Common use of Sale of Premises and Acceptable Title Clause in Contracts

Sale of Premises and Acceptable Title. 1.01. Seller shall sell to Purchaser, and Purchaser shall purchase from Seller, at the price and upon the terms and conditions set forth in this contract: (a) the parcel of land more particularly described in Schedule A attached hereto, including all right, title and interest of Seller in and to appurtenant easements, strips and gores, air rights and rights-of-way (collectively, the “Land”); (b) all buildings and improvements (including any vaults, safe deposit boxes and teller facilities, subject, however, to the terms of the Atlantic Lease (as hereinafter defined)) situated on the Land (collectively, the “Building”); (c) all right, title and interest of Seller, if any, in and to the land lying in the bed of any street or highway in front of or adjoining the Land to the center line thereof and to any unpaid award for any taking by condemnation or any damage to the Land by reason of a change of grade of any street or highway; (d) the appurtenances and all the estate and rights of Seller in and to the Land and Building; and (e) all right, title and interest of Seller, if any, in and to the fixtures, equipment and other personal property attached or appurtenant to the Building (including any bank vaults and safe deposit boxes) (the “Premises”). Notwithstanding anything herein to the contrary, this sale excludes (1) any personal property owned by Seller and used in connection with Seller’s business at the Building, (2) the trade fixtures set forth on Schedule G attached hereto and (3) all tradenames, trademarks, servicemarks, logos, copyrights and good will relating to or used in connection with the operation of the Land and the Building and/or the business of Seller and/or its affiliates. For purposes of this contract, the “appurtenances” to be conveyed to Purchaser under § 1.01 shall include all right, title and interest of Seller in and to (i) that certain Maintenance Agreement dated June 6, 2001 between Building Maintenance Service, LLC and Atlantic Bank of New York (the “BMS Contract”), which BMS Contract constitutes the sole service contract to be assigned at Closing (defined below) to Purchaser; (ii) plans, specifications, architectural and engineering drawings, prints, surveys, soil and substrata studies relating to the Land and the Building in Seller’s possession; (iii) all operating manuals and books, data and records regarding the Land and the Building and its component systems in Seller’s possession; (iv) all licenses, permits, certificates of occupancy, waivers, consents, variances and other approvals (including, without limitation, those with respect to use, utilities, building, fire, life safety, traffic and zoning), issued by any state, federal or local authority relating to the use, maintenance or operation of the Land and the Building to the extent that they may be transferred or assigned (but excluding the Banking Licenses, as hereinafter defined) (collectively, the “Licenses”); and (v) all warranties or guaranties, if any, applicable to the Building, to the extent such warranties or guaranties are assignable (collectively, the “Intangibles”). The Premises are located at and known as 000 Xxxxxx xx xxx Xxxxxxxx, Xxx Xxxx, Xxx Xxxx 00000.

Sale of Premises and Acceptable Title. §1.01. Seller shall sell to Purchaser, and Purchaser shall purchase from Seller, at the price and upon the terms and conditions set forth in this contract: (a) the parcel of land more particularly described in Schedule A attached hereto, including all right, title and interest of Seller in and to appurtenant easements, strips and gores, air rights and rights-of-way hereto (collectively, the “Land”); (b) all buildings and improvements (including any vaults, safe deposit boxes and teller facilities, subject, however, to the terms of the Atlantic Lease (as hereinafter defined)) situated on the Land (collectively, the “Building”); (c) all right, title and interest of Seller, if any, in and to the land lying in the bed of any street or highway in front of or adjoining the Land to the center line thereof and to any unpaid award for any taking by condemnation or any damage to the Land by reason of a change of grade of any street or highway; (d) the appurtenances and all the estate and rights of Seller in and to the Land and Building; and (e) all right, title and interest of Seller, if any, in and to the fixtures, equipment and other personal property attached or appurtenant to the Building (including any bank vaults and safe deposit boxes) (the collectively, “Premises”). Notwithstanding anything herein to the contrary, this sale excludes (1) any personal property owned by Seller and used in connection with Seller’s business at the Building, (2) the trade fixtures set forth on Schedule G attached hereto and (3) all tradenames, trademarks, servicemarks, logos, copyrights and good will relating to or used in connection with the operation of the Land and the Building and/or the business of Seller and/or its affiliates. For purposes of this contract, the “appurtenances” to be conveyed to Purchaser under § 1.01 shall include all right, title and interest of Seller in and to (i) that certain Maintenance Agreement dated June 6the leases for space in the Building, 2001 and all guarantees thereof, as shown on Schedule E attached