Common use of STATUS OF THE TITLE Clause in Contracts

STATUS OF THE TITLE. (a) Subject to the terms and provisions of this Agreement, Seller’s interest in the Premises shall be sold, assigned and conveyed by Seller to Purchaser, and Purchaser shall accept same, subject to the following (collectively, the “Permitted Encumbrances”): (i) those matters set forth on Schedule D annexed hereto; (ii) any state of facts disclosed by that certain survey of the Premises prepared by ▇▇▇▇▇▇▇▇ dated November 8, 2005 (the “Existing Survey”); (iii) Non-Objectionable Encumbrances (as hereinafter defined) and any liens, encumbrances or other title exceptions approved or waived by Purchaser as provided in Section 7; (iv) Property Taxes (as hereinafter defined) which are a lien but not yet due and payable (which Property Taxes shall be adjusted at Closing); (v) any installment not yet due and payable of assessments affecting the Premises or any portion thereof; (vi) any laws, rules, regulations, statutes, ordinances, orders, other legal requirements affecting the Premises, including, without limitation, those relating to zoning and land use; (vii) all violations of laws, rules, regulations, statutes, ordinances, orders or requirements, that are either (A) of record as of the Effective Date, or (B) first become of record after the Effective Date, but do not materially prevent or materially delay Purchaser from developing the Premises substantially in accordance with the Architectural Plans or materially increase the cost thereof; (viii) any utility company rights, easements and franchises for electricity, water, steam, gas, telephone or other service or the right to use and maintain poles, lines, wires, cables, pipes, boxes, and other fixtures and facilities in, over, under and upon the Premises of a de minimis nature and do not materially affect Purchaser’s intended development of the Property in accordance with the Architectural Plans; and (ix) rights and interests held by tenants under the Leases identified in the list of leases attached hereto as Schedule G (and the rights, if any, under any Leases entered into in accordance with Section 10(b) hereof prior to the Closing).

STATUS OF THE TITLE. (a) Subject to the terms and provisions of this Agreement, Seller’s 's interest in the Premises shall be sold, assigned and conveyed by Seller to Purchaser, and Purchaser shall accept same, subject only to the following (collectively, the “"Permitted Encumbrances”):"): ---------------------- (ia) those matters set forth on Schedule D annexed hereto; (ii) any the state of facts disclosed by that certain on the survey of the Premises prepared by ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ P.C. dated November 813, 2005 (1998 and any further state of facts a current survey of the “Existing Survey”)Premises or a personal inspection would disclose; (iiib) the standard printed exclusions from coverage contained in the ALTA form of owners title policy currently in use in New York, with the standard New York endorsement, together with the easements, conditions, restrictions, agreements, encumbrances and other matters as set forth on Schedule B annexed hereto; ---------- (c) Non-Objectionable Encumbrances (as hereinafter defined) ); and any liens, encumbrances or other title exceptions approved or waived by Purchaser as provided in Section 7;4; --------- (ivd) Property Taxes (as hereinafter defined) which are a lien but not yet due and payable (which Property Taxes shall be adjusted at Closing)payable, subject to proration in accordance with Section 5 --------- hereof; (v) any installment not yet due and payable of assessments affecting the Premises or any portion thereof; (vie) any laws, rules, regulations, statutes, ordinances, orders, orders or other legal requirements affecting the Premises, including, without limitation, those relating to zoning and land use; (viif) all violations of laws, rules, regulations, statutes, ordinances, orders or requirements, that are either (A) rights of record as of the Effective Date, or (B) first become of record after the Effective Date, but do not materially prevent or materially delay Purchaser from developing the Premises substantially in accordance with the Architectural Plans or materially increase the cost thereof; (viii) any utility company rights, and easements and franchises for electricity, water, steam, gas, telephone or other service or the right to use and maintain poles, lines, wires, cables, pipes, boxes, boxes and other fixtures and facilities in, over, under and upon the Premises; (g) any installment not yet due and payable of assessments imposed after the date hereof and affecting the Premises or any portion thereof, (h) all violations of laws, rules, regulations, statutes, ordinances, orders or requirements, now or hereafter issued or noted (including, without limitation, those attached hereto as Schedule I) (each a de minimis nature "Violation" and do not materially affect Purchaser’s intended development ---------- --------- collectively "Violations") other than those which are the responsibility of the Property ---------- tenant under the Hilfiger Lease to cure or which result from any act or failure to act by the tenant under the Hilfiger Lease (each a "Hilfiger Violation"); ------------------ provided, however, if a new violation (other than a Hilfiger Violation, comes of record between the date hereof and the Closing Date (a "New Seller Violation") -------------------- (it being agreed that any other violation is a "Permitted Encumbrance"), Seller --------------------- shall have the right but not the obligation to cure the same, but if Seller elects not to cure the same, Purchaser shall take title to the Premises subject to such New Seller Violation, in accordance which event, the Purchase Price shall be reduced by the amount necessary to remove same; provided that if the cost to cure or remove such New Seller Violation is in excess of $25,000 then Seller may elect to terminate this Agreement, in which event Seller shall deliver the Deposit to Purchaser, after which no party hereto shall have any rights or obligations hereunder except as expressly provided otherwise, provided that in such an event Purchaser may elect, at its option, to close without such New Seller Violation being cured and receive a $25,000 credit against the Purchase Price. Purchaser agrees that neither it nor any of its officers, directors, employees, agents or anyone acting through or at their direction shall contact the New York City Department of Buildings or any other New York City agency with respect to any violations without Seller's prior written consent which may be withheld in Seller's sole and absolute discretion, provided Purchaser may cause the Architectural PlansTitle Company to perform normal departmental searches with respect to violations on the Property. If Purchaser breaches its obligation to refrain from contacting the New York City Department of Buildings or any other New York City agency as aforesaid, all violations now or hereafter noted against or encumbering the Premises shall be deemed "Permitted Encumbrances"; and (ixi) the rights and interests held by tenants under the Leases identified in the list of leases attached hereto as Schedule G (and the rights, if any, under any Leases entered into in accordance with Section 10(b) hereof prior to the effect at Closing).

