Fillable Printable Contract of Sale for New York Office, Commercial and Multi-Family Residential Premises

Contract of Sale for New York Office, Commercial and Multi-Family Residential Premises

Contract of Sale for New York office, commercial and multi-family residential premises

Contract of SaleOffice, Commercial and Multi-Family Residential Premises

Table of Contents

Schedule A. Description of premises (to be attached) Section 8. Destruction, damage or condemnation

Schedule B. Permitted exceptions Section 9. Covenants of seller

Schedule C. Purchase price Section 10. Seller's closing obligations

Schedule D. Miscellaneous Section 11. Purchaser's closing obligations

Schedule E. Rent schedule (to be attached) Section 12. Apportionments

Section 1. Sale of premises and acceptable title Section 13. Objections to title, failure of seller or

Section 2. Purchase price, acceptable funds, existing

mortgages, purchase money mortgage and

escrow of downpayment

purchaser to perform and

Section 14. Broker

Section 15. Notices

Section 3. The closing Section 16. Limitations on survival of representations,

Section 4. Representations and warranties of seller warranties, covenants and other

Section 5. Acknowledgments of purchaser

Section 6. Seller's obligations as to leases

obligations

Section 17. Miscellaneous provisions

Section 7. Responsibility for violations Signatures and receipt by escrowee

CONTRACT dated the , day of , ,

between

("Seller") and

("Purchaser").

Seller and Purchaser hereby covenant and agree as follows:

Schedule A

DESCRIPTION OF PREMISES

The Premises are located at or known as:

Tax Map Designation: Section: Block: Lot:

( metes and bounds description attached hereto)

Schedule B

PERMITTED EXCEPTIONS

1. Zoning regulations and ordinances which are not violated by the existing structures or present use thereof and which do not

render title uninsurable.

2. Consents by the Seller or any former owner of the Premises for the erection of any structure or structures on, under or

above any street or streets on which the Premises may abut.

3. The Existing Mortgage(s) and financing statements, assignments of leases and other collateral assignments ancillary

thereto.

4. Leases and Tenancies specified in the Rent Schedule and any new leases or tenancies not prohibited by this contract.

5. Unpaid installments of assessments not due and payable on or before the Closing Date.

6. Financing statements, chattel mortgages and liens on personalty filed more than 5 years prior to the Closing Date and not

renewed, or filed against property or equipment no longer located on the Premises or owned by Tenants.

7. (a) Rights of utility companies to lay, maintain install and repair pipes, lines, poles, conduits, cable boxes and

related equipment on, over and under the Premises, provided that none of such rights imposes any monetary obligation on the owner

of the Premises.

(b) Encroachments of stoops, areas, cellar steps, trim cornices, lintels, window sills, awnings, canopies, ledges,

fences, hedges, coping and retaining walls projecting from the Premises over any street or highway or over any adjoining property and

encroachments of similar elements projecting from adjoining property over the Premises.

line of the Premises.

(d) Any state of facts that an accurate survey would disclose, provided that such facts do not render title

unmarketable. For the purposes of this contract, none of the facts shown on the survey, if any, identified below shall be deemed to

render title unmarketable, and Purchaser shall accept title subject thereto:

St Address: City, St, Zip:

Street Address:

City: State: Zip:

Schedule C

PURCHASE PRICE

The Purchase Price shall be paid as follows:

(a) By check subject to collection, the receipt of which is hereby acknowledged by Seller: $______________

(b) By check or checks delivered to Seller at the Closing in accordance with the provisions of §2.02: $______________

(d) By execution and delivery to Seller by Purchaser or its assignee of a note secured by a

Purchase Money Mortgage on the Premises, in the sum of $ payable as follows: $______________

Interest Rate: Term: Monthly payment: Prep. Fee: Other provisions:

Making for a total Purchase Price of: $

Schedule D

MISCELLANEOUS

1. Title insurer designated by the parties (§1.02):

2. Last date for consent by Existing Mortgagee(s) (§2.03(b)): , .

3. Maximum Interest Rate of any Refinanced Mortgage (§2.04(b)):

4. Prepayment Date on or after which Purchase Money Mortgage may be prepaid (§2.04(c)): , .

5. Seller's tax ID Nos (§2.05) #1: #2: #3: #4:

6. Buyer's tax ID Nos (§2.05) #1: #2: #3: #4:

7. Scheduled time and date of Closing (§3.01): Date: , . Time: o'clock.

8. Place of Closing (§3.01):

9. Assessed valuation of Premises (§4.10):

10. Fiscal year and annual real estate taxes on Premises (§4.10): Fiscal Year: Annual Taxes:

11. Tax abatements or exemptions affecting Premises (§4.10):

12. Assessments on Premises (§4.13):

13. Maximum Amount which Seller must spend to cure violations, etc. (§7.02):

14. Maximum Expense of Seller to cure title defects, etc. (§13.02):

15. Broker, if any (§14.01)

16. Party to pay broker's commission (§14.01):

17. Address for notices (§15.01):

If to Seller:

with a copy to:

If to Purchaser:

with a copy to:

18. Limitation Date for actions based on Seller's surviving representations and other obligations (§16.01):

19. Additional Schedules or Riders (§17.08):

Schedule E

RENT SCHEDULE

( if more than four tenants, check, and annex a rent schedule rider hereto; otherwise, enter information below)

Name Apt. No. Rent Due Security

0.00

$0.00

Judicial Title Insurance Agency, LLC.

