Fillable Printable Contract of Sale - Cooperative Apartment

Contract of Sale - Cooperative Apartment

Contract of sale cooperative apartment. 7-2001

Prepared by the Committee on Condominium and Cooperative of the Real Property Section of the New York State Bar Association

CONSULT YOUR LAWYER BEFORE SIGNING THIS AGREEMENT

Contract of Sale - Cooperative Apartment

This Contract is made as of between the "Seller" and the "Purchaser" identified below.

1 Certain Definitions and Information

1.1 The "Parties" are:

1.1.1 "Seller": 1.1.2 "Purchaser":

Prior names used by Sell er:

Address:

S.S. No.:

1.2 The "Attorneys" are (name, firm name, address and telephone, fax):

1.2.1 "Seller's Attorney"

1.2.2 "Purchaser's Attorney"

1.3 The "Escrowee" is the [Seller's] [Purchaser's] Attorney.

1.4 The Managing Agent is (name, address and

telephone , fax):

1.5 The real estate "Broker(s)" (see ¶ 12) is/are:

1.6 The name of the cooperative housing corporation

("Corporation") is:

1.7 The "Unit" number is:

1.8 The Unit is located in "Premises" known as:

1.9 The “Shares” are the shares of the

Corporation allocated to the Unit.

1.10 The "Lease" is the Corporation's proprietary lease

or occupancy agreement for the Unit, given by the

Corporati o n w hi ch e x pi res o n

1.11 "Personalty" is the following personal property, to

the extent existing in the Unit on the date hereof: the

refrigerators, freezers, ranges, ovens, built-in

microwave ovens, dishwashers, garbage disposal units,

cabinets and counters, lighting fixtures, chandeliers,

wall-to-wall carpeting, plumbing and heating fixtures,

central air-conditioning and/or window or sleeve units,

washing machines, dryers, screens an d storm windows,

window treatments, switch plates, door hardware,

mirrors, built-ins not excluded in ¶ 1.12 and

1.12 Specifically exclud ed from this sale is all personal

property not included in ¶ 1.11 and:

1.13 The sale [does] [does not] include Seller's interest

in [Storage]/ [Servant's Room]/ [Parking Space]

("Included Interests")

1.14 The "Closing" is the transfer of ownership of the

Shares and Lease.

1.15 The date scheduled for Closing is

("Scheduled Closing Date")

at .M (See ¶¶ 9 and 10)

1.16 The "Purchase Price" is: $

1.16.1 The "Contract Deposit" is: $

1.16.2 The "Balance" of the Purchase Price

due at Closing is: (See ¶ 2.2.2)

1.17 The monthly "Maintenance" charge is $

(See ¶ 4)

1.18 The "Assessment", if any, payable to the

Corporation, at the date of this Contract is $ ,

payable as follows:

1.19 [Seller] [Purchaser] shall pay the Corporation's

flip tax, transfer fee (apart from the transfer agent fee)

and/or waiver of option fee (“Flip Tax”), if any.

1.20 Financing Options (Delete two of the following ¶¶

1.20.1 , 1. 20 .2 or 1.20.3)

1.20.1 Purchaser may apply for financing in

connection with this sale and Purchaser's obligation to

purchase under this Contract is contingent upon

issuance of a Loan Commitment Letter by the Loan

Commitment Date (¶18 .1.2).

1.20.2 Purchaser may apply for financing in

connection with this sale but Purchaser's obligation to

purchase under this Contract is not contingent upon

issuance of a Loan Commitment letter.

1.20.3 Purchaser shall not apply for financing

in connection with this sale.

1.21 If ¶ 1.20.1 or 1.20.2 apllies, the "Financing Terms"

for ¶ 18 are: a loan of $ for a term of

years or such lesser amount or shorter term as

applied for or acceptable to Purchaser; and the

"Loan Commitment Date" for ¶ 18 is

calendar days after the Delivery Date.

1.22 The "Delivery Date" of this Contract is the date on

which a fully executed counterpart of this Contract is

deemed given to and received by Purchaser or

Purchaser's Attorney as provided in ¶ 17.3.

1.23 All "Proposed Occupants" of the Unit are:

1.23.1 persons and relationship to Purchaser:

1.23.2 pets:

1.24 The Contract Deposit shall be held in [a non-]

[an] IOLA escrow account. If the account is a non-

IOLA account then interest shall be paid to the Party

entitled to the Contract Deposit. The Party receiving

the interest shall pay any income taxes thereon. The

escrow account shall be a segregated bank account at

Depository:

Address: (See ¶ 27)

1.25 This Contract is [not] continued on attached

rider(s).

2 Agreement to Sell and Purchase; Purchase Price;

Escrow

2.1 Seller agrees to sell to Purchaser, and Purchaser

agrees to purchase from Seller, the Seller's Shares,

Lease, Personalty and any Included Interests and all

other items included in th is sale, for the Purchase Price

and upon the terms and conditions set forth in this

Contract.

