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Fillable Printable Condominium Unit - Contract of Sale

Fillable Printable Condominium Unit - Contract of Sale

Condominium Unit - Contract of Sale

Condominium Unit - Contract of Sale

Note: This form is intended to deal with matters common to most transactions involving the sale of a condominium unit. Provisions should be added, altered or
deleted to suit the circumstances of a particular transaction. No representation is made that this form of contract complies with Section 5-702 of the General
Obligations Law (“Plain Language Law”).
CONSULT YOUR LAWYER BEFORE SIGNING THIS AGREEMENT
Condominium Unit – Contract of Sale
This Contract made as of between
hereinafter called “Seller”, having a residence or principal place of business at
AND
hereinafter called “Purchaser”, having a residence or principal place of business at
1. Unit: The Seller agrees to sell and convey, and the Purchaser agrees to purchase the unit known as Unit No.
(“Unit”) in the building (“Building”) known as Condominium
(Condominium”) and located at , New York, together with an undivided
percent interest in the Common elements (as defined in para. 6) appurtenant thereto, subject to the terms and
conditions set forth. The Unit shall be as designated in the Declaration of Condominium Ownership and By-Laws (as the same may be
amended from time to time, the “By-Laws”) of the Condominium.
2. Personal Property: Included in this sale: (a) The sale includes all
of Seller’s right, title and interest, if any, in and to:
(i) the refrigerators including ice makers, freezers, ranges, ovens and
built in microwave ovens, dishwashers, clothes washing machines,
clothes dryers, cabinets and counters, lighting and plumbing fixtures, air
conditioning equipment, venetian blinds, shades, screens, storm
windows and other window treatments, wall-to-wall carpeting,
bookshelves, switch plates, door hardware, built-ins, fireplace
equipment, built in wine racks, mantels, stained glass, built in mirrors
and articles of property and fixtures attached to or appurtenant to the
Unit, except those listed in subpapa. 2(b), all of which included property
and fixtures are represented to be owned by Seller, free and clear of all
liens and encumbrances other than those encumbrances (“Permitted
Exceptions”) set forth on Schedule A (strike inapplicable items); and
(ii)
(b) Excluded from this sale are:
(i) furniture and furnishings (other than as specifically provided in
this Contract); and
(ii)
(c)The property referred to in subpara. 2(a)(i) and (ii) may not be
purchased if title to the Unit is not conveyed pursuant to this contract.
3. Purchase Price: (a) The purchase price (“Purchase Price”) is
$ , payable as follows:
(i) $ (“Downpayment”) on the signing
of this Contract by check subject to collection, the receipt of which is
hereby recognized, to be held in escrow pursuant to para. 16; and
(ii) $ representing the balance of the
Purchase Price, by certified check of Purchaser or official bank check
(except as otherwise provided in this Contract) on the delivery of the
deed.
(b) All instruments in payment of the Purchase Price shall represent
United States currency and be drawn on or issued by a bank or trust
company authorized to accept deposits in New York State. All checks
in payment of the Downpayment shall be payable to the order of
Escrowee (as hereinafter defined). All checks in payment of the
balance of the Purchase Price shall be payable to the order of the Seller
(or as Seller otherwise directs pursuant to subparas. 6(a)(ix) or 18(b)).
(c) Aside from the Downpayment and checks aggregating not more than
one-half of one percent of the Purchase Price, including closing
adjustments, all checks delivered by Purchaser shall be certified or
official bank checks as herein provided.
4. Closing of Title: The closing documents referred to in para. 6
shall be delivered, and payment of the balance of the Purchase Price
shall be made, at The Closing, to be held on
at ., at the offices of
or at the office of Purchaser’s lending institution or its counsel;
provided, however, that such office is located in either the City or
County in which either (a) Seller’s attorney maintains an office or (b)
the Unit is located.
5. Representations, Warranties and Covenants: The Seller
unconditionally represents, warrants and covenants that:
(a) The Seller is the sole rightful owner of the Unit and the personal
property described in subpara. 2(a), and Seller has the full right, power
and authority to sell, convey and transfer the same;
(b) The common charges imposed by the Condominium (excluding
separately billed utility charges) for the Unit on the date hereof are
$ per month;
(c) Seller has not received any notice, written or oral, of any intended
assessment or increase in common charges not reflected in subpara.5(b).
