Common use of Status of Title Clause in Contracts

Status of Title. Subject to the terms and provisions of this Agreement, on the Closing Date the Property shall be subject only to the exceptions listed on Exhibit 2 attached hereto and made a part hereof and matters approved and deemed approved hereunder and to the following (collectively, the "Permitted Encumbrances"): (a) Property Taxes which are a lien but not yet due and payable, subject to proration in accordance with Section 7; (b) 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 Property, provided that the same do not materially adversely affect the present use of the Property; (c) the Leases in effect at the Closing and the rights and interests held by tenants, as tenants only, under such Leases and all persons claiming by, through or under such tenants; provided, however, the foregoing is not intended to waive any condition to the Closing relating to the breach of any representation or warranty relating to Leases; (d) the terms and conditions of the Existing Loan Documents, provided that Owner shall be responsible for the payment of all sums secured by the Existing Loan Documents; (e) building codes and restrictions heretofore and hereafter adopted by any public agency; (f) right, lack of right or restrictions on the right of any owner of the Property to construct or maintain any vault or vaulted area in or under the sidewalks abutting the Property, any licensing statute, ordinance or regulation, and the terms of any license pertaining thereto, and any fees for vault space which may hereafter be assessed; (g) present and future zoning laws, ordinances, resolutions, orders and regulations of all municipal, county, state and federal governments having jurisdiction over the Property and the use thereof; (h) all municipal violations of record; (i) possible lack of or revocable nature of the right, if any, to maintain or use any space, facilities or appurtenances outside the building lines, whether on, over or under the land, including, without limitation, all vaults, signs and sidewalk openings; (j) any state of facts shown on the Survey (as hereinafter defined), and any change since the date of such Survey that an accurate survey of the Property or a physical inspection thereof would, disclose, including without limitation, all encroachments and projections of the Property upon or over streets or adjacent premises and all encroachments and projections on or over the Property or any variations between tax lot lines and lines of record title of the Property, provided that such changes do not render title unmarketable; (k) any lien or encumbrance caused by Purchaser or any of its agents.

Status of Title. Subject to the terms and provisions of this Agreement, on Seller's interest in the Closing Date Premises and the Property Excess Development Rights shall be sold and conveyed by Seller to Purchaser, and Purchaser shall accept same, subject only to the exceptions listed on Exhibit 2 attached hereto and made a part hereof and matters approved and deemed approved hereunder and to the following (collectively, the "Permitted Encumbrances"): (a) the state of facts disclosed on the survey of the Premises prepared by First Order LLC and originally dated January 15, 2015 (the "Existing Survey"); (b) the standard printed exclusions from coverage contained in the ALTA form of owners title policy currently in use in New York State and pertaining to the Premises; (c) Any liens, encumbrances or other title exceptions pertaining to the Premises approved or waived by Purchaser in writing as provided in Section 6; (d) Property Taxes which are a lien upon the Premises but not yet due and payable, subject to proration in accordance with Section 7; (be) any laws, rules, regulations, statutes, ordinances, orders or other legal requirements affecting the Premises or Lot 58, including, without limitation, those relating to zoning and land use; (f) any recorded 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 Property, provided that the same do not materially adversely affect the present use of the PropertyPremises; (cg) the Leases in effect at any installment not yet due and payable as of the Closing Date of assessments imposed after the date of this Agreement and affecting the rights and interests held by tenants, as tenants only, under such Leases and all persons claiming by, through Premises or under such tenants; provided, however, the foregoing is not intended to waive Lot 58 or any condition to the Closing relating to the breach of any representation or warranty relating to Leasesportion thereof; (dh) the terms and conditions of the Existing Loan Documents, provided that Owner shall be responsible for the