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) any state of facts disclosed by the Existing Survey and the Updated Survey; (ii) the Pedestrian Bridge Agreement (including Exception 15 in Schedule B-Part Two of the Commitment); (iii) the Metra Declaration (including Exceptions 16 and 17 in Schedule B-Part Two of the Commitment); (iv) Exceptions 13 and 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; (vi) Property Taxes (as hereinafter defined) which are a lien but not yet due and payable (including Exceptions 1, 2 and 3 in Schedule B-Part Two of the Commitment); (vii) any installment of assessments affecting the Premises or any portion thereof which are a lien but not yet due and payable; (viii) any laws, rules, regulations, statutes, ordinances, orders, other legal requirements affecting the Property, including, without limitation, those relating to zoning and land use; (ix) 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 to the extent disclosed on the Existing Survey and/or in the Commitment; (x) rights and interests held by tenants under the Leases in effect at Closing without any right to purchase all or a portion of the Property; and (xi) any matters or title exceptions arising by reason of 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 terms of Section 7(a)(iii) below.

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) any the state of facts disclosed on the survey prepared by Xxxxx X. XxXxxxxx P.C. dated November 13, 1998 and any further state of facts a current survey of the Existing Survey and the Updated SurveyPremises or a personal inspection would disclose; (iib) the Pedestrian Bridge Agreement (including Exception 15 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-Part Two of the Commitment);B annexed hereto; ---------- (iiic) the Metra Declaration Non-Objectionable Encumbrances (including Exceptions 16 as hereinafter defined); and 17 in Schedule B-Part Two of the Commitment); (iv) Exceptions 13 and 14 in Schedule B-Part Two of the Commitment; (v) Any any liens, encumbrances or other title exceptions or survey matters approved (or deemed approved) or waived by Purchaser as provided in Section 7;4; --------- (vid) Property Taxes (as hereinafter defined) which are a lien but not yet due and payable (including Exceptions 1payable, 2 and 3 subject to proration in Schedule B-Part Two of the Commitment)accordance with Section 5 --------- hereof; (vii) any installment of assessments affecting the Premises or any portion thereof which are a lien but not yet due and payable; (viiie) any laws, rules, regulations, statutes, ordinances, orders, orders or other legal requirements affecting the PropertyPremises, including, without limitation, those relating to zoning and land use; (ixf) rights of record of 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 to the extent disclosed on the Existing Survey and/or in the CommitmentPremises; (xg) 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 "Violation" and ---------- --------- collectively "Violations") other than those which are the responsibility of the ---------- 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 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 Title 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 (i) the rights and interests held by tenants under the Leases in effect at Closing without any right to purchase all or a portion of the Property; and (xi) any matters or title exceptions arising by reason of 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 terms of Section 7(a)(iii) belowClosing.

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”): (a) those matters set forth in Schedule B-II of the Commitment attached hereto as Schedule D, which are not marked as “Omit”; (b) (i) any state of facts disclosed by that certain survey of the Land prepared by X.X. Xxxxxxx and dated October 25, 1920, and most recently updated by visual examination on August 31, 2006 by Xxxxxx X. 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 the Updated Surveyare otherwise immaterial; (iic) the Pedestrian Bridge Agreement (including Exception 15 in Schedule BNon-Part Two of the Commitment); (iii) the Metra Declaration (including Exceptions 16 Objectionable Encumbrances and 17 in Schedule B-Part Two of the Commitment); (iv) Exceptions 13 and 14 in Schedule B-Part Two of the Commitment; (v) Any any liens, encumbrances or other title exceptions or survey matters approved (or deemed approved) or waived by Purchaser as provided in Section 7; (vid) Property Taxes (as hereinafter defined) which are a lien but not yet due and payable (including Exceptions 1, 2 and 3 in Schedule B-Part Two of the Commitment); (vii) any installment of assessments affecting the Premises or any portion thereof which are a lien but not yet due and payable; (viiie) any laws, rules, regulations, statutes, ordinances, orders, orders or other legal requirements affecting the PropertyPremises, including, without limitation, those relating to zoning and land use; (ixf) all violations of laws, rules, regulations, statutes, ordinances, orders or requirements (“Violations”) now or hereafter issued or noted; (g) 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 to the extent disclosed either shown on the Existing Survey and/or in or consistent with the Commitmentpresent use of the 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 rights and interests held by of Franchisor under the Franchise Agreement; (j) the rights of tenants under the Leases in effect at Closing without any right to purchase all or a portion of the PropertyLeases; and (xik) any matters the rights of Hotel guests which occupy the Hotel or title exceptions arising by reason have a reservation for rooms, food and beverages, meetings and other customary Hotel uses relating to periods subsequent to the Closing Date to the extent such rights were granted or such reservations were made in the ordinary course of 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 terms of Section 7(a)(iii) belowbusiness.

