EFTA00611219.pdf

154 — Compact of tato for Now York offko. commercial and mulel-funkly imattallal promos. 7.06 Ontibuled be Itiobli*cekte.Inc Pubkhei MC 10013 www blumbsrg corn CONTRACT a WE—OfVICE COMMERCIAL AND MULTI.TAAM. Y RUDY/741AL PREMISES a1001 This ken was onpaally wpm/ by the Commieco Rai hornyof*. Aso:gown &the Bar of the C ay of New York Contract of Sale —Office. Commercial and Multi-Family Residential Premises Table of Contents Section 1. Sale of Premises and Acceptable Title 1 Section 10. Seller's Closing Obligations 5 Section 2. Purchase Price, Acceptable Funds, Section 11. Purchaser's Closing Obligations 5 Existing Mortgages, Purchase Money Section 12. Apportionments 5 Mortgage, Escrow of Downpayment Section 13. Objections to Title. Failure of and Foreign Persons 1 Seller or Purchaser to Perform Section 3. The Closing 2 and Vendee's Lien 6 Section 4. Representations and Warranties Section 14. Broker 6 of Seller 2 Section 15. Notices 6 Section 5. Acknowledgments, Representations Section 16. Limitations on Survival of and Warranties of Purchaser 3 Representations, Warranties, Section 6. Seller's Obligations as to Leases 4 Covenants and other Obligations 6 Section 7. Responsibility for Violations 4 Section 17. Due Diligence Period 6 Section 8. Destruction. Damage or Condemnation 4 Section 18. Miscellaneous Provisions 7 Section 9. Covenants of Seller 4 CONTRACT dated Apr i 1 11, 2013 between 484 Greenwich Street, Inc. 484 Greenwich Street New York, New York 10013 ("Seller") and ("Purchaser"). Premises: Street Address: 484 Greenwich Street City or Town: New York County New York State of New York Seller and Purchaser hereby covenant and agree as follows: Section 1. Sale of Premises and Acceptable Title §1.01. Seller shall sell to Purchaser, and Purchaser shall pur- Res:*** g en Pon.k.kenr fnr chase from Seller, at the price and upon the terms and conditions set forth in this contract: (a) the parcel of land more particularly seeps ehni --eh --. capinr-. by P"-'hp. -ec-hati•ntional under it described in Schedule A attached hereto ("Land"); (b) all buildings er delayed. ueli reeeflrw hall ti dnmeil and improvements situated on the Land (collectively, "Building"): to hove teen givcn. (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 Section 2. Purchase Price, Acceptable Fonds, Existing taking by condemnation or any damage to the Land by reason of a Mortgages, Purchase Money Mortgage. Escrow change of grade of any street or highway;(d) the appurtenances and of Downpayment and Foreign Persons all the estate and rights of Seller in and to the Land and Building; §2.01. The purchase price ("Purchase Prior") to be paid by and (e) all right, title and interest of Seller, if any, in and to the Purchaser to Seller for the Premises as provided in Schedule C fixtures, equipment and other personal property attached or appur- attached hereto is S 11, 000, 000 . 00 tenant to the Building (collectively. "Premises"). For purposes of this contract, "appurtenances" shall include all right, title and inter- est 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 §2.02. All monies payable under this contract, unless other- any leases entered into by Seller between the date of this contract wise specified in this contract, shall be paid by (a) certified checks and the Closing (as hereinafter defined): (ii) the Service Contracts of Purchaser or any person making a purchase money loan to (as hereinafter defined); (iii) plans, specifications, architectural and Purchaser drawn on any bank or trust company having a banking engineering drawings. prints, surveys, soil and substrata studies office in the City of New York and which is a member of the New relating to the Land and the Building in Seller's possession: (iv) all York Clearing House Association or (b) official bank checks drawn operating manuals and books, data and records regarding the Land by any such banking institution, payable to the order of Seller, and the Building and its component systems in Seller's possession: except that uncertified checks of Purchaser payable to the order of (v) all licenses, permits, certificates ofoccupancy and other approv- Seller up to the amount of one-half of one percent of the Purchase als issued by any state, federal or local authority relating to the Price shall be acceptable for sums payable to Seller at the Closing. use, maintenance or operation of the Land and the Building to the or (e) with respect to the portion of the Purchase Price payable at extent that they may be transferred or assigned: (vi) all warranties the Closing, at Seller's election, by wire transfer of immediately or guaranties. if any, applicable to the Building, to the extent such available federal funds to an account designated by Seller not less warranties or guaranties are assignable: • (";;) "" than three business days prior to the Closing. §2.03. 