BUYER'S FORM — DRAFT — PRIVILEGED & CONFIDENTIAL
PURCHASE AND SALE AGREEMENT
450 West 34th Street New York, New York 10001
Dated as of __________, 2026
Between
MERIDIAN GATEWAY HOLDINGS LLC a New York limited liability company
as Seller
and
BFO 450 WEST 34TH LLC a Delaware limited liability company
as Purchaser
Prepared by: Calderwood & Harkness LLP One Liberty Plaza, 38th Floor New York, New York 10006
C&H Matter No. 1026-00003
TABLE OF CONTENTS
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PURCHASE AND SALE AGREEMENT
THIS PURCHASE AND SALE AGREEMENT (this "Agreement") is made and entered into as of __, 2026 (the "Effective Date"), by and between:
MERIDIAN GATEWAY HOLDINGS LLC, a New York limited liability company, having its principal office at 1440 Broadway, Suite 2200, New York, New York 10018 ("Seller"),
and
BFO 450 WEST 34TH LLC, a Delaware limited liability company, having its principal office c/o Briarwood Family Office LLC, 680 Park Avenue, 9th Floor, New York, New York 10065 ("Purchaser").
Seller and Purchaser are sometimes referred to herein individually as a "Party" and collectively as the "Parties."
RECITALS
WHEREAS, Seller is the fee simple owner of that certain real property known as 450 West 34th Street, New York, New York 10001, designated on the Tax Map of the City of New York as Block 754, Lot 42, Borough of Manhattan, together with all improvements, fixtures, and appurtenances thereto, as more particularly described herein (the "Property");
WHEREAS, Purchaser desires to purchase the Property from Seller, and Seller desires to sell the Property to Purchaser, upon and subject to the terms and conditions set forth in this Agreement;
WHEREAS, Seller and Purchaser entered into that certain Letter of Intent dated March 14, 2026 (the "Letter of Intent"), which set forth the general terms and conditions upon which the Parties intended to negotiate and enter into this Agreement; and
WHEREAS, the Parties now desire to set forth the definitive terms and conditions governing the purchase and sale of the Property.
NOW, THEREFORE, in consideration of the mutual covenants and agreements hereinafter set forth, the Deposit, the sum of One Hundred Dollars ($100.00) in independent consideration, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:
ARTICLE I — DEFINITIONS
Section 1.1 — Defined Terms
As used in this Agreement, the following terms shall have the meanings set forth below:
"Additional Deposit" shall mean the sum of Three Million and 00/100 Dollars ($3,000,000.00), to be deposited by Purchaser with the Escrow Agent in accordance with Section 2.2(b).
"Appurtenant Rights" shall mean all right, title, and interest of Seller in and to all easements, licenses, rights-of-way, air rights, development rights, and appurtenances running with, belonging to, or in any way benefiting the Land or the Improvements, including, without limitation, all rights in and to any streets, alleys, passages, water courses, and other public or private ways adjacent to the Land.
"Assignment of Leases" shall mean the assignment and assumption of leases, together with all security deposits and prepaid rents, in the form attached hereto as Exhibit C, pursuant to which Seller shall assign, and Purchaser shall assume, all of Seller's rights, obligations, and liabilities as landlord under the Leases, to the extent arising from and after the Closing Date.
"Bill of Sale" shall mean the bill of sale in the form attached hereto as Exhibit D, transferring all Personal Property from Seller to Purchaser.
"Block/Lot" shall mean Block 754, Lot 42, Borough of Manhattan, City and County of New York, State of New York, as shown on the Tax Map of the City of New York.
"Building" shall mean the approximately one hundred eighty-six thousand four hundred (186,400) gross square foot, fourteen (14)-story plus cellar mixed-use building situated on the Land, originally constructed in approximately 1928 and substantially renovated during the period from 2016 through 2020, including all fixtures, systems, and equipment constituting a part thereof.
"Business Day" shall mean any day other than a Saturday, Sunday, or any day on which commercial banks located in New York, New York are authorized or required by law, regulation, or executive order to close. If any period of time or deadline set forth in this Agreement shall expire or fall on a day that is not a Business Day, such period or deadline shall automatically be extended to the next succeeding Business Day.
"Closing" shall mean the consummation of the purchase and sale transaction contemplated by this Agreement, including the delivery of the Deed, the payment of the Purchase Price, and the delivery of all other closing documents as described in Article XI.
"Closing Date" shall mean June 30, 2026, or such earlier or later date as the Parties may mutually agree in writing; provided, however, that in no event shall the Closing Date be later than the Outside Date.
"Deed" shall mean the bargain and sale deed with covenant against grantor's acts, in the form attached hereto as Exhibit A, to be executed by Seller and delivered to Purchaser at Closing, conveying fee simple title to the Land and Improvements subject only to the Permitted Exceptions.
"Deposit" shall mean, collectively, the Initial Deposit and the Additional Deposit, together with all interest earned thereon held by the Escrow Agent.
"Due Diligence Period" shall mean the period commencing on the Effective Date and expiring at 5:00 p.m. Eastern Time on the date that is forty-five (45) calendar days after the Effective Date. For the avoidance of doubt, if the Effective Date is April 11, 2026, the Due Diligence Period shall expire at 5:00 p.m. Eastern Time on May 26, 2026. If the last day of the Due Diligence Period falls on a day that is not a Business Day, the Due Diligence Period shall expire at 5:00 p.m. Eastern Time on the next succeeding Business Day.
"Earnest Money Escrow Agreement" shall mean that certain escrow agreement to be entered into by Seller, Purchaser, and the Escrow Agent, substantially concurrently with the execution of this Agreement, governing the holding and disbursement of the Deposit by Prestige Escrow Services LLC.