payment of all sums secured by the Existing Loan Documents; (e) building codes and restrictions heretofore and hereafter adopted by any public agency; (f) right, lack of right or restrictions on restricted right of Seller to construct and/or maintain (and the right of any owner of governmental authority to require the Property to construct or maintain removal of) any vault or vaulted area area, in or under the streets, sidewalks or other areas abutting the Property, Premises and any applicable licensing statute, ordinance or and regulation, and the terms of any license pertaining thereto, and any fees for vault space which may hereafter be assessed; (g) present and future zoning laws, ordinances, resolutions, orders and regulations of all municipal, county, state and federal governments having jurisdiction over the Property thereto and the use thereof; (h) all municipal violations lien of recordthe street, sidewalk or other area vault taxes, subject to proration as provided in Section 7; (i) possible lack of or revocable nature of the right, if any, to maintain or use any space, facilities or appurtenances outside the building lines, whether on, over or under the land, including, without limitation, all vaults, signs and sidewalk openings; (j) any state of facts shown on the Survey (as hereinafter defined), and any change since the date of such Survey that an accurate survey of the Property or a physical inspection thereof would, disclose, including without limitation, all encroachments and projections of the Property upon or over streets or adjacent premises and all encroachments and projections on or over the Property or any variations immaterial variation between tax lot lines and lines of record title of the Property, provided that such changes do not render title unmarketable;title; and (kj) any lien subject to the provisions of Section 6(c) below, all violations of laws, rules, regulations, statutes, ordinances, orders or encumbrance caused by Purchaser requirements, now or any of its agentshereafter issued or noted.

Status of Title. Subject to the terms and provisions of this Agreement, on at Closing, title to the Closing Date the Property Properties shall be subject only to the exceptions listed on Exhibit 2 attached hereto and made a part hereof and matters approved and deemed approved hereunder and to the following (collectively, the "“Permitted Encumbrances"”): (a) any state of facts that a current survey or visual inspection of any of the Properties would disclose; (b) the standard printed exclusions from coverage contained in the ALTA form of owner’s title policy currently in use in the jurisdiction in which the applicable Property Taxes is located; (c) Non-Objectionable Encumbrances (as hereinafter defined); (d) property taxes which are a lien but not yet due and payable, subject to proration in accordance with Section 7; 7 hereof (b) 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 Property, provided that the same do not materially adversely affect the present use of the Property; (c) the Leases in effect at the Closing and the rights and interests held by tenants, as tenants only, under such Leases and all persons claiming by, through or under such tenants; provided, however, the foregoing is not intended to waive any condition to the Closing relating to the breach of any representation or warranty relating to Leases; (d) the terms and conditions of the Existing Loan Documents, provided that Owner shall be responsible for the payment of all sums secured by the Existing Loan Documentsextent applicable); (e) building codes and restrictions heretofore and hereafter adopted by any public agency; (f) rightlaws, lack of right or restrictions on the right of any owner of the Property to construct or maintain any vault or vaulted area in or under the sidewalks abutting the Propertyrules, any licensing statuteregulations, ordinance or regulation, and the terms of any license pertaining thereto, and any fees for vault space which may hereafter be assessed; (g) present and future zoning lawsstatutes, ordinances, resolutions, orders and regulations of all municipal, county, state and federal governments having jurisdiction over the Property and the use thereof; (h) all municipal violations of record; (i) possible lack of or revocable nature other legal requirements affecting any of the rightProperties, if anyas the same now exist or may be hereafter modified, to maintain supplemented or use any space, facilities or appurtenances outside the building lines, whether on, over or under the landpromulgated, including, without limitation, all vaultszoning, signs land use, building and sidewalk openingsenvironmental laws, rules, regulations, statutes, ordinances, orders