, Office of Parks, Recreation, and Historic Preservation; and all legal requirements of other than any public authorities in connection with such designations and listings.
(j) the occupancy of the South Building pursuant to a temporary certificate of occupancy, as the tenant under the Net Lease (the "Tenant") is obligated to obtain a permanent certificate of occupancy for such building;
(k) all matters which would be revealed or disclosed by a physical inspection of the Physical Property on the Effective Date;
(l) the license agreement between Seller and Tenant pursuant to which the Wyeth Paintings shall remain in the Building after the Closing. (Purchaser acknowledges and agrees that Seller shall retain ownership of the Wyeth Paintings and that Seller shall have the right, as set forth in such license agreement, upon ninety (90) days notice, to remove the Wyeth Paintings from the Physical Property and Purchaser shall cooperate with Seller in connection with any such removal). The rights of Seller under this subdivision (l), including the right to remove the Wyeth Paintings with the cooperation of Purchaser, shall survive the Closing and the transfer of the Property to Purchaser; and
(m) Seller has claimed federal rehabilitation tax credits for the Tower for a rehabilitation project that ended on March 31, 2003, and all of such credits are personal to Seller and are not being transferred to Purchaser.Existing
Appears in 1 contract
Sources: Purchase and Sale Agreement (Federal Signal Corp /De/)
Permitted Exceptions. The Property shall be conveyed subject to the following matters, which are hereinafter herein referred to as the "Permitted Exceptions":
(a) each and all liens, encumbrances, easements, covenants, conditions and restrictions, including any of the Existing Title And Survey Matters not listed on Exhibit R attached hereto;
(b) matters shown on any subdivision or parcel map affecting the Property which that either are set forth in the Title Commitment and not set forth in the Gap Notice or if set forth in the Gap Notice, (x) are not objected to in writing within the time periods provided in Sections 2.2, or (y) if objected to in writing by Purchaser, those which Seller has elected not to remove or cure, or has been unable to remove or cure, and, with respect to the matters described in clause (x) and clause (y) subject to which Purchaser has elected to accept the conveyance above are matters in respect of the Property;
(b) those matters that either are not objected to in writing within the time periods provided in Section 2.2 hereof, or if objected to in writing by Purchaser, are those which Seller has elected is not to remove or cure, or has been unable otherwise obligated to remove or cure, and subject to which Purchaser has elected or is deemed to have elected to accept the conveyance of the Property;; 10
(c) the rights of tenants under the Leases, as tenants only, provided that Seller shall not be obligated to give any representations to the Title Company as to the rights of tenants;
(d) the lien of all ad valorem real estate taxes and assessments not yet due and payable as of the date of Closing, subject to adjustment as herein provided;
(e) local, state and federal laws, ordinances or governmental regulations, including but not limited to, building and zoning laws, ordinances and regulations, now or hereafter in effect relating to the Property;; and
(f) items shown on the Survey;
(g) the Declaration and the By-Laws of the Condominium;
(h) those certain revocable consent agreements granted by the City of New York related any governmental violations arising prior to the bridge and tunnel connecting Purchaser Execution Date with respect to the Physical Property with a building on that certain property known as Eleven Madison Avenue, New York, New York, of which revocable consent agreement was executed by Seller on September 19, 1995 (bridge), and was executed by Seller on June 18, 2001 (tunnel) (the "Revocable Consents");
(i) The existing designation of the Tower as a New York City Landmark by the New York City Landmarks Preservation Commission; the existing listing of the Tower in the National Register of Historic Places and as a National Historic Landmark by the National Park Service, Department of the Interior; and the existing listing of the Tower in the New York State Register of Historic Places by the New York State Historic Preservation Officer, Office of Parks, Recreation, and Historic Preservation; and all legal requirements of any public authorities in connection with such designations and listings.