"Effective Date" shall mean the date upon which this Agreement has been fully executed and delivered by both Seller and Purchaser.
"Environmental Laws" shall mean all federal, state, and local laws, statutes, regulations, ordinances, rules, and requirements (including, without limitation, the Comprehensive Environmental Response, Compensation, and Liability Act (42 U.S.C. §9601 et seq.), the Resource Conservation and Recovery Act (42 U.S.C. §6901 et seq.), the Clean Water Act (33 U.S.C. §1251 et seq.), and the New York Environmental Conservation Law) relating to the protection of the environment, human health, or the regulation, generation, storage, treatment, disposal, release, or threatened release of Hazardous Materials.
"Escrow Agent" shall mean Prestige Escrow Services LLC, located at 1 Penn Plaza, Suite 4500, New York, New York 10119, or any successor escrow agent appointed in accordance with Article XIV.
"Existing Mortgage" shall mean that certain mortgage in favor of Eastbridge Commercial Bank, N.A., recorded on April 14, 2011, in the Office of the City Register of the City of New York, New York County, in the original principal amount of Forty-One Million One Hundred Thousand and 00/100 Dollars ($41,100,000.00), and all related documents, including, without limitation, the mortgage note, any assignment of rents and leases, any UCC-1 Financing Statement, and all amendments, modifications, and extensions thereof. The estimated payoff amount of the Existing Mortgage as of the anticipated Closing Date is approximately Twenty-Eight Million Seven Hundred Thousand and 00/100 Dollars ($28,700,000.00).
"Existing Survey" shall mean the ALTA survey of the Land and Improvements prepared by Clearview Land Surveyors Inc., dated March 2, 2011.
"FIRPTA Certificate" shall mean the non-foreign person certification and affidavit, in the form attached hereto as Exhibit E, to be executed and delivered by Seller at Closing, confirming that Seller is not a "foreign person" within the meaning of Section 1445 of the Internal Revenue Code.
"Hazardous Materials" shall mean any substance, material, waste, chemical, compound, pollutant, or contaminant listed or defined as hazardous, toxic, or dangerous under any Environmental Laws, including, without limitation, petroleum and petroleum products, asbestos and asbestos-containing materials, polychlorinated biphenyls, lead-based paint, mold, radon, and radioactive materials.
"Improvements" shall mean the Building and all other structures, fixtures, and improvements situated on or affixed to the Land, including all building systems (mechanical, electrical, plumbing, HVAC, fire protection, life safety, and elevator systems), parking areas, landscaping, sidewalks, and any other improvements of any kind or nature.
"Initial Deposit" shall mean the sum of Six Million and 00/100 Dollars ($6,000,000.00), to be deposited by Purchaser with the Escrow Agent in accordance with Section 2.2(a).
"Intangible Property" shall mean all intangible personal property owned by Seller and used in connection with the ownership, operation, leasing, or management of the Property, including, without limitation, trade names and trade marks associated with the Property (other than any name including the word "Meridian"), permits, licenses, certificates of occupancy, warranties, guaranties, telephone numbers, websites, domain names, plans and specifications, architectural and engineering drawings, as-built drawings, surveys, reports, and studies, and all goodwill associated therewith.
"Land" shall mean that certain parcel of land known as and by the street address of 450 West 34th Street, New York, New York 10001, designated as Block 754, Lot 42, Borough of Manhattan, City and County of New York, State of New York, as more particularly described by metes and bounds in Exhibit B attached hereto.
"Leases" shall mean all leases, subleases, licenses, occupancy agreements, and other agreements for the use or occupancy of any portion of the Property, including, without limitation, the Major Leases and the Residential Leases, together with all amendments, modifications, supplements, extensions, renewals, and guarantees thereof, in each case as set forth on Schedule 5.1.
"Major Leases" shall have the meaning set forth in Section 5.1, and shall include those commercial leases listed in the table set forth therein.
"Management Agreement" shall mean that certain property management agreement between Seller (or its predecessor in interest) and Atlas Urban Management Corp., as property manager, with a term through December 31, 2027, providing for a management fee equal to four percent (4.0%) of the effective gross income of the Property, together with all amendments and modifications thereto.
"Outside Date" shall mean July 31, 2026. If the Closing has not occurred by the Outside Date for any reason (other than a Party's exercise of a right to extend the Closing Date as expressly provided herein), either Party may terminate this Agreement in accordance with Article IX or Article XIII, as applicable.
"Permitted Exceptions" shall have the meaning set forth in Section 4.3.
"Personal Property" shall mean all tangible personal property owned by Seller and located at, and used exclusively or primarily in connection with, the ownership, operation, management, or maintenance of the Property, including, without limitation, furniture, fixtures, equipment, appliances, supplies, tools, machinery, and other articles of personal property situated in or on the Property as of the Closing Date, but excluding any personal property owned by tenants or third-party service providers.
"Property" shall mean, collectively, (i) the Land, (ii) the Improvements, (iii) the Appurtenant Rights, (iv) the Personal Property, and (v) the Intangible Property.
"Purchase Price" shall mean One Hundred Twenty Million and 00/100 Dollars ($120,000,000.00), subject to adjustment in accordance with Article VIII.
"Residential Leases" shall mean the leases for the thirty-eight (38) residential rental units located on Floors 10 through 14 of the Building, as more particularly described on Schedule 5.1.
"Seller's Counsel" shall mean Hargrove, Pettigrew & Sloane LLP, located at 399 Park Avenue, 18th Floor, New York, New York 10022.
"Service Contracts" shall mean all service, maintenance, equipment, and supply contracts, agreements, and arrangements affecting the Property or relating to the operation, management, or maintenance of the Property, as listed on Schedule 6.4.