hereto and any leases entered into by Seller between Building Maintenance Service, LLC the date of this contract and Atlantic Bank of New York (the “BMS Contract”), which BMS Contract constitutes the sole service contract to be assigned at Closing (defined below) to Purchaseras hereinafter defined); (ii) the Service Contracts (as hereinafter defined); (iii) plans, specifications, architectural and engineering drawings, prints, surveys, soil and substrata studies relating to the Land and the Building in Seller’s possession; (iiiiv) all operating manuals and books, data and records regarding the Land and the Building and its component systems in Seller’s possession; (ivv) all licenses, permits, certificates of occupancy, waivers, consents, variances occupancy and other approvals (including, without limitation, those with respect to use, utilities, building, fire, life safety, traffic and zoning), issued by any state, federal or local authority relating to the use, maintenance or operation of the Land and the Building to the extent that they may be transferred or assigned assigned; (but excluding the Banking Licenses, as hereinafter defined) (collectively, the “Licenses”); and (vvi) all warranties or guaranties, if any, applicable to the Building, to the extent such warranties or guaranties are assignable assignable; and (collectivelyvii) all tradenames, trademarks, servicemarks, logos, copyrights and good will relating to or used in connection with the “Intangibles”)operation of the Land and the Building. The Premises are located at and or known as 000 0000 Xxxxx Xxxxxx xx xxx Xxxxxxxx, Xxx Xxxx, Xxx Xxxx 00000.00000 See Schedule A annexed

Sale of Premises and Acceptable Title. 1.01. 1.01 Seller shall sell to Purchaser, and Purchaser shall purchase from Seller, at the price and upon the terms and conditions set forth in this contractcontra. ct: (a) the parcel of land more particularly described in Schedule A attached hereto, including all right, title and interest of Seller in and to appurtenant easements, strips and gores, air rights and rights-of-way hereto (collectively, the “''Land”''); (b) all buildings and improvements (including any vaults, safe deposit boxes and teller facilities, subject, however, to the terms of the Atlantic Lease (as hereinafter defined)) situated on the Land (collectively, the “''Building”''); (c) all right, title and interest of Seller, if any, in and to the land lying in the bed of any street or highway in front of or adjoining the Land to the center line thereof and to any unpaid award for any taking by condemnation or any damage to the Land by reason of a change of grade of any street or highway; (d) the appurtenances and all the estate and rights of Seller in and to the Land and Building; and (e) all right, title and interest of Seller, if any, in and to the fixtures, equipment and other personal property attached or appurtenant to the Building (including any bank vaults and safe deposit boxes) (the “collectively, ''Premises”''). Notwithstanding anything herein to the contrary, this sale excludes (1) any personal property owned by Seller and used in connection with Seller’s business at the Building, (2) the trade fixtures set forth on Schedule G attached hereto and (3) all tradenames, trademarks, servicemarks, logos, copyrights and good will relating to or used in connection with the operation of the Land and the Building and/or the business of Seller and/or its affiliates. For purposes of this contract, the “''appurtenances” to be conveyed to Purchaser under § 1.01 '' shall include all right, title and interest of Seller in and to (i) that certain Maintenance Agreement dated June 6the leases for space in the Building, 2001 and all guarantees thereof, as shown on Schedule E attached hereto and any leases entered into by Seller between Building Maintenance Service, LLC the date of this contract and Atlantic Bank of New York (the “BMS Contract”), which BMS Contract constitutes the sole service contract to be assigned at Closing (defined below) to Purchaseras hereinafter defined); (ii) the Service Contracts (as hereinafter defined); (iii) plans, specifications, architectural and engineering drawings, prints, surveys, soil and substrata studies relating to the Land and the Building in Seller’s 's possession; (iiiiv) all operating manuals and books, data and records regarding the Land and the Building and its component systems in Seller’s 's possession; (ivv) all licenses, permits, certificates of occupancy, waivers, consents, variances occupancy and other approvals (including, without limitation, those with respect to use, utilities, building, fire, life safety, traffic and zoning), issued by any state, federal or local authority relating to the use, maintenance or operation of the Land and the Building to the extent that they may be transferred or assigned assigned; (but excluding the Banking Licenses, as hereinafter defined) (collectively, the “Licenses”); and (vvi) all warranties or guaranties, if any, applicable to the Building, to the extent such warranties or guaranties are assignable assignable; and (collectivelyvii) all tradenames, trademarks, servicemarks, logos, copyrights and good will relating to or used in connection with the “Intangibles”)operation of the Land and the Building. The Premises are located at and or known as 000 Xxxxxx xx xxx Xxxxxxxx, Xxx Xxxx, Xxx Xxxx 00000.