2.2 The Purchase Price is payable to Seller by

Purchaser as follows:

2.2.1 the Contract Deposit at the time of

signing this Contract by Purchaser's good check to the

order of Escrowee; and

2.2.2 the Balance at Closing, only by cashier's

or official bank check or certified check of Purchaser

payable to the direct order of Seller. The check(s) shall

be drawn on and payable by a branch of a commercial

or savings bank, savings and loan association or trust

company located in the same City or County as the

Unit. Seller may direct, on reasonable Notice (defined

in ¶ 17) prior to Closing, that all or a portion of the

Balance shall be made payable to persons other than

Seller (see ¶ 17.7).

3 Personalty

3.1 Subject to any rights of the Corporation or any

holder of a mort-gage to which the Lease is

subordinate, this sale includes all of the Seller's

interest, if any, in the Personalty and the Included

Interests.

3.2 No co nsideration is being paid for th e Personalty or

for the Included Interests; nothing shall be sold to

Purchaser if the Closing does not occur.

3.3 Prior to Closing, Seller shall remove from the Unit

all the furniture, furnishings and other property not

included in this sale, and repair any damage caused by

such removal.

4 Representations and Covenants

4.1 Subject to any matter affecting title to the Premises

(as to which Seller makes no representations or

covenants), Seller represents and covenants that:

4.1.1 Seller is, and shall at Closing be, the sole

owner of the Shares, Lease, Personalty and Included

Interests, with the full right, power and au thority to sell

and assign them. Seller shall make timely provision to

satisfy existing security interest(s) in the Shares and

Lease and have the same delivered at Closing (See ¶

10.1);

4.1.2 the Shares were duly issued, fully paid

for and are non-assessable;

4.1.3 the Lease is, and will at Closing be, in

full force and effect and no notice of default under the

Lease is now or will at Closing be in effect;

4.1.4 the Maintenance and Assessments

payable as of the date hereof are as specified in ¶ 1.17

and 1.18;

4.1.5 as of this date, Seller neither has actual

knowledge nor has received any written notice of any

increase in Maintenance or any Assessment which has

been adopted by the Board of Directors of the

Corporation and is not reflected in the amounts set

forth in ¶¶ 1.17and l.l 8;

4.1.6 Seller has not made any material

alterations or add ition s to th e Unit without an y required

consent of the Corporation or, to Seller's actual

knowledge, without compliance with all applicable

law. This provision shall not survive Closing.

4.1.7 Seller has not entered into, shall not

enter into, and has no actual knowledge of any

agreement (other than the Lease) affecting title to the

Unit or its use and/or occupancy after Closing, or

which would be binding on or adversely affect

Purchaser after Closing (e.g. a sublease or alteration

agreement);

4.1.8 Seller has been known by no other name

for the past 10 years except as set forth in ¶ 1.1.1.

4.1.9 at Closing in accordance with ¶ 15.2:

4.1.9.1 there shall be no judgments

outstanding against Seller which have not been bonded

against collection out of the Unit

("Judgments");

4.1.9.2 the Shares, Lease, Personalty

and any Included Interests shall be free and clear of

liens (other than the Corporation's general lien on the

Shares for which no monies shall be owed),

encumbrances and adverse interests ("Liens");

4.1.9.3 all sums due to the

Corporation shall be fully paid by Seller to the end of

the payment period immediately preceding the date of

Closing;

4.1.9.4 Seller shall not be indebted

for labor or material which might give rise to the filing

of a notice of mechanic's lien against the Unit or the

Premises; and

4.1.9.5 no violations shall be of

record which the owner of the Shares and Lease would

be obligated to remedy under the Lease.

4.2 Purchaser represents and covenants that:

4.2.1 Purchaser is acquiring the Shares and

Lease for residential occupancy of the Unit solely by

the Proposed Occupants iden tified in ¶ 1.23

4.2.2 Purchaser is not, and within the past 7

years has not been, the subject of a bankruptcy

proceeding;

4.2.3 if ¶ 1.20.3 applies, Purchaser shall not

apply for fi nancing in con nection with t his p urc hase.

4.2.4 Each individual comprising Purchaser is

over the age of 18 and is purchasing for Purchaser's

own account (beneficial and of record);

4.2.5 Purchaser shall not make any

representations to the Corporation contrary to the

foregoing and shall provide all documents in support

thereof required by the Corporation in connection with

Purchaser's application for approval of this transaction;

and

4.2.6 there are not now and shall not be at

Closing any unpaid tax liens or monetary judgments

against Purchaser.

4.3 Each Party covenants that its representations and

covenants contained in ¶ 4 shall be true and complete

at Closing and, except for ¶ 4.1.6, shall survive Closing

but any action based thereon must be instituted within

one year after Closing.