STATUS OF THE TITLE. (a) Subject to the terms and provisions of this Agreement, Seller’s interest in the Premises shall be sold, assigned and conveyed by Seller to Purchaser, and Purchaser shall accept same, subject to the following (collectively, the “Permitted Encumbrances”): (ia) those matters set forth on in Schedule D annexed heretoB-II of the Commitment attached hereto as Schedule D, which are not marked as “Omit”; (iib) (i) any state of facts disclosed by that certain survey of the Premises Land prepared by ▇.▇. ▇▇▇▇▇▇▇ and dated November 8October 25, 2005 1920, and most recently updated by visual examination on August 31, 2006 by ▇▇▇▇▇▇ ▇. Link (the “Existing Survey”), and (ii) any matters disclosed in any update to the Existing Survey or any future survey (for example, minor encroachments), that do not affect the use, operations, or marketability of the Property and are otherwise immaterial; (iiic) Non-Objectionable Encumbrances (as hereinafter defined) and any liens, encumbrances or other title exceptions approved or waived by Purchaser as provided in Section 7; (ivd) Property Taxes (as hereinafter defined) which are a lien but not yet due and payable (which Property Taxes shall be adjusted at Closing)payable; (v) any installment not yet due and payable of assessments affecting the Premises or any portion thereof; (vie) any laws, rules, regulations, statutes, ordinances, orders, orders or other legal requirements affecting the Premises, including, without limitation, those relating to zoning and land use; (viif) all violations of laws, rules, regulations, statutes, ordinances, orders or requirements, that are either requirements (A“Violations”) of record as of the Effective Date, now or (B) first become of record after the Effective Date, but do not materially prevent hereafter issued or materially delay Purchaser from developing the Premises substantially in accordance with the Architectural Plans or materially increase the cost thereofnoted; (viiig) any utility company rights, easements and franchises for electricity, water, steam, gas, telephone or other service or the right to use and maintain poles, lines, wires, cables, pipes, boxes, and other fixtures and facilities in, over, under and upon the Premises of a de minimis nature and do not materially affect Purchaser’s intended development either shown on the Existing Survey or consistent with the present use of the Property Premises; (h) any matters that are (x) required by the Franchise Agreement or (y) otherwise permitted or consented to by Purchaser in accordance with this Agreement; (i) the Architectural Plansrights of Franchisor under the Franchise Agreement; (j) the rights of tenants under the Leases; and (ixk) the rights of Hotel guests which occupy the Hotel or have a reservation for rooms, food and interests held by tenants under beverages, meetings and other customary Hotel uses relating to periods subsequent to the Leases identified Closing Date to the extent such rights were granted or such reservations were made in the list ordinary course of leases attached hereto as Schedule G (and the rights, if any, under any Leases entered into in accordance with Section 10(b) hereof prior to the Closing)business.