Sale of Premises and Acceptable Title. ‌ §1.01. (a) Seller shall sell to Purchaser, and Purchaser shall purchase from Seller, at the price and upon the terms and conditions set forth in this contract: (a) the parcel of land more particularly described in Schedule A attached hereto, including all right, title and interest of Seller in and to appurtenant easements, strips and gores, air rights and rights-of-way hereto (collectively, the “Land”); (b) all buildings and improvements (including any vaults, safe deposit boxes and teller facilities, subject, however, to the terms of the Atlantic Lease (as hereinafter defined)) situated on the Land (collectively, the “Building”); (c) all right, title and interest of Seller, if any, in and to the land lying in the bed of any street or highway in front of or adjoining the Land to the center line thereof and to any unpaid award for any taking by condemnation or any damage to the Land by reason of a change of grade of any street or highway; (d) the appurtenances and all the estate and rights of Seller in and to the Land and Building; and (e) all right, title and interest of Seller, if any, in and to the fixtures, equipment and other personal property attached or appurtenant to the Building (including any bank vaults collectively, the Land, Building and safe deposit boxes) (the foregoing interests are referred to as the “Premises”). Notwithstanding anything herein to the contrary, this sale excludes (1) any personal property owned by Seller and used in connection with Seller’s business at the Building, (2) the trade fixtures set forth on Schedule G attached hereto and (3) all tradenames, trademarks, servicemarks, logos, copyrights and good will relating to or used in connection with the operation of the Land and the Building and/or the business of Seller and/or its affiliates. For purposes of this contract, the “appurtenances” to be conveyed to Purchaser under § 1.01 shall include all right, title and interest of Seller in and to (i) that certain Maintenance Agreement dated June 6the leases for space in the Building, 2001 and all guarantees thereof, as shown on Schedule E attached hereto and any leases entered into by Seller between Building Maintenance Service, LLC the date of this contract and Atlantic Bank of New York (the “BMS Contract”), which BMS Contract constitutes the sole service contract to be assigned at Closing (defined below) to Purchaseras hereinafter defined); (ii) the Service Contracts (as hereinafter defined); (iii) plans, specifications, architectural and engineering drawings, prints, surveys, soil and substrata studies relating to the Land and the Building in Seller’s possession; (iiiiv) all operating manuals and books, data and records regarding the Land and the Building and its component systems in Seller’s possession; (iv) all licenses, permits, certificates of occupancy, waivers, consents, variances and other approvals (including, without limitation, those with respect to use, utilities, building, fire, life safety, traffic and zoning), issued by any state, federal or local authority relating to the use, maintenance or operation of the Land and the Building to the extent that they may be transferred or assigned (but excluding the Banking Licenses, as hereinafter defined) (collectively, the “Licenses”); and (v) all warranties or guaranties, if any, applicable to the Building, to the extent such warranties or guaranties are assignable (collectively, the “Intangibles”). The Premises are located at and known as 000 Xxxxxx xx xxx Xxxxxxxx, Xxx Xxxx, Xxx Xxxx 00000.;

Sale of Premises and Acceptable Title. 1.01Section 1.1. Seller shall sell to Purchaser, and Purchaser shall purchase from Seller, at the price and upon the terms and conditions set forth in this contract: (a) the parcel parcels of land more as particularly described in Schedule Exhibit A attached hereto, including all right, title and interest of Seller in and to appurtenant easements, strips and gores, air rights and rights-of-way hereto (collectively, the “"Land”"); (b) all buildings buildings, improvements and improvements (including any vaults, safe deposit boxes and teller facilities, subject, however, to the terms of the Atlantic Lease (as hereinafter defined)) fixtures situated on the Land (collectively, the “"Building”"); (c) all right, title and interest of Seller, if any, in and to the land lying in the bed of any street or highway in front of or adjoining the Land to the center line thereof and to any unpaid award for any taking by condemnation or any damage to the Land by reason of a change of grade of any street or highway; (d) the appurtenances and all the estate and rights of Seller in and to the Land and Building; (e) all right, title and interest of Seller in and to any and all leases and any guaranties and security deposits with respect thereto; (f) all plans and specifications in Seller's possession, if any, all licenses, permits and warranties in Seller's possession, if any, with respect to the Property, and all agreements that will survive the Closing; and (eg) all right, title and interest of Seller, if any, in and to the fixtures, equipment and other personal property attached or appurtenant to or located at the Building (including any bank vaults and safe deposit boxes) the items set forth in (the “Premises”a). Notwithstanding anything herein to the contrary, this sale excludes (1) any personal property owned by Seller and used in connection with Seller’s business at the Building, (2b), (c), (d) the trade fixtures set forth on Schedule G attached hereto and (3e) all tradenamesabove are hereinafter referred