5 Corporate Documents

Purchaser has examined and is satisfied with, or

(except as to an y matter represented in this Contract by

Seller) accepts and assumes the risk of not having

examined, the Lease, the Corporation's Certificate of

Incorporation, By-laws, House Rules, minutes of

shareholders' and directors' meetings, most recent

audited financial statement and most recent statement

of tax deductions available to the Corporation's

shareholders under Internal Revenue Code ("IRC")

§216 (or any successor statute).

6 Required Approval and References

6.1 This sale is subject to the unconditional consent of

the Corporation.

6.2 Purchaser shall in good faith:

6.2.1 submit to the Corporation or the

Managing Agen t an app licatio n with respect to th is sale

on the form required by the Corporation, containing

such data and together with such documents as the

Corporation requires, and pay the applicable fees and

charges that the Corporation imposes upon Purchaser.

All of the foregoing shall be submitted within 10

business days after the Delivery Date, or, if ¶ 1.20.1 or

1.20.2 applies and the Loan Commitment Letter is

required by the Corporation, within 3 business days

after the earlier of (i) the Loan Commitment Date

(defined in ¶ 1.21) or (ii) the date of receipt of the

Loan Commitment Letter (defined in ¶ 18.1.2);

6.2.2 attend (and cause any Proposed

Occupant to attend) one or more personal interviews,

as requested by the Corporation; and

6.2.3 promptly submit to the Corporation such

further references, data and documents reasonably

requested by the Corporation.

6.3 Either Party, after learning of the Corporation's

decision, shall promptly advise the other Party thereof.

If the Cor poration has not made a decision on or b efore

the Scheduled Closing Date, the Closing shall be

adjourned for 30 business days for the purpose of

obtaining such consent. If such consent is not given by

such adjourned date, either Party may cancel this

Contract by Notice, provided that the Corporation’s

consent is not issued before such Notice of cancellation

is given. If such consent is refused at any time, either

Party may cancel this Contract by Notice. In the event

of cancellation pursuant to this ¶ 6.3, the Escrowee

shall refund the Contract Deposit to Purchaser.

6.4 If such consent is refused, or not given, due to

Purchaser's bad faith conduct. Purchaser shall be in

default and ¶ 13.1 shall govern.

7 Conditi on of Unit and Pers onalty; Possession

7.1 Seller makes no representation as to the physical

condition or state of repair of the Unit, the Personalty,

the Included Interests or the Premises. Purchaser has

inspected or waived inspection of the Unit, the

Personalty and the Included Interests and shall take the

same "as is", as of the date of this Contract, except for

reasonable wear and tear. However, at the time of

Closing, the appliances shall be in working order and

required smoke detector(s) shall be installed and

operable.

7.2 At Closing, Seller shall deliver possession of the

Unit, Personalty and Includ ed Interests in the condition

required by ¶ 7.1, broom-clean, vacant and free of all

occupants and righ ts of possession.

8 Risk of Loss

8.1 The provisions of General Obligations Law § 5-

1311, as modified herein, shall apply to th is transaction

as if it were a sale of realty. For purposes of this

paragraph , the term "Unit" inclu des built-in Personalty.

8.2 Destruction shall be deemed "material" under GOL

§ 5-1311, if the reasonably estimated cost to restore the

Unit shall exceed 5% of the Purchase Price.

8.3 In the event of any destruction of the Unit or the

Premises, when neither legal title nor the possession of

the Unit has been transferred to Purchaser, Seller shall

give Notice of the loss to Pu rchaser ("Loss Notice") by

the earlier of the date of Closing or 7 business days

after the date of the loss.

8.4 If there is material destruction of the Unit without

fault of Purchaser, this Contract shall be deemed

canceled in accordance with ¶ 16.3, unless Purchaser

elects by Notice to Seller to complete the purchase with

an abatement of the Purchase Price; or

8.5 Whether or not there is any destruction of the Unit,

if without fault of Purchaser, more than 10% of the

units in the Premises are rendered uninhabitable, or

reasonable access to the Unit is not available, then

Purchaser shall h ave the right to cancel th is Contract in

accordance with ¶ 16.3 by Notice to Seller.

8.6 Purchaser's Notice pursuant to ¶ 8.4 or ¶ 8.5 shall

be given within 7 business days following the giving of

the Loss Notice except that if Seller does not give a

Loss Notice, Purchaser's Notice may be given at any

time at or prior to Closing.

8.7 In the event of any destruction of the Unit,

Purchaser shall not be entitled to an abatement of the

Purchase Price (i) that exceeds the reasonably

estimated cost of repair and restoration or (ii) for any

loss that the Corporation is obliged to repair or restore;

but Seller shall assign to Purchaser, without recourse,

Seller's claim, if any, against the Corporation with

respect to such loss.