or other legal requirements, including landmark designations and all zoning variances and special exceptions, if any but excluding any judgments against any of the Properties, Seller or any of the Ranger Subsidiary Entities; (f) all presently existing and future liens of real estate assessments and water rates, water meter charges, water frontage charges and sewer taxes, rents and charges, if any, for the current year and affecting any of the Properties or any portion thereof, provided that such items are not due and payable as of the Closing Date and subject to proration in accordance with Section 7 hereof (to the extent applicable); (g) the easements, conditions, restrictions, agreements and encumbrances set forth on Schedule 5(g); (h) all notes or notices of violations of law, or municipal ordinances, orders, designations or requirements whatsoever noted in or issued by any federal, state, municipal or other governmental department, agency or bureau or any other governmental authority having jurisdiction over the Premises (collectively, “Violations”), existing on the Closing Date; provided, that notwithstanding the foregoing provisions of this Section 5(h), Seller shall pay or bond all monetary fines, fees or penalties accruing prior to the Closing Date with respect any Violations, but excluding those Violations that are the responsibility of any tenant under a lease to cure, correct or remove; (i) such matters as the Title Company shall be willing, without special premium, to omit as exceptions to coverage or affirmatively insure over with respect to the Title Policy; (j) any state of facts shown on defects, objections or exceptions in the Survey (as hereinafter defined), and title to the Properties disclosed in the Report or any change since the date of such Survey that an accurate survey of the Property or a physical inspection update thereof would, disclose, including without limitation, all encroachments and projections of the Property upon or over streets or adjacent premises and all encroachments and projections received on or over prior to the Property Closing with respect to which (x) an objection notice has not been duly delivered pursuant to Section 6(a)(iii) or any variations between tax lot lines and lines of record title of the Property, provided that such changes do not render title unmarketable(y) Purchaser subsequently agrees to waive or is deemed to have waived in accordance with Section 6(a); (k) any lien defects or encumbrance caused other matters which will be extinguished upon the transfer of the Non-Ranger Properties; (l) the liens of the Assumed Existing Indebtedness, if any; and (m) the rights and interests held by Purchaser Operators under the Operating Leases and residents under Resident Agreements in effect as of the date hereof and all Operating Leases and Resident Agreements entered into after the date hereof and prior to Closing in accordance with Section 9(b)(i), solely as Operators or residents, as the case may be, with no rights or options to purchase the Properties, or any of its agentsportion thereof or interest therein.

Status of Title. Subject to the terms and provisions of this Agreement, on Seller’s interest in the Closing Date the Property Premises shall be sold, assigned and conveyed by Seller to Purchaser, and Purchaser shall, subject only to the exceptions listed on Exhibit 2 attached hereto terms of this Agreement and made a part hereof and matters approved and deemed approved hereunder and assume the same, subject to the following (collectively, the "“Permitted Encumbrances"”): (a) the rights and interests held by tenants pursuant to the Leases (and any persons claiming under or through such tenants) under the Leases in effect at Closing (and any memoranda of lease relating thereto), in each case, as tenants only, with no rights or options to purchase the Land or Building or any part thereof; (b) Property Taxes (as hereinafter defined) which are a lien but not yet due and payable, subject to proration in accordance with Section 7; (b) 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 Property, provided that the same do not materially adversely affect the present use payable as of the PropertyClosing Date; (c) the Leases in effect at the Closing and the rights and interests held by tenants, as tenants only, under such Leases and all persons claiming by, through or under such tenants; provided, however, the foregoing is not intended to waive any condition to the Closing relating to the breach of any representation or warranty relating to Leases; (d) the terms and conditions of the Existing Loan Documents, provided that Owner shall be responsible for the payment of all sums secured by the