to, trademarks, servicemarks, logos, copyrights and good will relating to or used in connection with the operation of the Land and the Building and/or the business of Seller and/or its affiliates. For purposes of this contract, the “appurtenances” to be conveyed to Purchaser under § 1.01 shall include all right, title and interest of Seller in and to (i) that certain Maintenance Agreement dated June 6, 2001 between Building Maintenance Service, LLC and Atlantic Bank of New York (the “BMS Contract”), which BMS Contract constitutes the sole service contract to be assigned at Closing (defined below) to Purchaser; (ii) plans, specifications, architectural and engineering drawings, prints, surveys, soil and substrata studies relating to the Land and the Building in Seller’s possession; (iii) all operating manuals and books, data and records regarding the Land and the Building and its component systems in Seller’s possession; (iv) all licenses, permits, certificates of occupancy, waivers, consents, variances and other approvals (including, without limitation, those with respect to use, utilities, building, fire, life safety, traffic and zoning), issued by any state, federal or local authority relating to the use, maintenance or operation of the Land and the Building to the extent that they may be transferred or assigned (but excluding the Banking Licensescollectively, as hereinafter defined) (collectively, the “Licenses”); and (v) all warranties or guaranties, if any, applicable to the Building, to the extent such warranties or guaranties are assignable (collectively, the “Intangibles”"Premises"). The Premises are located at and or known as 000 Xxxxxx xx xxx Xxxxxxxxas: St. James Crossing Apartments 5520 Gunn Highway Xxxxx, Xxx XxxxFlorida 33614 -and- South Pointe Apartments 5000 Himes Avenue Xxxxx, Xxx Xxxx 00000.Florida 33611

Sale of Premises and Acceptable Title. §1.01. Seller shall sell to Purchaser, and Purchaser shall purchase from Seller, at the price and upon the terms and conditions set forth in this contract: (a) the parcel of land more particularly described in Schedule A attached hereto, including all right, title and interest of Seller in and to appurtenant easements, strips and gores, air rights and rights-of-way hereto (collectively, the “Land”); (b) all buildings and improvements (including any vaults, safe deposit boxes and teller facilities, subject, however, to the terms of the Atlantic Lease (as hereinafter defined)) situated on the Land (collectively, the “Building”); (c) all right, title and interest of Seller, if any, in and to the land lying in the bed of any street or highway in front of or adjoining the Land to the center line thereof and to any unpaid award for any taking by condemnation or any damage to the Land by reason of a change of grade of any street or highway; (d) the appurtenances and all the estate and rights of Seller in and to the Land and Building; and (e) all right, title and interest of Seller, if any, in and to the fixtures, equipment and other personal property attached or appurtenant to the Building other than “Excluded Personalty,” as hereinafter defined (including any bank vaults and safe deposit boxes) (the collectively, “Premises”). Notwithstanding anything herein to the contrary, this sale excludes (1) any personal property owned by Seller and used in connection with Seller’s business at the Building, (2) the trade fixtures set forth on Schedule G attached hereto and (3) all tradenames, trademarks, servicemarks, logos, copyrights and good will relating to or used in connection with the operation of the Land and the Building and/or the business of Seller and/or its affiliates. For purposes of this contract, the “appurtenances” to be conveyed to Purchaser under § 1.01 shall include all right, title and interest of Seller in and to (i) that certain Maintenance Agreement dated June 6the leases for space in the Building, 2001 and all guarantees thereof, as shown on Schedule E attached hereto and any leases entered into by Seller between Building Maintenance Service, LLC the date of this contract and Atlantic Bank of New York (the “BMS Contract”), which BMS Contract constitutes the sole service contract to be assigned at Closing (defined below) to Purchaseras hereinafter defined); (ii) the Service Contracts (as hereinafter defined), if any; (iii) plans, specifications, architectural and engineering drawings, prints, surveys, soil and substrata studies relating to the Land and the Building in Seller’s possession; (iiiiv) all operating manuals and books, data and records regarding the Land and the Building and its component systems in Seller’s possession; (ivv) all licenses, permits, certificates of occupancy, waivers, consents, variances occupancy and other approvals (including, without limitation, those with respect to use, utilities, building, fire, life safety, traffic and zoning), issued by any state, federal or local authority relating to the use, maintenance or operation of the Land and the Building to the extent that they may be transferred or assigned assigned; (but excluding the Banking Licenses, as hereinafter defined) (collectively, the “Licenses”); and (vvi) all warranties or guaranties, if any, applicable to the Building, to the extent such warranties or guaranties are assignable assignable; and (collectivelyvii) all tradenames, trademarks, servicemarks, logos, copyrights and good will relating to or used in connection with the “Intangibles”)operation of the Land and the Building. The Premises are located at and or known as 000 Xxxxxx xx xxx XxxxxxxxXxxxx Xxxxxxxxxx Xxxxx, Xxx XxxxXxxxxxx Xxxxx, Xxx Xxxx 00000.