44).1 0"•1 •"b- The Premises are located at or known as by Purchaser subject to one or more existing mortgages (c lively, "Existing Mortgage(s)"). the amounts specified in edule 484 Greenwich Street, New York, NY C with reference thereto may be approximate. If at t osing the Block 595, Lot 84 aggregate principal amount of the Existing M • Q. as reduced by payments required thereunder prior to the ng, is less than the aggregate amount of the Existing Mo e(s) as specified in Schedule C, the difference shall be ad o the monies payable at §1.02. Seller shall convey and Purchaser shall accept fee the Closing, unless otherwise cxpr provided herein. simple title to the Premises in accordance with the terms of this (b) If any of the meats constituting the Existing contract. subject only to: (a) the matters set forth in Schedule B Mortgage(s) or the note(s) ed thereby prohibits or restricts the attached hereto (collectively, "Permitted Exceptions"); and (b) such conveyance of the Pre ' a or any part thereof without the prior other matters as (i) the title insurer specified in Schedule D attached consent of the hol or holders thereof ("Mortgagee(s)") or con- hereto (or if none is so specified. then any title insurer licensed to do fers upon the gagee(s) the right to accelerate payment of the business by the State of New Yost) shall be willing, without special indebtednes • to change the terms of the Existing Mortgage(s) premium. to omit as exceptions to coverage or to except with insur- in the c t that a conveyance is made without consent of the ance against collection out of or enforcement against the Premises M gee(s). Seller shall notify such Mortgagee(s) of the pro- 41$11244-Sbaa.baaocaptaLby-aay-loadarAssaibed4re-Sectiatait conveyance to Purchaser within 10 days after execution and EFTA00611219  §2.05. (a) If the sum paid under paragraph (a) of Schedule C thereto. Seller and Purchaser shall famish the Mortgagcrts) or any other sums paid on account of the Purchase Price prior to the such information as may reasonably be required in connecti • with Closing (collectively. "Downpayment") are paid by check or checks such request and shall otherwise cooperate with such gagee(s) drawn to the order of and delivered to Seller's attorney or another and with each other in an effort expeditiously to p re such con- escrow agent ("Escrowed. the Escrowee shall hold the proceeds sent. but neither shall be obligated to make any • ent to obtain thereof in escrow in a special bank account (or as otherwise agreed such consent. If such Mortgagecis) shall fail fuse to grant such in writing by Seller, Purchaser and Escrowee) until the Closing or consent in writing on or before the date . orth in Schedule D or sooner termination of this contract and shall pay over or apply such shall require as a condition of the g of such consent (i) that proceeds in accordance with the terms of this section. Escrowee additional consideration be paid • Mortgagerts) and neither need not hold such proceeds in an interest-bearing account, but if Seller nor Purchaser is willing ay such additional consideration any interest is earned thereon, such interest shall be paid to the same or (ii) that the terms of the xisting Mortgagt(s) be changed and party entitled to the escrowed proceeds. and the party receiving Purchaser is unwilling t ept such change, then unless Seller and such interest shall pay any income taxes thereon. The tax identifi- Purchaser mutually to extend such date or otherwise modify cation numbers of the parties are either set forth in Schedule D or the terms of this ontract. Purchaser may terminate this contract shall be furnished to Escrowee upon request. At the Closing, such in the man •rovidal in §13.02. If Schedule C provides for a proceeds and the interest thereon. ifany, shall be paid by Escrowce Purchase ey Mortgage (as defined in §2.04), Seller may also to Seller. If for any reason the Closing does not occur and either rennin this contract in the manner provided in §13.02 if any of the party makes a written demand upon Escrowee for payment of such fo • ing circumstances occur or if Seller is unwilling to accept any amount. Escrowee shall give written notice to the other party of eh change in the terms of the Existing Mortgage(s). such demand. If Escrowee does not receive a written objection from the other party to the proposed payment within 10 business days §2.04. after the giving of such notice. Escrowee is hereby authorized to of the Purchase Price by execution and delivery to Seller of make such payment. If Escrowee does receive such written objec- note secured by a purchase money mortgage ("Purchase Mont tion within such 10 day period or if for any other reason Escrowee Mortgage), such note and Purchase Money Mortgage shall in good faith shall elect not to make such payment. Escrowce shall drawn by the attorney for the Seller on the most recent forms of continue to hold such amount until otherwise directed by written New York Board of Title Underwriters (or its successor) for n • es instructions from the Estes to this contract or a final judgment and for mortgages of like lien, as modified by this contract. A the of a court. However. Escrowee shall have the right at any time to Closing. Purchaser shall pay the mortgage recording