Existing Loan Documents; (e) building codes and restrictions heretofore and hereafter adopted by any public agency; (f) right, lack of right or restrictions on the right of any owner of the Property to construct or maintain any vault or vaulted area in or under the sidewalks abutting the Property, any licensing statute, ordinance or regulation, and the terms of any license pertaining thereto, and any fees for vault space which may hereafter be assessed; (g) present and future zoning laws, ordinances, resolutions, orders and regulations of all municipal, county, state and federal governments having jurisdiction over the Property and the use thereof; (h) all municipal violations of record; (i) possible lack of or revocable nature of the right, if any, to maintain or use any space, facilities or appurtenances outside the building lines, whether on, over or under the land, including, without limitation, all vaults, signs and sidewalk openings; (j) any state of facts shown disclosed on the Survey (as hereinafter defined), but excluding any items objected to by Purchaser in accordance with this Agreement (unless Purchaser waived or shall be deemed to have waived its objection to such item in accordance with the terms of this Agreement) (collectively, the “Disclosed Survey Items”); (d) the standard printed exclusions from coverage contained in the ALTA form of owners title policy currently in use in the State of Washington, and covenants, restrictions, conditions, easements, reservations, agreements and rights of way of record but excluding any change since items objected to by Purchaser in accordance with this Agreement (unless Purchaser waived or shall be deemed to have waived its objection to such item in accordance with the date terms of such Survey that an accurate survey this Agreement), and also excluding any of the Property foregoing that can be removed upon the delivery of an Owner’s Title Affidavit (as hereinafter defined), if Purchaser elects to obtain an extended coverage Title Policy (as hereinafter defined); (e) any liens, encumbrances or a physical inspection thereof wouldother title exceptions approved by Purchaser in writing or which are deemed approved by Purchaser pursuant to this Agreement; (f) any laws, discloserules, including regulations, statutes, ordinances, orders or other legal requirements affecting the Premises, including, without limitation, all encroachments those relating to zoning and projections land use, so long as the foregoing are not made applicable to the Premises due to the breach of the Property upon or over streets or adjacent premises and all encroachments and projections on or over the Property or any variations between tax lot lines and lines of record title of the Property, provided that such changes do not render title unmarketableSeller’s covenants under this Agreement; (kg) any lien or encumbrance caused by Purchaser installment not yet due and payable as of the Closing Date of assessments imposed after the Effective Date and affecting the Premises or any portion thereof, so long as such assessments are not made applicable to the Premises due to the breach of its agentsany of Seller’s covenants under this Agreement; and (h) all other matters which, pursuant to the terms of this Agreement, are deemed “Permitted Encumbrances”.

Status of Title. Subject to the terms and provisions of this Agreement, on the Closing Date the Property for each Individual Premises, such Individual Premises shall be sold, assigned and conveyed by Seller to Purchaser (or the applicable Subsidiary Owner(s)), and Purchaser (or the applicable Subsidiary Owner(s)) shall accept the same, subject only to the exceptions listed on Exhibit 2 attached hereto and made a part hereof and matters approved and deemed approved hereunder and to the following (collectively, the "“Permitted Encumbrances"”): (a) the state of facts disclosed (the “Disclosed Survey Items”) on those certain surveys listed on Schedule 5(a) for the applicable Individual Premises (collectively, the “Survey”), which the parties acknowledge that Purchaser has received and reviewed, and any further state of facts which are not Disclosed Survey Items as a current survey(s) or private inspection(s) of the applicable Individual Premises would disclose, provided such further state of facts would not materially and adversely affect the current uses of the applicable Individual Premises; (b) the standard printed exclusions from coverage contained in the ALTA form of owner’s title policy currently in use in New York, with the standard New York endorsement, and all matters set forth on Schedules 5(b)-1, 5(b)-2 and 5(b)-3 for the applicable Individual Premises; (c) Non-Objectionable Encumbrances (as hereinafter defined); and any liens, encumbrances or other title exceptions approved or waived by Purchaser as provided in this Agreement; (d) Property Taxes (as hereinafter defined) which are a lien but not yet due and payable, subject to proration in accordance with Section 77 hereof; (be) any laws, rules, regulations, statutes, ordinances, orders or other legal requirements affecting the applicable Individual Premises, including, without limitation, all zoning, land use, building and environmental laws, rules, regulations, statutes, ordinances, orders or other legal requirements, including landmark designations and all zoning variance and special exceptions, if any; (f) all utility company rights, covenants, restrictions, easements and franchises for relating to electricity, water, steam, gas, telephone telephone, sewer 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 PropertyPremises, provided that that, in the case of any of the foregoing items which shall not be of record as of the date hereof, the same do not materially adversely affect the present use of the Propertyapplicable Individual Premises; (cg) any installment not yet due and payable of assessments imposed after the Leases in effect at date hereof and affecting the Closing and applicable Individual Premises or any portion thereof; (h) all Violations (as hereinafter defined) now or hereafter issued or noted; (i) the rights and interests held by tenants, as tenants only, under such the Leases in effect at Closing for the applicable Individual Premises and all persons others claiming by, through or under such tenants; provided, however, the foregoing is not intended to waive Leases (and any condition to the Closing non-disturbance agreements and memorandum of lease relating to the breach thereto of any representation record or warranty relating to Leasesas otherwise set forth on Schedule 5(b)) (it being understood that nothing contained in this Section 5(i) shall impair Seller’s obligations under Section 9(b) hereof); (dj) the terms and conditions consents by Seller or any former owner of all or a portion of the Existing Loan Documents, provided that Owner shall be responsible applicable Individual Premises for the payment erection of all sums secured by any structure or structures on, under or above any street or streets on which the Existing Loan Documentsapplicable Individual Premises may abut; (ek) building codes possible encroachments and/or projections of stoop areas, roof cornices, window trims, vent pipes, cellar doors, steps, columns and restrictions heretofore column bases, flue pipes, signs, piers, lintels, window xxxxx, fire escapes, satellite dishes, protective netting, sidewalk sheds, ledges, fences, coping walls (including retaining walls and hereafter adopted by any public agency; (f) rightyard walls), lack of right or restrictions on the right of any owner of the Property to construct or maintain any vault or vaulted area in or under the sidewalks abutting the Property, any licensing statute, ordinance or regulation, air conditioners and the terms of any license pertaining thereto, and any fees for vault space which may hereafter be assessed; (g) present and future zoning laws, ordinances, resolutions, orders and regulations of all municipal, county, state and federal governments having jurisdiction over the Property and the use thereof; (h) all municipal violations of record; (i) possible lack of or revocable nature of the rightlike, if any, to maintain or use any space, facilities or appurtenances outside the building lines, whether on, over under, or under the land, above any street or highway; (l) any lien or encumbrance (including, without limitation, all vaultsany mechanics’ lien or materialmen’s lien), signs and sidewalk openingsthe removal of which is the obligation of a tenant under a Lease (it being understood that nothing contained in this Section 5(l) impairs Seller’s obligations under Section 9(a) hereof); (jm) any state of facts shown on with respect to the Survey (as hereinafter defined)540 Madison Premises, and any change since the date of such Survey that an accurate survey of the Property or a physical inspection thereof would, disclose, including without limitation, all encroachments and projections of the Property upon or over streets or adjacent premises and all encroachments and projections on or over the Property or any variations between tax lot lines and lines of record title of the Property, provided that such changes do not render title unmarketable;540 Madison Ground Lease; and (kn) any lien or encumbrance caused by Purchaser or any all other matters which, pursuant to the terms of its agentsthis Agreement, are deemed Permitted Encumbrances.