(j) the occupancy of the South Building pursuant to a temporary certificate of occupancy, as the tenant under the Net Lease (the "Tenant") is obligated to obtain a permanent certificate of occupancy for such building;
(k) all matters which would be revealed or disclosed by a physical inspection of the Physical Property on the Effective Date;
(l) the license agreement between Seller and Tenant pursuant to which the Wyeth Paintings shall remain in the Building after the Closing. (Purchaser acknowledges and agrees that Seller shall retain ownership of the Wyeth Paintings and that Seller shall have received written notice on or before the right, as set forth in such license agreement, upon ninety Purchaser Execution Date and any governmental violations arising on or after the Purchaser Execution Date with respect to the Property (90) days notice, subject to remove the Wyeth Paintings from the Physical Property and Purchaser shall cooperate with Seller in connection with any such removal). The rights of Seller under this subdivision (l), including the right of Purchaser to remove terminate this Agreement under the Wyeth Paintings with terms of Section 2.1 hereof if the cooperation cost of Purchaser, shall survive curing any governmental violations arising after the Closing and Purchaser Execution Date will exceed in the transfer of the Property to Purchaser; and
aggregate Fifty Thousand Dollars (m) Seller has claimed federal rehabilitation tax credits for the Tower for a rehabilitation project that ended on March 31, 2003, and all of such credits are personal to Seller and are not being transferred to Purchaser.$50,000.00));
Appears in 1 contract
Permitted Exceptions. The Each Deed delivered with respect to each of the Facilities and the related Property pursuant to this Agreement shall convey good and marketable fee simple title to the applicable Real Property, subject only to the following, all of which shall be conveyed deemed “Permitted Exceptions” with respect to such Facility and such related Property:
4.3.1 All matters shown in the Title Commitments and Title Documents and the Existing Surveys (including in any Title Updates, subject to the following mattersterms of Section 4.5), which are hereinafter referred to as other than the "Permitted Exceptions"following:
(a) all judgment liens, encumbrances, easements, covenants, conditions and restrictions, including any matters shown on any subdivision or parcel map affecting the Property which are set forth in the Title Commitment and not set forth in the Gap Notice or if set forth in the Gap Notice, tax liens (x) are those which Seller has elected not to remove or cure, or has been unable to remove or cure, and (y) subject to which Purchaser has elected to accept the conveyance of the Property;
(b) those matters that either are not objected to in writing within the time periods provided in Section 2.2 hereof, or if objected to in writing by Purchaser, are those which Seller has elected not to remove or cure, or has been unable to remove or cure, and subject to which Purchaser has elected or is deemed to have elected to accept the conveyance of the Property;
(c) the rights of tenants under the Leases;
(d) except for the lien of all ad valorem real estate taxes and assessments for the current year not yet due and payable as of the date of ClosingClosing Date, which shall be a Permitted Exception, subject to adjustment apportionment as herein providedprovided elsewhere in this Agreement), broker’s liens, any mechanic’s, materialmen’s or similar liens, or any other liens which can be removed by the payment of a fixed and ascertainable sum of money, in each case to the extent not caused by Purchaser or Purchaser’s Consultants (each, a “Monetary Lien”),
(b) the standard exception regarding the rights of parties in possession, except to the extent limited to those parties in possession pursuant to the Resident Agreements and the Commercial Leases existing as of the Closing Date, and
(c) the standard exception pertaining to taxes and assessments, except to the extent limited to taxes and assessments for the current year not yet due and payable as of the Closing Date.
4.3.2 All Resident Agreements; and all Commercial Leases existing as of the Closing Date that Purchaser elects in writing to assume;
(e) local4.3.3 Applicable zoning and governmental regulations and ordinances; and
4.3.4 Any matters, state and federal laws, ordinances defects in or governmental regulations, including but not limited to, building and zoning laws, ordinances and regulations, now or hereafter in effect relating objections to title to the Property;
(f) items shown , or title exceptions or encumbrances, arising by, through, under, on the Survey;
(g) the Declaration and the By-Laws behalf of the Condominium;
(h) those certain revocable consent agreements granted by the City of New York related or due to the bridge and tunnel connecting the Physical Property with a building on that certain property known as Eleven Madison Avenue, New York, New York, which revocable consent agreement was executed by Seller on September 19, 1995 (bridge), and was executed by Seller on June 18, 2001 (tunnel) (the "Revocable Consents");
(i) The existing designation of the Tower as a New York City Landmark by the New York City Landmarks Preservation Commission; the existing listing of the Tower in the National Register of Historic Places and as a National Historic Landmark by the National Park Service, Department of the Interior; and the existing listing of the Tower in the New York State Register of Historic Places by the New York State Historic Preservation Officer, Office of Parks, Recreation, and Historic Preservation; and all legal requirements of any public authorities in connection with such designations and listings.