March

10 am

Sellers Attorneys Office or Lenders Attorneys Office

Seller

See Annexed Seller's Rider

Section 1. Sale of Premises and Acceptable Title

§1.01. Seller shall sell to Purchaser, and Purchaser

shall purchase from Seller, at the price and upon the terms and

conditions set forth in this contract:

(a) the parcel of land more particularly

described in Schedule A attached hereto ("Land");

(b) all buildings and improvements situated

on the Land (collectively, "Building");

any, in and to the land Iying in the bed of any street or

highway in front of or adjoining the Land to the center line

thereof and to any unpaid award for any taking by

condemnation or any damage to the Land by reason of a

change of grade of any street or highway;

(d) the appurtenances and all the estate and

rights of Seller in and to the Land and Building; and

(e) all right, title and interest of Seller, if

any, in and to the fixtures, equipment and other personal

property attached or appurtenant to the Building (collectively,

"Premises"). The Premises are located at or known as

Tax Map Designation: Section: Block: Lot:

§1.02. Seller shall convey and Purchaser shall accept

fee simple title to the Premises in accordance with the terms of

this contract, subject only to:

(a) the matters set forth in Schedule B attached hereto

(collectively, "Permitted Exceptions"); and

(b) such other matters as (i) the title insurer specified

in Schedule D attached hereto (or if none is so specified, then

any member of the New York Board of Title Underwriters)

shall be willing, without special premium, to omit as

exceptions to coverage or to except with insurance against

collection out of or enforcement against the Premises and (ii)

shall be accepted by any lender described in Section 274-a of

the Real Property Law ("Institutional Lender") which has

committed in writing to provide mortgage financing to

Purchaser for the purchase of the Premises ("Purchaser's

Institutional Lender"), except that if such acceptance by

Purchaser's Institutional Lender is unreasonably withheld or

delayed, such acceptance shall be deemed to have been given.

Section 2. Purchase Price, Acceptable Funds, Existing

Mortgages, Purchase Money Mortgage and Escrow of

Downpayment

§2.01. The purchase price ("Purchase Price") to be

paid by Purchaser to Seller for the Premises as provided in

Schedule C attached hereto is $

§2.02. All monies payable under this contract, unless

otherwise specified in this contract, shall be paid by

(a) certified checks of Purchaser or any person

making a purchase money loan to Purchaser drawn on any

bank, savings bank, trust company or savings and loan

association having a banking office in the State of New York

(b) official bank checks drawn by any such banking

institution, payable to the order of Seller, except that

uncertified checks of Purchaser payable to the order of Seller

up to the amount of one-half of one percent of the Purchase

Price shall be acceptable for sums payable to Seller at the

Closing.

§2.03. (a) If Schedule C provides of the acceptance

of title by Purchaser subject to one or more existing mortgages

(collectively, "Existing Mortgage(s)"), the amounts specified

in Schedule C with reference thereto may be approximate. If at

the Closing the aggregate principal amount of the Existing

Mortgage(s), as reduced by payments required thereunder

prior to the Closing, is less than the aggregate amount of the

Existing Mortgage(s) as specified in Schedule C, the

difference shall be added to the monies payable at the Closing,

unless otherwise expressly provided herein.

(b) If any of the documents constituting the Existing

Mortgage(s) or the note(s) secured thereby prohibits or

restricts the conveyance of the Premises or any part thereof

without the prior consent of the holder or holders thereof

("Mortgagee(s)") or confers upon the Mortgagee(s) the right to

accelerate payment of the indebtedness or to change the terms

of the Existing Mortgage(s) in the event that a conveyance is

made without consent of the Mortgagee(s), Seller shall notify

such Mortgagee(s) of the proposed conveyance to Purchaser

within 10 days after execution and delivery of this contact,

requesting the consent of such Mortgagee(s) thereto. Seller

and Purchaser shall furnish the Mortgagee(s) with such

information as may reasonably be required in connection with

such request and shall otherwise cooperate with such

Mortgagee(s) and with each other in an effort expeditiously to

procure such consent, but neither shall be obligated to make

any payment to obtain such consent. If such Mortgagee(s)

shall fail or refuse to grant such consent in writing on or

before the date set forth in Schedule D or shall require as a

condition of the granting of such consent

(i) that additional consideration be paid to

the Mortgagee(s) and neither Seller nor Purchaser is willing to

pay such additional consideration or

(ii) that the terms of the Existing

Mortgage(s) be changed and Purchaser is unwilling to accept

such change, then unless Seller and Purchaser mutually agree

to extend such date or otherwise modify the terms of this

contract, Purchaser may terminate this contract in the manner

provided in §13.02.

If Schedule C provides for a Purchase Money

Mortgage (as defined in §2.04), Seller may also terminate this

contract in the manner provided in §13.02 if any of the

foregoing circumstances occur or if Seller is unwilling to

accept any such change in the terms of the Existing

Mortgage(s).

§2.04. (a) If Schedule C provides for payment of a

portion of the Purchase Price by execution and delivery to

Seller of a note secured by a purchase money mortgage

("Purchase Money Mortgage"), such note and Purchase

Money Mortgage shall be drawn by the attorney for the Seller

on the standard forms of the New York Board of Title

Underwriters then in effect for notes and for mortgages of like

lien, as modified by this contract. At the Closing, Purchaser

shall pay the mortgage recording tax and recording fees

therefor and the filing fees for any financing statements

delivered in connection therewith.

(b) If Schedule C provides for the acceptance of title

by Purchaser subject to Existing Mortgage(s) prior in lien to

the Purchase Money Mortgage, the Purchase Money Mortgage

shall provide that it is subject and subordinate to the lien(s) of

the Existing Mortgage(s) and shall be subject and subordinate

to any extensions, modifications, renewals, consolidations,

substitutions or replacements thereof (collectively,

"Refinancing" or "Refinanced Mortgage"), provided that (i)

the rate of interest payable under a Refinanced Mortgage shall

not be greater than that specified in Schedule D as the

Maximum Interest Rate or, if no Maximum Interest Rate is

specified in Schedule D, shall not be greater than the rate of

interest that was payable on the refinanced indebtedness

immediately prior to such Refinancing, and (ii) if the

principal amount of the Refinanced Mortgage plus the

principal amount of other Existing Mortgage(s), if any,

remaining after placement of a Refinanced Mortgage exceeds

the amount of principal owing and unpaid on all mortgages on

the Premises superior to the Purchase Money Mortgage

immediately prior to the Refinancing, an amount equal to the

excess shall be paid at the closing of the Refinancing to the

holder of the Purchase Money Mortgage in reduction of

principal payments due thereunder in inverse order of

maturity. The Purchase Money Mortgage shall further provide

that the holder thereof shall, on demand and without charge

therefor, execute, acknowledge and deliver any agreement or

agreements reasonably required by the mortgagee to confirm

such subordination.

following additional provisions:

Street Address:

City: State: Zip:

(i) "The mortgagor or any owner of the

mortgaged premises shall have the right to prepay the entire

unpaid indebtedness together with accred interest, but without

penalty, at any time on or after [insert the day following the

last day of the fiscal year of the mortgagee in which the

Closing occurs or, if a Prepayment Date is specified in

Schedule D, the specified Prepayment Date], on not less than

10 days' written notice to the holder hereof."