Status of Title. Subject to the terms and provisions of this Agreement, on Seller’s interest in the Closing Date the Property Premises shall be sold, assigned, and conveyed by Seller to Purchaser, and Purchaser shall accept and assume same, subject only to the exceptions listed on Exhibit 2 attached hereto and made a part hereof and matters approved and deemed approved hereunder and to the following (collectively, the "“Permitted Encumbrances")::” (a) Property Taxes the state of facts disclosed (the “Disclosed Survey Items”) on the survey performed by Xxxx X. Xxxxxx-X.X. Xxxxxxx, Inc., dated May 17, 2001 and last updated by visual examination on November 15, 2007 by Xxxxxxxxx Surveying, P.C. (the “Survey”), and any further state of facts which are not Disclosed Survey Items that an accurate update of the Survey of the Premises would disclose, unless such further state of facts is attributable to a lien but not yet due and payablecondition that was created or consented to by Seller subsequent to November 15, 2007 without the approval of Tenant. (b) the standard printed exclusions contained in the ALTA form of owner’s title policy currently in use in New York with Standard New York endorsement as same may be modified in reliance upon Seller’s Title Affidavit (as hereinafter defined); (c) those specific items described on Schedule B hereto; (d) property taxes, subject to proration in accordance with Section 77 hereof; (be) any laws, rules, regulations, statutes, ordinances, orders or other legal requirements affecting the Premises, including, without limitation, all zoning, land use, building and environmental laws, rules, regulations, statutes, ordinances, orders or other legal requirements, including landmark designations and all zoning variance and special exceptions, if any; (f) any public utility company rights, easements and franchises for relating to electricity, water, steam, gas, telephone telephone, sewer 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 PropertyPremises, provided that if unrecorded the same do not neither (i) materially adversely affect the present use of the PropertyProperty or any material portion thereof, nor (ii) are first created or affirmatively consented to by Seller (without the consent of Purchaser, as set forth in subsection (m) below) on or after the date hereof; (cg) 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 (as hereinafter defined) now or hereafter issued or noted; (i) the Leases rights of the Tenant under the Sotheby’s Lease, and subordinate interests thereunder held by subtenants under any subleases, licenses or occupancy agreements in effect at the Closing and the rights and interests held by tenants, as tenants only, under such Leases and all persons others claiming by, through or under such tenants; providedsubleases, howeverlicenses or occupancy agreement, the foregoing is not intended to waive and any condition to the Closing non-disturbance agreements and memorandum of lease relating to the breach any of any representation or warranty relating to Leasesthem; (dj) the terms and conditions consents by Seller or any former owner of all or a portion of the Existing Loan Documents, provided that Owner shall be responsible Premises for the payment erection of all sums secured by any structure or structures on, under or above any street or streets on which the Existing Loan DocumentsPremises may abut; (ek) building codes possible encroachments and/or projections of stoop areas, roof cornices, window trims, vent pipes, cellar doors, steps, columns and restrictions heretofore column bases, flue pipes, signs, piers, lintels, window xxxxx, fire escapes, satellite dishes, protective netting, sidewalk sheds, ledges, fences, coping walls (including retaining walls and hereafter adopted by any public agency; (f) rightyard walls), lack of right or restrictions on the right of any owner of the Property to construct or maintain any vault or vaulted area in or under the sidewalks abutting the Property, any licensing statute, ordinance or regulation, air conditioners and the terms of any license pertaining thereto, and any fees for vault space which may hereafter be assessed; (g) present and future zoning laws, ordinances, resolutions, orders and regulations of all municipal, county, state and federal governments having jurisdiction over the Property and the use thereof; (h) all municipal violations of record; (i) possible lack of or revocable nature of the rightlike, if any, to maintain or use any space, facilities or appurtenances outside the building lines, whether on, over under, or under above any street or highway, the land, Premises or any adjoining property unless attributable to a condition created or consented to by Seller subsequent to the date hereof without the approval of Tenant; (l) any lien or encumbrance (including, without limitation, all vaultsany mechanics’ lien or materialmen’s lien), signs and sidewalk openings;the removal of which is the obligation of the Tenant under the Sotheby’s Lease or which Tenant affirmatively created, consented to or permitted; and (jm) any state of facts shown on the Survey (as hereinafter defined)liens, and any change since the date of such Survey that an accurate survey of the Property encumbrances or a physical inspection thereof wouldother title exceptions expressly approved in writing by Purchaser, disclose, including without limitation, all encroachments and projections of the Property upon or over streets or adjacent premises and all encroachments and projections on or over the Property or any variations between tax lot lines and lines of record title of the Property, provided that such changes do not render title unmarketable; (k) any lien or encumbrance caused waived by Purchaser or any pursuant to and in accordance with the terms of its agentsthis Agreement.