Purchaser acknowledges that it will not have the right to cancel this
Contract in the event of the imposition of any assessment or increase in
common charges after the date hereof of which Seller has not heretofore
received written or oral notice;
(d) The real estate taxes for the Unit for the fiscal year of
through are $
(e) Seller is not a “sponsor” or a nominee of a “sponsor” under any plan
of condominium organization affecting the Unit;
(f) All refrigerators including ice makers, freezers, ranges, ovens and
built in microwave ovens, dishwashers, clothes washing machines,
clothes dryers, cabinets and counters, lighting and plumbing fixtures, air
conditioning equipment, Venetian blinds, shades, screens, storm
windows and other window treatments, wall-to-wall carpeting,
bookshelves, switch plates, door hardware, built-ins, fireplace
equipment, built in wine racks, mantels, stained glass, built in mirrors
and articles or property included in this sale will be in working order at
the time of Closing;
(g) If a copy is attached to this Contract, the copy of the Certificate of
Occupancy covering the Unit is a true and correct copy; and
(h) Seller is not a “foreign person” as defined in IRC #1445 as
amended, and the regulations thereunder (Code Withholding Section).
(If applicable, delete and provide for compliance with Code
Withholding Section, as defined in para. 17).
6. Closing Documents: (a) At the Closing, Seller shall deliver to
Purchaser the following:
(i) Bargain and sale deed with covenant against
grantor’s acts (“Deed”), complying with RPL β 339-0 and containing
the covenant required by LL β 13 (5), conveying to Purchaser title to the
Unit, and any garage or storage units appurtenant to the Unit, together
with its undivided interest in the Common Elements (as such term is
defined in the Declaration and which term shall be deemed to include
Seller’s right, title and interest in any limited common elements
attributable to or used in connection with the Unit) appurtenant thereto,
free and clear of all liens and encumbrances other than Permitted
Exceptions. The Deed shall be executed and acknowledged by Seller
and, if requested by the Condominium, executed and acknowledged by
Purchaser, in proper statutory form for recording;
(ii) If a corporation and if required pursuant to BCL β 909, Seller
shall deliver to Purchaser (1) a resolution of its board of directors
authorizing the delivery of the Deed or a statement included in the
Deed as follows: “This conveyance is made in the ordinary course of
business actually conducted by the Grantor”, and (2) a certificate
executed by an officer of such corporation certifying as to the adoption
of such resolution and setting forth facts demonstrating that the delivery
of the Deed is in conformity with the requirements of BCL β 909. The
Deed shall also contain a recital sufficient to establish compliance with
such law;
(iii) A waiver of right of first refusal of the board of managers of the
Condominium (“Board”) if required in accordance with para. 8;
(iv) A statement by the Condominium or its managing agent on
behalf of and authorized by the Condominium that the common charges
and any assessments then due and payable to the Condominium have
been paid to the date of the Closing;
(v) All keys to the doors of, and mailbox and for, the Unit; and
storage units.
(vi) Such affidavits and/or other evidence as the title company
(“Title Company”) from which Purchaser has ordered a title insurance
report and which is authorized to do business in New York State shall
reasonably require in order to omit from its title insurance policy all
exceptions for judgments, bankruptcies or other returns against Seller
and persons or entities whose names are the same as or are similar to
Seller’s name;
(vii) New York City Real Property Transfer Tax Return, if
applicable, prepared, executed and acknowledged by Seller in proper
form for submission;
(ix) Checks in payment of all applicable real property transfer taxes
except a transfer tax which by law is primarily imposed on the
purchaser (“Purchaser Transfer Tax”) in connection with the sale. In
lieu of delivery of such checks, Seller shall have the right, upon not less
than
3 business days notice to Purchaser, to cause Purchaser to deliver
checks at the Closing and to credit the amount against the balance of the
Purchase Price. Seller shall pay the additional transfer taxes, if any,
payable after the Closing by reason of the conveyance of the Unit,
which obligation shall survive the Closing;
(x) Certification that Seller is not a foreign person pursuant to para.
18. (If inapplicable, delete and provide for compliance with Code
Section, as defined in para. 17.); and
(xi) Affidavit that a single station smoke detecting alarm device is
installed pursuant to New York Executive Law β 378(5).
(b) At the Closing, Purchaser shall deliver to Seller the following:
(i) Checks in payment of (y) the balance of the Purchase Price in
accordance with subpara. 3(b) and (z) any Purchaser Transfer Tax;
(ii) If required by the Declaration or By-Laws, power of attorney to
the Board, prepared by Seller, in the form required by the
Condominium. The Power of attorney shall be executed and
acknowledged by Purchaser and, after being recorded, shall be sent to
the Condominium;
(iii) New York City Real Property Transfer Tax Return executed and
acknowledged by Purchaser and an Affidavit in Lieu of Registration
pursuant to New York Multiple Dwelling Law, each in proper form for
submission, if applicable; and
(iv) If required, New York State Equalization Return executed and
acknowledged by Purchaser in proper form for submission.