Sale of Premises and Acceptable Title. 1.01. 1.01 Seller shall sell to Purchaser, and Purchaser shall purchase from Seller, at the price and upon the terms and conditions condition set forth in this contract: (a) the parcel of land more particularly described in Schedule A A. attached hereto, including all right, title and interest of Seller in and to appurtenant easements, strips and gores, air rights and rights-of-way hereto (collectively, the “"Land”"); (b) all buildings and improvements (including any vaults, safe deposit boxes and teller facilities, subject, however, to the terms of the Atlantic Lease (as hereinafter defined)) situated on the Land (collectively, the “"Building”"); (ce) all right, title and interest of Seller, if any, in and to the land lying in the bed of any street or highway in front of or adjoining the Land to the center line thereof and to any unpaid award for any taking by condemnation or any damage to the Land by reason of a change of grade of any street or highway; (d) the appurtenances and all the estate and rights of Seller in and to the Land and Building; Building and (e) all right, title and interest of Seller, if any, in and to the fixtures, equipment and other personal property attached or appurtenant to the Building (including any bank vaults and safe deposit boxes) (the “collectively, "Premises”"). Notwithstanding anything herein For purposes of this contract, "appurtenances" shall include all right, title and interest of Seller in and to (i) the leases for space in the Building and all guarantees thereof, as shown on Schedule E attached hereto and an leases entered into by Seller between the date of this contract and the Closing (as hereinafter defined); (ii) the Service Contracts (as hereinafter defined): (iii) plans, specifications architectural and engineering drawings, prints, surveys, soil and substrata studies relating to the contraryLand and the Building in Seller's possession; (iv) all operating manuals and books, this sale excludes data and records regarding the Land and the Building and its component systems in Seller's possession; (1v) all licenses, permits, certificates of occupancy and other approvals issued by any personal property owned by Seller state, federal or local authority relating to the se, maintenance or operation of the Land and used in connection with Seller’s business at the Building to the extent that they may be transferred or assigned; (vi) all warranties or guaranties, if any, applicable to the Building, (2) to the trade fixtures set forth on Schedule G attached hereto extent such warranties or guaranties are assignable; and (3vii) all tradenames, trademarks, servicemarks, logos, copyrights and good will relating to or used in connection with the operation of the Land and the Building and/or the business of Seller and/or its affiliates. For purposes of this contract, the “appurtenances” to be conveyed to Purchaser under § 1.01 shall include all right, title and interest of Seller in and to (i) that certain Maintenance Agreement dated June 6, 2001 between Building Maintenance Service, LLC and Atlantic Bank of New York (the “BMS Contract”), which BMS Contract constitutes the sole service contract to be assigned at Closing (defined below) to Purchaser; (ii) plans, specifications, architectural and engineering drawings, prints, surveys, soil and substrata studies relating to the Land and the Building in Seller’s possession; (iii) all operating manuals and books, data and records regarding the Land and the Building and its component systems in Seller’s possession; (iv) all licenses, permits, certificates of occupancy, waivers, consents, variances and other approvals (including, without limitation, those with respect to use, utilities, building, fire, life safety, traffic and zoning), issued by any state, federal or local authority relating to the use, maintenance or operation of the Land and the Building to the extent that they may be transferred or assigned (but excluding the Banking Licenses, as hereinafter defined) (collectively, the “Licenses”); and (v) all warranties or guaranties, if any, applicable to the Building, to the extent such warranties or guaranties are assignable (collectively, the “Intangibles”). The Premises are located at and or known as 000 Xxxxxx xx xxx Xxxxxxxx6410 18th Avenue, Xxx XxxxBrooklyn, Xxx Xxxx 00000New Yorx.