(ii) "Notwithstanding anything to the

contrary contained herein, the obligation of the mortgagor for

the payment of the indebtedness and for the performance of

the terms, covenants and conditions contained herein and in

the note secured hereby is limited solely to recourse against

the property secured by this mortgage, and in no event shall

the mortgagor or any principal of the mortgagor, disclosed or

undisclosed, be personally liable for any breach of or default

under the note or this mortgage or for any deficiency resulting

from or through any proceedings to foreclose this mortgage,

nor shall any deficiency judgment, money judgment or other

personal judgment be sought or entered against the mortgagor

or any principal of the mortgagor, disclosed or undisclosed,

but the foregoing shall not adversely affect the lien of this

mortgage or the mortgagee's right of foreclosure."

(iii) "In addition to performing its

obligations under Section 274-a of the Real Property Law, the

mortgagee, if other than one of the institutions listed in

Section 274-a agrees that, within 10 days after written request

by the mortgagor, but not more than twice during any period

of 12 consecutive months, it will execute, acknowledge and

deliver without charge a certificate of reduction in recordable

form (a) certifying as to (1) the then unpaid principal balance

of the indebtedness secured hereby, (2) the maturity date

thereof, (3) the rate of interest, (4) the last date to which

interest has been paid and (5) the amount of any escrow

deposits then held by the mortgagee, and (b) stating, to the

knowledge of the mortgagee, whether there are any alleged

defaults hereunder and, if so, specifying the nature thereof."

(iv) "All notices required or desired to be

given under this mortgage shall be in writing and shall be

delivered personally or shall be sent by prepaid registered or

certified mail, addressed to the mortgagor and mortgagee at

the addresses specified in this mortgage or to such other

parties or at such other addresses, not exceeding two, as may

be designated in a notice given to the other party or parties in

accordance with the provisions hereof."

(v) The additional provisions, if any,

specified in a rider hereto.

§2.05. (a) If the sum paid under paragraph (a) of

Schedule C or any other sums paid on account of the Purchase

Price prior to the Closing (collectively, "Downpayment") are

paid by check or checks drawn to the order of and delivered to

Seller's attorney or another escrow agent ("Escrowee"), the

Escrowee shall hold the proceeds thereof in escrow in a

special bank account (or as otherwise agreed in writing by

Seller, Purchaser and Escrowee) until the Closing or sooner

termination of this contract and shall pay over or apply such

proceeds in accordance with the terms of this section.

Escrowee need not hold such proceeds in an interest-bearing

account, but if any interest is earned thereon, such interest

shall be paid to the same party entitled to the escrowed

proceeds, and the party receiving such interest shall pay any

income taxes thereon. The tax identification numbers of the

parties are either set forth in Schedule D or shall be furnished

to Escrowee upon request. At the Closing, such proceeds and

the interest thereon, if any, shall be paid by Escrowee to

Seller. If for any reason the Closing does not occur and either

party makes a written demand upon Escrowee for payment of

such amount, Escrowee shall give written notice to the other

party of such demand. If Escrowee does not receive a written

objection from the other party to the proposed payment within

10 business days after the giving of such notice, Escrowee is

hereby authorized to make such payment. If Escrowee does

receive such written objection within such 10 day period or if

for any other reason Escrowee in good faith shall elect not to

make such payment, Escrowee shall continue to hold such

amount until otherwise directed by written instructions from

the parties to this contract or a final judgment of a court.

However, Escrowee shall have the right at any time to deposit

the escrowed proceeds and interest thereon, if any, with the

clerk of the Supreme Court of the county in which the Land is

located. Escrowee shall give written notice of such deposit to

Seller and Purchaser. Upon such deposit Escrowee shall be

relieved and discharged of all further obligations and

responsibilities hereunder.

(b) The parties acknowledge that Escrowee is acting

solely as a stakeholder at their request and for their

convenience, that Escrowee shall not be deemed to be the

agent of either of the parties, and that Escrowee shall not be

liable to either of the parties for any act or omission on its part

unless taken or suffered in bad faith, in willful disregard of

this contract or involving gross negligence. Seller and

Purchaser shall jointly and severally indemnify and hold

Escrowee harmless from and against all costs, claims and

expenses, including reasonable attorneys' fees, incurred in

connection with the performance of Escrowee's duties

hereunder, except with respect to actions or omissions taken or

suffered by Escrowee in bad faith, in willful disregard of this

contract or involving gross negligence on the part of

Escrowee.

provisions by signing in the place indicated on the signature

page of this contract.

Section 3. The Closing

§3.01. Except as otherwise provided in this contract,

the closing of title pursuant to this contract ("Closing") shall

take place on the scheduled date and time of closing specified

in Schedule D (the actual date of the Closing being herein

referred to as "Closing Date") at the place specified in

Schedule D.

Section 4. Representations and Warranties of Seller

Seller represents and warrants to Purchaser as

follows:

§4.01. Unless otherwise provided in this contract,

Seller is the sole owner of the Premises.

§4.02. If the Premises are encumbered by an Existing

Mortgage(s), no written notice has been received from the

Mortgagee(s) asserting that a default or breach exists

thereunder which remains uncured and no such notice shall

have been received and remain uncured on the Closing Date.