(j) the occupancy of the South Building pursuant to a temporary certificate of occupancy, as the tenant under the Net Lease (the "Tenant") is obligated to obtain a permanent certificate of occupancy for such building;
(k) all matters which would be revealed or disclosed by a physical inspection of the Physical Property on the Effective Date;
(l) the license agreement between Seller and Tenant pursuant to which the Wyeth Paintings shall remain in the Building after the Closing. (Purchaser acknowledges and agrees that Seller shall retain ownership of the Wyeth Paintings and that Seller shall have the right, as set forth in such license agreement, upon ninety (90) days notice, to remove the Wyeth Paintings from the Physical Property and Purchaser shall cooperate with Seller in connection with any such removal). The rights of Seller under this subdivision (l), including the right to remove the Wyeth Paintings with the cooperation fault of Purchaser, its Affiliates or Purchaser’s Consultants. Seller and Existing Operator shall survive the Closing transfer and the transfer of the Property to Purchaser; and
(m) Seller has claimed federal rehabilitation tax credits for the Tower for a rehabilitation project that ended on March 31, 2003, and convey all of such credits are personal their respective interests in and to Seller the Operating Assets owned by each of them to or as directed by Purchaser, free and are not being transferred to Purchaserclear of all liens, encumbrances and adverse claims.
Appears in 1 contract
Sources: Purchase and Sale Agreement (Griffin-American Healthcare REIT IV, Inc.)
Permitted Exceptions. The Property shall be conveyed subject to As used herein, the following matters, which are hereinafter referred to as term Permitted Exceptions means the "Permitted Exceptions"following:
(ai) any liens and encumbrances caused by Purchaser, inclusive of any liens and encumbrances placed on the Property in connection with any financing obtained by Purchaser or any work performed by Purchaser's Agents;
(ii) the Title Company's standard pre-printed exceptions;
(iii) all liens, encumbrances, easements, covenants, conditions and restrictions, including any Applicable Laws (hereinafter defined);
(iv) all matters shown in Schedule B to the Title Commitment;
(v) all matters shown on any subdivision or parcel map affecting the Property which are set forth in the Title Commitment and not set forth in the Gap Notice or if set forth in the Gap Notice, (x) are those which Seller has elected not to remove or cure, or has been unable to remove or cure, and (y) subject to which Purchaser has elected to accept the conveyance of the Property;
(b) those matters that either are not objected to in writing within the time periods provided in Section 2.2 hereof, or if objected to in writing disclosed by Purchaser, are those which Seller has elected not to remove or cure, or has been unable to remove or cure, and subject to which Purchaser has elected or is deemed to have elected to accept the conveyance of the Property;
(c) the rights of tenants under the Leases;
(d) the lien of all ad valorem real estate taxes and assessments not yet due and payable as of the date of Closing, subject to adjustment as herein provided;
(e) local, state and federal laws, ordinances or governmental regulations, including but not limited to, building and zoning laws, ordinances and regulations, now or hereafter in effect relating to the Property;
(f) items shown on the Survey;
(gvi) the Declaration and the By-Laws of the Condominium;
Easement Agreement (h) those certain revocable consent agreements granted by the City of New York related to the bridge and tunnel connecting the Physical Property with a building on that certain property known as Eleven Madison Avenue, New York, New York, which revocable consent agreement was executed by Seller on September 19, 1995 (bridge), and was executed by Seller on June 18, 2001 (tunnel) (the "Revocable Consents"hereinafter defined);
(ivii) The existing designation deed restrictions (the RESTRICTIONS) to be imposed by the current owner of the Tower Seller's Land containing substantially similar terms as a New York City Landmark those set forth on Exhibit "C" attached hereto and incorporated herein by the New York City Landmarks Preservation Commission; the existing listing of the Tower in the National Register of Historic Places reference including, without limitation, all easements, licenses, assessment and as a National Historic Landmark by the National Park Servicelien and other enforcement rights granted, Department of the Interior; and the existing listing of the Tower in the New York State Register of Historic Places by the New York State Historic Preservation Officer, Office of Parks, Recreationreserved or provided for therein, and Historic Preservation; all restrictions, obligations and all legal requirements of any public authorities in connection with such designations and listings.