Sale of Premises and Acceptable Title. 1.01. (a) Seller shall sell to Purchaser, and Purchaser shall purchase from Seller, at the price and upon the terms and conditions set forth in this contract: (a) the parcel of land more particularly described in Schedule A attached hereto, including all right, title and interest of Seller in and to appurtenant easements, strips and gores, air rights and rights-of-way hereto (collectively, the “Land”); (b) all buildings and improvements (including any vaults, safe deposit boxes and teller facilities, subject, however, to the terms of the Atlantic Lease (as hereinafter defined)) situated on the Land (collectively, the “Building”); (c) all right, title and interest of Seller, if any, in and to the land lying in the bed of any street or highway in front of or adjoining the Land to the center line thereof and to any unpaid award for any taking by condemnation or any damage to the Land by reason of a change of grade of any street or highway; (d) the appurtenances and all the estate and rights of Seller in and to the Land and Building; and (e) all right, title and interest of Seller, if any, in and to the fixtures, equipment and other personal property attached or appurtenant to the Building (including any bank vaults collectively, the Land, Building and safe deposit boxes) (the foregoing interests are referred to as the “Premises”). Notwithstanding anything herein to the contrary, this sale excludes (1) any personal property owned by Seller and used in connection with Seller’s business at the Building, (2) the trade fixtures set forth on Schedule G attached hereto and (3) all tradenames, trademarks, servicemarks, logos, copyrights and good will relating to or used in connection with the operation of the Land and the Building and/or the business of Seller and/or its affiliates. For purposes of this contract, the “appurtenances” to be conveyed to Purchaser under § 1.01 shall include all right, title and interest of Seller in and to (i) that certain Maintenance Agreement dated June 6the leases for space in the Building, 2001 and all guarantees thereof, as shown on Schedule E attached hereto and any leases entered into by Seller between Building Maintenance Service, LLC the date of this contract and Atlantic Bank of New York (the “BMS Contract”), which BMS Contract constitutes the sole service contract to be assigned at Closing (defined below) to Purchaseras hereinafter defined); (ii) the Service Contracts (as hereinafter defined); (iii) plans, specifications, architectural and engineering drawings, prints, surveys, soil and substrata studies relating to the Land and the Building in Seller’s possession; (iiiiv) all operating manuals and books, data and records regarding the Land and the Building and its component systems in Seller’s possession; (iv) all licenses, permits, certificates of occupancy, waivers, consents, variances and other approvals (including, without limitation, those with respect to use, utilities, building, fire, life safety, traffic and zoning), issued by any state, federal or local authority relating to the use, maintenance or operation of the Land and the Building to the extent that they may be transferred or assigned (but excluding the Banking Licenses, as hereinafter defined) (collectively, the “Licenses”); and (v) all warranties or guaranties, if any, applicable to the Building, to the extent such warranties or guaranties are assignable (collectively, the “Intangibles”). The Premises are located at and known as 000 Xxxxxx xx xxx Xxxxxxxx, Xxx Xxxx, Xxx Xxxx 00000.;

Sale of Premises and Acceptable Title. §1.01. Seller shall sell to Purchaser, and Purchaser shall purchase from Seller, at the price and upon the terms and conditions set forth in this contractContract: (a) the parcel of land more particularly described in Schedule Exhibit A attached hereto, including all right, title and interest of Seller in and to appurtenant easements, strips and gores, air rights and rights-of-way hereto (collectively, the “Land”); (b) all buildings and improvements (including any vaults, safe deposit boxes and teller facilities, subject, however, to the terms of the Atlantic Lease (as hereinafter defined)) situated on the Land (collectively, the “Building”); (c) all right, title and interest of Seller, if any, in and to the land lying in the bed of any street or highway in front of or adjoining the Land to the center line thereof and to any unpaid award for any taking by condemnation or any damage to the Land by reason of a change of grade of any street or highway; and (d) the appurtenances and all the estate and rights of Seller in and to the Land and Building; and Building (e) collectively, the “Premises”). For purposes of this Contract, “appurtenances” shall include all right, title and interest of Seller, if any, in and to (i) streets, easements, rights-of-way and vehicle parking rights, if any, used in connection with the fixturesPremises; (ii) any strips or gores of land between the Land and abutting or adjacent properties; and (iii) air rights and development rights. This sale also includes all fixtures and all equipment, equipment machinery, materials, supplies and other personal property attached or appurtenant to the Building (including or located at and used in the operation or maintenance of the Land or Building to the extent same are owned by Seller or any bank vaults and safe deposit boxes) affiliate of Seller (the “PremisesPersonal Property”). Notwithstanding anything herein to the contrary, this sale excludes (1) any personal property owned by Seller and used in connection with Seller’s business at the Building, (2) the trade fixtures set forth on Schedule G attached hereto and (3) all tradenames, trademarks, servicemarks, logos, copyrights and good will relating to or not used in connection with the operation of Seller's business. Notwithstanding anything to the Land and the Building and/or the business of Seller and/or its affiliates. For purposes of this contractcontrary herein, the “appurtenances” to be conveyed to