"Surviving Obligations" shall mean those obligations, covenants, representations, warranties, and indemnities that, by their express terms or by the provisions of Section 16.9, survive the Closing or the earlier termination of this Agreement.
"Tenant Estoppel Certificate" shall mean a certificate from a tenant under a Lease, substantially in the form attached hereto as Exhibit F, or in such other form as may be required under the applicable Lease.
"Title Affidavit" shall mean the owner's affidavit to be executed and delivered by Seller at Closing, in the form attached hereto as Exhibit G, for the benefit of the Title Company.
"Title Company" shall mean Granite State Title Insurance Company, located at 140 Broadway, 22nd Floor, New York, New York 10005, designated title officer: Martin Clearfield.
"Title Policy" shall mean the ALTA Owner's Policy of Title Insurance (2021 Form, or the then-current form) to be issued by the Title Company at Closing in the amount of the Purchase Price (One Hundred Twenty Million Dollars ($120,000,000.00)), insuring Purchaser's fee simple title to the Land and Improvements, subject only to the Permitted Exceptions.
"Updated Survey" shall mean a current ALTA/NSPS Land Title Survey of the Land and Improvements, prepared in accordance with the 2021 Minimum Standard Detail Requirements for ALTA/NSPS Land Title Surveys, including Table A optional survey responsibilities and specifications selected by Purchaser.
"Zoning District" shall mean the C6-4 zoning district as classified under the New York City Zoning Resolution, in which the Property is situated.
ARTICLE II — PURCHASE AND SALE; PURCHASE PRICE
Section 2.1 — Agreement to Sell and Purchase
Subject to the terms and conditions set forth in this Agreement, Seller hereby agrees to sell, assign, transfer, convey, and deliver the Property to Purchaser, and Purchaser hereby agrees to purchase, acquire, and accept the Property from Seller, for the Purchase Price and upon and subject to the terms and conditions set forth herein. The conveyance of the Property shall be by means of the Deed, the Assignment of Leases, the Bill of Sale, and such other instruments as are contemplated by this Agreement.
Section 2.2 — Purchase Price
The Purchase Price for the Property shall be One Hundred Twenty Million and 00/100 Dollars ($120,000,000.00), which shall be payable by Purchaser to Seller as follows:
(a) Initial Deposit. Within three (3) Business Days after the Effective Date, Purchaser shall deposit the Initial Deposit of Six Million and 00/100 Dollars ($6,000,000.00) with the Escrow Agent by wire transfer of immediately available funds to the account designated by the Escrow Agent in the Earnest Money Escrow Agreement.
(b) Additional Deposit. Within one (1) Business Day after the expiration of the Due Diligence Period (provided Purchaser has not theretofore terminated this Agreement pursuant to Section 3.4), Purchaser shall deposit the Additional Deposit of Three Million and 00/100 Dollars ($3,000,000.00) with the Escrow Agent by wire transfer of immediately available funds to the account designated by the Escrow Agent. For the avoidance of doubt, upon deposit of the Additional Deposit, the total Deposit held by the Escrow Agent shall equal Nine Million and 00/100 Dollars ($9,000,000.00) (exclusive of accrued interest).
(c) Balance at Closing. At the Closing, Purchaser shall pay to Seller the balance of the Purchase Price, in the amount of One Hundred Eleven Million and 00/100 Dollars ($111,000,000.00) (representing the Purchase Price of $120,000,000.00 less the Deposit of $9,000,000.00), subject to prorations and adjustments as set forth in Article VIII, by wire transfer of immediately available funds to such bank account as Seller shall designate in writing to Purchaser and the Escrow Agent at least three (3) Business Days prior to the Closing Date.
Section 2.3 — Deposit
All Deposits shall be delivered to the Escrow Agent by wire transfer of immediately available funds in accordance with Section 2.2. The Escrow Agent shall hold all Deposits in a segregated, federally insured, interest-bearing account at a commercial bank or other federally insured depository institution reasonably acceptable to both Seller and Purchaser. All interest accruing on the Deposit shall be for the benefit of the party entitled to receive the Deposit upon disbursement, or, if the Closing occurs, shall be credited to Purchaser as part of the Purchase Price. The Escrow Agent shall hold and disburse the Deposit in accordance with the provisions of Article XIV of this Agreement and the terms of the Earnest Money Escrow Agreement. Purchaser shall provide its federal tax identification number (the EIN of BFO 450 West 34th LLC, to be obtained upon formation of such entity) to the Escrow Agent for all tax reporting purposes in connection with the escrow account.
Section 2.4 — Independent Consideration
In addition to and independent of any other consideration hereunder, and simultaneous with the execution and delivery of this Agreement, Purchaser has delivered to Seller the sum of One Hundred and 00/100 Dollars ($100.00) as independent consideration for Seller's execution, delivery, and performance of this Agreement, including, without limitation, for Purchaser's right to inspect the Property, review documents, and terminate this Agreement during the Due Diligence Period. Such independent consideration is non-refundable under all circumstances, has been bargained for and agreed to by the Parties, and shall be credited against the Purchase Price at Closing.
ARTICLE III — DUE DILIGENCE
Section 3.1 — Due Diligence Period
Purchaser shall have a period of forty-five (45) calendar days commencing on the Effective Date and expiring at 5:00 p.m. Eastern Time on the forty-fifth (45th) calendar day thereafter (the "Due Diligence Period") within which to conduct its investigation and due diligence with respect to the Property, the Leases, and all matters related thereto. If the Effective Date is April 11, 2026, the Due Diligence Period shall expire at 5:00 p.m. Eastern Time on May 26, 2026. During the Due Diligence Period, Purchaser may conduct the inspections, investigations, studies, and analyses described in this Article III, and Purchaser shall have the right to terminate this Agreement in accordance with Section 3.4.