(c) It is a condition of Purchaser’s obligation to close title hereunder
that:
(i) All notes or notices of violations of law or governmental orders,
ordinances or requirements affecting the Unit and noted or issued by
any governmental department, agency or bureau having jurisdiction
which were noted or issued on or prior to the date hereof shall have
been cured by Seller;
(ii) Any written notice to Seller from the Condominium (or its duly
authorized representative) that the Unit is in violation of the
Declaration, By-Laws or rules and regulations of the Condominium
shall have been cured; and
(iii) The Condominium is a valid condominium created pursuant to
RPL Art. 9-B and the Title Company will insure the same.
7. Closing Adjustments: (a) The following adjustments shall be
made as of 11:59 P.M. of the day before the Closing:
(i) Real estate taxes and water charges and sewer rents, unless same
are part of common charges, on the basis of the fiscal period for which
assessed, except that if there is a water meter with respect to the Unit,
apportionment shall be based on the last available actual reading,
subject to adjustment after the Closing, promptly after the next reading
is available; provided, however, that in the event real estate taxes have
not, as of the date of Closing, been separately assessed to the Unit, real
estate taxes shall be apportioned on the same basis as provided in the
Declaration or By-Laws or, in the absence of such provision, based
upon the Unit’s percentage interest in the Common Elements;
(ii) Common charges of the Condominium; and
(iii) If fuel is separately stored with respect to the Unit only, the
value of fuel stored with respect to the Unit at the price then charged by
Seller’s supplier (as determined by a letter or certificate to be obtained
by Seller from such supplier), including any sales taxes.
(b) If at the time of Closing the Unit is affected by an assessment which
is or may become payable in installments, then, for the purposes of this
Contract, only the unpaid installments which are then due shall be
considered due and are to be paid by Seller at the Closing. All
subsequent installments at the time of Closing shall be the obligation of
Purchaser.
(c) Any errors or omissions in computing closing adjustments shall be
corrected. This subpara. 7c shall survive the Closing.
(d) If the Unit is located in the City of New York, the “customs in
respect to title closings” recommended by The Real Estate Board of
New York, Inc., as amended and in effect on the date of Closing, shall
apply to the adjustments and other matters therein mentioned, except as
otherwise provided herein.
8. Right of First Refusal: If so provided in the Declaration or By-Laws, this
sale is subject to and conditioned upon the waiver of a right of first refusal to
purchase the Unit held by the Condominium and exercisable by the Board. Seller
agrees to give notice promptly to the Board of the contemplated sale of the Unit to
Purchaser, which notice shall be given in accordance with the terms of the
Declaration and By-Laws, and Purchaser agrees to provide promptly all
applications, information and references reasonably requested by the Board. If the
Board shall exercise such right of first refusal, Seller shall promptly refund to
Purchaser the Downpayment (which term, for all purposes of this contract, shall be
deemed to include interest, if any, earned thereon, and title charges including but
not limited to examination of title and departmental charges) and upon the making
of such refund this Contract shall be deemed cancelled and of no further force or
effect and neither party shall have any further rights against, or obligation or
liabilities to, the other by reason of this contract. If the Board shall fail to exercise
such right of first refusal within the time and in the manner provided for in the
Declaration or By-Laws or shall declare in writing its intention not to exercise such
right of first refusal (a copy of which writing shall be delivered to Purchaser
promptly following receipt thereof), the parties hereto shall proceed with this sale in
accordance with the provisions of this contract.
9. Processing Fee: Seller shall, at the Closing, pay all fees and
charges payable to the Condominium (and/or its managing agent) in
connection with this sale, including, but not limited to, any processing
fee, the legal fees, if any, of the condominium’s attorney in connection
with this sale and, unless otherwise agreed to by Seller and Purchaser in
writing, all “flip taxes,” transfer or entrance fees or similar charges, if
any, payable to or for the ‘Condominium or otherwise for the benefit of
the Condominium unit owners, which arise by reason of this sale. Said
fees, as disclosed by the Declaration, are as follows:
10. No Other Representations : Purchaser has examined and is
satisfied with the Declaration, By-Laws and rules and regulations of the
Condominium as amended, or has waived the examination thereof.