Purchaser under § 1.01 shall include all right, title and interest of Seller in and to (i) that certain Maintenance Agreement dated June 6the vault and ATM machines located on the ground floor of the Building and the Seller's artwork, 2001 between Building Maintenance Service, LLC signage and Atlantic Bank of New York (flags shall be excluded from the “BMS Contract”), which BMS Contract constitutes the sole service contract to be assigned at Closing (defined below) to Purchaser; sale and (ii) plansSeller, specificationsin its sole and absolute discretion, architectural reserves the right to exclude from the sale any and engineering drawingsall other fixtures and materials, prints, surveys, soil supplies and substrata studies relating other personal property attached or appurtenant to the Land and Building that are located on the Building in Seller’s possession; (iii) all operating manuals and books, data and records regarding the Land and the Building and its component systems in Seller’s possession; (iv) all licenses, permits, certificates ground floor of occupancy, waivers, consents, variances and other approvals (including, without limitation, those with respect to use, utilities, building, fire, life safety, traffic and zoning), issued by any state, federal or local authority relating to the use, maintenance or operation of the Land and the Building to the extent that they may be transferred or assigned (but excluding the Banking Licenses, as hereinafter defined) (collectively, the “Licenses”); and (v) all warranties or guaranties, if any, applicable to the Building, to except for the extent such warranties or guaranties chandeliers and sconces, which shall remain and are assignable (collectivelydeemed included in this sale. For avoidance of doubt, the “Intangibles”)vault located in the basement of the Premises is included in the sale of the Premises, which vault shall be delivered in working and operational order, together with combinations and keys for its use. The street address of the Premises are located at and known as 000 Xxxxxx xx xxx Xxxxxxxx, Xxx Xxxx, Xxx Xxxx 00000is set forth on Schedule D attached hereto.

Sale of Premises and Acceptable Title. 1.01. 1.1 Seller shall sell to Purchaser, Purchaser and Purchaser shall purchase from Seller, at the price and upon the terms and conditions set forth in this contractherein: (a) the parcel of land more particularly described in Schedule A attached heretoProperty, including (b) all rightbuildings (the “Buildings”) and improvements, title and interest of Seller in and to appurtenant easementsif any, strips and gores, air rights and rights-of-way situated thereon (collectively, the “LandImprovements”); (b) all buildings and improvements (including any vaults, safe deposit boxes and teller facilities, subject, however, to the terms of the Atlantic Lease (as hereinafter defined)) situated on the Land (collectively, the “Building”); (c) all right, title and interest of Seller, if any, in and to the land lying in the bed of any street or highway in front of or adjoining the Land Property to the center line thereof and to any unpaid award for any taking thereof by condemnation condemnation, or any damage to the Land Property by reason of a change of grade of any street or highway; (d) the appurtenances and all the estate and rights of Seller in and to the Land and Building; and appurtenances, (e) all right, title and interest of Seller, if any, in and to the fixtures, fixtures equipment and other personal property attached or appurtenant to the Building (including any bank vaults and safe deposit boxes) (the “Premises”). Notwithstanding anything herein to the contrary, this sale excludes (1) any personal property owned by Seller and used in connection with Seller’s business at the Building, (2) the trade fixtures set forth Buildings and/or listed on Schedule G B attached hereto and hereto; (3f) all tradenames, trademarks, servicemarks, logos, copyrights and good will relating to or used in connection with the operation of the Land and the Building and/or the business of Seller and/or its affiliates. For purposes of this contract, the “appurtenances” to be conveyed to Purchaser under § 1.01 shall include all right, title and interest of Seller, if any, to all leases, licenses and other occupancy agreements presently or hereinafter entered into covering or affecting the Property together with any security deposit(s) held by Seller in pursuant thereto; and to (i) that certain Maintenance Agreement dated June 6, 2001 between Building Maintenance Service, LLC and Atlantic Bank of New York (the “BMS Contract”), which BMS Contract constitutes the sole service contract to be assigned at Closing (defined below) to Purchaser; (ii) plans, specifications, architectural and engineering drawings, prints, surveys, soil and substrata studies relating to the Land and the Building in Seller’s possession; (iii) all operating manuals and books, data and records regarding the Land and the Building and its component systems in Seller’s possession; (ivg) all licenses, permits, permits certificates of occupancy, waivers, consents, variances and other approvals (including, without limitation, those with respect to use, utilities, building, fire, life safety, traffic and zoning), issued by any state, federal or local authority relating the like pertaining to the useownership, maintenance or operation use and occupancy of the Land and the Building to the extent that they may be transferred or assigned (but excluding the Banking Licenses, as hereinafter defined) Property (collectively, the “Licenses”); and (v) all warranties or guaranties, if any, applicable to the Building, to the extent such warranties or guaranties are assignable (collectively, the “IntangiblesPersonal Property”). The Premises Property, the Improvements, the Personal Property and the other interests being sold and purchased as provided in this subsection 1.1 are located at and known referred to, collectively, as 000 Xxxxxx xx xxx Xxxxxxxx, Xxx Xxxx, Xxx Xxxx 00000the “Premises”.