If copies of documents constituting the Existing Mortgage(s)

and note(s) secured thereby have been exhibited to and

initialed by Purchaser or its representative, such copies are

true copies of the originals and the Existing Mortgage(s) and

note(s) secured thereby have not been modified or amended

except as shown in such documents.

§4.03. The information concerning written leases

(which together with all amendments and modifications

thereof are collectively referred to as "Leases") and any

tenancies in the Premises not arising out of the Leases

(collectively, "Tenancies") set forth in Schedule E attached

hereto ("Rent Schedule") is accurate as of the date set forth

therein or, if no date is set forth therein, as of the date hereof,

and there are no Leases or Tenancies of any space in the

Premises other than those set forth therein and any subleases

or subtenancies. Except as otherwise set forth in the Rent

Schedule or elsewhere in this contract:

(a) all of the Leases are in full force and effect and

none of them has been modified, amended or extended;

(b) no renewal or extension options have been

granted to tenants;

(d) the rents set forth are being collected on a current

basis and there are on arrearages in excess of one month;

(e) no tenant is entitled to rental concessions or

abatements for any period subsequent to the scheduled date of

closing;

(f) Seller has not sent written notice to any tenant

claiming that such tenant is in default, which default remains

uncured;

(g) no action or proceeding instituted against Seller

by any tenant of the Premises is presently pending in any

court, except with respect to claims involving personal injury

or property damage which are covered by insurance; and

(h) there are no security deposits other than those set

forth in the Rent Schedule.

If any Leases which have been exhibited to and

initialed by Purchaser or its representative contain provisions

that are inconsistent with the foregoing representations and

warranties, such representations and warranties shall be

deemed modified to the extent necessary to eliminate such

inconsistency and to conform such representations and

warranties to the provisions of the Leases.

§4.04. If the Premises or any part thereof are subject

to the New York City Rent Stabilization Law, Seller is and on

the Closing Date will be a member in good standing of the

Real Estate Industry Stabilization Association, and, except as

otherwise set forth in the Rent Schedule, there are no

proceedings with any tenant presently pending before the

Conciliation and Appeals Board in which a tenant has alleged

an overcharge of rent or diminution of services or similar

grievance, and there are no outstanding orders of the

Conciliation and Appeals Board that have not been complied

with by Seller.

§4.05. If the Premises or any part thereof are subject

to the New York City Emergency Rent and Rehabilitation

Law, the rents shown are not in excess of the maximum

collectible rents, and, except as otherwise set forth in the Rent

Schedule, no tenants are entitled to abatements as senior

citizens, there are no proceedings presently pending before the

rent commission in which a tenant has alleged an overcharge

of rent or diminution of services or similar grievance, and

there are no outstanding orders of the rent commission that

have not been complied with by Seller.

§4.06. If an insurance schedule is attached hereto,

such schedule lists all insurance policies presently affording

coverage with respect to the Premises, and the information

contained therein is accurate as of the date set forth therein or,

if no date is set forth therein, as of the date hereof.

§4.07. If a payroll schedule is attached hereto, such

schedule lists all employees presently employed at the

Premises, and the information contained therein is accurate as

of the date set forth therein or, if no date is set forth therein, as

of the date hereof, and, except as otherwise set forth in such

schedule, none of such employees is covered by a union

contract and there are no retroactive increases or other accrued

and unpaid sums owed to any employee.

§4.08. If a schedule of service, maintenance, supply

and management contracts ("Service Contracts") is attached

hereto, such schedule lists all such contracts affecting the

Premises, and the information set forth therein is accurate as

of the date set forth therein or, if no date is set forth therein, as

of the date hereof.

§4.09. If a copy of a certificate of occupancy for the

Premises has been exhibited to and initialed by Purchaser or

its representative, such copy is a true copy of the original and

such certificate has not been amended, but Seller makes no

representation as to compliance with any such certificate.

§4.10. The assessed valuation and real estate taxes set

forth in Schedule D, if any, are the assessed valuation of the

Premises and the taxes paid or payable with respect thereto for

the fiscal year indicated in such schedule. Except as otherwise

set forth in Schedule D, there are no tax abatements or

exemptions affecting the Premises.

§4.11. Except as otherwise set forth in a schedule

attached hereto, if any, if the Premises are used for residential

purposes, each apartment contains a range and a refrigerator,

and all of the ranges and refrigerators and all of the items of

personal property (or replacements thereof) listed in such

schedule, if any, are and on the Closing Date will be owned by

Seller free of liens and encumbrances other than the lien(s) of

the Existing Mortgage(s), if any.

§4.12. Seller has no actual knowledge that any

incinerator, boiler or other burning equipment on the Premises

is being operated in violation of applicable law. If copies of a

certificate or certificates of operation therefor have been

exhibited to and initialed by Purchaser or its representative,

such copies are true copies of the originals.

§4.13. Except as otherwise set forth in Schedule D,

Seller has no actual knowledge of any assessment payable in

annual installments, or any part thereof, which has become a

lien on the Premises.

Section 5. Acknowledgments of Purchaser

Purchaser acknowledges that:

§5.01. Purchaser has inspected the Premises, is fully

familiar with the physical condition and state of repair thereof,

and, subject to the provisions of §7.01, §8.01, and §9.04, shall

accept the Premises "as is" and in their present condition,

subject to reasonable use, wear, tear and natural deterioration

between now and the Closing Date, without any reduction in

the Purchase Price for any change in such condition by reason

thereof subsequent to the date of this contract.

§5.02. Before entering into this contract, Purchaser

has made such examination of the Premises, the operation,

income and expenses thereof and all other matters affecting or

relating to this transaction as Purchaser deemed necessary. In

entering into this contract, Purchaser has not been induced by

and has not relied upon any representations, warranties or

statements, whether express or implied, made by Seller or any

agent, employee or other representative of Seller or by any

broker or any other person representing or purporting to

represent Seller, which are not expressly set forth in this

contract, whether or not any such representations, warranties

or statements were made in writing or orally.