Purchaser has inspected the Unit, its fixtures, appliances and equipment
and the personal property, if any, included in this sale, as well as the
Common Elements of the Condominium, and knows the condition
thereof and, subject to subpara. 5(f), agrees to accept the same “as is,”
i.e., in the condition they are in on the date hereof, subject to normal
use, wear and tear between the date hereof and the Closing. Purchaser
has examined or waived examination of the last audited financial
statements of the Condominium, and has considered or waived
consideration of all other matters pertaining to this Contract and to the
purchase to be made hereunder, and does not rely on any
representations made by any broker or by seller or anyone acting or
purporting to act on behalf of Seller as to any matters which might
influence or affect the decision to execute this Contract or to buy the
Unit, or said personal property, except those representations and
warranties which are specifically set forth in this Contract.
11. Possession: Seller shall, at or prior to the Closing, remove from
the Unit all furniture, furnishings and other personal property not
included in this sale, shall repair any damage caused by such removal,
and shall deliver exclusive possession of the Unit at the Closing, vacant,
broom-clean and free of tenancies or other rights of use or possession.
12. Access: Seller shall permit Purchaser and its architect, decorator
or other authorized persons to have the right of access to the Unit
between the date hereof and the Closing for the purpose of inspecting
the same and taking measurements, at reasonable times and upon
reasonable prior notice to Seller (by telephone or otherwise). Further,
Purchaser shall have the right to inspect the Unit at a reasonable time
during the 24-hour period immediately preceding the Closing.
13. Defaults and Remedies: (a) If purchaser defaults hereunder,
Seller’s sole remedy shall be to retain the Downpayment as liquidated
damages, it being agreed that Seller’s damages in case of Purchaser’s
default might be impossible to ascertain and that the Downpayment
constitutes a fair and reasonable amount of damages under the
circumstances and is not a penalty.
(b) If Seller defaults hereunder, Purchaser shall have such remedies as
Purchaser shall be entitled to at law or in equity, including, but not
limited to, specific performance.
14. Notices: Any notice, request or other communication (“Notice”)
given or made hereunder (except for the notice required by para. 12),
shall be in writing and either (a) sent by any of the parties hereto or
their respective attorneys, by registered or certified mail, return receipt
requested, postage prepaid, or (b) delivered in person or by overnight
courier, with receipt acknowledged, to the address given at the begin-
ning of this Contract for the party to whom the Notice is to be given, or
to such other address for such party as said party shall hereafter desig-
nate by Notice given to the other party pursuant to this para. 14. Each
Notice mailed shall be deemed given on the fourth business day
following the date of mailing and each Notice delivered in person or by
overnight courier shall be deemed given when delivered.
15. Purchaser’s Lien: The Downpayment and all other sums paid
on account of this Contract and the reasonable expenses of the
examination of title, and departmental violation searches in respect of,
the Unit are hereby made a lien upon the Unit, but such lien shall not
continue after default by Purchaser.
16. Downpayment in Escrow: (a) Seller’s attorney (“Escrowee”)
shall hold the Downpayment for Seller’s account in escrow in a
segregated bank account at the depository identified at the end of this Contract
until Closing or sooner termination of this Contract and shall pay over or apply the
Downpayment in accordance with the terms of this para.16. Escrowee shall (not)
(Delete if inapplicable) hold the Downpayment in an interest-bearing account for
the benefit of the parties. If interest is held for the benefit of the parties, it shall be
paid to the party entitled to the Downpayment and the party receiving the interest
shall pay any in-come taxes thereon. If interest is not held for the benefit of the
parties, the Downpayment shall be placed in an IOLA account or as otherwise
permitted or required by law. The Social Security or Federal Identification
numbers of the parties shall be furnished to Escrowee at the end of this contract. At
closing, the Downpayment shall be paid by Escrowee to Seller. If for any reason
Closing does not occur and either party gives Notice (as defined in para.14) to
Escrowee demanding payment of the Downpayment, Escrowee shall give prompt
Notice to the other party of such demand. If Escrowee does not receive such Notice
of objection within such 10 day period or if for any other reason Escrowee in good
faith shall elect not to make such payment, Escrowee shall continue to hold such
amount until otherwise directed by Notice from the parties to this Contract or a
final, nonappealable judgment, order or decree of a court of competent jurisdiction.
However, Escrowee shall have the right at any time to deposit the Downpayment
with the clerk of a court in the county in which the Unit is located and shall give
Notice of such deposit to Seller and Purchaser. Upon such deposit or other
disbursement in accordance with the terms of this para. 16, Escrowee shall
be relieved and discharged of all further obligations and responsibilities
hereunder.