9 Closin g L ocation

The Closing shall be held at the location designated by

the Corporation or, if no such designation is made, at

the office of Seller's Attorney. ^

10 Closing

10.1 At Closing, Seller shall deliver or cause to be

delivered:

10.1.1 Seller's certificate for the Shares duly

endorsed for transfer to Purchaser or accompanied by a

separate duly executed stock power to Purchaser, and

in either case, with any guarantee of Seller's signature

required by the Corporation ;

10.1.2 Seller's counterpart original of the

Lease, all assignments and assumptions in the chain of

title and a duly executed assignment thereof to

Purchaser in the form required by the Corporation;

10.1.3 FIRPTA documents required by ¶ 25;

10.1.4 keys to the Unit, building entrance(s),

and, if applicable, garage, mailbox, storage unit and

any locks in the Unit;

10.1.5 if requested, an assignment to

Purchaser of Seller's interest in the Personalty and

Include d Inte rests;

10.1.6 any documents and payments to

comply with ¶ 15.2

10.1.7 If Seller is unable to deliver the

documents required in

¶ 10.1.1 or 10.1.2 then Seller shall deliver or cause to

be delivered all documents and payments required by

the Corpor ation fo r the issuan ce of a new certificate for

the Shares or a new Lease.

10.2 At Closing, Purchaser shall:

10.2.1 pay the Balance in accordance with ¶

2.2.2;

10.2.2 execute and deliver to Seller and the

Corporation an agreement assuming the Lease, in the

form required by the Corporation; and

10.2.3 if requested by the Corporation,

execute and deliver counterparts of a new lease

substantially the same as the Lease, for the balance of

the Lease term, in which case the Lease shall be

canceled and surrendered to the Corporation together

with Seller's assignment thereo f to Purchaser.

10.3 At Closing, the Parties shall complete and execute

all documents necessary:

10.3.1 for Internal Revenue Service ("IRS")

form 1099-S or other similar requirements;

10.3.2 to comply with smoke detector

requirements and any applicable transfer tax filings;

and

10.3.3 to transfer Seller's interest, if any, in

and to the Personalty and Included Interests.

10.4 Purchaser shall not be obligated to close unless, at

Closing, th e Corporation delivers:

10.4.1 to Purchaser a new certificate for the

Shares in the name of Purchaser; and

10.4.2 a written statement by an officer or

authorized agent of the Corporation consenting to the

transfer of the Shares and Lease to Purchaser and

setting forth the amounts of and payment status of all

sums owed by Seller to the Corporation, including

Maintenance and any Assessments, and the dates to

which each has been paid.

11 Closing Fees, Taxes and Apportionments

11.1 At or prior to Closing,

11.1.1 Seller shall pay, if applicable:

11.1.1.1 the cost of stock transfer

stamps; and

11.1.1.2 transfer taxes, except as set

forth in ¶ 11.1.2.2

11.1.2 Purchaser shall p a y, if app licable:

11.1.2.1 any fee imposed by the

Corporation relating to Purchaser's financing; and

11.1.2.2 transfer taxes imposed by

statute primarily on Purchaser (e.g., the "mansion tax"),

11.2 The Flip Tax, if any, shall be paid by the Party

specified in ¶ 1.19.

11.3 Any fee imposed by the Corporation and not

specified in this Contract shall be paid by the Party

upon whom such fee is expressly imposed by the

Corporation, and if no Party is specified by the

Corporation, then such fee shall be paid by Seller.

11.4 The Parties shall apportion as of 11:59 P.M. of the

day preceding the Closing, the Maintenance, and any

other periodic charges due the Corporation (other than

Assessments) and STAR Tax Exemption (if the Unit is

the beneficiary of same), based on the number of the

days in the month of Closing.

11.5 Assessments, whether payable in a lump sum or

installments, shall no t be apportioned, bu t shall be paid

by the Party who is the owner of the Shares on the date

specified by the Corporation for payment. Purchaser

shall pay any installments payable after Closing

provided Seller had the right and elected to pay the

Assessment in installments.

11.6 Each Party shall timely pay any transfer taxes for

which it is pr imarily liable p ursu ant to law b y cashier's,

official bank, certified or attorney's escrow check. This

¶ 11.6 shall survive Closing.

11.7 Any computational errors or omissions shall be

corrected within 6 months after Closing. This ¶11.7

shall survive Closing.

12 Broker

12.1 Each Party repr esents that such Party has not dealt

with any person acting as a broker, whether licensed or

unlicensed, in connection with this transaction other

than the Broker(s) named in ¶ 1.5.

12.2 Seller shall pay the Broker's commission pursuant

to a separate agreement The Broker(s) shall not be

deemed to be a third-party beneficiary of this Contract.

12.3 This ¶12 shall survive Closing, cancellation or

termination of this Contract.

