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Fillable Printable Contract of Sale - Cooperative Apartment Template

Fillable Printable Contract of Sale - Cooperative Apartment Template

Contract of Sale - Cooperative Apartment Template

Contract of Sale - Cooperative Apartment Template

1. Certain Definitions and Information
1.1 The “Parties” are:
Seller:
Address:
Prior names
used by Seller:
Soc. Sec. No.
Purchaser:
Address:
Soc. Sec. No.
1.2 The “Attorneys” are (name,address and telephone):
For Seller:
For Purchaser:
1.3 The “Escrowee” is (name,address and telephone)
1.4 The “Managing Agent” is (name, address and telephone)
1.5 The name of the cooperative housing corporation (“Corporation”) is
1.6 The “Unit” number is
1.7 The Unit is located in “Premises” known as
1.8 The “Shares” are theshares of the
Corporation allocated to the Unit.
1.9 The “Lease” is the proprietary lease for the Unit given by the
Corporation.
1.10 The “Broker” (see Par. 12) is
1.11 The “Closing” is the transfer of ownership of the Shares and
Lease, which is scheduled to occur on
,20at(see Pars. 9 and 10)
1.12 The “Purchase Price” is $
1.12.1 the “Contract Deposit” is $
1.12.2 the “Balance” of the Purchase Price due at Closing is
(see Par. 2)
1.13 The “Maintenance” charge is the rent payable under the Lease
which at the date of this Contr act is in the monthly amount of
$ (see Par. 4)
1.14 The “Assessment” is the additional rent payable under
the Lease which at the date of this Contract is
$ payable as follows:
1.15 The Party upon whom the Corporation imposes a “Flip Tax” or
similar transfer fee, if any, is
(see Par. 11.3)
1.16 If Par. 19 (Financing Contingency) applies:
1.16.1 the “Loan Terms” are:
Amount Financed:$or any lower amount
applied for or acceptable to Purchaser.
Payment Terms and Charges:The customary payment terms (including
prevailing fixed or adjustable interest rate, prepayment provisions and
maturity) and charges (including points, origination and other fees) then
currently being offered to purchasers of cooperative apartments by the
Institutional Lender (defined in Par. 19.5.1) to which Purchaser applies.
Security:Pledge of the Shares and Lease.
1.16.2 the period for Purchaser to obtain a Loan Commitment
Letter is business days after a fully executed
counterpart of this Contract is given to Purchaser.
1.17 The “Proposed Occupants” of the Unit are the following:
1.17.1 persons and relationship to Purchaser:
1.17.2 pets:
1.18 The Contract Deposit shall be held in a interest
bearing escrow account. Interest shall be payable to the
The escrow
account shall be atype
account held at
(See Par. 28)
2. Agreement to Sell and Purchase; Purchase Price; Escrow
2.1 Seller agrees to sell and assign to Purchaser, and Purchaser agrees to
purchase and assume from Seller, the Sellers Shares and Lease for the
Purchase Price and upon the other terms and conditions stated 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
Purchasers collectible check to the order of Escrowee.
2.2.2 the Balance at Closing, only by cashier’s, official bank or
certified check of Purchaser made payable to the direct order of Seller.
These checks 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 not less than 3
business days’Notice (defined in Par. 17) prior to Closing, that all or a
portion of the Balance shall be made payable to persons other than Seller.
3. Personal Property
3.1 Subject to any rights of the Corporation or any holder of a mortgage
to which the Lease is subordinate, this sale includes all of Sellers
ownership, if any, of the following “Property” to the extent existing in
the Unit on the date hereof: the refrigerator, freezer, range, oven,
microwave oven, dishwasher, cabinets and counters, lighting fixtures,
chandeliers, wall-to-wall carpeting, plumbing fixtures, central air
conditioning and/or window or sleeve units, washing machine, dryer,
screens and storm windows, window treatments, switch plates, door
hardware, built-ins not excluded in Par. 3.2 and
3.2 Specifically excluded from this sale is all personalty not included in
Par. 3.1 and
F.8067 – Contract of Sale of Cooperative Apartment, 10-89.