(b) The parties acknowledge that, although Escrowee is holding the
Downpayment for Seller’s account, for all other purposes Escrowee is
acting solely as a stakeholder at the request of the parties and for their
convenience and that Escrowee shall not be liable to either party for any
act or omission on its part unless taken or suffered in bad faith or in
willful disregard of this Contract or involving gross negligence on the
part of Escrowee. Seller and Purchaser jointly and severally agree to
defend, indemnify and hold Escrowee harmless from and against all
costs, claims and expenses (including reasonable attorneys’ fees)
incurred in connection with the performance of Escrowee’s duties
hereunder, except with respect to actions or omissions taken or suffered
by Escrowee in bad faith or in willful disregard of this Contract or
involving gross negligence on the part of Escrowee.
(c) Escrowee may act or refrain from acting in respect of any matter
referred to herein in full reliance upon and with the advice of counsel
which may be selected by it (including any member of its firm) and
shall be fully protected in so acting or refraining from action upon the
advice of such counsel.
(d) Escrowee acknowledges receipt of the Downpayment by check
subject to collection and Escrowee’s agreement to the provisions of this
para. 16 by signing in the place indicated in this Contract.
(e) Escrowee or any member of its firm shall be permitted to act as
counsel for Seller in any dispute as to the disbursement of the Down-
payment or any other dispute between the parties whether or not
Escrowee is in possession of the Downpayment and continues to act as
Escrowee.
17. FIRPTA: Seller represents and warrants to Purchaser that
Seller is not a “foreign person” as defined in IRC β 1445, as amended,
and the regulations issued thereunder (“Code Withholding Section”).
At the Closing Seller shall deliver to Purchaser a certification stating
that Seller is not a foreign person in the form then required by the Code
Withholding Section. In the event Seller fails to deliver the aforesaid
certification or in the event that Purchaser is not entitled under the Code
Withholding Section to rely on such certification, Purchaser shall
deduct and withhold from the Purchase Price a sum equal to 10% thereof and
shall at Closing remit the withheld amount with the required forms to the Internal
Revenue Service.
18. Title Report; Acceptable Title: (a) Purchaser shall promptly after the date
hereof, or after receipt of the mortgage commitment letter, if applicable, order a title
insurance report from the Title Company. Promptly after receipt of the title report
and thereafter of any continuation thereof and supplements thereto, Purchaser shall
forward a copy of each such report, continuation or supplement to the attorney for
Seller. Purchaser shall further notify Seller’s attorney of any other objections to title
not reflected in such title report of which Purchaser becomes aware following the
delivery of such report, reasonably promptly after becoming aware of such
objections.
(b) Any unpaid taxes, assessments, water charges and sewer rents, together with the
interest and penalties thereon to a date not less than two business days following the
date of Closing, and any other liens and encumbrances which Seller is obligated to
pay and discharge or which are against corporations, estates or other persons in the
chain of title, together with the cost of recording or filing any instruments necessary
to discharge such liens and encumbrances of record, may be paid out of the
proceeds of the monies payable at the Closing if Seller delivers to Purchaser at the
Closing official bills for such taxes, assessments, water charges, sewer rents, interest
and penalties and instruments in recordable form sufficient to discharge any other
liens and encumbrances of record. Upon request made not less than 3 business
days before the Closing, Purchaser shall provide at the Closing separate checks for
the foregoing payable to the order of the holder of any such lien, charge or
encumbrance and other-wise complying with subpara. 3(b). If the Title Company
is willing to insure Purchaser that such charges, liens and encumbrances
will not be collected out of or enforced against the Unit and is willing to
insure the lien of Purchaser’s Institutional Lender (as hereinafter
defined) free and clear of any such charges, liens and encumbrances, the
Seller shall have the right in lieu of payment and discharge to deposit with the
Title Company such funds or give such assurances or to pay such special or
additional premiums as the Title Company may require in order to so insure. In
such cases the charges, liens and encumbrances with respect to which the Title
Company has agreed to insure shall not be considered objections to title.
(c) Seller shall convey and Purchaser shall accept fee simple title to the
Unit in accordance with the terms of this Contract, subject only to: (a)
the Permitted Exceptions and (b) such other matters as (i) the Title
Company or any other title insurer licensed to do business by the State
of New York shall be willing, without special or additional premium, to
omit as exceptions to coverage or to except with insurance against
collection out of or enforcement against the Unit (ii) shall be accepted
by any lender which has committed in writing to provide mortgage
financing to Purchaser for the purchase of the Unit (“Purchaser’s
Institutional Lender”), except that if such acceptance by Purchaser’s
Institutional Lender is unreasonably withheld or delayed, such
acceptance shall be deemed to have been given.