tax and re ord- deposit the escrowed proceeds and interest thereon, if any, with ing fees therefor and the filing fees for any financing slat• ents the clerk of the Supreme Court of the county in which the Land is delivered in connection therewith. located. Escrowee shall give written notice of such deposit to Seller (b) If Schedule C provides for the accep of title and Purchaser. Upon such deposit Escrowee shall be relieved and by Purchaser subject to Existing Mortgage(s) prior in li to the discharged of all further obligations and responsibilities hereunder. Purchase Money Mortgage. the Purchase Money Mort ge shall (b) The parties acknowledge that Escrowee is acting provide that it is subject and subordinate to the li s) of the solely as a stakeholder at their request and for their convenience. Existing Mortgage(s) and shall be subject and subordi to to any that Escrowee shall not be deemed to be the agent of either of the extensions, modifications, renewals, consolidations, sum iitutions or parties, and that Escrowee shall not be liable to either of the parties replacements thereof (collectively. "Refinancing" or 'Refinanced for any act or omission on its part unless taken or suffered in bad Mortgage"), provided that (i) the rate of interest able under a faith. in willful disregard of this contract or involving gross negli- Refinanced Mortgage shall not be greater than t specified in gence. Seller and Purchaser shall jointly and severally indemnify Schedule f) as the Maximum Interest Rate or, i no Maximum and hold Escrowee harmless from and against all costs. claims and Interest Rate is specified in Schedule D. shall no be greater than expenses. including reasonable attorneys' fees, incurred in connec- the rate of interest that was payable on the refine indebtedness tion with the performance of Escrowee's duties hereunder, except immediately prior to such Refinancing, and (i if the principal with respect to actions or omissions taken or suffered by Eserowee amount of the Refinanced Mortgage plus the • incipal amount of in bad faith, in willful disregard of this contract or involving gross other Existing Mortgage(s), if any, remaining fter placement of a negligence on the pan of Escrowee. Refinanced Mortgage exceeds the amount of incipal owing and (c) Escrowee has acknowledged agreement to these unpaid on all mortgages on the Premises su, rior to the Purchase provisions by signing in the place indicated on the signature page Money Mortgage immediately prior to the financing, an amount of this contract. equal to the excess shall be paid at the clo tang of the Refinancing (d) If Escrowee is Seller's attorney. Escrowee or any to the holder of the Purchase Money •rtgage in reduction of member of its firm shall be permitted to act as counsel for Seller principal payments due thereunder in i one order of maturity. in any dispute as to the disbursement of the Downpayment or any The Purchase Money Mortgage shall fu er provide that the holder other dispute between the parties whether or not Escrowee is in pos- thereof shall, on demand and withou charge therefor. execute. session of the Downpayment and continues to act as Escrowee. acknowledge and deliver any agreeme • or agreements reasonably (e) Escrowee may act or refrain from acting in respect required by the mortgagor to confirm ch subordination. of any matter referred to in this §2.05 in MI reliance upon and (c) The Purchase Mon Mortgage shall contain the with the advice of counsel which may be selected by it (including following additional provisions: any member of its firm) and shall be fully protected in so acting or (i) "The mortgagor or any owner of the mortgaged refraining from action upon the advice of such counsel. premises shall have the right to • y the entire unpaid indebted- ness together with accrued interns but without penalty, at any time §2.06. In the event that Seller is a "foreign person". as defined on or after [insert the day followi g the last day of the fiscal year of in Internal Revenue Code Section 1445 and regulations issued the mortgagee in which the C g occurs or. if a Prepayment Date thereunder (collectively, the "Code Withholding Section"). or in is specified in Schedule D. the . • cified Prepayment Date]. on not the event that Seller fails to deliver the certification of non-foreign less than 10 days' written noti to the holder hereof." status required under §10.12(e). or in the event that Purchaser is not (ii) "Notwiths •ing anything to the contrary con- entitled under the Code Withholding Section to rely on such certifi- tained herein, the obligati • of the mortgagor for the payment of cation, Purchaser shall deduct and withhold from the Purchase Price the indebtedness and fort performance of the terms, covenants a sum equal to ten percent (10%) thereof and shall at Closing remit and conditions contained rein and in the note secured hereby is the withheld amount with Forms 8288 and 8288A or any successors limited solely to recourse gainst the property secured by this mort- thereto) to the Internal Revenue Service; and if the