Section 3.2 — Right of Access and Inspection
(a) During the Due Diligence Period, and thereafter through the Closing (subject to Section 3.4), Seller shall provide Purchaser and Purchaser's authorized agents, consultants, contractors, and representatives (including, without limitation, Whitmore Environmental Sciences LLC, Kensington Valuation Group Inc., Clearview Land Surveyors Inc., Halcyon Planning Associates LLC, and Lockhart & Pryor Insurance Advisors LLC) with reasonable access to the Property during normal business hours (Monday through Friday, 9:00 a.m. to 5:00 p.m., excluding federal holidays) upon not less than forty-eight (48) hours' prior written notice to Seller (or such shorter notice as Seller may agree). Such access shall include the right to enter upon, examine, and inspect the Property, including all tenant spaces (subject to tenant lease provisions regarding landlord access and upon reasonable coordination with Seller's property manager, Atlas Urban Management Corp.).
(b) Purchaser shall have the right to conduct, at Purchaser's sole cost and expense, physical inspections, environmental assessments (including a Phase I Environmental Site Assessment and, if warranted in Purchaser's reasonable judgment based upon the results of such Phase I assessment, a limited Phase II Environmental Site Assessment, subject to Seller's prior written consent, which consent shall not be unreasonably withheld, conditioned, or delayed), appraisals, engineering reviews, structural assessments, mechanical and electrical system evaluations, ADA compliance reviews, zoning analyses, and such other investigations, studies, and tests as Purchaser may deem necessary or advisable in connection with its evaluation of the Property.
(c) Purchaser shall carry, and shall cause each of its contractors, agents, and consultants entering the Property to carry, commercial general liability insurance in an amount not less than Two Million and 00/100 Dollars ($2,000,000.00) per occurrence, naming Seller and Atlas Urban Management Corp. as additional insureds, and shall provide Seller with certificates of insurance evidencing such coverage prior to any entry upon the Property for inspection or testing purposes.
(d) Purchaser shall conduct all inspections and testing in a manner that minimizes interference with the operations of the Property and the use and enjoyment of the Property by tenants and their employees, customers, and invitees. Purchaser shall promptly restore any damage to the Property caused by Purchaser's inspections or testing (including any invasive testing), and Purchaser hereby agrees to indemnify, defend, and hold harmless Seller and its members, managers, officers, employees, agents, and property manager from and against any and all claims, losses, damages, liabilities, costs, and expenses (including reasonable attorneys' fees) arising out of or in connection with Purchaser's or its agents' entry upon or inspection of the Property, except to the extent caused by the negligence or willful misconduct of Seller, its agents, or its employees, or the discovery of pre-existing conditions at the Property. The obligations set forth in this Section 3.2(d) shall constitute Surviving Obligations.
Section 3.3 — Document Delivery; Virtual Data Room
(a) Within five (5) Business Days after the Effective Date, Seller shall deliver to Purchaser (or make available to Purchaser through a secure virtual data room established by Seller or Seller's counsel) all documents, records, and information identified in the Due Diligence Request List delivered by Purchaser's counsel, Calderwood & Harkness LLP, to Seller's counsel, Hargrove, Pettigrew & Sloane LLP, including, without limitation, the following:
(i) All Leases, including all amendments, modifications, supplements, extensions, renewal letters, tenant correspondence, and guaranties, together with a current rent roll as of the Effective Date;
(ii) Operating statements for the Property for calendar years 2022, 2023, and 2024, and for the trailing twelve (12)-month period ending on the last day of the calendar month preceding the Effective Date;
(iii) All Service Contracts, together with a schedule listing each service provider, scope of work, term, and annual cost;
(iv) The Management Agreement with Atlas Urban Management Corp., including all amendments and modifications thereto;
(v) All insurance policies currently in effect with respect to the Property, together with a five (5)-year loss history and claims report;
(vi) All environmental reports, studies, and assessments in Seller's possession or control, including the Phase I Environmental Site Assessment dated June 15, 2020, prepared by Whitmore Environmental Sciences LLC;
(vii) The existing owner's title insurance policy (Policy No. GST-2011-04872, dated April 14, 2011, insured amount $68,500,000), together with all title exception documents referenced therein;
(viii) The Existing Survey dated March 2, 2011, prepared by Clearview Land Surveyors Inc.;
(ix) Real property tax bills and assessment notices for the current and prior two fiscal years, including confirmation of current FY 2025/2026 annual taxes of $2,640,000 and tentative FY 2026/2027 assessed value of $48,200,000;
(x) All certificates of occupancy (temporary and permanent), building permits, and governmental approvals and licenses for the Property;
(xi) Capital expenditure records and construction documentation relating to the 2016–2020 renovation of the Building (total renovation cost of approximately $14,200,000), including contracts, change orders, lien waivers, and certificates of completion;
(xii) All documents relating to the Existing Mortgage in favor of Eastbridge Commercial Bank, N.A., including the mortgage note, mortgage, assignment of leases and rents, UCC-1 Financing Statement, and all modifications and amendments;
(xiii) Plans, specifications, as-built drawings, and engineering reports for the Building and its systems;
(xiv) Organizational documents for Seller, including the Certificate of Formation, Operating Agreement, and any amendments thereto (Meridian Gateway Holdings LLC, a New York limited liability company, EIN 27-6831044); and
(xv) Such other documents and information as Purchaser may reasonably request in connection with its due diligence investigation of the Property.
(b) Seller shall use commercially reasonable efforts to supplement the virtual data room with any additional documents or information reasonably requested by Purchaser during the Due Diligence Period. Seller makes no representation or warranty as to the completeness or accuracy of any third-party reports delivered to Purchaser, and Purchaser acknowledges that Purchaser shall have the right (and is encouraged) to conduct its own independent investigation of all matters relating to the Property.