(d) Notwithstanding any contrary provisions in the Contract, express or
implied, or any contrary rule of law or custom, if Seller shall be unable
to convey the Unit in accordance with this Contract (provided that
Seller shall release, discharge or otherwise cure at or prior to Closing
any matter created by Seller after the date hereof and any existing mort-
gage, unless this sale is subject to it) and if Purchaser elects not to
complete this transaction without abatement of the Purchase Price, the
sole obligation and liability of Seller shall be to refund the
Downpayment to Purchaser, together with the reasonable cost of the
examination of title and departmental violation searches in respect of,
the Unit, and upon the making of such refund and payment, this
Contract shall be deemed cancelled and of no further force or effect and
neither party shall have any further rights against, or obligation or
liabilities to, the other by reason of this contract. However, nothing
contained in the subpara. 19(d) shall be construed to relieve Seller from
liability due to a willful default.
19. Risk of Loss; Casualty: (a) The risk of loss or damage to the Unit
or the personal property included in this sale, by fire or other casualty,
until the earlier of the Closing or possession of the Unit by Purchaser, is
assumed by Seller, but without any obligation of Seller to repair or re-
place any such loss or damage unless Seller elects to do so as herein-
after provided. Seller shall notify Purchaser of the occurrence of any
such loss or damage to the Unit or the personal property included in this
sale within 10 days after such occurrence or by the date of Closing,
whichever first occurs, and by such notice shall state whether or not
Seller elects to repair or restore the Unit and/or the personal property, as
the case may be. If Seller elects to make such repairs and restorations,
Seller’s notice shall set forth an adjourned date for the Closing, which
shall be not more than 60 days after the date of the giving of Seller’s
notice. If Seller either does not elect to do so or, having elected to make
such repairs and restorations, fails to complete the same on or before
said adjourned date for the Closing, Purchaser shall have the following
options:
(i) To declare this Contract cancelled and of no further force or effect
and receive a refund of the Downpayment in which event neither party
shall thereafter have any further rights against, or obligations or
liabilities to, the other by reason of this Contract; or
(ii) To complete the purchase in accordance with this Contract with- out
reduction in the Purchase Price, except as provided in the next sent-
ence. If Seller carries hazard insurance covering such loss or damage,
Seller shall turn over to Purchaser at the Closing the net proceeds
actually collected by Seller under the provisions of such hazard
insurance policies to the extent that they are attributable to loss of or
damage to any property included in this sale, less any sums theretofore
expended by Seller in repairing or replacing such loss or damage or in
collecting such proceeds; and Seller shall assign (without recourse to
Seller) Seller’s right to receive any additional insurance proceeds which
are at-attributable to the loss of or damage to any property included in
this sale.
(b) If seller does not elect to make such repairs and restorations,
Purchaser may exercise the resulting option under (i) or (ii) of (a) above
only by notice given to Seller within 10 days after receipt of Seller’s
notice. If Seller elects to make such repairs and restorations and fails to
complete the same on or before the adjourned closing date, Purchaser
may exercise either of the resulting options within 10 days after the
adjourned closing date.
(c) In the event of any loss of or damage to the Common Elements
which materially and adversely affects access to or use of the Unit,
arising after the date of this Contract but prior to the Closing, Seller
shall notify Purchaser of the occurrence thereof within 10 days after
such occurrence or by the date of Closing, whichever occurs first, in
which event Purchaser shall have the following options:
(i) To complete the purchase in accordance with this Contract
without reduction in the Purchase Price; or
(ii) To adjourn the Closing until the first to occur of (1) completion
of the repair and restoration of the loss or damage to the point that there
is no longer a materially adverse effect on the access to or use of the
Unit or (2) the 60
th
day after the date of the giving of Seller’s aforesaid
notice. In the event Purchaser elects to adjourn the Closing as aforesaid
and such loss or damage is not so repaired and restored within 60 days
after the date of the giving of Seller’s aforesaid notice, then Purchaser
shall have the right either to (x) complete the purchase in accordance
with this Contract without reduction in the Purchase Price or (y) declare
this Contract cancelled and of no further force or effect and receive a
refund of the Downpayment, in which latter event neither party shall
thereafter have any further rights against, or obligations or liabilities to,
the other by reason of this Contract.