Sale of Premises and Acceptable Title. 1.01. Seller shall sell to Purchaser, and Purchaser shall purchase from Seller, at the price and upon the terms and conditions set forth in this contract: (a) the parcel of land more particularly described in Schedule A attached hereto, including all right, title and interest of Seller in and to appurtenant easements, strips and gores, air rights and rights-of-way hereto (collectively, the “Land”); (b) all buildings and improvements (including any vaults, safe deposit boxes and teller facilities, subject, however, to the terms of the Atlantic Lease (as hereinafter defined)) situated on the Land (collectively, the “Building”); (c) all right, title and interest of Seller, if any, in and to the land lying in the bed of any street or highway in front of or adjoining the Land to the center line thereof and to any unpaid award for any taking by condemnation or of any damage to the Land by reason of a change of grade of any street or highway; (d) the appurtenances and all the estate and rights of Seller in and to the Land and Building; and (e) all right, title and interest of Seller, if any, in and to the fixtures, equipment and other personal property attached or appurtenant to the Building (including any bank vaults and safe deposit boxes) (the “Premises”). Notwithstanding anything herein to the contrary, this sale excludes (1) any personal property owned by Seller and used in connection with Seller’s business at the Building, (2) the trade fixtures set forth on Schedule G F attached hereto and (3) all tradenameshereto, trademarks, servicemarks, logos, copyrights and good will relating to or used in connection with the operation of the Land and the Building and/or the business of Seller and/or its affiliates. For purposes of this contract, the “appurtenances” to be conveyed to Purchaser under § 1.01 shall include all right, title and interest of Seller in and to (i) that certain Maintenance Agreement dated June 6, 2001 between Building Maintenance Service, LLC and Atlantic Bank of New York (the “BMS Contract”), which BMS Contract constitutes the sole service contract to be assigned at Closing (defined below) to Purchaser; (ii) plans, specifications, architectural and engineering drawings, prints, surveys, soil and substrata studies relating to the Land and the Building in Seller’s possession; (iii) all operating manuals and books, data and records regarding the Land and the Building and its component systems in Seller’s possession; (iv) all licenses, permits, certificates of occupancy, waivers, consents, variances and other approvals (including, without limitation, those with respect to use, utilities, building, fire, life safety, traffic and zoning), issued by any state, federal or local authority relating to the use, maintenance or operation of the Land and the Building to the extent that they may be transferred or assigned (but excluding the Banking Licenses, as hereinafter defined) (collectively, the “Licenses”); and (v) all warranties or guaranties, if any, applicable to the Building, to the extent such warranties or guaranties are assignable (collectively, the “IntangiblesPremises”). The Premises are located at and or known as 000 Xxxxxx xx xxx Xxxxxxxx, Xxx Xxxx00 Xxxxxxxxx Xxxxx Xxxxxxx, Xxx Xxxx 00000§1.02. Seller shall convey and Purchaser shall accept fee simple title to the Premises in accordance with the terms of this contract, subject only to: (a) the matters set forth in Schedule B attached hereto (collectively, “Permitted Exceptions”); and (b) such other matters as the title insurance specified in Schedule D attached hereto (or if none is so specified, then any title insurer licensed to do business by the State of New York) shall be willing without special premium, to omit as exceptions to coverage or to except with insurance against collection out of or enforcement against the Premises. Section 2.