(j) the occupancy of the South Building pursuant to a temporary certificate of occupancy, as the tenant under the Net Lease (the "Tenant") is obligated to obtain a permanent certificate of occupancy for such buildingobligations set forth therein;
(kviii) all matters a Memorandum of Right of First Refusal and Option Agreement, the form of which would be revealed is attached hereto as Exhibit "K" and incorporated herein by reference, pertaining to certain rights of Seller to acquire other property in Freeport North. Seller represents and warrants that such Memorandum will not affect the development or disclosed by a physical inspection use of the Physical Property on the Effective DateLand;
(lix) the license agreement between Seller and Tenant pursuant any reservation of rights or rights of repurchase to which the Wyeth Paintings shall remain be included in the Building after special warranty deed from the Closing. (Purchaser acknowledges and agrees that Seller shall retain ownership seller of the Wyeth Paintings Seller's Land to Seller, such to be in substantially the form of that attached hereto as Exhibit "L" and that Seller shall have incorporated herein by reference;
(x) any matters shown on the right, as set forth in such license agreement, upon ninety (90) days notice, to remove the Wyeth Paintings from the Physical Property and Purchaser shall cooperate with Seller in connection with any such removal). The rights of Seller under this subdivision (l), including the right to remove the Wyeth Paintings with the cooperation of Purchaser, shall survive the Closing and the transfer plat of the property recorded at Volume 84203, Page 1835, et seq., of the Official Public Records of Real Property to Purchaserin Dallas County, Texas; and
(mxi) Seller has claimed federal rehabilitation tax credits for the Tower for a rehabilitation project that ended on March 31, 2003, and all of such credits are personal to other matter as Seller and are not being transferred Purchaser may agree. With respect to Purchaser.the Restrictions, Seller represents, warrants and covenants to Purchaser that Seller will comply with all requirements set forth in the Restrictions pertaining to the development of the Land and the construction of the Improvements and that at Closing there will be no violation of the
Appears in 1 contract
Sources: Earnest Money Contract and Design/Build Agreement (Craftmade International Inc)
Permitted Exceptions. 3.1. The Property Shopping Center shall be conveyed sold, and title thereto conveyed, subject to: (i) [intentionally deleted]; (ii) the leases and occupancy agreements described on EXHIBIT "D" attached hereto and made a part hereof (as amended, modified, renewed or extended as of the date hereof, the "EXISTING LEASES"), all amendments, modifications, renewals and extensions of the Existing Leases approved in writing (or deemed approved) by Purchaser in accordance with the provisions of SECTION 18 of this Agreement (collectively, the "APPROVED LEASE AMENDMENTS"), and all other leases and occupancy agreements approved in writing (or deemed approved) by Purchaser in accordance with the provisions of SECTION 18 of this Agreement (collectively, the "APPROVED NEW LEASES"; together with the Existing Leases and the Approved Lease Amendments, the "LEASES"), (iii) all Violations (as hereinafter defined), (iv) to the following mattersextent assignable, which Seller's right, title and interest in and to the service contracts described on EXHIBIT "E" attached hereto and made a part hereof (as amended, modified, renewed or extended as of the date hereof, the "EXISTING SERVICE CONTRACTS"), all amendments, modifications, renewals and extensions of the Existing Service Contracts approved in writing (or deemed approved) by Purchaser in accordance with the provisions of SECTION 18 of this Agreement (collectively, the "APPROVED SERVICE CONTRACT AMENDMENTS"), and all other service contracts approved in writing (or deemed approved) by Purchaser in accordance with the provisions of SECTION 18 of this Agreement (collectively, the "APPROVED NEW SERVICE CONTRACTS"; together with the Existing Service Contracts and the Approved Service Contract Amendments, the "SERVICE CONTRACTS"), it being acknowledged that if any Service Contract is not assignable by its terms and a consent to the assignment thereof is not obtained by the Closing Date, then the transaction shall nevertheless proceed to Closing and Seller shall terminate such Service Contract at Closing at Seller's expense, it being agreed that the failure to obtain any such consent to assignment shall not constitute a default by any party hereunder, constitute a failure of condition precedent in favor of any party or grant any party hereunder any right or remedy, and (v) the Permitted Title Exceptions and the Permitted Survey Conditions (as such terms are hereinafter defined) (the Leases, the Violations, the Service Contracts, the Permitted Title Exceptions and the Permitted Survey Conditions being hereinafter collectively referred to as the "Permitted Exceptions":