(d) In the event of any loss of or damage to the Common Elements
which does not materially and adversely affect access to or use of the
Unit, Purchaser shall accept title to the Unit in accordance with this
Contract without abatement of the Purchase Price.
20. Internal Revenue Service Reporting Requirement: Each party
shall execute, acknowledge and deliver to the other party such
instruments, and take such other actions, as such other party may
reasonably request in order to comply with IRC β 6045(e), as amended,
or any successor provision or any regulations promulgated pursuant
thereto, insofar as the same requires reporting of information in respect
of real estate transactions. The provisions of this para. 20 shall survive
the Closing. The parties designate as
the attorney responsible for reporting this information as required by the
Internal Revenue Code.
21. Broker: Seller and Purchaser represent and warrant to each
other that the only real estate broker with whom they have dealt in
connection with this Contract and the transaction set forth herein is
and that they know of no other real estate broker who has claimed or
may have the right to claim a commission in connection with this
transaction. The commission of such real estate shall be paid by Seller
pursuant to separate agreement. If no real estate broker is specified
above, the parties acknowledge that this Contract was brought about by
direct negotiation between Seller and Purchaser and each represents to
the other that it knows of no real estate broker entitled to a commission
in connection with this transaction. Seller and Purchaser shall
indemnify and defend each other against any costs, claims or expenses
(including reasonable attorneys’ fees) arising out of the breach of any
representation, warranty or agreement contained in this para. 21. The
provisions of this para. 21 shall survive the Closing or, if the Closing
does not occur, the termination of this Contract.
22. Mortgage Contingency: (Delete if inapplicable) (a) The
obligations of Purchaser hereunder are conditioned upon
issuance on or before (theCom-
mitment Date”) of a written commitment from any Institutional
Lender pursuant to which such Institutional Lender agrees to
make a loan, other Than a VA, FHA or other governmentally insured
loan to Purchaser, at Purchaser’s sole cost and expense, of $
or such lesser sum as Purchaser shall be willing to accept at the
prevailing fixed rate of interest not to exceed or
initial adjustment rate of interest not to exceed
for a term of at least years and on other customary commitment
terms, whether or not conditioned upon any factors other than an
appraisal satisfactory to the Institutional Lender, secured by a first
mortgage on the Unit together with its undivided interest in the
Common Elements. Purchaser shall (i) make prompt application to an
Institutional Lender for such mortgage loan, (ii) furnish accurate and
complete information on Purchaser and members of Purchaser’s family,
as required, (iii) pay all fees, points and charges required in connection
with such application and loan, (iv) pursue such application with
diligence, (v) cooperate in good faith with such Institutional Lender to
the end of securing such first mortgage loan and (vi) promptly give
Notice to Seller of the name and address of each Institutional Lender to
which Purchaser has made such application. Purchaser shall comply
with all requirements of such commitment (or of any commitment
accepted by Purchaser) and shall furnish Seller with a copy thereof
promptly after receipt thereof. If such commitment is not issued
on or before the Commitment Date, then, unless Purchaser has
accepted a commitment that does not comply with the requirements
set forth above, Purchaser may cancel this Contract by giving
Notice to Seller within 5 business days after the Commitment Date,
in which case this Contract shall be deemed cancelled and thereafter
neither party shall have any further rights against, or obligation or
liabilities to, the other by reason of this Contract except that the
Downpayment shall be promptly refunded to Purchaser and except
as set forth in para. 21. If Purchaser fails to give Notice of
cancellation or if Purchaser shall accept a commitment that does
not comply with the terms set forth above, the Purchaser shall be
deemed to have waived Purchaser’s right to cancel this Contract and to
receive a refund of the Downpayment by reason of the contingency
contained in this para. 22.
(b) For purposes of this Contract, an “Institutional Lender” is any bank,
savings bank, private banker, trust company, savings and loan
association and credit union or similar banking institution whether
organized under the laws of this state, the United States or any other
state; foreign banking corporation licensed by the Superintendent of
Banks of New York or the Comptroller of the Currency to transact
business in New York State; insurance company duly organized or
licensed to do business in New York State; insurance company duly
organized or licensed to do business in New York State; mortgage
banker licensed pursuant to Article 12-D of the Banking Law; and any
instrumentality created by the United States or any state with the power
to make mortgage loans.