STATUS OF THE TITLE. (a) Subject to the terms and provisions of this Agreement, Seller’s interest in the Premises shall be sold, assigned and conveyed by Seller to Purchaser, and Purchaser shall accept same, subject to the following (collectively, the “Permitted Encumbrances”): (i) those matters set forth on Schedule D annexed hereto; (ii) any state of facts disclosed by that certain survey the Existing Survey and the Updated Survey; (ii) the Pedestrian Bridge Agreement (including Exception 15 in Schedule B-Part Two of the Premises prepared by ▇▇▇▇▇▇▇▇ dated November 8, 2005 (the “Existing Survey”Commitment); (iii) Nonthe Metra Declaration (including Exceptions 16 and 17 in Schedule B-Objectionable Encumbrances Part Two of the Commitment); (as hereinafter definediv) Exceptions 13 and any 14 in Schedule B-Part Two of the Commitment; (v) Any liens, encumbrances or other title exceptions or survey matters approved (or deemed approved) or waived by Purchaser as provided in Section 7; (ivvi) Property Taxes (as hereinafter defined) which are a lien but not yet due and payable (which Property Taxes shall be adjusted at Closingincluding Exceptions 1, 2 and 3 in Schedule B-Part Two of the Commitment); (vvii) any installment not yet due and payable of assessments affecting the Premises or any portion thereofthereof which are a lien but not yet due and payable; (viviii) any laws, rules, regulations, statutes, ordinances, orders, other legal requirements affecting the PremisesProperty, including, without limitation, those relating to zoning and land use; (vii) all violations of laws, rules, regulations, statutes, ordinances, orders or requirements, that are either (A) of record as of the Effective Date, or (B) first become of record after the Effective Date, but do not materially prevent or materially delay Purchaser from developing the Premises substantially in accordance with the Architectural Plans or materially increase the cost thereof; (viiiix) any utility company rights, easements and franchises for electricity, water, steam, gas, telephone or other service or the right to use and maintain poles, lines, wires, cables, pipes, boxes, and other fixtures and facilities in, over, under and upon the Premises of a de minimis nature and do not materially affect Purchaser’s intended development of to the Property extent disclosed on the Existing Survey and/or in accordance with the Architectural Plans; andCommitment; (ixx) rights and interests held by tenants under the Leases identified in effect at Closing without any right to purchase all or a portion of the list Property; and (xi) any matters or title exceptions arising by reason of leases attached hereto as Schedule G (acts or omissions of the Purchaser. Notwithstanding the foregoing, Seller’s and Purchaser’s agreements with respect to Monetary Liens are set forth in, and governed by, the rights, if any, under any Leases entered into in accordance with terms of Section 10(b7(a)(iii) hereof prior to the Closing)below.

STATUS OF THE TITLE. (a) PERMITTED ENCUMBRANCES. Subject to the terms and provisions of this Agreement, Seller’s 's interest in the Premises Property shall be sold, assigned and conveyed by Seller to Purchaser, and Purchaser shall accept same, subject only to the following (collectively, the “"Permitted Encumbrances”): (i) those matters set forth on Schedule D annexed hereto; (ii) any "): the state of facts disclosed by that certain on the survey of the Premises prepared by ▇▇▇▇ ▇. ▇▇▇▇▇▇ - ▇.▇. ▇▇▇▇▇▇▇, Inc. dated September 1, 1987, and last redated by visual examination on August 28, 2002, by ▇▇▇▇▇▇ dated November 8▇. Links.; the standard printed exclusions from coverage contained in the ALTA form of owners title policy currently in use in New York, 2005 (with the “Existing Survey”); (iiistandard New York endorsement, and the easements, conditions, restrictions, agreements and encumbrances as set forth on SCHEDULE 3.1(b) annexed hereto; Non-Objectionable Encumbrances (as hereinafter defined) and any liens, encumbrances or other title exceptions approved or waived by Purchaser as provided in Section 7; (iv) 4.1 Property Taxes (as hereinafter defined) which are a lien but not yet due and payable (which Property Taxes shall be adjusted at Closing); (v) any installment not yet due and payable of assessments affecting the Premises or any portion thereof; (vi) payable, subject to apportionment in accordance with Article VI hereof; any laws, rules, regulations, statutes, ordinances, orders, orders or other legal requirements affecting the PremisesProperty, including, without limitation, those relating to zoning and land use; (vii) all violations of laws, rules, regulations, statutes, ordinances, orders or requirements, that are either (A) of record as of the Effective Date, or (B) first become of record after the Effective Date, but do not materially prevent or materially delay Purchaser from developing the Premises substantially in accordance with the Architectural Plans or materially increase the cost thereof; (viii) ; any utility company rights, easements and franchises for electricity, water, steam, gas, telephone or other service or the right to use and maintain poles, lines, wires, cables, pipes, boxes, boxes and other fixtures and facilities in, over, under and upon the Premises Property, provided that, in the case of a de minimis nature and any of the foregoing items which shall not be of record, the same do not materially adversely affect Purchaser’s intended development the present use of the Property; any installment not yet due and payable of assessments imposed after the date hereof and affecting the Property in accordance with or any portion thereof; all violations of laws, rules, regulations, statutes, ordinances, orders or requirements, now or hereafter issued or noted; the Architectural PlansCondominium Agreement; and (ix) and the rights and interests held by tenants under the Leases identified in the list of leases attached hereto as Schedule G (and the rights, if any, under any Leases entered into in accordance with Section 10(b) hereof prior to the effect at Closing).