(a) all liens, encumbrances, easements, covenants, conditions and restrictions, including any matters shown on any subdivision or parcel map affecting the Property which are set forth in the Title Commitment and not set forth in the Gap Notice or if set forth in the Gap Notice, (x) are those which Seller has elected not to remove or cure, or has been unable to remove or cure, and (y) subject to which Purchaser has elected to accept the conveyance of the Property;
(b) those matters that either are not objected to in writing within the time periods provided in Section 2.2 hereof, or if objected to in writing by Purchaser, are those which Seller has elected not to remove or cure, or has been unable to remove or cure, and subject to which Purchaser has elected or is deemed to have elected to accept the conveyance of the Property;
(c) the rights of tenants under the Leases;
(d) the lien of all ad valorem real estate taxes and assessments not yet due and payable as of the date of Closing, subject to adjustment as herein provided;
(e) local, state and federal laws, ordinances or governmental regulations, including but not limited to, building and zoning laws, ordinances and regulations, now or hereafter in effect relating to the Property;
(f) items shown on the Survey;
(g) the Declaration and the By-Laws of the Condominium;
(h) those certain revocable consent agreements granted by the City of New York related to the bridge and tunnel connecting the Physical Property with a building on that certain property known as Eleven Madison Avenue, New York, New York, which revocable consent agreement was executed by Seller on September 19, 1995 (bridge), and was executed by Seller on June 18, 2001 (tunnel) (the "Revocable ConsentsPERMITTED EXCEPTIONS");
(i) The existing designation of the Tower as a New York City Landmark by the New York City Landmarks Preservation Commission; the existing listing of the Tower in the National Register of Historic Places and as a National Historic Landmark by the National Park Service, Department of the Interior; and the existing listing of the Tower in the New York State Register of Historic Places by the New York State Historic Preservation Officer, Office of Parks, Recreation, and Historic Preservation; and all legal requirements of any public authorities in connection with such designations and listings.
(j) the occupancy of the South Building pursuant to a temporary certificate of occupancy, as the tenant under the Net Lease (the "Tenant") is obligated to obtain a permanent certificate of occupancy for such building;
(k) all matters which would be revealed or disclosed by a physical inspection of the Physical Property on the Effective Date;
(l) the license agreement between Seller and Tenant pursuant to which the Wyeth Paintings shall remain in the Building after the Closing3.2. (Purchaser acknowledges and agrees that Seller shall retain ownership of the Wyeth Paintings and that Seller shall have the right, as set forth in such license agreement, upon ninety (90) days notice, to remove the Wyeth Paintings from the Physical Property give and Purchaser shall cooperate with Seller accept such fee simple title to the Shopping Center as the Title Company (as hereinafter defined) shall approve and insure as provided in connection with any such removal). The rights of Seller under this subdivision (l)SECTION 8 hereof, including without material exceptions other than the right to remove the Wyeth Paintings with the cooperation of Purchaser, shall survive the Closing Permitted Exceptions and the transfer of the Property to Purchaser; and
(m) Seller has claimed federal rehabilitation tax credits for the Tower for a rehabilitation project that ended on March 31, 2003, and all of such credits are personal to Seller and are not being transferred to Purchaserstandard preprinted exceptions.
Appears in 1 contract
Sources: Sale Purchase Agreement (Inland Western Retail Real Estate Trust Inc)