Section 3.4 — Termination During Due Diligence Period
(a) Purchaser shall have the right, in its sole and absolute discretion, for any reason or no reason whatsoever, to terminate this Agreement by delivering written notice of termination (the "Termination Notice") to Seller and the Escrow Agent at any time prior to the expiration of the Due Diligence Period (such right, the "Free Look"). The Termination Notice shall be effective upon delivery in accordance with Section 16.3.
(b) Upon timely delivery of a Termination Notice in accordance with this Section 3.4, (i) the Escrow Agent shall return the Initial Deposit (together with all accrued interest thereon) to Purchaser within five (5) Business Days after receipt of the Termination Notice, (ii) this Agreement shall terminate and be of no further force or effect (except for the Surviving Obligations), and (iii) neither Party shall have any further rights, obligations, or liabilities hereunder, except with respect to the Surviving Obligations.
(c) If Purchaser does not deliver a Termination Notice to Seller and the Escrow Agent prior to the expiration of the Due Diligence Period, then: (i) the Initial Deposit shall become non-refundable to Purchaser (except as otherwise expressly provided in this Agreement, including, without limitation, in connection with a Seller default under Article XIII, a failure of a condition to Purchaser's obligation to close under Article IX, or a material casualty or condemnation under Article XII); and (ii) Purchaser shall deposit the Additional Deposit with the Escrow Agent in accordance with Section 2.2(b).
Section 3.5 — Confidentiality
Purchaser agrees to keep strictly confidential all information, documents, data, and materials delivered to or obtained by Purchaser in connection with this Agreement or Purchaser's investigation of the Property (collectively, "Confidential Information"), and shall not disclose any Confidential Information to any person or entity, except as follows: Purchaser may disclose Confidential Information to its officers, directors, members, managers, employees, agents, consultants, accountants, counsel (including Calderwood & Harkness LLP), lenders and prospective lenders (including Pinnacle Federal Savings Bank), prospective equity investors and joint venture partners (including Caliber Point Capital Partners LP), and their respective officers, directors, employees, agents, and professional advisors, in each case who have a bona fide need to know such information in connection with the transaction contemplated by this Agreement. Purchaser shall cause each such recipient to maintain the confidentiality of the Confidential Information in accordance with the terms of this Section 3.5. Upon termination of this Agreement for any reason, Purchaser shall promptly return to Seller (or destroy, at Seller's election) all tangible copies of Confidential Information in Purchaser's possession or control and shall direct its consultants and agents to do the same. The obligations set forth in this Section 3.5 shall constitute Surviving Obligations and shall survive the Closing or the earlier termination of this Agreement for a period of two (2) years.
ARTICLE IV — TITLE AND SURVEY
Section 4.1 — Title Commitment
Purchaser has ordered, or shall promptly after the Effective Date order, a title commitment (the "Title Commitment") from the Title Company (Granite State Title Insurance Company) with respect to the Property. Purchaser shall obtain an updated title search through the New York City Automated City Register Information System ("ACRIS") and through the Title Company's records. The Title Company has agreed to issue the Title Policy at Closing in the amount of One Hundred Twenty Million and 00/100 Dollars ($120,000,000.00), insuring Purchaser's fee simple title to the Land and Improvements, subject only to the Permitted Exceptions. Purchaser shall deliver a copy of the Title Commitment to Seller promptly upon receipt thereof.
Section 4.2 — Survey
Purchaser shall, at Purchaser's sole cost and expense, obtain the Updated Survey. The Updated Survey shall be an ALTA/NSPS Land Title Survey prepared in accordance with the 2021 Minimum Standard Detail Requirements for ALTA/NSPS Land Title Surveys, including such Table A optional survey responsibilities and specifications as Purchaser may select, prepared by Clearview Land Surveyors Inc. or another licensed surveyor reasonably acceptable to Purchaser and the Title Company. The Parties acknowledge that the Existing Survey, dated March 2, 2011, prepared by Clearview Land Surveyors Inc., is stale and may not reflect the current condition of the Property, including improvements constructed during the 2016–2020 renovation, and that the Updated Survey is required for purposes of the Title Commitment and the issuance of the Title Policy.
Section 4.3 — Permitted Exceptions
The following matters shall constitute "Permitted Exceptions" (i.e., matters of title to which Purchaser's fee simple title shall be subject at Closing):
(a) The standard printed exceptions contained in the Title Company's form of ALTA Owner's Policy of Title Insurance, to the extent not eliminated by the delivery of an ALTA survey, title affidavit, or other documentation at Closing;
(b) All applicable zoning and building laws, rules, regulations, codes, and ordinances of the City of New York, the State of New York, and the United States of America (including the C6-4 zoning district classification and all zoning lot restrictions), which are not violated by the existing improvements and uses of the Property;
(c) Real estate taxes, assessments, and water and sewer charges not yet due and payable as of the Closing Date, subject to proration in accordance with Article VIII;
(d) The easement in favor of Consolidated Edison Company of New York, Inc. for vault space, recorded in the Office of the City Register, New York County, at Liber 4823, Page 112;
(e) The rights of tenants under the Leases, as tenants only, without any options to purchase or rights of first refusal to purchase the Property or any portion thereof (except as may be set forth in the Leases and disclosed on Schedule 5.1);
(f) Standard New York City zoning lot restrictions, including restrictions on mergers of zoning lots and development rights transfers applicable to the Property;
(g) Such other matters of title as may be approved or deemed approved by Purchaser in accordance with Section 4.4 of this Agreement; and
(h) Any additional matters that do not, individually or in the aggregate, materially and adversely affect the use, value, or marketability of the Property, as reasonably determined by Purchaser.