(Delete if inapplicable)(c)Purchaser and Seller agree that the
submission of an application to a mortgage broker registered pursuant to
Article 12-D of the New York Banking Law (“Mortgage Broker”) shall
constitute full compliance with the terms and conditions set forth in
para. 22(a)(i) of this Contract, and that Purchaser’s cooperation in good
faith with such Mortgage Broker to obtain a commitment from an
Institutional Lender (together with Purchaser’s cooperation in good
faith with any Institutional Lender to which Purchaser’s application has
been submitted by such Mortgage Broker), and the prompt giving of
Notice of Purchaser to Seller of the name and address of each Mortgage
Broker to which Purchaser has submitted such an application shall
constitute full compliance with the terms and conditions set forth in
para. 22 and (vi) of this Contract.
23. Gender: As used in this Contract, the neuter includes the
masculine and feminine, the singular includes the plural and the plural
includes the singular, as the context may require.
24. Entire Contract: All prior understandings and agreements,
written or oral, between Seller and Purchaser are merged in the Contract
and this
Contract supersedes any and all understandings and agreements
between the parties and constitutes the entire agreement between them
with respect to the subject matter hereof.
25. Captions: The captions in this Contract are for convenience and
reference only and in no way define, limit or describe the scope of this
Contract and shall not be considered in the interpretation of this
Contract or any provision hereof.
26. No Assignment by Purchaser: Purchaser may not assign this
Contract or any of Purchaser’s rights hereunder.
27. Successors and Assigns: Subject to the provisions of para. 26,
the provisions of this Contract shall bind and inure to the benefit of the
Purchaser and Seller and their respective distributees, executors, admin-
stators, heirs, legal representatives, successors and permitted assigns.
28. No Oral Changes: This Contract cannot be changed or
terminated orally. Any changes or additional provisions must be set
forth in a rider attached hereto or in a separate written agreement signed
by both parties to this Contract.
29. Co ntract Not Binding Until Signed: This Contract shall not be
binding or effective until properly executed and delivered by Seller and
Purchaser.
In Witness Whereof, the parties hereto have duly executed this Contract on the day and year
first above written.
__________________________________________ _________________________________________
__________________________________________ _________________________________________
Agreed to as to para. 16:______________________________________ Escrow Depository:_________________________________
SCHEDULE A – Permitted Exceptions
1. Zoning laws and regulations and landmark, historic or wetlands
designation which are not violated by the Unit and which are not
violated by the Common Elements to the extent that access to or use
of the Unit would be materially and adversely affected.
2. Consents for the erection of any structure or structures on, under
or above any street or streets on which the Building may abut.
3. The terms, burdens, covenants, restriction, conditions, easements
and rules and regulations set forth in the Declaration, By-Laws and
rules and regulations of the Condominium, the Power of Attorney
from Purchaser to the board of managers of the Condominium and
the floor plans of the Condominium, all as may be amended from
time to time.
4. Rights of utility companies to lay, maintain, install and repair
pipes, lines, poles, conduits, cable boxes and related equipment on,
over and under the Building and Common elements, provided that
none of such rights imposes any monetary obligation on the owner of
the Unit or materially interferes with the use of or access to the Unit.
5. Encroachments of stops, areas, cellar steps, trim, cornices, lintels,
window sills, awnings, canopies, ledges, fences, hedges, coping and
retaining walls projecting from the Building over any street or
highway or over any adjoining property and encroachments of similar
elements projecting from adjoining property over the Common
Elements.
6. any state of facts which an accurate survey or personal inspection
of the Building, Common Elements or Unit would disclose, provided
that
Such facts do not prevent the use of the Unit for dwelling purposes, or if
a storage unit, for storage purposes. For the purposes of this Contract,
none of the facts shown on the survey, if any, identified below, shall be
deemed to prevent the use of the Unit for dwelling purposes, and
Purchaser shall accept title subject thereto.
7. The lien of any unpaid common charge, real estate tax, water
charge, sewer rent or vault charge, provided the same are paid or
apportioned at the Closing as herein provided.
8. The lien of any unpaid assessments to the extent of installments
there-of payable after the Closing.
9. Liens, encumbrances, and title conditions affecting the Common
elements which do not materially and adversely affect the right of the
Unit owner to use and enjoy the Common Elements,
10. Notes or notices of violations of law or governmental orders,
ordinances or requirements (a) affecting the Unit and noted or issued
subsequent to the date of this Contract by any governmental
department, agency or bureau having jurisdiction and (b) any such notes
or notices affecting only the Common Elements which were noted or
issued prior to or on the date of this Contract or at any time hereafter.
11. Any other matters or encumbrances subject to which Purchaser is
required to accept title to the Unit pursuant to this Contract.
The survey reffered to in No. 6 above was prepared by
dated 20 and last revised ,20
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