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) any "): the state of facts disclosed on the survey prepared by Xxxx X. Xxxxxx - X.X. Xxxxxxx, Inc. dated September 1, 1987, and last redated by visual examination on August 28, 2002, by Xxxxxx X. Links.; the Existing Survey 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, and the Updated Survey; easements, conditions, restrictions, agreements and encumbrances as set forth on SCHEDULE 3.1(b) annexed hereto; Non-Objectionable Encumbrances (iias hereinafter defined) the Pedestrian Bridge Agreement (including Exception 15 in Schedule B-Part Two of the Commitment); (iii) the Metra Declaration (including Exceptions 16 and 17 in Schedule B-Part Two of the Commitment); (iv) Exceptions 13 and 14 in Schedule B-Part Two of the Commitment; (v) Any any liens, encumbrances or other title exceptions or survey matters approved (or deemed approved) or waived by Purchaser as provided in Section 7; (vi) 4.1 Property Taxes (as hereinafter defined) which are a lien but not yet due and payable (including Exceptions 1payable, 2 and 3 subject to apportionment in Schedule B-Part Two of the Commitment); (vii) any installment of assessments affecting the Premises or any portion thereof which are a lien but not yet due and payable; (viii) accordance with Article VI hereof; any laws, rules, regulations, statutes, ordinances, orders, orders or other legal requirements affecting the Property, including, without limitation, those relating to zoning and land use; (ix) ; 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 to the extent disclosed on the Existing Survey and/or Property, provided that, in the Commitment; (x) case of any of the foregoing items which shall not be of record, the same do not materially adversely affect the present use of the Property; any installment not yet due and payable of assessments imposed after the date hereof and affecting the Property or any portion thereof; all violations of laws, rules, regulations, statutes, ordinances, orders or requirements, now or hereafter issued or noted; the Condominium Agreement; and the rights and interests held by tenants under the Leases in effect at Closing without any right to purchase all or a portion of the Property; and (xi) any matters or title exceptions arising by reason of 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 terms of Section 7(a)(iii) belowClosing.

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 the Existing Survey and the Updated Survey; (ii) the Pedestrian Bridge Agreement (including Exception 15 in Schedule B-Part Two that certain survey of the CommitmentPremises prepared by Xxxxxxxx dated November 8, 2005 (the “Existing Survey”); (iii) the Metra Declaration Non-Objectionable Encumbrances (including Exceptions 16 as hereinafter defined) and 17 in Schedule B-Part Two of the Commitment); (iv) Exceptions 13 and 14 in Schedule B-Part Two of the Commitment; (v) Any any liens, encumbrances or other title exceptions or survey matters approved (or deemed approved) or waived by Purchaser as provided in Section 7; (viiv) Property Taxes (as hereinafter defined) which are a lien but not yet due and payable (including Exceptions 1, 2 and 3 in Schedule B-Part Two of the Commitmentwhich Property Taxes shall be adjusted at Closing); (viiv) any installment not yet due and payable of assessments affecting the Premises or any portion thereof which are a lien but not yet due and payablethereof; (viiivi) any laws, rules, regulations, statutes, ordinances, orders, other legal requirements affecting the PropertyPremises, including, without limitation, those relating to zoning and land use; (ixvii) 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 to of a de minimis nature and do not materially affect Purchaser’s intended development of the extent disclosed on Property in accordance with the Existing Survey and/or in the Commitment;Architectural Plans; and (xix) rights and interests held by tenants under the Leases identified in effect at Closing without the list of leases attached hereto as Schedule G (and the rights, if any, under any right Leases entered into in accordance with Section 10(b) hereof prior to purchase all or a portion of the Property; and (xi) any matters or title exceptions arising by reason of 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 terms of Section 7(a)(iii) belowClosing).