Fillable Printable 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)).

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;

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.

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.

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.

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.

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.

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

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 (the “Com-

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