Prepared by The Committee on Condominiums and Cooperatives of the Real Proper ty 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.
3.3 The Property shall not be purchased if Closing does not occur.
3.4 No consideration is being paid for the Property. Seller makes no
representation as to the condition of the Property. Purchaser shall take the
Property “as is” on the date of this Contract, except for reasonable wear
and tear, and except further , the appliances shall be in working order at
Closing.
3.5 At or prior to the time of Closing, Seller shall remove from the Unit all
the furniture, furnishings and other personalty not included in this sale, and
repair any damage caused by such removal.
4. Representations and Covenants
4.1 Subject to any matter af fecting title to the Premises (as to which Seller
makes no representations or covenants), Seller represents and covenant
that:
4.1.1 Seller is and shall at Closing be the sole owner of the Shares and
Lease with the full right and power to sell and assign them;
4.1.2 the Shares and Lease will at Closing 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”); or
Seller will deliver to Purchaser at Closing all requisite terminations,
releases and/or satisfactions executed in form suitable for filing and/or
recording, so as to remove of record, at Seller ’s expense, any such liens;
4.1.3 the Shares were duly issued, fully paid for and are non-
assessable;
4.1.4 the Lease is, and will at Closing be, in full force and effect and
no notice of default under the Lease will be in effect at Closing;
4.1.5 the Maintenance and Assessments payable as of the date hereof
are as specified in Pars. 1.13 and 1.14. All sums due to the Corporation will
be fully paid by Seller to the end of the payment period immediately
preceding the date of Closing;
4.1.6 as of this date, Seller neither has actual knowledge nor has
received any written notice of (a) any increase in Maintenance or (b) any
proposed Assessment which has been either adopted or is under
consideration by the Board of Directors of the Corporation and not
reflected in the amounts set forth in Pars. 1.13 and 1.14;
4.1.7 Seller will not at Closing be indebted for labor or material which
might result in the filing of a notice of mechanic’s lien against the Unit or
the Premises;
4.1.8 there are and at closing will be no violations of record which the
owner of the Shares and Lease would be obligated to remedy under the
terms of the Lease;
4.1.9 Seller has not made any alterations or additions to the Unit,
without any required consent of the Corporation;
4.1.10 Seller has not entered and will not enter into, and has no actual
knowledge of, any agreement (other than the Lease) affecting the use
and/or occupancy of the Unit which would be binding on or adversely
affect Purchaser; and
4.1.11 Seller has been known by no other name for the past 10 years
except as set forth in Par. 1.1
4.2 Purchaser represents and covenants that Purchaser is acquiring the
Shares and Lease solely for residential occupancy of the Unit by the
Proposed Occupants only and will so represent to the Corporation in
connection with Purchasers application to the Corporation for approval of
this transaction by the Corporation.
4.3 The representations and covenants contained in Par. 4.1 shall survive
Closing, buy any action based thereon must be instituted within 1 year
from Closing.
5. Corporate Documents
Purchaser has examined and is satisfied with or has waived the
examination of the Lease, and the Corporation’s certificate of
incorporation, bylaws, house rules, 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 approval of the Corporation.
6.2 Purchaser shall in good faith:
6.2.1 submit to the Corporation or its Managing Agent, within 10
business days after the receipt of a fully executed counterpart of this
Contract, an application for approval of this sale on the form required by
the Corporation containing such data and together with such documents as
the Corporation reasonably requires except for the Loan Commitment
Letter (defined in Par. 19.5.2), if applicable, which shall be submitted by
Purchaser within 3 business days after it is obtained;
6.2.2 attend (and cause any person who will reside in the Unit 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 approval or denial by the Corporation
of the application, shall promptly send Notice to the other Party of the
Corporation’s decision. If approval or denial has not been issued on or
before the date set for Closing, the Closing shall be adjourned for 30
business days for the purpose of obtaining such approval unless otherwise
agreed to be the Parties. If the approval of this sale is not obtained by said
adjourned date, either Party may cancel this Contract on Notice to the other
provided that the Corporation’s approval is not issued before Notice of
cancellation is given. In the event of a denial other than for Purchasers
bad faith conduct, this contract shall be deemed cancelled. In the event of
cancellation pursuant to this Par. 6, the Escrowee shall refund the Contract
Deposit to Purchaser. In case of a denial or lack of approval due to
Purchaser ’s bad faith conduct, Purchaser shall be in default and Par. 13.1
shall govern.