Section 4.4 — Title Objections
(a) Purchaser shall deliver to Seller written notice of any objections to title or survey matters (collectively, "Title Objections") within the earlier of (i) twenty (20) Business Days after Purchaser's receipt of both the Title Commitment and the Updated Survey, or (ii) the last day of the Due Diligence Period. Any matter of title or survey that is not timely objected to by Purchaser shall be deemed a Permitted Exception. If the Title Commitment or Updated Survey is supplemented or updated after Purchaser's initial review to disclose new matters not previously shown, Purchaser shall have ten (10) Business Days after receipt of such supplement or update to raise additional Title Objections with respect to such new matters.
(b) Seller shall have ten (10) Business Days after receipt of Purchaser's Title Objections within which to deliver written notice to Purchaser electing either to cure such Title Objections or to decline to cure such Title Objections. If Seller fails to deliver such notice within such ten (10) Business Day period, Seller shall be deemed to have elected not to cure such Title Objections.
(c) If Seller elects (or is deemed to have elected) not to cure any Title Objections, Purchaser shall have ten (10) Business Days after receiving (or being deemed to have received) Seller's election, within which to elect, by written notice to Seller, to either: (i) terminate this Agreement, in which event the Escrow Agent shall return the Deposit (together with all accrued interest thereon) to Purchaser within five (5) Business Days, and neither Party shall have any further obligations hereunder except with respect to the Surviving Obligations; or (ii) waive such Title Objections and proceed to Closing, in which case such Title Objections shall become Permitted Exceptions.
(d) Mandatory Cure Items. Notwithstanding anything to the contrary in this Section 4.4, Seller shall be obligated to cure and remove (at or prior to Closing, from the proceeds of the Purchase Price or otherwise) the following matters, regardless of whether Seller elects to cure (collectively, "Mandatory Cure Items"):
(i) Any and all monetary liens, mortgages, deeds of trust, and security interests encumbering the Property, including, without limitation, the Existing Mortgage in favor of Eastbridge Commercial Bank, N.A., and any related UCC Financing Statements;
(ii) Any judgments or mechanics' liens created by, through, or under Seller;
(iii) Any liens that Seller can cure by the payment of a liquidated sum not exceeding Five Hundred Thousand and 00/100 Dollars ($500,000.00) in the aggregate (exclusive of the Existing Mortgage payoff amount);
(iv) All violations of law that Seller is required to cure by applicable law, regulation, or governmental order; and
(v) Any exceptions to title created by Seller after the Effective Date in violation of Section 10.2 of this Agreement.
Section 4.5 — Satisfaction of Existing Mortgage
(a) Seller shall cause the Existing Mortgage in favor of Eastbridge Commercial Bank, N.A. (original principal amount of $41,100,000; estimated payoff amount of approximately $28,700,000) to be fully satisfied, discharged, and released of record at or prior to Closing, from the proceeds of the Purchase Price or from other funds of Seller. Seller shall deliver to the Title Company, at or prior to Closing, a satisfaction of mortgage, in proper form for recording, together with all related UCC-3 Termination Statements and other instruments necessary to evidence the discharge of all liens and security interests in favor of Eastbridge Commercial Bank, N.A.
(b) Notwithstanding the foregoing, if Purchaser's lender (Pinnacle Federal Savings Bank, or any other institutional lender providing acquisition financing to Purchaser) elects to proceed with a Consolidation, Extension and Modification Agreement ("CEMA") in lieu of a satisfaction and new mortgage, then Seller shall cooperate and shall use commercially reasonable efforts to cause Eastbridge Commercial Bank, N.A. to assign the Existing Mortgage (and the related mortgage note and ancillary documents) to Purchaser's lender in connection with such CEMA transaction, and Seller shall not record a satisfaction of the Existing Mortgage. In such event, Seller shall cause Eastbridge Commercial Bank, N.A. to deliver all documents reasonably required by Purchaser's lender and the Title Company in connection with the CEMA, including an assignment of mortgage, in recordable form.
(c) Purchaser shall be solely responsible for coordinating the CEMA with Purchaser's lender and Eastbridge Commercial Bank, N.A., and for all costs and expenses incurred in connection therewith, including, without limitation, any assignment fees charged by Eastbridge Commercial Bank, N.A. and the Title Company's CEMA processing fee. For informational purposes, the potential CEMA savings are estimated as follows: if Purchaser obtains a mortgage loan of $78,000,000, the mortgage recording tax on a new mortgage at the applicable rate of 2.80% would be approximately $2,184,000; through a CEMA (applying mortgage recording tax only to the "new money" component of approximately $49,300,000), the mortgage recording tax would be reduced to approximately $1,380,400, yielding estimated savings of approximately $803,600.
(d) Seller shall obtain a payoff letter from Eastbridge Commercial Bank, N.A. in accordance with Section 10.8 and shall deliver such payoff letter to Purchaser and the Title Company.
ARTICLE V — TENANT LEASES
Section 5.1 — Schedule of Leases
Seller represents and warrants that the schedule attached hereto as Schedule 5.1 is a true, correct, and complete list of all Leases affecting the Property as of the Effective Date. Without limiting the generality of the foregoing, the following is a summary of the major commercial leases and the residential component of the Property:
The Building contains approximately 186,400 gross square feet (across fourteen floors plus cellar). As of the Effective Date, overall building occupancy is approximately 87.4%, comprised of the following: retail occupancy of approximately 100%, office occupancy of approximately 81.2%, and residential occupancy of approximately 94.7%. All leasing data, renewal options, expansion rights, tenant improvement allowances, free rent periods, and other material lease terms are set forth in greater detail on Schedule 5.1.