Section 6. Seller's Obligations as to Leases

§6.01. Unless otherwise provided in a schedule

attached to this contract, between the date of this contract and

the Closing, Seller shall not, without Purchaser's prior written

consent, which consent shall not be unreasonably withheld:

(a) amend, renew or extend any Lease in any respect,

unless required by law;

(b) grant a written lease to any tenant occupying

space pursuant to a Tenancy; or

of a default by the tenant thereunder.

§6.02. Unless otherwise provided in a schedule

attached to this contract, between the date of this contract and

the Closing, Seller shall not permit occupancy of, or enter into

any new lease for, space in the Building which is presently

vacant or which may hereafter become vacant without first

giving Purchaser written notice of the identity of the proposed

tenant, together with

(a) either a copy of the proposed lease or a summary

of the terms thereof in reasonable detail and

(b) a statement of the amount of the brokerage

commission, if any, payable in connection therewith and the

terms of payment thereof. If Purchaser objects to such

proposed lease, Purchaser shall so notify Seller within 4

business days after receipt of Seller's notice if such notice was

personally delivered to Purchaser, or within 7 business days

after the mailing of such notice by Seller to Purchaser, in

which case Seller shall not enter into the proposed lease.

Unless otherwise provided in a schedule attached to this

contract, Purchaser shall pay to Seller at the Closing, in the

manner specified in §2.02, the rent and additional rent that

would have been payable under the proposed lease from the

date on which the tenant's obligation to pay rent would have

commenced if Purchaser had not so objected until the Closing

Date, less the amount of the brokerage commission specified

in Seller's notice and the reasonable cost of decoration or other

work required to be performed by the landlord under the terms

of the proposed lease to suit the premises to the tenant's

occupancy ("Reletting Expenses"), prorated in each case over

the term of the proposed lease and apportioned as of the

Closing Date. If Purchaser does not so notify Seller of its

objection, Seller shall have the right to enter into the proposed

lease with the tenant identified in Seller's notice and Purchaser

shall pay to Seller, in the manner specified in §2.02, the

Reletting Expenses, prorated in each case over the term of the

lease and apportioned as of the later of the Closing Date or the

rent commencement date. Such payment shall be made by

Purchaser to Seller at the Closing. In no event shall the

amount so payable to Seller exceed the sums actually paid by

Seller on account thereof.

§6.03. If any space is vacant on the Closing Date,

Purchaser shall accept the Premises subject to such vacancy,

provided that the vacancy was not permitted or created by

Seller in violation of any restrictions contained in this

contract. Seller shall not grant any concessions or rent

abatements for any period following the Closing without

Purchaser's prior written consent. Seller shall not apply all or

any part of the security deposit of any tenant unless such

tenant has vacated the Premises.

§6.04. Seller does not warrant that any particular

Lease of Tenancy will be in force or effect at the Closing or

that the tenants will have performed their obligations

thereunder. The termination of any Lease or Tenancy prior to

the Closing by reason of the tenant's default shall not affect

the obligations of Purchaser under this contract in any manner

or entitle Purchaser to an abatement of or credit against the

Purchaser Price or give rise to any other claim on the part of

Purchaser.

Section 7. Responsibility for Violations

§7.01. Except as provided in §7.02 and §7.03, all

notes or notices of violations of law or governmental

ordinances, orders or requirements which were noted or issued

prior to the date of this contract by any governmental

department, agency or bureau having jurisdiction as to

conditions affecting the Premises and all liens which have

attached to the Premises prior to the Closing pursuant to the

Administrative Code of the City of New York, if applicable,

shall be removed or complied with by Seller. If such removal

or compliance has not been completed prior to the Closing,

Seller shall pay to Purchaser at the Closing the reasonably

estimated unpaid cost to effect or complete such removal or

compliance, and Purchaser shall be required to accept title to

the Premises subject thereto, except that Purchaser shall not be

required to accept such title and may terminate this contract as

provided in §13.02 if

(a) Purchaser's Institutional Lender reasonably

refuses to provide financing by reason thereof or

(b) the Building is a multiple dwelling and either

(i) such violation is rent impairing and

causes rent to be unrecoverable under Section 302-a of the

Multiple Dwelling Law or

(ii) a proceeding has been validly

commenced by tenants and is pending with respect to such

violation for a judgment directing deposit and use of rents

under Article 7-A of the Real Property Actions and

Proceedings Law. All such notes or notices of violations noted

or issued on or after the date of this contract shall be the sole

responsibility of Purchaser.

§7.02. If the reasonably estimated aggregate cost to

remove or comply with any violations or liens which Seller is

required to remove or comply with pursuant to the provisions

of §7.01 shall exceed the Maximum Amount specified in

Schedule D (or if none is so specified, the Maximum Amount

shall be one-half of one percent of the Purchase Price), Seller

shall have the right to cancel this contract, in which event the

sole liability of Seller shall be as set forth in §13.02, unless

Purchaser elects to accept title to the Premises subject to all

such violations or liens, in which event Purchaser shall be

entitled to a credit of an amount equal to the Maximum

Amount against the monies payable at the Closing.

§7.03. Regardless of whether a violation has been

noted or issued prior to the date of this contract, Seller's failure

to remove or fully comply with the following violations shall

not be an objection to title:

(a) any violations of New York City Local

Law 5 of 1973, as amended (relating to fire safety in office

buildings), if applicable, or

(b) any violations which a tenant is required

to remove or comply with pursuant to the terms of its lease by

reason of such tenant's use or occupancy. Purchaser shall

accept the Premises subject to all such violations without any

liability of Seller with respect thereto or any abatement of or

credit against the Purchase Price, except that if Purchaser's

Institutional Lender reasonably refuses to provide financing by

reason of the violations described in (b) above, Purchaser shall

not be required to accept the Premises subject thereto and

Purchaser shall have the right to terminate this contract in the

manner provided in §13.02.

§7.04. If required, Seller, upon written request by

Purchaser, shall promptly furnish to Purchaser written

authorizations to make any necessary searches for the

purposes of determining whether notes or notices of violations

have been noted or issued with respect to the Premises or liens

have attached thereto.

