Responsibility for Violations Sample Clauses

Responsibility for Violations. All notices of material violations of laws, ordinances, regulations or insurance requirements ("Violations of Law"), which are issued or sent prior to the Closing Date by any governmental department, agency or bureau having jurisdiction as to conditions affecting the Property shall, to the extent reasonably practical be removed or complied with by the Transferor Partnership, at the expense of the Transferor Partnership, but in any event not to exceed $25,000.00, prior to the Closing Date; provided, however, that if Transferor Partnership is unable or unwilling, if the cost exceeds $25,000.00, to remove such Violations of Law or comply with such notices by the Closing Date, the BRI Partnership shall have the option to (i) terminate this Agreement, whereupon all obligations of all parties hereto shall cease and this Agreement shall be void and without recourse to the parties hereto, except for provisions which are expressly stated to survive such termination, or (ii) proceed with the transaction contemplated hereby in which event there shall be a reduction in the Consideration Amount in an amount necessary to enable the BRI Partnership to remove such Violations of Law, provided such reduction shall not in any event exceed $25,000.00, and the obligations of the Transferor Partnership with respect to such violations shall cease.

Responsibility for Violations. 7.01. Except as provided in §7.02 and §7.03, all notes or notices of violations of law or governmental ordinances, orders or requirements which were noted or issued prior to the date of this contract by any governmental department, agency or bureau having jurisdiction as to conditions affecting the Premises and all liens which have attached to the Premises prior to the Closing pursuant to the Administrative Code of the City of New York, if applicable, shall be removed or complied with by Seller. If such removal or compliance has not been completed prior to the Closing, Seller shall pay to Purchaser at the Closing the reasonably estimated unpaid cost to effect or complete such removal or compliance, and Purchaser shall be required to accept title to the Premises subject thereto, except that Purchaser shall not be required to accept such title and may terminate this contract as provided in §13.02 if (a) Purchaser's Institutional Lender reasonably refuses to provide financing by reason thereof or (b) the Building is a multiple dwelling and either (i) such violation is rent impairing and causes rent to be unrecoverable under Section 302-a of the Multiple Dwelling Law or (ii) a proceeding has been validly commenced by tenants and is pending with respect to such violation for a judgment directing deposit and use of rents under Article 7-A of the Real Property Actions and Proceedings Law. All such notes or notices of violations noted or issued on or after the date of this contract shall be the sole responsibility of Purchaser.

Responsibility for Violations to remove or fully comply with the following violations shall not be an objection to title: (a) any violations of New York City Local Law 5 of 1973, as amended (relating to fire safety in office buildings), if applicable, or (b) any violations which a tenant is required to remove or comply with pursuant to the terms of its lease by reason of such tenant's use or occupancy. Purchaser shall accept the Premises subject to all such violations without any liability of Seller with respect thereto or any abatement of or credit against the Purchase Price, except that if Purchaser's Institutional Lender reasonably refuses to provide financing by reason of the violations described in (b) above, Purchaser shall not be required to accept the Premises subject thereto and Purchaser shall have the right to terminate this contract in the manner provided in §13.02.

Responsibility for Violations. All notes or notices of violations of law or governmental ordinances, orders or requirements which are noted or issued prior to the date of this Agreement by any governmental department, agency or bureau having jurisdiction as to conditions affecting (a) the Real Property and (b) the Leased Branch if such violations are caused by Seller and are not the responsibility of the landlord under the Lease ("Violations"), and all liens which have attached to the Real Property and the Leased Branch on or prior to the date of this Agreement pursuant to any such law, ordinance, order or requirement, if applicable, shall be removed or complied with by Seller, provided, that Seller shall not be obligated to incur any expense in excess of $500,000 in the aggregate to cure such Violations. If such removal or compliance has not been completed prior to the Closing, Purchaser may elect to terminate the Agreement and the parties shall thereupon be relieved of all further obligations and liabilities other than arising under Section 10. 1. If Purchaser elects not to accept an assignment of the Lease as a result of Seller's failure to comply with the foregoing with respect to the Leased Branch, the Assets and Liabilities related to the Leased Branch, nevertheless, shall be transferred in accordance with the terms of this Agreement, except that there would be no obligation of Purchaser to assume the Lease or any improvements related to the Leased Branch. Seller shall, upon the written request of Purchaser, promptly furnish to Purchaser written authorizations to make any necessary searches for the purposes of determining whether notes or notices of violations have been noted or issued with respect to the Real Property and the Leased Branch or liens have attached thereto.