7. Condition of Unit and Possession
7.1 Seller makes no representation as to the condition of the Unit.
Purchaser has inspected the Unit and shall take the same “as is”, on the
date of this Contract, reasonable wear and tear excepted.
7.2 Seller shall deliver possession of the Unit at the Closing, vacant,
broom-clean and free of all occupants and rights of possession.
8. Risk of Loss
8.1 While Seller has legal title and is in possession of the Unit, Seller
assumes all risk of loss or damage (“Loss”) to the Unit and Property from
fire or other cause not due to the fault of Purchaser or Purchasers
contractors, agents or servants. In the event of a Loss, Seller shall have the
option (but not the obligation) to restore the Unit and Property to as near
as reasonably possible to the condition immediately prior to the Loss.
8.2 Within 10 calendar days after the Loss occurs, Seller shall give Notice
to Purchaser of the Loss and whether or not Seller elects to restore
(“Election Notice”).
8.3 If Seller elects to restore, Seller must do so within 60 calendar days
after sending the Election Notice or by the Closing, whichever is later
(“Restoration Period”).
8.4 If the Closing is before such 60 calendar day period expires, then the
Closing shall be adjourned to a date and time fixed by Seller on not less
than 10 calendar days’prior Notice to Purchaser, but in no event shall the
Closing be adjourned for more than 70 calendar days after giving of the
Election Notice.
8.5 If Seller elects not to restore or fails, in a timely manner, to send the
Election Notice or, having sent the Notice, Seller fails to complete the
restoration within the Restoration Period, then Purchaser ’s sole remedy is
either to:
8.5.1 cancel this Contract in accordance with Par. 16 and recover all
sums theretofore paid on account of the Purchase Price; or
8.5.2 complete the purchase in accordance with this Contract, without
reduction in the Purchase Price or claim against Seller, but with the right
to receive any “Net Insurance Proceeds” as defined in Par. 8.6 together
with an assignment to Purchaser, without recourse to Seller, of any
uncollected proceeds, which assignment shall be delivered by Seller at
Closing.
8.6 “Net Insurance Proceeds” are proceeds of Seller ’s insurance covering
the Loss which is attributable to the Unit and Property after deducting legal
and other collection expenses incurred by Seller and any sums paid or
incurred by Seller for restoration.
8.7 If Purchaser fails to exercise one of Purchasers options pursuant to
Par. 8.5 by Notice to Seller within 7 business days after Seller gives the
Election Notice or within 7 business days after the Restoration Period
expires (in the event Seller fails to complete the restoration within the
Restoration Period), then Purchaser will be deemed to have conclusively
elected the option to complete the purchase pursuant to Par. 8.5.2.
8.8 If Purchaser is given possession of the Unit prior to Closing.
8.8.1 Purchaser assumes all risk of Loss to the Unit and Property prior
to Closing from fire or other cause not the fault of Seller of Sellers
contractors, agents, employees or servants; and
8.8.2 Purchaser shall be obligated to complete the purchase in
accordance with this Contract, without reduction in the Purchase Price or
claim against Seller and without delay.
8.9 Notwithstanding anything to the contrary in Par. 8.1, Purchaser shall
have the right to cancel this Contract in accordance with Par. 16 if, prior to
Closing and while Seller is in possession, through no fault of Purchaser or
Purchasers contractors, agents, employees and servants, either:
8.9.1 a Loss occurs to the Unit which would cost more than 10% of
the Purchase Price to restore; or
8.9.2 more than 10% of the units in the Premises are damaged and
rendered uninhabitable by fire or other cause, regardless of whether the
Unit is damaged.
8.10 Purchaser shall be deemed to have waived Purchasers right to cancel
under Par. 8.9 if Purchaser fails to elect to cancel by Notice to Seller given
within 7 business days after Seller gives Notice to Purchaser of the event
which gives rise to Purchasers right to cancel. In the event Purchaser
waives or is deemed to have waived this right to cancel, the provisions of
Par. 8.5.2 shall apply.