cash balance of gage, and in no event s II the mortgagor or any principal of the the Purchase Price payable to Seller at the Closing after deduction mortgagor, disclosed or mdisclosed, be personally liable for any of net adjustments, apportionments and credits (if any) to be made breach of or default u r the note or this mortgage or for any defi- or allowed in favor of Seller at the Closing as herein provided is less ciency resulting from through any proceedings to foreclose this than ten percent (10%) of the Purchase Price. Purchaser shall have mortgage. nor shall a y deficiency judgment, money judgment or the right to terminate this contract, in which event Seller shall refund other pert.onalju be sought Of entered against the mortgagor the Downpayment to Purchaser and shall reimburse Purchaser for or any principal o t e mortgagor, disclosed or undisclosed, but the title examination and survey costs as if this contract were terminated foregoing shall not dversely affect the lien of this mortgage or the pursuant to *13.02. The nght of termination provided for in this mortgagee's right f foreclosure." §2.06 shall be in addition to and not in limitation of any other rights (iii) n addition to performing its obligations under or remedies available to Purchaser under applicable law. applicable law. mortgagee, if other than one of the institutions listed in Sarno 274-a, agrees thnt, within IC days after written Section 3. The Closing request by the • ortgagor, but not more than twice during any period of 12 consecu ve months• it will execute, acknowledge and deliver §3.01. Except as otherwise provided in this contract, the without cha a certificate of reduction in recordable form (a) closing of title pursuant to this contract ("Closing") shall take place certifying is (1) the then unpaid principal balance of the indebt- on the scheduled date and time of closing specified in Schedule D edness sec • hereby. (2) the maturity date thereof. (3) the rate of (the actual date of the Closing being herein referred to as "Closing interest. (4 the last date to which interest has been paid and (5) the Date") at the place specified in Schedule D. amount o any escrow deposits then held by the mortgagee. and (b) stating. the knowledge of the mortgagee, whether there are any a Section 4. Representations and Warranties of Seller alleged • faults hereunder and, if so. specifying the nature thereof? Seller represents and warrants to Purchaser as follows: (iv) "All notices required or desired to be given under §4.01. Unless otherwise provided in this contract. Seller is this rtgage shall be in writing and shall be delivered personally the sole owner of the Premises. or II be sent by prepaid registered or certified mail, addressed to l mortgagor and mortgagee at the addresses specified in this §4.02. If the Premises arc encumbered by an Existing mo gage or to such other parties or at such other addresses, not Mortgage(s), no written notice has been received from the ex • ceding two, as may be designated in a notice given to the other Mortgagees) asserting that a default or breach exists thereunder or parties in accordance with the provisions hereof" which remains uncured and no such notice shall have been received (v) The additional provisions, if any. specified in a and remain uncured on the Closing Date. If copies of docu- der hereto. ments constituting the Existing Mortgage(s) and note(s) secured thereby have been exhibited to and initialed by Purchaser or its EFTA00611220  representative. such copies are true copies of the originals and the has been exhibited to and initialed by Purchaser or its representa- Existing Mortgage(s) and note(s) secured thereby have not been tive. such copy is a true copy of the original and such certificate has modified or amended except as shown in such documents. not been amended, but Seller makes no representation as to compli- §4.03. The information concerning written leases (which ance with any such certificate. together with all amendments and modifications thereof are col- lectively referred to as "Leases") and any tenancies in the Premises §4.10. The assessed valuation and real estate taxes set forth not arising out of the Leases (collectively. "Tenancies") set forth in Schedule O, if any. are the assessed valuation of the Premises in Schedule E attached hereto ("Rent Schedule") is accurate as of and the taxes paid or payable with respect thereto for the fiscal the date set forth therein or, if no date is set forth therein, as of the year indicated in such schedule. Except as otherwise set forth in date hereof, and there arc no Leases or Tenancies of any space in Schedule D. there are no tax abatements or exemptions affecting the the Premises other than those set forth therein and any subleases or Premises. subtenancies. Except as otherwise set forth in the Rent Schedule or elsewhere in this contract: §4.I I. Except as otherwise set forth in n schedule attached (a) all of the Leases arc in full force and effect and hereto, if any, if the Premises are used for residential purposes. none of them