Section 5.2 — Tenant Estoppel Certificates
(a) Seller shall request and use commercially reasonable efforts to obtain Tenant Estoppel Certificates from each commercial tenant occupying five thousand (5,000) or more rentable square feet at the Property (each, a "Required Estoppel Tenant"), which Required Estoppel Tenants include: Harmon & Voss Retail Partners LLC, Solstice Wellness Studio Inc., Ridgepoint Consulting Group LLC, and Calderon Specialty Insurance Digital Media Corp. Each Tenant Estoppel Certificate shall be substantially in the form attached hereto as Exhibit F (or in such other form as may be required by the applicable Lease), and shall be dated not earlier than thirty (30) days prior to the Closing Date.
(b) Seller shall deliver all Tenant Estoppel Certificates to Purchaser at least ten (10) Business Days prior to the scheduled Closing Date. Purchaser's obligation to close shall be conditioned upon Purchaser's receipt, on or before the Closing Date, of Tenant Estoppel Certificates from tenants occupying at least seventy-five percent (75%) of the leased commercial square footage of the Property, including estoppels from each tenant leasing fifteen thousand (15,000) or more rentable square feet.
(c) In the event any tenant (other than a Required Estoppel Tenant) fails to deliver a Tenant Estoppel Certificate, Seller may, in its discretion, deliver a Seller estoppel certificate (a "Seller Estoppel") in lieu thereof, executed by Seller and certifying to the same matters as would be set forth in the form of Tenant Estoppel Certificate attached as Exhibit F. Any Seller Estoppel shall be automatically superseded and replaced by any tenant estoppel subsequently received from the applicable tenant within one hundred twenty (120) days after the Closing Date, and Seller's liability under such Seller Estoppel shall cease upon receipt by Purchaser of such tenant estoppel.
Section 5.3 — SNDAs
Purchaser (or Purchaser's lender, Pinnacle Federal Savings Bank) may request that Seller obtain subordination, non-disturbance, and attornment agreements ("SNDAs") from commercial tenants in connection with Purchaser's acquisition financing. Seller shall cooperate with Purchaser and use commercially reasonable efforts to obtain such SNDAs from the tenants, at Purchaser's sole cost and expense (to the extent any tenant requests reimbursement of its attorneys' fees in connection therewith). Seller's inability to obtain SNDAs from any tenant shall not constitute a default by Seller hereunder and shall not be a condition to Purchaser's obligation to close.
Section 5.4 — Security Deposits
At the Closing, Seller shall deliver to Purchaser (or credit to Purchaser against the Purchase Price) all security deposits (together with all accrued interest thereon required by applicable law) held by Seller under the Leases. Seller shall provide Purchaser with evidence of compliance with New York General Obligations Law Section 7-103 and any other applicable law regarding the maintenance and segregation of tenant security deposits, including confirmation that all security deposits are held in a separate, interest-bearing account at a New York banking institution.
Section 5.5 — Residential Leases
(a) All thirty-eight (38) residential rental units located on Floors 10 through 14 of the Building shall be conveyed to Purchaser subject to the existing Residential Leases. Seller represents and warrants that, to Seller's knowledge, all such Residential Leases are in compliance with applicable rent stabilization laws and regulations and that all required registrations with the New York State Division of Housing and Community Renewal ("DHCR") have been timely filed.
(b) Purchaser acknowledges that, as the successor landlord, Purchaser will be subject to all obligations imposed upon landlords under the Housing Stability and Tenant Protection Act of 2019, the Rent Stabilization Law and Code, the Emergency Tenant Protection Act, and all other applicable federal, state, and local laws governing residential tenancies, and Purchaser agrees to comply with all such obligations from and after the Closing Date.
ARTICLE VI — REPRESENTATIONS AND WARRANTIES OF SELLER
Seller hereby represents and warrants to Purchaser as follows, as of the Effective Date and as of the Closing Date (except as otherwise expressly provided herein):
Section 6.1 — Organization and Authority
Seller is a limited liability company duly organized, validly existing, and in good standing under the laws of the State of New York (EIN 27-6831044). Victor S. Papadopoulos and Elena K. Rosenberg, as the Managing Members of Seller, have the full power and authority to execute, deliver, and perform this Agreement and all documents and instruments to be executed and delivered by Seller in connection herewith, and to consummate the transactions contemplated hereby. The execution, delivery, and performance of this Agreement and all related documents have been duly authorized by all necessary action under Seller's operating agreement, and no further consent, approval, or authorization of any member, manager, or other person is required, except for any required consent of Eastbridge Commercial Bank, N.A. with respect to the Existing Mortgage. This Agreement and all documents executed by Seller in connection herewith constitute the legal, valid, and binding obligations of Seller, enforceable against Seller in accordance with their respective terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium, and similar laws affecting creditors' rights generally and to general principles of equity.
Section 6.2 — No Conflicts
The execution, delivery, and performance by Seller of this Agreement and the consummation of the transactions contemplated hereby do not and will not (a) violate or conflict with Seller's Certificate of Formation, Operating Agreement, or any other organizational documents of Seller, (b) violate or conflict with any law, statute, rule, regulation, judgment, order, decree, or arbitration award applicable to Seller or the Property, or (c) result in a breach of, or constitute a default (or an event which, with notice or lapse of time or both, would constitute a default) under, or give rise to any right of termination, acceleration, or cancellation under, any agreement, instrument, or obligation to which Seller is a party or by which Seller or the Property is bound, except for any consent required from Eastbridge Commercial Bank, N.A. in connection with the satisfaction of the Existing Mortgage.
Section 6.3 — Leases
(a) Schedule 5.1 is a true, correct, and complete list of all Leases affecting the Property as of the Effective Date. True, correct, and complete copies of all Leases (including all amendments, modifications, supplements, and guarantees) have been delivered or made available to Purchaser in the virtual data room.