13 Defaults, Remedies and Indemnities

13.1 In the event of a default or misrepresentation by

Purchaser, Seller's sole and exclusive remedies shall be

to cancel this Contract, retain the Contract Deposit as

liquidated damages and, if applicable, Seller may

enforce the indemnity in ¶ 13.3 as to brokerage

commission or sue under ¶ 13.4. Purchaser prefers to

limit Purchaser's exposure for actual damages to the

amount of the Contract Deposit, which Purchaser

agrees constitutes a fair and reasonable amount of

compensation for Seller's damages under the

circumstances and is not a penalty. The principles of

real property law shall app ly to this liquidated d amages

provision.

13.2 In the event of a default or misrepresentation by

Seller, Purchaser shall have such remedies as Purchaser

is entitled to at law or in equity, including specific

performance, because the Unit and possession thereof

cannot be duplicated.

13.3 Subject to the provisions of ¶ 4.3, each Party

indemnifies and holds harmless the other against and

from any claim, judgment, loss, liability, cost or

expense resulting from the indemnitor's breach of any

of its representations or covenants stated to survive

Closing, cancellation or termination of this Contract.

Purchaser indemnifies and holds harmless Seller

against and from any claim, judgment, loss, liability,

cost or expense resulting from the Lease obligations

accruing from and after the Closing. Each indemnity

includes, without limitation, reasonable attorneys' fees

and disbursements, court costs and litigation expenses

arising from the defense of any claim and enforcement

or collection of a judgment under this indemnity,

provided the indemnitee is given Notice and

opportunity to defend the claim. This ¶ 13.3 shall

survive Closing, cancellation or termination of this

Contract.

13.4 In th e event any instrumen t for the payment of th e

Contract Deposit fails of collection, Seller shall have

the right to sue on the uncollected instrument. In

addition, such failure of collection shall be a default

under this Contract, provided Seller gives Purchaser

Notice of such failure of collection and, within 3

business days after Notice is given, Escrowee does not

receive from Purchaser an unendorsed good certified

check, bank check or immediately available funds in

the amount of the uncollected funds. Failure to cure

such default shall en title Seller to the remedies set forth

in ¶ 13.1 and to retain all sums as may be collected

and/or recovered.

14 Entire Agreement; Modification

14.1 All prior oral or written representations,

understandings and agreements had between the Parties

with respect to the subject matter of this Contract, and

with the Escrowee as to ¶ 27, are merged in this

Contract, which alone fully and completely expresses

the Parties’ and Escrowee's agreement.

14.2 The Attorneys may extend in writing any of the

time limitations stated in this Contract. Any other

provision of this Contract may be changed or waived

only in writing signed by the Party or Escrowee to be

charged.

15 Removal of Liens and Judgments

15.1 Purchaser shall deliver or cause to be delivered to

Seller or Seller's Attorney, not less than 10 calendar

days prior to the Scheduled Closing Date a Lien and

Judgment search, except that Liens or Judgments first

disclosed in a continuation search shall be reported to

Seller within 2 business days after receipt thereof, but

not later than the Closing. Seller shall have the right to

adjourn the Closing pursuant to ¶ 16 to remove any

such Liens and Judgments. Failure by Purchaser to

timely deliver such search or continuation search shall

not constitute a waiver of Seller's covenants in ¶4 as to

Liens and Judgments. However, if the Closing is

adjourned solely by reason of untimely delivery of the

Lien and Judgment search, the apportionments under ¶

11.3 shall be made as of 11:59 P.M. of the day

preceding the Scheduled Closing Date in ¶ 1.15.

15.2 Seller, at Seller's expense, shall obtain and deliver

to the Purchaser the documents and payments

necessary to secure the release, satisfaction,

termination and discharge or removal of record of any

Liens and Judgmen ts. Seller may use any portion of the

Purchase Price for such purposes.

15.3 This ¶ 15 shall survive Closing.

16 Seller’s Inability

16.1 If Seller shall be unable to transfer the items set

forth in ¶ 2.1 in accordance with this Contract for any

reason other than Seller's failure to make a required

payment or other willful act or omission, then Seller

shall have the right to adjourn the Closing for periods

not exceeding 60 calendar days in the aggregate, but

not extending beyond the expiration of Purchaser's

Loan Commitment Letter, if ¶ 1.20.1 or 1.20.2 applies.

16.2 If Seller does not elect to adjourn the Closing or

(if adjourned) on the adjourned date of Closing Seller

is still unable to perform, then unless Purchaser elects

to proceed with the Closing without abatement of the

Purchase Price, either Party may cancel this Contract

on Notice to the other Party given at any time

thereafter.

16.3 In the event of such cancellation, the sole liability

of Seller shall be to cause the Contract Deposit to be

refunded to Purchaser and to reimburse Purchaser for

the actual costs incurred for Purchase's lien and title

search, if any.