has been modified, amended or extended: each apartment contains a range and a refrigerator, and all of the (b) no renewal or extension option or options for addi- ranges and refrigerators and all of the items of personal property tional space have been granted to tenants; (or replacements thereof) listed in such schedule, if any, are and on (c) no tenant has an option to purchase the Premises the Closing Date will be owned by Seller free of liens and encum- or a right of first refusal or first offer with respect to a sale of the brances other than the heals) of the Existing Mortgage(s), if any. Premises: (d) the rents set forth are being collected on a current §4.12. Seller has no actual knowledge that any incinerator. basis and there are no antarages in excess of one month; boiler or other homing equipment on the Premises is being operated (e) no tenant is entitled to rental concessions or abate- in violation of applicable law. If copies of a certificate or certifi- ments for any period subsequent to the scheduled date of closing: cates of operation therefor have been exhibited to and initialed by (n Seller has not sent written notice to any tenant Purchaser or its representative. such copies arc true copies of the claiming that such tenant is in default, which default remains originals uncured: (g) no action or proceeding instituted against Seller by any tenant of the Premises is presently pending in any court, except §4.I3. Except as otherwise set forth in Schedule D, Seller with respect to claims involving personal injury or properly damage has no actual knowledge of any assessment payable in annual which are covered by insurance; installments, or any part thereof, which has become a lien on the (h) there are no security deposits other than those set Premises. forth in the Rent Schedule: (i) true and complete copies of the Leases have been §4.I4. Seller is not a "foreign person" as defined in the Code delivered to Purchaser or its counsel and initialed by representatives Withholding Section. of Purchaser and Seller: 0) the tenants under the Leases are in actual possession of the space demised; §4.15. Sensitise New York Corp. (k) Seller has performed all of the landlord's obliga- that has been duly organized and is validly and presently existing in tions under the Leases and no notice of any default of the landlord good standing under the laws of the state of its formation. under the Leases has been given or to the knowledge of Seller is pending; §4.16. Seller has taken all necessary action to authorize the (I) to the best of Seller's knowledge, no action or execution, delivery and performance of this contract and has the proceeding, voluntary or involuntary, is pending against any tenant power and authority to execute. deliver and perform this contract under any bankruptcy or insolvency act: and and consummate the transaction contemplated hereby. Assuming (n) no leasing commissions are due or owing with due authorization, execution and delivery by each other party here- respect to any of the Leases. to, this contract and all obligations of Seller hereunder are the legal. valid and binding obligations of Seller. enforceable in accordance If any Leases which have been exhibited to and initialed by with the terms of this contract, except as such enforcement may be Purchaser or its representative contain provisions that arc incon- limited by bankruptcy, insolvency, reorganization or other similar sistent with the foregoing representations and warranties, such laws affecting the enforcement of creditors' rights generally and by representations and warranties shall be deemed modified to the general principles of equity (regardless of whether such enforce- extent necessary to eliminate such inconsistency and to conform ability is considered in a proceeding in equity or at law). such representations and warranties to the provisions of the Leases. §4.17. The execution and delivery of this contract and the §4.04. If the Premises or any part thereof are subject to the performance of its obligations hereunder by Seller will not conflict New York City Rent Stabilization Law. Seller is and on the Closing with any provision ofany law or regulation to which Seller is subject Date will be a member in good standing of the Real Estate Industry or any agreement or instrument to which Seller is a party or by which Stabilization Association, and, except as otherwise forth in the Rent it is bound or any order or decree applicable to Seller or result in the Schedule, there are no proceedings with any tenant presently pend- creation or imposition of any lien on any of Seller's assets or prop- ing before the Conciliation and Appeals Board or the New York erty which would materially and adversely affect the ability of Seller State Division of Housing and Community Renewal in which a to carry out the terms of this contract. Seller has obtained any con tenant has alleged an overcharge of rent or diminution of services sent. approval. authorization or order of any court or governmental or similar grievance, and there are no outstanding