(b) No rent or other charges under any Lease have been collected more than one (1) month in advance of the period to which such rent or charges relate.
(c) No tenant under any Lease has asserted any material claim, offset, defense, or counterclaim against Seller as landlord, and Seller has not received any written notice of any such claim, offset, defense, or counterclaim.
(d) To Seller's knowledge, no tenant is in material default under any Lease, and no material default by Seller as landlord exists under any Lease.
(e) There are no lease guaranties other than as disclosed on Schedule 5.1.
(f) Seller has not entered into any agreement, letter of intent, or understanding with any existing or prospective tenant for the leasing of any space at the Property that is not reflected in the Leases set forth on Schedule 5.1.
Section 6.4 — Service Contracts and Management Agreement
(a) Schedule 6.4 attached hereto is a true, correct, and complete list of all Service Contracts affecting the Property, together with the Management Agreement between Seller and Atlas Urban Management Corp. (term through December 31, 2027; management fee of 4.0% of effective gross income; primary contact: Gerald Fitch, Senior Property Manager).
(b) True, correct, and complete copies of all Service Contracts and the Management Agreement have been delivered or made available to Purchaser. All Service Contracts and the Management Agreement are in full force and effect, and no material defaults exist thereunder.
Section 6.5 — Environmental Matters
(a) To Seller's knowledge, no Hazardous Materials are present on, in, under, or migrating from the Property in quantities or concentrations that violate, or would give rise to liability under, any Environmental Laws.
(b) Seller has delivered to Purchaser the Phase I Environmental Site Assessment dated June 15, 2020, prepared by Whitmore Environmental Sciences LLC, which identified no recognized environmental conditions ("RECs"), controlled recognized environmental conditions ("CRECs"), or historical recognized environmental conditions ("HRECs") at the Property.
(c) Seller has not received any written notice, citation, complaint, order, or directive from any governmental authority regarding any violation of Environmental Laws or any environmental contamination at, on, under, or emanating from the Property.
(d) To Seller's knowledge, no underground storage tanks, above-ground storage tanks, or other storage facilities for Hazardous Materials are present at, on, or under the Property.
Section 6.6 — Litigation
There is no pending litigation, arbitration, administrative proceeding, or governmental investigation, and, to Seller's knowledge, no litigation, arbitration, administrative proceeding, or governmental investigation has been threatened in writing, in each case relating to the Property, Seller's ownership or operation of the Property, or any tenant at the Property.
Section 6.7 — Tax Matters
(a) Real property taxes for the City of New York Fiscal Year 2025/2026 (July 1, 2025 through June 30, 2026) are Two Million Six Hundred Forty Thousand and 00/100 Dollars ($2,640,000.00). The tentative assessed value of the Property for Fiscal Year 2026/2027 is Forty-Eight Million Two Hundred Thousand and 00/100 Dollars ($48,200,000.00) (Tax Class 4).
(b) There are no pending tax certiorari proceedings or applications for reduction of the assessed valuation of the Property.
(c) Seller has timely paid all real property taxes, assessments, and water and sewer charges due and payable with respect to the Property through the Effective Date, and no such taxes, assessments, or charges are delinquent.
Section 6.8 — Violations
To Seller's knowledge, there are no uncured violations of law, building code, housing code, fire code, or other governmental code, ordinance, rule, or regulation (including, without limitation, violations issued by the New York City Department of Buildings ("DOB"), the New York City Environmental Control Board ("ECB"), the New York City Department of Housing Preservation and Development ("HPD"), or the Fire Department of the City of New York ("FDNY")) affecting the Property, except as disclosed on Schedule 6.8 attached hereto.
Section 6.9 — FIRPTA
Seller is not a "foreign person" within the meaning of Section 1445 of the Internal Revenue Code of 1986, as amended (the "Internal Revenue Code"), and Seller shall deliver the FIRPTA Certificate, in the form attached hereto as Exhibit E, at Closing.
Section 6.10 — Condemnation
No condemnation or eminent domain proceeding is pending, and, to Seller's knowledge, no such proceeding has been threatened or contemplated by any governmental authority, with respect to the Property or any portion thereof, or any adjacent streets, sidewalks, or rights-of-way.
Section 6.11 — Insurance
(a) Seller currently maintains property and casualty insurance on the Property with reputable insurance carriers. The current annual insurance cost for the Property is approximately Three Hundred Twelve Thousand and 00/100 Dollars ($312,000.00).
(b) There are no pending insurance claims with respect to the Property, and Seller has delivered to Purchaser a full loss history for the past five (5) years.
(c) Seller has not received any written notice from any insurance carrier of any defect or deficiency in the Property that would affect the insurability of the Property or result in an increase in insurance premiums, which defect or deficiency has not been cured.
Section 6.12 — Compliance with Laws; Zoning
(a) To Seller's knowledge, the Property and its current use and operation comply in all material respects with all applicable laws, codes, rules, regulations, and ordinances, including, without limitation, the Americans with Disabilities Act, the New York City Building Code, the New York City Housing Maintenance Code, and all fire and life safety codes.
(b) The Property is located in the C6-4 zoning district under the New York City Zoning Resolution. The current uses of the Property (retail, office, and residential) are permitted as-of-right within the C6-4 district. The applicable floor area ratio ("FAR") is 10.0 (for commercial and residential uses). The lot area is approximately 20,125 square feet, yielding a maximum buildable floor area of approximately 201,250 square feet. The existing Building contains approximately 186,400 square feet, resulting in approximately 14,850 square feet of unused development rights (which are included in the Appurtenant Rights being conveyed hereunder).