Section 8. Destruction, Damage or Condemnation

§8.01. The provisions of Section 5-1311 of the

General Obligations Law shall apply to the sale and purchase

provided for in this contract.

Section 9. Covenants of Seller

Seller covenants that between the date of this contract and the

Closing:

§9.01. The Existing Mortgage(s) shall not be

amended or supplemented or prepaid in whole or in part.

Seller shall pay or make, as and when due and payable, all

payments of principal and interest and all deposits required to

be paid or made under the Existing Mortgage(s).

§9.02. Seller shall not modify or amend any Service

Contract or enter into any new service contract unless same is

terminable without penalty by the then owner of the Premises

upon not more than 30 days notice.

§9.03. If an insurance schedule is attached hereto,

Seller shall maintain in full force and effect until the Closing

the insurance policies described in such schedule or renewals

thereof for no more than one year of those expiring before the

Closing.

§9.04. No fixtures, equipment or personal property

included in this sale shall be removed from the Premises

unless the same are replaced with similar items of at least

equal quality prior to the Closing.

§9.05. Seller shall not withdraw, settle or otherwise

compromise any protest or reduction proceeding affecting real

estate taxes assessed against the Premises for any fiscal period

in which the Closing is to occur or any subsequent fiscal

period without the prior written consent of Purchaser, which

consent shall not be unreasonably withheld. Real estate tax

refunds and credits received after the Closing Date which are

attributable to the fiscal tax year during which the Closing

Date occurs shall be apportioned between Seller and

Purchaser, after deducting the expenses of collection thereof,

which obligation shall survive the Closing.

§9.06. Seller shall allow Purchaser or Purchaser's

representatives access to the Premises, the Leases and other

documents required to be delivered under this contract upon

reasonable prior notice at reasonable times.

Section 10. Seller's Closing Obligations

At the Closing, Seller shall deliver the following to Purchaser:

§10.01. A statutory form of bargain and sale deed

without covenant against grantor's acts, containing the

covenant required by Section 13 of the Lien Law, and properly

executed in proper form for recording so as to convey the title

required by this contract.

§10.02. All Leases initialed by Purchaser and all

others in Seller's possession.

§10.03. A schedule of all cash security deposits and a

check or credit to Purchaser in the amount of such security

deposits, including any interest thereon, held by Seller on the

Closing Date under the Leases or, if held by an Institutional

Lender, an assignment to Purchaser and written instructions to

the holder of such deposits to transfer the same to Purchaser,

and appropriate instruments of transfer or assignment with

respect to any lease securities which are other than cash.

§10.04. A schedule updating the Rent Schedule and

setting forth all arrears in rents and all prepayments of rents.

§10.05. All Service Contracts initialed by Purchaser

and all others in Seller's possession which are in effect on the

Closing Date and which are assignable by Seller.

§10.06. An assignment to Purchaser, without

recourse or warranty, of all of the interest of Seller in those

Service Contracts, insurance policies, certificates, permits and

other documents to be delivered to Purchaser at the Closing

which are then in effect and are assignable by Seller.

§10.07. (a) Written consent(s) of the Mortgagee(s),

if required under §2.03(b), and(b) certificate(s) executed by

the Mortgagee(s) in proper form for recording and certifying

(i) the amount of the unpaid principal balance thereof, (ii) the

maturity date thereof, (iii) the interest rate, (iv) the last date to

which interest has been paid thereon and (v) the amount of any

escrow deposits held by the Mortgagee(s).

Seller shall pay the fees for recording such

certificate(s). Any Mortgagee which is an Institutional Lender

may furnish a letter complying with Section 274-a of the Real

Property Law in lieu of such certificate.

§10.08. An assignment of all Seller's right, title and

interest in escrow deposits for real estate taxes, insurance

premiums and other amounts, if any, then held by the

Mortgagee(s).

§10.09. All original insurance policies with respect to

which premiums are to be apportioned or, if unobtainable, true

copies or certificates thereof.

§10.10. To the extent they are then in Seller's

possession and not posted at the Premises, certificates,

licenses, permits, authorizations and approvals issued for or

with respect to the Premises by governmental and quasi-

governmental authorities having jurisdiction.

§10.11. Such affidavits as Purchaser's title company

shall reasonably require in order to omit from its title

insurance policy all exceptions for judgments, bankruptcies or

other returns against persons or entities whose names are the

same as or similar to Seller's name.

§10.12. Checks to the order of the appropriate

officers in payment of all applicable real property transfer

taxes and copies of any required tax returns therefor executed

by Seller, which checks shall be certified or official bank

checks if required by the taxing authority, unless Seller elects

to have Purchaser pay any of such taxes and credit Purchaser

with the amount thereof.

§10.13. To the extent they are then in Seller's

possession, copies of current painting and payroll records.

Seller shall make all other Building and tenant files and

records available to Purchaser for copying, which obligation

shall survive the Closing.

§10.14. An original letter, executed by Seller or by its

agent, advising the tenants of the sale of the Premises to

Purchaser and directing that rents and other payments

thereafter be sent to Purchaser or as Purchaser may direct.

§10.15. Notice(s) to the Mortgagee(s), executed by

Seller or by its agent, advising of the sale of the Premises to

Purchaser and directing that future bills and other

correspondence should thereafter be sent to Purchaser or as

Purchaser may direct.

§10.16. If Seller is a corporation and if required by

Section 909 of the Business Corporation Law, a resolution of

Seller's board of directors authorizing the sale and delivery of

the deed and a certificate executed by the secretary or assistant

secretary of Seller certifying as to the adoption of such

resolution and setting forth facts showing that the transfer

complies with the requirements of such law. The deed referred

to in §10.01 shall also contain a recital sufficient to establish

compliance with such law.

§10.17. Possession of the Premises in the condition

required by this contract, subject to the Leases and Tenancies,

and keys therefor.

§10.18. Any other documents required by this

contract to be delivered by Seller.

Section 11. Purchaser's Closing Obligations

At the Closing, Purchaser shall:

§11.01. Deliver to Seller checks in payment of the

portion of the Purchase Price payable at the Closing, as

adjusted for apportionments under Section 12, plus the amount

of escrow deposits, if any, assigned pursuant to §10.08.