orders of the agency or body required for the execution. delivery or performance Conciliation and Appeals Board or the New York State Division by Seller of this contract. of Housing and Community Renewal that have not been complied with by Seller. §4.I8. There are no pending proceedings or appeals to cor- rect or reduce the assessed valuation of the Premises. §4.05. If the Premises or any part thereof are subject to the New York City Emergency Rent and Rehabilitation Law, the rents For purposes of this Section, the phrase "to Seller's knowledge" shown are not in excess of the maximum collectible rents, and, shall mean the actual knowledge of Seller except as otherwise set forth in the Rent Schedule, no tenants are without any special investigation. entitled to abatements as senior citizens, there are no proceedings The representations and warranties made by Seller in this contract presently pending in which a tenant has alleged an overcharge of shall be deemed restated and shall be true and accurate on the rent or diminution of services or similar grievance, and there are no Closing Date. outstanding orders that have not been complied with by Seller. Section 5. Acknowledgments, Representations and 44.06. If an insurance schedule is attached hereto, such sched- Warranties of Purchaser ule lists all insurance policies presently affording coverage with Purchaser acknowledges that respect to the Premises. and the information contained therein is accu- §5.01. Purchaser has inspected the Premises, is fully familiar rate as of the date set forth therein or, if no date is set forth therein, as with the physical condition and state of repair thereof, and, sub- of the date hereof. ject to the provisions of §7.01. §8.01. and *9.04. shall accept the Premises "as is" and in their present condition, subject to reason §4.07. If a payroll schedule is attached hereto, such schedule able use, wear, tear and natural deterioration between now and the lists all employees presently employed at the Premises, and the Closing Date, without any reduction in the Purchase Price for any information contained therein is accurate as of the date set forth change in such condition by reason thereof subsequent to the date therein or. if no date is set forth therein, as of the date hereof, of this contract. and, except as otherwise set forth in such schedule, none of such employees is covered by a union contract and there are no retro- §5.02. Before entering into this contract. Purchaser has active increases or other accrued and unpaid sums owed to any made such examination of the Premises, the operation. income and employee. expenses thereof and all other matters affecting or relating to this transaction as Purchaser deemed necessary. In entering into this §4.08. If a schedule of service. maintenance, supply and contract. Purchaser has not been induced by and has not relied upon management contracts ("Service Contracts") is attached hereto. any representations, warranties or statements whether express or such schedule lists all such contracts affecting the Premises, and implied, made by Seller or any agent, employee or other representa- the information set forth therein is accurate as of the date set forth tive of Seller or by any broker or any other person representing or therein or. if no date is set forth therein, as of the date hereof. purporting to represent Seller, which are not expressly set forth in this contract. whether or not any such representations. warranties or §4.09. If a copy of a certificate of occupancy for the Premises statements were made in writing or orally. EFTA00611221  Purchaser represents and warrants to Seller that: of the GOL with respect to funds for which Seller was not liable. §5.03. The funds comprising the Purchase Price to be deliv- nnd (c) claims made pursuant to §7- I Oft of the GOL by tenants ered to Seller in accordance with this contract arc not derived from to whom Purchaser failed to give the written notice specified in any illegal activity. §7.108(c) of the GOL within thirty days after the Closing Date. The foregoing indemnity and agreement shall survive the Closing and §5.04. Purchaser has taken all necessary action to authorize shall be in lieu of any escrow permitted by §7-108(d) of the GOL. the execution, delivery and performance of this contract and has the and Purchaser hereby waives any right it may have to require any power and authority to execute, deliver and perform this contract such escrow. and the transaction contemplated hereby. Assuming due authoriza- tion. execution and delivery by each other party hereto, this contract Section 7. Responsibility for Violations and all obligations of Purchaser hereunder are the legal, valid and §7.01. Except as provided in §7.02 and §7.03. all notes or binding obligations of Purchaser, enforceable in accordance with notices of violations of law or governmental ordinances, orders or the terms of this contract, except as such enforcement may be lim- requirements which were noted or issued prior to the date of this ited by bankruptcy, insolvency, reorganization