Responsibility for Violations. All notices of material violations of laws, ordinances, regulations or insurance requirements ("Violations of Law"), which are issued or sent prior to the Closing Date by any governmental department, agency or bureau having jurisdiction as to conditions affecting the Property shall be removed or complied with by the Transferor Company, at the expense of the Transferor Company, prior to the Closing Date. SECTION 9 --------- OBLIGATIONS PRIOR TO CLOSING ---------------------------- The Transferor Company covenants that between the date of this Agreement and the Closing Date:

Responsibility for Violations. All notices of violations of laws, ordinances, or regulations ("Violations of Law"), which are received prior to the Closing from any governmental department, agency or bureau having jurisdiction as to conditions affecting the Property shall be remedied or complied with by Seller. If any such violations are subject to challenge or objection by Seller or are the obligation of any tenant under the terms of such tenant's lease, Buyer shall cooperate with Seller to defend such challenge and/or require tenant to cure the violation. Seller shall indemnify Buyer for the reasonable third party costs of such challenge incurred by Buyer, including reasonable attorney's fees. This obligation shall survive Closing on the part of both parties.

Responsibility for Violations. 7.01. Except as provided in §7.02 and §7.03, all notes or notices of violations of law or governmental ordinances, orders or requirements which were noted or issued prior to the Closing Date by any governmental department, agency or bureau having jurisdiction as to conditions affecting the Premises and all liens which have attached to the Premises prior to the Closing pursuant to the Administrative Code of the City of New York, if applicable, shall be removed or complied with by Seller. If such removal or compliance has not been completed prior to the Closing, Seller shall pay to Purchaser at the Closing the reasonably estimated unpaid cost to effect or complete such removal or compliance, and Purchaser shall be required to accept title to the Premises subject thereto, except that Purchaser shall not be required to accept such title and may terminate this contract as provided in §13.02 if (a) Purchaser’s Institutional Lender reasonably refuses to provide financing by reason thereof or (b) the Building can be classified as a multiple dwelling and such violation will be rent impairing and cause rent to be unrecoverable under Section 302-a of the Multiple Dwelling Law.

Responsibility for Violations. 6.1 Purchaser shall acquire the Premises subject to all notes or notices of violations of law or municipal ordinances, orders or requirements noted in or issued by any governmental authority having jurisdiction thereof against or affecting the Premises (the "Violations") except that Seller shall pay at or before the Closing, any and all monetary liens, fines, fees, penalties, and interest imposed with respect to such Violations through the Closing Date ("Administrative Charges"). 6.2 Notwithstanding the foregoing or anything to the contrary contained herein, Seller shall not be responsible for paying any Administrative Charges, if the same shall be the responsibility of a Tenant pursuant to the terms and conditions of the Leases and if the applicable Tenant shall not then be in monetary default under its Lease as of the Closing Date ("Tenant Violations"). Purchaser shall accept title to the Premises subject to any and all Tenant Violations, without abatement of the Purchase Price by reason thereof.

Responsibility for Violations. 6.1 Purchaser shall acquire the Property subject to all Violations except that Seller shall pay at or before the Closing, any and all fines, fees, penalties, interests and/or charges imposed with respect thereto through the Closing Date.

Responsibility for Violations. Institutional Lender reasonably refuses to provide financing by reason of the violations described in (b) above, Purchaser shall not be required to accept the Premises subject thereto and Purchaser shall have the right to terminate this contract in the manner provided in §13.02.