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h, out of or otherwise relating to this agreement. The parties hereto agree to submit to personal jurisdiction in the State of New York, counties of New York in any action or proceeding arising out of this Agreement and, in furtherance of such agreement, the parties hereby agree and consent that without l
's attorney (an "Objection Notice") to Seller identifying any encumbrances or objections to title (other than Permitted Exceptions) as disclosed by the Commitment and/or Survey. In the event Purchaser shall fail to timely deliver an Objection Notice, time being of the essence, all matters, encumbrances or objections to tit
h, out of or otherwise relating to this agreement. The parties hereto agree to submit to personal jurisdiction in the State of New York, counties of New York in any action or proceeding arising out of this Agreement and, in furtherance of such 33 495555-2-W EFTA00807932 agreement, the parties hereby a
's attorney (an "Objection Notice") to Seller identifying any encumbrances or objections to title (other than Permitted Exceptions) as disclosed by the Commitment and/or Survey. In the event Purchaser shall fail to timely deliver an Objection Notice, time being of the essence, all matters, encumbrances or objections to titl
of this Agreement. 12. CLOSING COSTS: FEES AND DISBURSEMENTS. 12.1 At the Closing, Seller and-Parehtther-shall eaeh-pay fifty-(-50%)-pereem-eithe New York State Real Estate Transfer Tax imposed pursuant to Article 31 and Section 1402 of the New York Tax Law and Title I I of Chapter 21 of the Administra
ed matters otherwise constitute a Permitted Exception. 4.2 If Seller shall be unable to cause to be removed any exceptions or defects disclosed by the Commitment and/or Survey (or update thereof), which do not constitute Permitted Exceptions, or is otherwise unable to convey title in accordance with this Agreement, by the
Entities connected to both New York and the Commitment and/or Survey

United States
LOCATION
George Mitchell
PERSON
Martha Stewart
PERSONthe City of New York
LOCATION
David Mitchell
PERSONUtilities
ORGANIZATION
Review
ORGANIZATIONU.S. Central Intelligence Agency
ORGANIZATIONWITNESSETH
ORGANIZATIONProperty Taxes
ORGANIZATIONthe United States Money Laundering Control Act
LOCATIONthe Apportionment Date
ORGANIZATIONthe Uniform System of Accounts
ORGANIZATIONMitchell Holdings
ORGANIZATIONU.S. Securities & Exchange Commission
ORGANIZATIONKatsky Korins LLP
ORGANIZATIONThe Social Security
ORGANIZATIONthe American Hotel & Motel Association
ORGANIZATIONthe Title Company
ORGANIZATIONthe Current Ledger
ORGANIZATION