or other similar laws contract by any governmental department. agency or bureau hav- affecting the enforcement of creditors' rights generally and by gen- ing jurisdiction as to conditions affecting the Premises and all liens eral principles of equity (regardless of whether such enforceability which have attached to the Premises prior to the Closing pursuant is considered in a proceeding in equity or at law). to the Administrative Code of the City of New York. if applicable. shall be removed or complied with by Seller. If such removal or §5.05. The execution and delivery of' this contract and the compliance has not been completed prior to the Closing. Seller performance of its obligations hereunder by Purchaser will not con- shall pay to Purchaser at the Closing the reasonably estimated flict with any provision of any law or regulation to which Purchaser unpaid cost to effect or complete such removal or compliance, and is subject or any agreement or instrument to which Purchaser is Purchaser shall be required to accept title to the Premises subject a party or by which it is bound or any order or decree applicable thereto, except that Purchaser shall not be required to accept such to Purchaser or result in the creation or imposition of any lien on title and may terminate this contract as provided in §13.02 if (a) any of Purchaser's assets or property which would materially and Purchaser's Institutional Lender reasonably refuses to provide adversely affect the ability of Purchaser to carry out the terms of financing by reason thereof or (b) the Building is a multiple dwell- this contract. Purchaser has obtained any consent, approval, autho- ing and either (i) such violation is rent impairing and causes rent rization or order of any court or governmental agency or body to be unrecoverable under Section 302-a of the Multiple Dwelling required for the execution, delivery or performance by Purchaser of Law or (ii) a proceeding has been validly commenced by tenants this contract. and is pending with respect to such violation for a judgment direct- ing deposit and use of rents under Article 7-A of the Real Property Section 6. Seller's Obligations as to Leases Actions and Proceedings Law. All such notes or notices of viola- tions noted or issued on or after the date of this contract shall be the §6.01. Unless otherwise provided in a schedule attached to this contract, between the date of this contract and the Closing. sole responsibility of Purchaser. Seller shall not, without Purchaser's prior written consent, which consent shall not be unreasonably withheld: (a) amend, renew or §7.02. If the reasonably estimated aggregate cost to remove extend any Lase in any respect, unless required by law: (Is) grant a or comply with any violations or liens which Seller is required to written lease to any tenant occupying space pursuant to a Tenancy: remove or comply with pursuant to the provisions of §7.01 shall or (c) terminate any lease or Tenancy except by reason of a default exceed the Maximum Amount specified in Schedule D (or ifnone is by the tenant thereunder. so specified, the Maximum Amount shall be one-half ofone percent of the Purchase Price), Seller shall have the right to cancel this con- tract, in which event the sole liability of Seller shall be as set forth §6.02. Unless otherwise provided in a schedule attached to in §13.02, unless Purchaser elects to accept title to the Premises this contract, between the date of this contract and the Closing. subject to all such violations or liens in which event Purchaser shall Seller shall not permit occupancy of,or enter into any new lease for. he entitled to a credit of an amount equal to the Maximum Amount space in the Building which is presently vacant or which may here- after become vacant without first giving Purchaser written notice of against the monies payable at the Closing. the identity of the proposed tenant, together with (a) either a copy of the proposed lease or a summary of the tams thereof in reasonable §7.03. Regardless of whether a violation has been noted or detail and (b) a statement of the amount of the brokerage commis- issued prior to the date of this contract. Seller's failure to remove sion, if any, payable in connection therewith and the terms of pay- or fully comply with any violations which a tenant is required to ment thereof. If Purchaser objects to such proposed lease. Purchaser remove or comply with pursuant to the terms of its lease by reason shall so notify Seller within 4 business days after receipt of Seller's of such tenant's use or occupancy shall not be an objection to title. notice if such notice was personally delivered to Purchaser, or Purchaser shall accept the Premises subject to all such violations within 7 business days after the mailing of such notice by Seller without any liability of Seller with respect thereto or any abatement to Purchaser, in which case Seller shall not enter into the proposed of or credit against the Purchase Price, except that if Purchaser's lease. Unless otherwise provided in a schedule attach