17 Notices and Contract Delivery

17.1 Any notice or demand ("Notice") shall be in

writing and delivered either by hand. overnight

delivery or certified or registered mail, return receipt

requested, to the Party and simultaneously, in like

manner, to such Party's Attorney, if any, and to

Escrowee at their respective addresses or to such other

address as shall hereafter be designated by Notice

given pursuant to this ¶ 17.

17.2 The Contract may be delivered as provided in ¶

17.1 or by or dinary mai l .

17.3 The Contract or each Notice shall be deemed

given and received:

17.3.1 on the day delivered by hand;

17.3.2 on the business day following the date

sent by overnight delive ry ;

17.3.3 on the 5th business day following the

date sent by certified or registered mail; or

17.3.4 as to the Contract only, 3 business

days following the date of ordinary mailing.

17.4 A Notice to Escrowee shall be deemed given only

upon actual receipt by Escrowee.

17.5 The Attorneys are authorized to give and receive

any Notice on behalf of t heir respective clients.

17.6 Failure or refusal to accept a Notice shall not

invalidate the Notice.

17.7 Notice pursuant to ¶¶ 2.2.2 and 13.4 may be

delivered by confirmed facsimile to the Party's

Attorney and shall be deemed given when transmission

is confirmed by sender's facsimile machine.

18 Financing Provisions

18.1 The provisions of ¶¶ 18.1 and 18.2 are applicable

only if ¶ l.20.1or 1.20.2 applies.

18.1.1 An "Institutional Lender" is any of the

following that is authorized under Federal or New

York State law to issue a loan secured by the Shares

and Lease and is currently extending similarly secured

loan commitments in the county in which the Unit is

located: a bank, savings bank, savings and loan

association, trust company, credit union of which

Purchaser is a member, mortgage banker, insurance

company or governmental entity.

18.1.2 A "Loan Commitment Letter" is a

written offer from an Institutional Lender to make a

loan on the Financing Terms (see ¶ 1.21) at prevailing

fixed or adjustable interest rates and on other

customary terms generally being offered by

Institutional Lenders making cooperative share loans.

An offer to make a loan conditional upon obtaining an

appraisal satisfactory to the Institutional Lender shall

not become a Loan Commitment Letter unless and

until such condition is met. An offer conditional upon

any factor concerning Purchaser (e.g. sale of current

home, payment of outstanding debt, no material

adverse change in Purchaser's financial condition, etc.)

is a Loan Commitment Letter whether or not such

condition is met. Purchaser accepts the risk that, and

cannot cancel this Contract if, any condition

concerning Purchaser is not met.

18.2 Purchaser, directly or through a mortgage broker

registered pursuant to Article 12-D of the Banking

Law, shall diligently and in good faith:

18.2.1 apply only to an Institutional Lender

for a loan on

the Financing Terms (see ¶ 1.21) on the form required

by the Institutional Lender containing truthful and

complete information, and submit such application

together with such documents as the Institutional

Lender requires, and pay the applicable fees and

charges of the Institutional Lender, all of which shall

be performed within 5 business days after the Delivery

Date;

18.2.2 promptly submit to the Institutional

Lender such further references, data and documents

requested by the Institutional Lender; and

18.2.3 accept a Loan Commitment Letter

meeting the Financing Terms and comply with all

requirements of such Loan Commitment Letter (or any

other loan commitment letter accepted by Purchaser)

and of the Institutional Lender in order to close the

loan; and

18.2.4 furnish Seller with a copy of the Loan

Commitment Letter promptly after Purchaser's receipt

thereof.

18.2.5 Purchaser is not required to apply to

more than one Institutional Lender.

18.3 If ¶ 1.20.1 applies, then

18.3.1 provided Purchaser has complied with

all applicable provisions of ¶ 18.2 and this ¶ 18.3,

Purchaser may cancel this Contract as set forth below,

if:

18.3.1.1 any Institutional Lender

denies Purchaser's application in writing prior to the

Loan Commitment Date (see ¶ 1.21); or

18.3.1.2 a Loan Commitment Letter

is not issued by the Institutional Lender on or before

the Loan Commitment Date; or

18.3.1.3 any requirement of the Loan

Commitment Letter other than one concerning

Purchaser is not met (e.g. failure of the Corporation to

execute and deliver the Institutional Lender's

recognition agreement or other document, financial

condition of the Corporation, owner occupancy quota,

etc.); or

18.3.1.4 (i) the Closing is adjourned

by Seller or the Corporation for more than 30 business

days from the Scheduled Closing Date and (ii) the

Loan Commitment Letter expires on a date more than

30 business days after the Scheduled Closing Date and

before the new date set for Closing pursuant to this

paragraph and (iii) Purchaser is unable in good faith to

obtain from the Institu tional Lender an ex tension of th e

Loan Commitment Letter or a new Loan Commitment

Letter on the Financing Terms without paying

additional fees to the Institutional Lender, unless Seller

agrees, by Notice to Purchaser within 5 business days

after receipt of Purchaser's Notice of cancellation on

such ground, that Seller will pay such additional fees

and Seller pays such fees when due. Purchaser may not

object to an adjournment by Seller for up to 30

business days solely because the Loan Commitment

Letter would expire before such adjourned Closing

date.

