Fillable Printable 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 the shares 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 a type

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 Seller’s 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

Purchaser’s 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 Seller’s

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 Purchaser’s 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 Purchaser’s

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 Purchaser’s

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 Purchaser’s 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 Seller’s

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

Purchaser’s 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 Purchaser’s 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 Purchaser’s 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 Seller’s attorney.

10. Closing

10.1 At Closing, Seller shall deliver:

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 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 FIRPTA document(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 Seller’s 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 Seller’s 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 Purchaser’s 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 Broker’s 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 , Seller’s sole

remedy shall be to terminate this Contract and retain the Contract Deposit as

liquidated damages, except there shall be no limitation on Seller’s remedies

for a breach of Par . 12.1. In case of Purchaser’ s misrepresentation or default,

Seller’s 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

indemnitor’s 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 A provision 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 Purchaser’s 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 Seller’s 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 Purchaser’s 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 Purchaser’s

“Financing Obligations” in Par. 19.2 below and Purchaser’s 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 Purchaser’s 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 Seller’s

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,

Purchaser’s 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, Seller’s 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.

ESCROW TERMS AGREED TO: SELLER: PURCHASER:

Escrowee