9. Closing Location
The Closing shall be held at the location designated by the Corporation, or
(if none is designated), at the office of Sellers attorney.
10. Closing
10.1 At Closing, Seller shall deliver:
10.1.1 Sellers 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 Sellers signature
required by the Corporation;
10.1.2 Seller ’s counterpart original of the Lease and a duly executed
assignment thereof to Purchaser in the form required by the Corporation;
10.1.3 a written statement by an officer of the Corporation or its
authorized agent consenting to the transfer of the Shares and Lease to
Purchaser and setting forth the amounts and payment status of the
Maintenance and any Assessments;
10.1.4 executed FIRPTAdocument(s) (defined in Par. 26);
10.1.5 keys to the Unit, building entrances, garage, mailbox and any
locks in the Unit;
10.1.6 if requested, an assignment to Purchaser of Sellers interest in
the Property;
10.1.7 Net Insurance Proceeds and/or assignment of any uncollected
Net Insurance Proceeds, if applicable; and
10.1.8 instruments or other documents required under Par. 4.1.2, if any.
10.2 At Closing, Purchaser shall:
10.2.1 pay the Balance in accordance with Par. 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 cancelled and surrendered to the
Corporation together with Sellers assignment thereof to Purchaser.
10.3 At Closing, the Parties shall provide the information necessary for
Internal Revenue Service (“IRS”) Form 1099-S or other similar form
required.
10.4 At Closing, Seller shall provide, and the Parties shall execute, all
documents necessary to comply with any applicable transfer and/or gains tax
filings.
11. Closing Fees,Taxes and Apportionments
11.1 At Closing, Seller shall pay, if applicable:
11.1.1 the processing fee(s) of the Corporation, its attorneys, and/or
agents, except as set forth in Par. 11.2.3;
11.1.2 the cost of stock transfer stamps; and
1 1.1.3 the transfer tax and transfer gains tax, except a transfer tax which
by its terms imposes primary liability on the purchaser.
11.2 At Closing, Purchaser shall pay:
1 1.2.1 the sales taxes, if any, on this sale, other than the transfer stamps
as provided for in Par. 11.1.2;
11.2.2 the cost of any title search;
11.2.3 any fee to the Corporation or its agents and/or attorneys relating
to Purchasers financing; and
11.2.4 a transfer tax which by law is primarily imposed on the
purchaser.
11.3 At Closing, the Flip Tax, if any, shall be paid by the Party specified in
Par. 1.15.
11.4 At Closing, 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).
11.5 Assessments, whether payable in a lump sum or installments, shall not
be apportioned, but 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 to and
elected by pay the Assessment in installments.
11.6 Each party covenants to the other that it will timely pay any taxes for
which it is primarily liable pursuant to law. This Par. 11.6 shall survive
Closing.
12. Broker
12.1 Each Party represents to the other that such Party has not dealt with any
other person acting as a broker, whether licensed or unlicensed, in
connection with this transaction other than the Broker named in Par. 1.10.
12.2 Seller shall pay the Brokers commission pursuant to a separate
agreement. The Broker shall not be deemed to be a third-party beneficiary of
this provision.
12.3 This Par. 12 shall survive the Closing.
13. Defaults,Remedies and Indemnities
13.1 In the event of a default or misrepresentation by Purchaser , Sellers sole
remedy shall be to terminate this Contract and retain the Contract Deposit as
liquidated damages, except there shall be no limitation on Sellers remedies
for a breach of Par . 12.1. In case of Purchaser’ s misrepresentation or default,
Sellers damages would be impossible to ascertain and the Contract Deposit
constitutes a fair and reasonable amount of compensation.
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 Each Party indemnifies and holds harmless the other against and from
any claim, judgment, loss, liability, cost or expense resulting from the
indemnitors breach of any of the representations or covenants stated to
survive Closing. This indemnity includes, without limitation, reasonable
attorneys’fees and disbursements, court costs and litigation expenses. This
Par. 13.3 shall survive the Closing.