18.3.2 Purchaser shall deliver Notice of

cancellation to Seller within 5 business days after the

Loan Commitment Date if cancellation is pursuant to ¶

18.3.1.1 or 18.3.1.2 and on or prior to the Scheduled

Closing Date if cancellation is pursuant to ¶ 18.3.1.3 or

18.3.1.4.

18.3.3 If cancellation is pursuant to ¶ 18.3.1.1,

then Purchaser shall deliver to Seller, together with

Purchaser's Notice, a copy of the Institutional Lender's

written denial of Purchaser's loan application. If

cancellation is pursuant to ¶ 18.3.1.3, then Purchaser

shall deliver to Seller together with Purchaser's Notice

evidence that a requirement of the Institutional Lender

was not m et .

18.3.4 Seller may cancel this Contract by

Notice to Purchaser, sent within 5 days after the Loan

Commitment Date, if Purchaser shall not have sent bv

then either (i) Purchaser's Notice of cancellation or (ii)

a copy of the Loan Commitment Letter to Seller, which

cancellation shall become effective if Purchaser does

not deliver a copy of such Loan Commitment Letter to

Seller within 10 business days after the Loan

Commitment Date.

18.3.5 Failure by either Purchaser or Seller to

deliver Notice of cancellation as required by this ¶ 18.3

shall constitute a waiver of the right to cancel under

this ¶ 18.3.

18.3.6 If this Contract is canceled by

Purchaser pursuant to this ¶ 18.3, then thereafter

neither Party shall have any further rights against, or

obligations or liabilities to, the other by reason of this

Contract, except that the Contract Deposit shall be

promptly refunded to Purchaser and except as set forth

in ¶ 12. If this Contract is canceled by Purchaser

pursuant to ¶ 18.3.1.4, then Seller shall reimburse

Purchaser for any non-refundable financing and

inspection expenses and other sums reimbursable

pursuant t o ¶ 1 6.

18.3.7 Purchaser cannot cancel this Contract

pursua nt to ¶ 18.3.1.4 and canno t obtain a refund of the

Contract Deposit if the Institutional Lender fails to

fund the loan:

18.3.7.1 because a requirement of the

Loan Commitment Letter concerning Purchaser is not

met (e.g., Purchaser's financial condition or

employment status suffers an adverse change;

Purchaser fails to satisfy a co ndition relating to the sale

of an existing residence, etc.) or

18.3.7.2 due to the expiration of a

Loan Commitment Letter issued with an expiration

date that is not more than 30 business days after the

Scheduled Closing Date.

19 Singular/Plura l an d Joint/Several

The use of the singular shall be deemed to include the

plural and vice versa, whenever the context so requires.

If more than one person con stitutes Seller or Purchaser,

their obligations as such Party shall be joint and

several.

20 No Survival

No representation and/or covenant contained herein

shall survive Closing except as expressly provided.

Payment of the Balance sh all co nstitute a d isch arg e and

release by Purchaser of all of Seller's obligations

hereunder except those expressly stated to survive

Closing.

21 Inspections

Purchaser and Purchaser's representatives shall have

the right to inspect the Unit within 48 hours prior to

Closing, and at other reasonable times upon reasonable

request to Seller.

22 Governing Law and Venue

This Contract shall be governed by the laws of the

State of New York without regard to principles of

conflict of laws. Any action or proceeding arising out

of this Contract shall be brought in the county or

Federal district where the Unit is located and the

Parties hereby consent to said venue.

23 No Assignment by Purchaser; Death of

Purchaser

23.1 Purchaser may not assign this Contract or any of

Purchaser's rights hereunder. Any such purported

assignment shall be null and void.

23.2 This Contract shall terminate upon the death of all

persons comprising Purchaser and the Contract Deposit

shall be refunded to the Purchaser. Upon making such

refund and reimbursement, neither Party shall have any

further liability or claim against the other hereunder,

except as set forth in ¶ 12.

24 Cooperation of Parties

24.1 The Parties shall each cooperate with the other,

the Corporation and Purchaser's Institutional Lender

and title company, if any, and obtain, execute and

deliver such documents as are reasonably necessary to

consummate this sale.

24.2 The Parties shall timely file all required

documents in connection with all governmental filings

that are required by law. Each Party represents to the

other that its state ments in such filing s sh all be tru e and

complete. This ¶ 24.2 shall survive Closing.

25 FIRPTA

The parties shall comply with IRC §§ 897, 1445 and

the regulations thereunder as same may be amended

("FIRPTA"). If applicable, Seller shall execute and

deliver to purchaser at Closing a Certification of Non-

Foreign Status ("CNS") or deliver a Withholding

Certificate from the IRS. If Seller fails to deliver a

CNS or a Withholding Certificate, Purchaser shall

withhold from the Balance, and remit to the IRS, such

sum as may be required by law. Seller hereby waives

any right of action against Purchaser on account of

such withholding and remittance. This ¶ 25 shall

surviv e Closing.

26 Additional Requirements

26.1 Purchaser sh all not be obligated to close unless all

of the following requirements are satisfied at the time

of the Closing:

26.1.1 the Corporation is in good standing;

26.1.2 the Corporation has fee or leasehold

title to the Premises, whether or not marketable or

insurable; and

26.1.3 there is no pending in rem action, tax

certificate/lien sale or foreclosure action of any

underlying mortgage affecting the Premises.

26.2 If any requirement in ¶ 26.1 is not satisfied at the

time of the Closing, Purchaser shall give Seller Notice

and if the same is not satisfied within a reasonable

period of time thereafter, then either Party way cancel

this Contract (pursuant to ¶ 16.3) by Notice.

27 Escrow Terms

27.1 The Contract Deposit shall be deposited by

Escrowee in an escrow account as set forth in ¶ 1.24

and the proceeds held and disbursed in accordance with

the terms of this Contract. At Closing, the Contract

Deposit shall be paid by Escrowee to Seller. If the

Closing does not occur and either Party gives Notice to

Escrowee demanding payment of the Contract Deposit,

Escrowee shall give prompt Notice to the other Party of

such demand. If Escrowee does not receive a Notice of

objection to the proposed payment from such other

Party within 10 business days after the giving of

Escrowee's Notice, Escrowee is hereby authorized and

directed to make such payment to the demanding party.

If Escrowee does receive such a Notice of objection

within said period, or if for any reason Escrowee in

good faith elects not to make such payment, Escrowee

may continue to hold the Contract Deposit until

otherwise directed by a joint Notice by the Parties or a

final, non-appealable judgment, order or decree of a

court of competent jurisdiction. However, Escrowee

shall have the right at any time to deposit the Contract

Deposit and the interest thereon, if any, with the clerk

of a court in the county as set forth in ¶ 22 and shall

give Notice of such deposit to each Party. Upon

disposition of the Contract Deposit and interest

thereon, if any, in accordance with this ¶ 27, Escrowee

shall be released and discharged of all escrow

obligations and liabilities.

27.2 The Party whose Attorney is Escrowee shall be

liable for loss of the Contract Deposit. If the Escrowee

is Seller's attorney, then Purchaser shall be credited

with the amount of the contract Deposit at Closing.

27.3 Escrowee will serve without compensation.

Escrowee is acting solely as a stakeholder at the

Parties' request and for their convenience. Escrowee

shall not be liable to either Party for any act or

omission unless it involves bad faith, willful disregard

of this Contract or gross negligence. In the event of any

dispute. Seller and Purchaser shall jointly and severally

(with right of contribution) defend (by attorneys

selected by Escrowee), indemnify and hold harmless

Escrowee from and against any claim, judgment, loss,

liability, cost an d expenses incurred in connection with

the performance of Escrowee's acts or omissions not

involving bad faith, willful disregard of this Contract or

gross negligence. This indemnity includes, without

limitation, reasonable attorneys' fees either paid to

retain attorneys or representing the fair value of legal

services rendered by Escrowee to itself and

disbursements, court costs and litigatio n expenses.

27.4 Escrowee acknowledges receipt of the Contract

Deposit, by check subject to collection.

27.5 Escrowee agrees to the provisions of this ¶ 27.

27.6 If Escrowee is the Attorney for a Party, Escrowee

shall be permitted to represent such Party in any

dispute or la wsuit.

27.7 This ¶ 27 shall survive Closing, cancellation or

termination of this Contract

28 Margin Headings

The margin heading do no t cons titute part of the text o f

this Contract.

29 Miscellaneous

This Contract shall not be binding unless and until

Seller delivers a fully executed counterpart of this

Contract to Purchaser (or Purchaser's Attorney)

pursuant to ¶ 17.2 and 17.3. This Contract shall bind

and inure to the benefit of the Parties hereto and their

respective heirs, personal and legal representatives and

successors in interest.

30 Lead Paint

If applicable, the complete and fully executed

Disclosure of Information on Lead Based Paint and or

Lead-Based Paint Hazards is attached hereto and made

a part hereof.

In Witness Whereof, the Parties hereto have duly executed this Contract as of the date first above written.

ESCROW TERMS AGREED TO: SELLER: PURCHASER:

______________________________ ______________________________ ______________________________

ESCROWEE

______________________________ ______________________________

______________________________