§11.02. Deliver to Seller the Purchase Money

Mortgage, if any, in proper form for recording, the note

secured thereby, financing statements covering personal

property, fixtures and equipment included in this sale and

replacements thereof, all properly executed, and Purchaser

shall pay the mortgage recording tax and recording fees for

any Purchase Money Mortgage.

§11.03. Deliver to Seller an agreement indemnifying

and agreeing to defend Seller against any claims made by

tenants with respect to tenants' security deposits to the extent

paid, credited or assigned to Purchaser under §10.03.

§11.04. Cause the deed to be recorded, duly complete

all required real property transfer tax returns and cause all

such returns and checks in payment of such taxes to be

delivered to the appropriate officers promptly after the

Closing.

§11.05. Deliver any other documents required by this

contract to be delivered by Purchaser.

Section 12. Apportionments

§12.01. The following apportionments shall be made

between the parties at the Closing as of the close of business

on the day prior to the Closing Date:

(a) prepaid rents and Additional Rents (as defined in

§12.03);

(b) interest on the Existing Mortgage(s);

vault charges, if any, on the basis of the fiscal period for

which assessed, except that if there is a water meter on the

Premises, apportionment at the Closing shall be based on the

last available reading, subject to adjustment after the Closing

when the next reading is available;

(d) wages, vacation pay, pension and welfare benefits

and other fringe benefits of all persons employed at the

Premises whose employment was not terminated at or prior to

the Closing;

(e) value of fuel stored on the Premises, at the price

then charged by Seller's supplier, including any taxes;

(f) charges under transferable Service Contracts or

permitted renewals or replacements thereof;

(g) permitted administrative charges, if any, on

tenants' security deposits;

(h) dues to rent stabilization associations, if any;

(i) insurance premiums on transferable insurance

policies listed on a schedule hereto or permitted renewals

thereof;

(j) Reletting Expenses under §6.02, if any; and

(k) any other items listed in Schedule D.

If the Closing shall occur before a new tax rate is

fixed, the apportionment of taxes at the Closing shall be upon

the basis of the old tax rate for the preceding period applied to

latest assessed valuation. Promptly after the new tax rate is

fixed, the apportionment of taxes shall be recomputed. Any

discrepancy resulting from such recomputation and any errors

or omissions in computing apportionments at Closing shall be

promptly corrected, which obligations shall survive the

Closing.

§12.02. If any tenant is in arrears in the payment of

rent on the Closing Date, rents received from such tenant after

the Closing shall be applied in the following order of priority:

(a) first to the month preceding the month in which

the Closing occurred;

(b) then to the month in which the Closing occurred;

in which the Closing occurred; and

(d) then to the period prior to the month preceding

the month in which the Closing occurred.

If rents or any portion thereof received by Seller or

Purchaser after the Closing are payable to the other party by

reason of this allocation, the appropriate sum, less a

proportionate share of any reasonable attorneys' fees, costs and

expenses of collection thereof, shall be promptly paid to the

other party, which obligation shall survive the Closing.

§12.03. If any tenants are required to pay percentage

rent, escalation charges for real estate taxes, operating

expenses, cost-of-living adjustments or other charges of a

similar nature ("Additional Rents") and any Additional Rents

are collected by Purchaser after the Closing which are

attributable in whole or in part to any period prior to the

Closing, then Purchaser shall promptly pay to Seller Seller's

proportionate share thereof, less a proportionate share of any

reasonable attorneys' fees, costs and expenses of collection

thereof, if and when the tenant paying the same has made all

payments of rent and Additional Rent then due to Purchaser

pursuant to the tenant's Lease, which obligation shall survive

the Closing.

Section l3. Objections to Title, Failure of Seller or

Purchaser to Perform and Vendee's Lien

§13.01. Purchaser shall promptly order an

examination of title and shall cause a copy of the title report to

be forwarded to Seller's attorney upon receipt. Seller shall be

entitled to a reasonable adjournment or adjournments of the

Closing for up to 60 days or until the expiration date of any

written commitment of Purchaser's Institutional Lender

delivered to Purchaser prior to the scheduled date of Closing,

whichever occurs first, to remove any defects in or objections

to title noted in such title report and any other defects or

objections which may be disclosed on or prior to the Closing

Date.

§13.02. If Seller shall be unable to convey title to the

Premises at the Closing in accordance with the provisions of

this contract or if Purchaser shall have any other grounds

under this contract for refusing to consummate the purchase

provided for herein, Purchaser, nevertheless, may elect to

accept such title as Seller may be able to convey with a credit

against the monies payable at the Closing equal to the

reasonably estimated cost to cure the same (up to the

Maximum Expense described below), but without any other

credit or liability on the part of Seller. If Purchaser shall not so

elect, Purchaser may terminate this contract and the sole

liability of Seller shall be to refund the Downpayment to

Purchaser and to reimburse Purchaser for the net cost of title

examination, but not to exceed the net amount charged by

Purchaser's title company therefor without issuance of a

policy, and the net cost of updating the existing survey of the

Premises or the net cost of a new survey of the Premises if

there was no existing survey or the existing survey was not

capable of being updated and a new survey was required by

Purchaser's Institutional Lender. Upon such refund and

reimbursement, this contract shall be null and void and the

parties hereto shall be relieved of all further obligations and

liability other than any arising under Section 14. Seller shall

not be required to bring any action or proceeding or to incur

any expense in excess of the Maximum Expense specified in

Schedule D (or if none is so specified, , the Maximum

Expense shall be one-half of one percent of the Purchase

Price) to cure any title defect or to enable Seller otherwise to

comply with the provisions of this contract, but the foregoing

shall not permit Seller to refuse to pay off at the Closing, to

the extent of the monies payable at the Closing, mortgages on

the Premises, other than Existing Mortgages, of which Seller

has actual knowledge.