13.4 Purchaser indemnifies and holds harmless Seller against and from any
claim, judgment, loss, cost or expense resulting from the Lease obligations
assumed by Purchaser. This indemnity includes, without limitation,
reasonable attorneys’fees and disbursements, court costs and litigation
expenses. This indemnity does not include or excuse a breach of any
representation or covenant by Seller in Par 4.1. This Par. 13.4 shall survive
the Closing.
13.5 In the event any instrument for the payment of the 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 certified
check, bank check or immediately available funds in the amount of the
uncollected funds. Failure to cure such default shall entitle Seller to the
remedy in Par. 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 Par . 28, are merged in this Contract, which alone
fully and completely expresses their agreement.
14.2 Aprovision of this Contract may be changed or waived only in writing
signed by the Party (or Escrowee) to be charged.
14.3 The Attorneys may extend in writing any of the time limitations stated
in this Contract.
15. No Assignment by Purchaser
15.1 Purchaser may not assign this Contract or any of Purchasers rights
hereunder and any purported assignment shall be null and void.
15.2 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.
16. Cancellation for Other than Default or Misrepresentation
If Seller shall be unable to transfer the Lease and the Shares in
accordance with this Contract for any reason not due to Sellers willful acts
or omissions, then the sole obligation of Seller shall be to refund to Purchaser
the Contract Deposit and reimburse Purchaser for the actual costs incurred
for Purchasers title or abstract search, except such reimbursement shall not
be required if a cancellation is pursuant to Par. 6 or 19. Upon making such
refund, this Contract shall be cancelled and neither Party shall have any
further claim against the other hereunder.
17. Notices.
17.1 Any notice or demand (“Notice”) shall be in writing and either
delivered by hand or overnight delivery or sent by certified or registered mail
to the Party and simultaneously, in like manner, to such Party’s Attorney, if
any, and to Escrowee at the addresses set forth in Par. 1, or to such other
address as shall hereafter be designated by Notice given pursuant to this Par.
17.
17.2 Each Notice shall be deemed given on the same day if delivered by
hand or on the following business day if sent by overnight delivery, or the
second business day following the date of mailing.
17.3 The Attorneys are authorized to give any Notice specified in this
Contract on behalf of their respective clients.
17.4 Failure to accept a Notice does not invalidate the Notice.
18. Margin Headings
The margin headings do not constitute part of the text of this Contract.
19. Financing Contingency (delete if inapplicable)
19.1 Purchaser may cancel this Contract and recover the Contract Deposit by
following the procedure in Par. 19.4 if after complying with Purchasers
“Financing Obligations” in Par. 19.2 below and Purchasers other
obligations under this Contract:
19.1.1 Purchaser fails through no fault of Purchaser to obtain from an
“Institutional Lender” (defined in Par. 19.5.1) a “Loan Commitment Letter”
(defined in Par. 19.5.2) for financing on the Loan Terms and within the time
period stated in Par. 1.16 (the “Loan”); or
19.1.2 the Institutional Lender and the Corporation cannot agree on the
terms of an agreement for the protection of the Institutional Lender
(commonly called a recognition agreement), if required by the Institutional
Lender.
19.2 Purchasers right to cancel under Par. 19.1 and recover the
Contract Deposit is conditioned upon Purchaser ’s diligent compliance with
all of the following “Financing Obligations”:
19.2.1 Purchaser must apply in good faith for the Loan from an
Institutional Lender within 7 business days after a fully executed counterpart
of this Contract is given to Purchaser;
19.2.2 the Loan application must contain truthful, accurate and
complete information as required by the Institutional Lender; and
19.2.3 Purchaser must comply with all requirements of the Institutional
Lender to obtain the Loan Commitment Letter and to close the Loan.
19.3 Purchaser may also cancel this Contract and recover the Contract
Deposit in accordance with the procedure in Par. 19.4 if:
19.3.1 the Closing is adjourned by Seller or the Corporation for more
than 30 business days from the date set for Closing in Par. 1.11; and
19.3.2 the Loan Commitment Letter expires on a date more than 30
business days after the date set for Closing in Par. 1.11 and before the new
date set for closing pursuant to Par. 19.3.1; and
19.3.3 Purchaser is unable in good faith to obtain from the Institutional
Lender an extension or a new Loan Commitment Letter for the Amount
Financed stated in Par. 1.16 or the same principal amount stated in the
expired Loan Commitment Letter, whichever is lower, without paying any
additional fees to the Institutional Lender (unless Seller, within 5 business
days after receipt of Notice of such fees, gives Notice that Seller will pay
such fees and pays them when due). All other substantive Loan terms may
be materially no less favorable than in the expired Loan Commitment Letter.
19.4 In order to cancel pursuant to Par. 19.1 or 19.3, Purchaser shall
give notice of cancellation to Seller within 7 business days after the
right to cancel arises. Pur chaser’s failure to timely giv e such Notice
of cancellation will be deemed a conclusiv e wai v er of such right to
cancel.In case of cancellation pursuant to Par. 19.1, a copy of any
loan refusal letter or non-complying Loan Commitment Letter (as the case
may be) issued by the Institutional Lender shall accompany the Notice of
cancellation, if available, or if not then available, shall be provided promptly
after receipt. In case of cancellation pursuant to Par. 19.3, a copy of all
written communications between the Institutional Lender and Purchaser
concerning the extension or new loan commitment shall accompany the
Notice of cancellation (or a copy of any letter refusing to extend the loan
commitment or make a new loan commitment received by Purchaser after
sending the cancellation Notice shall be sent to Seller promptly after receipt).
Purchaser ’s obligation under this Par. 19.4 shall survive the cancellation of
this Contract.
19.5 The definitions for certain terms used in this Par. 19 are:
19.5.1 an “Institutional Lender” is any bank, savings bank, savings and
loan association, trust company, credit union of which Purchaser is a
member, insurance company or governmental entity which is duly
authorized to issue a loan secured by the Shares and Lease in the state where
the Unit is located and is then currently extending similarly secured loan
commitments; and
19.5.2 a “Loan Commitment Letter” is a written offer to make the Loan
with or without recourse, and whether or not conditional upon any factor
other than an appraisal satisfactory to the Institutional Lender. An offer to
make the Loan which is conditional on obtaining a satisfactory appraisal
shall only become a Loan Commitment Letter upon such condition being
met.
20. Singular/Plural and 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 entity is selling or
purchasing the Unit, their obligations shall be joint and several.
21. No Survival
No representation and/or covenant contained herein shall survive Closing
except as expressly provided. Computational errors shall survive and be
corrected after Closing.
22. Inspections
Purchaser shall have the right to inspect the Unit at reasonable times upon
reasonable request to Seller, and within 48 hours prior to Closing.
23. Governing Law
This Contract shall be governed by the laws of the State of New York. Any
action or proceeding arising out of this Contract shall be brought in the
county where the Unit is located and the parties hereby consent to said
venue.
24. Removal of Liens
24.1 Purchaser shall deliver or cause to be delivered to Seller or Sellers
Attorney, not less than 10 calendar days prior to Closing, a list of Liens, if
any, which may violate Par. 4.1.
24.2 Seller shall have a reasonable period of time to remove any such Lien.
25. Cooperation of Parties
25.1 The Parties shall each cooperate with the other, the Corporation,
Purchasers Institutional Lender and title company, if any, and obtain,
execute and deliver such documents as are reasonably necessary to close.
25.2 The Parties shall timely file or pre-file all required documents in
connection with all governmental filings that are required by law. Each Party
represents to the other that its statements in such filings will be true and
complete. This Par. 25.2 shall survive the Closing.
26. FIRPTA and Gains Tax
26.1 The Parties shall comply with IRC §§ 897, 1445 and related provisions,
as amended, and any substitute provisions of any successor statute and the
regulations thereunder (“FIRPTA”). The Seller shall furnish to the Purchaser
at or prior to Closing a Certification of Nonforeign Status in accordance with
FIRPTA. If the Seller fails to deliver such certification by Closing, the
Purchaser shall deduct and withhold from the Purchase Price such sum
required by law and remit such amount to the IRS. In the event of such
withholding by Purchaser, Sellers obligations hereunder, including (but not
limited to) the transfer of ownership of the Shares and Lease, shall not be
excused or otherwise affected. In the event of any claimed over-withholding,
Seller shall be limited solely to an action against the IRS for a refund. Seller
hereby waives any right of action against Purchaser on account of such
withholding. This Par. 26.1 shall survive the Closing.
26.2 If a Real property Transfer Gains Tax pre-filing is required by law,
Purchaser shall simultaneously herewith deliver to Seller a completed and
executed Transferee Questionnaire or the equivalent thereof.
27. Additional Conditions
27.1 Purchaser shall not be obligated to close unless at the time of the
Closing:
27.1.1 the Corporation is duly incorporated and in good standing; and
27.1.2 the Corporation has fee or leasehold title to the Premises,
whether or not marketable or insurable; and
27.1.3 there is no pending in rem action or foreclosure action of any
underlying mortgage affecting the Premises.
27.2 Purchaser shall give Seller Notice of any failure of any of the conditions
in Par. 27.1. If any condition in Par. 27.1 is not true and is not cured within
a reasonable period of time after giving said Notice, then either Seller or
Purchaser shall have the option to cancel this Contract pursuant to Par. 16.
28. Escrow Terms
28.1 Escrowee acknowledges receipt of the check for the Contract Deposit,
subject to collection.
28.2 The check for the Contract Deposit shall be deposited by Escrowee in
an escrow account as described in Par. 1.18 and the proceeds held and
disbursed in accordance with the terms of this Contract. Upon Closing,
Escrowee shall deliver the Contract Deposit to Seller. In all other cases, if
either Party makes a demand upon Escrowee for delivery of the Contract
Deposit, Escrowee shall give Notice to the other Party of such demand. If a
Notice of objection to the proposed payment is not received from the other
Party within 7 business days after the giving of Notice by Escrowee, time
being of the essence, Escrowee is hereby authorized to deliver the Contract
Deposit to the Party who made the demand. If Escrowee receives a Notice
of objection within said period, or if for any other reason Escrowee in good
faith elects not to deliver the Contract Deposit, then Escrowee shall continue
to hold the Contract Deposit and thereafter pay it to the Party entitled when
Escrowee receives (a) a Notice from the objecting Party withdrawing the
objection, or (b) a Notice signed by both Parties directing disposition of the
Contract Deposit or (c) a judgment or order of a court of competent
jurisdiction.
28.3 In the event of any dispute or doubt as to the genuineness of any
document or signature, or uncertainty as to Escrowee’s duties, then
Escrowee shall have the right either to continue to hold the Contract Deposit
in escrow or to pay the Contract Deposit into court pursuant to relevant
statute.
28.4 The parties agree jointly to defend (by attorneys selected by Escrowee),
indemnify and hold harmless Escrowee against and from any claim,
judgment, loss, liability, cost or expense resulting from any dispute or
litigation arising out of or concerning Escrowee’s duties or services
hereunder. This indemnity includes, without limitation, disbursements and
reasonable attorneys’fees either paid to retain attorneys or representing the
fair value of legal services rendered by Escrowee to itself.
28.5 Escrowee shall not be liable for any error in judgment or for any act
done or step taken or omitted in goof faith, or for any mistake of fact or law,
except for Escrowee’s own gross negligence or willful misconduct.
28.6 The Parties acknowledge that Escrowee is merely a stakeholder. Upon
payment of the Contract Deposit pursuant to Par. 28.2 or 28.3, Escrowee
shall be fully released from all liability and obligations with respect to the
Contract Deposit.
28.7 In the event Escrowee is the attorney for either Party, Escrowee shall be
entitled to represent such Party in any lawsuit.
28.8 Escrowee shall serve without compensation.
28.9 The signing of this Contract by Escrowee is only to evidence
Escrowee’s acceptance of the terms and conditions of this Par. 28.
29. Binding Effect
This Contract shall not be binding unless a fully executed counterpart
thereof has been delivered to each of the Parties.
In Witness Whereof,the Parties hereto have duly executed this Contract as of the date first above written.
ESCROWTERMS AGREED TO:SELLER:PURCHASER:
Escrowee
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