§13.03 Any unpaid taxes, assessments, water charges

and sewer rents, together with the interest and penalties

thereon to a date not less than two days following the Closing

Date, and any other liens and encumbrances which Seller is

obligated to pay and discharge or which are against

corporations, estates or other persons in the chain of title,

together with the cost of recording or filing any instruments

necessary to discharge such liens and encumbrances of record,

may be paid out of the proceeds of the monies payable at the

Closing if Seller delivers to Purchaser on the Closing Date

official bills for such taxes, assessments, water charges, sewer

rents, interest and penalties and instruments in recordable form

sufficient to discharge any other liens and encumbrances of

record. Upon request made a reasonable time before the

Closing, Purchaser shall provide at the Closing separate

checks for the foregoing payable to the order of the holder of

any such lien, charge or encumbrance and otherwise

complying with §2.02. If Purchaser's title insurance company

is willing to insure both Purchaser and Purchaser's

Institutional Lender, if any, that such charges, liens and

encumbrances will not be collected out of or enforced against

the Premises, then, unless Purchaser's Institutional Lender

reasonably refuses to accept such insurance in lieu of actual

payment and discharge, Seller shall have the right in lieu of

payment and discharge to deposit with the title insurance

company such funds or assurances or to pay such special or

additional premiums as the title insurance company may

require in order to so insure. In such case the charges, liens

and encumbrances with respect to which the title insurance

company has agreed so to insure shall not be considered

objections to title.

§13.04. If Purchaser shall default in the performance

of its obligation under this contract to purchase the Premises,

the sole remedy of Seller shall be to retain the Downpayment

as liquidated damages for all loss, damage and expense

suffered by Seller, including without limitation the loss of its

bargain.

§13.05. Purchaser shall have a vendee's lien against

the Premises for the amount of the Downpayment, but such

lien shall not continue after default by Purchaser under this

contract.

Section 14. Broker

§14.01. If a broker is specified in Schedule D, Seller

and Purchaser mutually represent and warrant that such broker

is the only broker with whom they have dealt in connection

with this contract and that neither Seller nor Purchaser knows

of any other broker who has claimed or may have the right to

claim a commission in connection with this transaction, unless

otherwise indicated in Schedule D. The commission of such

broker shall be paid pursuant to separate agreement by the

party specified in Schedule D. If no broker is specified in

Schedule D, the parties acknowledge that this contract was

brought about by direct negotiation between Seller and

Purchaser and that neither Seller nor Purchaser knows of any

broker entitled to a commission in connection with this

transaction. Unless otherwise provided in Schedule D, Seller

and Purchaser shall indemnify and defend each other against

any costs, claims or expenses, including attorneys' fees,

arising out of the breach on their respective parts of any

representations, warranties or agreements contained in this

paragraph. The representations and obligations under this

paragraph shall survive the Closing or, if the Closing does not

occur, the termination of this contract.

Section 15. Notices

§15.01. All notices under this contract shall be in

writing and shall be delivered personally or shall be sent by

prepaid registered or certified mail, addressed as set forth in

Schedule D, or as Seller or Purchaser shall otherwise have

given notice as herein provided.

Section 16. Limitations on Survival of Representations,

Warranties, Covenants and other Obligations

§16.01. Except as otherwise provided in this contract,

no representations, warranties, covenants or other obligations

of Seller set forth in this contract shall survive the Closing,

and no action base thereon shall be commenced after the

Closing. The representations, warranties, covenants and other

obligations of Seller set forth in §4.03, §6.01 and §6.02 shall

survive until the Limitation Date specified in Scheduled D (or

if none is so specified, the Limitation Date shall be the date

which is six months after the Closing Date), and no action

based thereon shall be commenced after the Limitation Date.

§16.02 The delivery of the deed by Seller, and the

acceptance thereof by Purchaser, shall be deemed the full

performance and discharge of every obligation on the part of

Seller to be performed hereunder, except those obligations of

Seller which are expressly stated in this contract to survive the

Closing.

Section 17. Miscellaneous Provisions

§17.01. If consent of the Existing Mortgagee(s) is

required under §2.03(b), Purchaser shall not assign this

contract or its rights hereunder without the prior written

consent of Seller. No permitted assignment of Purchaser's

rights under this contract shall be effective against Seller

unless and until an executed counterpart of the instrument of

assignment shall have been delivered to Seller and Seller shall

have been furnished with the name and address of the

assignee. The term "Purchaser" shall be deemed to include the

assignee under any such effective assignment.

§17.02. This contract embodies and constitutes the

entire understanding between the parties with respect to the

transaction contemplated herein, and all prior agreements,

understandings, representations and statements, oral or

written, are merged into this contract. Neither this contract nor

any provision hereof may be waived, modified, amended,

discharged or terminated except by an instrument signed by

the party against whom the enforcement of such waiver,

modification, amendment, discharge or termination is sought,

and then only to the extent set forth in such instrument.

§17.03. This contract shall be governed by, and

construed in accordance with, the law of the State of New

York.

§17.04. The captions in this contract are inserted for

convenience of reference only and in no way define, describe

or limit the scope or intent of this contract or any of the

provisions hereof.

§17.05. This contract shall be binding upon and shall

inure to the benefit of the parties hereto and their respective

heirs or successors and permitted assigns.

§17.06. This contract shall not be binding or effective

until properly executed and delivered by Seller and Purchaser.

§17.07. As used in this contract, the masculine shall

include the feminine and neuter, the singular shall include the

plural and the plural shall include the singular, as the context

may require.

§17.08. If the provisions of any schedule or rider to

this contract are inconsistent with the provisions of this

contract, the provisions of such schedule or rider shall prevail.

Set forth in Schedule D is a list of any and all schedules and

riders which are attached hereto but which are not listed in the

Table of Contents.

IN WITNESS WHEREOF, the parties hereto have executed this contract as of the date first above written.

SELLER(S): BUYER(S):

____________________________________ ____________________________________

Receipt by Escrowee

The undersigned Escrowee hereby acknowledges receipt of, by check subject to collection, to be held in escrow pursuant to §2.05.

__________________________________

By: