Fillable Printable Residental Contract of Sale Template

Residental Contract of Sale Template

Reorder Form No. 8068 (3/00)– Residential contract of sale 2-91

Jointly prepared by the Real Property Section of the New York State Bar Association, the New York State Land Title Association, the

Committee on Real Property Law of the Association of the Bar of the City of New York and the Committee on Real Property Law of the New

York County Lawyers’ Association.

Warning: NO REPRESENTATION IS MADE THAT THIS FORM OR CONTRACT FOR THE SALE AND PURCHASE OF REAL

ESTATE COMPLIES WITH SECTION 5-702 OF THE GENERAL OBLIGATIONS LAW (“PLAIN LANGUAGE”).

CONSULT YOUR LAWYER BEFORE SIGNING THIS AGREEMENT

NOTE: FIRE AND CASUALTY LOSSES AND CONDEMNATION.

This contract form does not provide for what happens in the event of fire, or other casualty loss or condemnation before the title closing. Unless

different provision is made in this contract, Section 5-1311 of the General Obligations Law will apply. One part of the law makes a Purchaser

responsible for fire and casualty loss upon taking possession of the Premises before the title closing.

Residential Contract of Sale

CONTRACT OF SALE, made as of 20

BETWEEN

Address:

Social Security Number/Fed. I.D. No(s):

hereinafter called “SELLER”, and

Address:

Social Security Number/Fed. I.D. No.(s):

hereinafter called “PURCHASER”.

The parties hereby agree as follows:

1. Seller shall sell and convey and Purchaser shall purchase the property, together will all buildings and improvements thereon (collectively the

“Premises”), more fully described on a separate page marked “Schedule A”, annexed hereto and made a part hereof and also known as:

Street Address:

Tax Map Designation:

Together with Seller ’s ownership and rights, if any, to land lying in the bed of any street or highway, opened or proposed, adjoining the Premises to

the center line thereof, including any right of Seller to any unpaid award by reason of any taking by condemnation and/or for any damage to the

Premises by reason of change of grade of any street or highway. Seller shall deliver at no additional cost to Purchaser, at Closing (as hereinafter

defined), or thereafter, on demand, any documents that Purchaser may reasonably require for the conveyance of such title and the assignment and

collection of such award or damages.

2. This sale also includes all fixtures and articles of personal property now attached or appurtenant to the Premises, unless specifically excluded

below. Seller represents and warrants that at Closing they will paid for and owned by Seller, free and clear of all liens and encumbrances, except any

existing mortgage to which this sale may be subject. They include, but are not limited to, plumbing, heating, lighting and cooking fixtures, bathroom

and kitchen cabinets, mantels, door mirrors, switch plates and door hardware, venetian blinds, window treatments, shades, screens, awnings, storm

windows, storm doors, window boxes, mail box, TV aerials, weather vane, flagpole, pumps, shrubbery, fencing, outdoor statuary, tool shed,

dishwasher , washing machine, clothes dryer, garbage disposal unit, range, oven, refrigerator, freezer, air conditioning equipment and installations, wall

to wall carpeting and built-ins not excluded below (strike out inapplicable items).

Excluded from this sale are furniture and household furnishings and

3. The purchase price is

payable as follows: $

(a) on the signing of this contract, by Purchaser ’s check payable to the Escrowee (as hereinafter defined), subject to collection, the receipt of

which is hereby acknowledged, to be held in escrow pursuant to paragraph 6 of this contract (the “Downpayment”):

(b) by allowance for the principal amount unpaid on the existing mortgage on the date hereof, payment of which Purchaser shall assume by joinder in

the deed: $

(d) balance at Closing in accordance with paragraph 7: $

4. (Delete if inapplicable) If this sale is subject to an existing mortgage as indicated in paragraph 3(b) above:

(a) The premises shall be conveyed subject to the continuing lien of the existing mortgage, which is presently payable, with interest at the rate

of percent per annum, in monthly installments of $ which include principal, interest

and escrow amounts, if any, and with any balance of principal being due and payable on

(b) To the extent that any required payments are made on the existing mortgage between the date hereof and Closing which reduce the unpaid

principal amount thereof below the amount shown in paragraph 3(b), then the balance of the price payable at Closing under paragraph 3(d) shall be

increased by the amount of the payments of principal. Seller represents and warrants that the amount shown in paragraph 3(b) is substantially correct

and agrees that only payments required by the existing mortgage will be made between the date hereof and Closing.

(c) If there is a mortgagee escrow account, Seller shall assign it to Purchaser, if it can be assigned, and in that case Purchaser shall pay the

amount in the escrow account to Seller at Closing.

(d) Seller shall deliver to Purchaser at Closing a certificate dated not more than 30 days before Closing signed by the holder of the existing

mortgage, in form for recording, certifying the amount of the unpaid principal, the date to which interest has been paid and the amounts, if any, claimed

to be unpaid for principal and interest, itemizing the same. Seller shall pay the fees for recording such certificate. If the holder of the existing mortgage

is a bank or other institution as defined in Section 274-a of the Real Property Law (“Institutional Lender”), it may, instead of the certificate, furnish a

letter signed by a duly authorized officer, employee or agent, dated not more than 30 days before Closing, containing the same information.

(e) Seller represents and warrants that (i) Seller has delivered to Purchaser true and complete copies of the existing mortgage, the note secured

thereby and any extensions and modifications thereof, (ii) the existing mortgage is not now, and at the time of Closing will not be, in default, and (iii)

the existing mortgage does not contain any provision that permits the holder of the mortgage to require its immediate payment in full or to change any

other term thereof by reason of the sale or conveyance of the Premises.

5. (Delete if inapplicable) If there is to be a purchase money mortgage as indicated in paragraph 3(c) above:

(a) The purchase money note and mortgage shall be drawn by the attorney for Seller in the form attached or , if not, in the standard form adopted

by the New York State Land Title Association. Purchaser shall pay at Closing the mortgage recording tax, recording fees and the attorney’s fees

in the amount of $ for its preparation.

(b) The purchase money note and mortgage shall also provide that it is subject and subordinate to the lien of the existing mortgage and any

extensions, modifications, replacements or consolidations of the existing mortgage, provided that (i) the interest rate thereof shall not be greater than

percent per annum and the total debt service thereunder shall not be greater than $ per annum, and (ii) if

the principal amount thereof shall exceed the amount of principal owing and unpaid on the existing mortgage at the time of placing such new mortgage

or consolidated mortgage, the excess be paid to the holder of such purchase money mortgage in reduction of the principal thereof. The purchase money

mortgage shall also provide that such payment to the holder thereof shall not alter or affect the regular installments, if any, of principal payable

thereunder and that the holder thereof will, on demand and without charge therefor, execute, acknowledge and deliver any agreement or agreements

further to effectuate such subordination.

6. (a) Sellers’ attorney (“Escrowee”) shall hold the Downpayment for Seller ’s account in escrow in a segregated bank account at

until Closing or sooner termination of this contract and shall pay over or apply the Downpayment in accordance with the terms of this paragraph.

Escrowee shall (not) (Delete if inapplicable) hold the Downpayment in an interest-bearing account for the benefit of the parties. If interest is held for

the benefit of the parties, it shall be paid to the party entitled to the Downpayment and the party receiving the interest shall pay any income taxes

thereon. If interest is not held for the benefit of the parties, the Downpayment shall be place in an IOLA account or as otherwise permitted or required

by law. The Social Security or Federal Identification numbers of the parties shall be furnished to Escrowee upon request. At Closing, the Downpayment

Date:

Parties:

Pr emises:

Personal

Pr operty:

Pur chase

Price:

Existing

Mortgage :

Pur chase

Mone y

Mortgage :

Down-

payment in

Escrow:

shall be paid by Escrowee to Seller. If for any reason Closing does not occur and either party gives Notice (as defined in paragraph 25) to Escrowee

demanding payment of the Downpayment, Escrowee shall give prompt Notice to the other party of such demand. If Escrowee does not receive Notice

of objection from such other party to the proposed payment within 10 business days after the giving of such Notice, Escrowee is hereby authorized

and directed to make such payment. If Escrowee does receive such Notice of objection within such 10 day period or if for any other reason Escrowee

in good faith shall elect not to make such payment, Escrowee shall continue to hold such amount until otherwise directed by Notice from the parties

to this contract or a final, nonappealable judgment, order or decree of a court. However, Escrowee shall have the right at any time to deposit the

Downpayment and the interest thereon with the clerk of a court in the county in which the Premises are located and shall give Notice of such deposit

to Seller and Purchaser. Upon such deposit or other disbursement in accordance with the terms of this paragraph, Escrowee shall be relieved and

discharged of all further obligations and responsibilities hereunder.

(b) This parties acknowledge that, although Escrowee is holding the Downpayment for Seller ’s account, for all other purposes Escrowee is

acting solely as a stakeholder at their request and for their convenience and that Escrowee shall not be liable to either party for any act or omission

on its part unless taken or suffered in bad faith or in willful disregard of this contract or involving gross negligence on the part of Escrowee. Seller

and Purchaser jointly and severally agree to defend, indemnify and hold Escrowee harmless from and against all costs, claims and expenses

(including reasonable attorney’s fees) incurred in connection with the performance of Escrowee’s duties hereunder, except with respect to actions or

omissions taken or suffered by Escrowee in bad faith or in willful disregard of this contract or involving gross negligence on the part of Escrowee.

(c) Escrowee may act or refrain from acting in respect of any matter referred to herein in full reliance upon and with the advice of counsel

which may be selected by it (including any member of its firm) and shall be fully protected in so acting or refraining from action upon the advice of

such counsel.

(d) Escrowee acknowledges receipt of the Downpayment by check subject to collection and Escrowee’s agreement to the provision of this

paragraph by signing in the place indicated on the signature page of this contract.

(e) Escrowee or any member of its firm shall be permitted to act as counsel for Seller in any dispute as to the disbursement of the

Downpayment or any other dispute between the parties whether or not Escrowee is in possession of the Downpayment and continues to act as

Escrowee.

7. All money payable under this contract, unless otherwise specified, shall be paid by:

(a) Cash, but not over $1,000.00;

(b) Good certified check of Purchaser drawn on or official check issued by any bank, savings bank, trust company or savings and loan

association having a banking office in the State of New York, unendorsed and payable to the order of Seller, or as Seller may otherwise direct upon

not less than 3 business days notice (by telephone or otherwise) to Purchaser;

(c) As to money other than the purchase price payable to Seller at Closing, uncertified check of Purchaser up to the amount of

$ ; and

(d) As otherwise agreed to in writing by Seller or Seller’s attorney.

8. (Delete if inapplicable)The obligations of Purchaser hereunder are conditional upon issuance on or beore , 20 ,

(the “Commitment Date”) of a written commitment from any Institutional Lender pursuant to which such Institutional Lender agrees to make a first

mortgage loan, other than a VA, FHA or other governmentally insured loan, to Purchaser, at Purchaser’s sole cost and expense,

of $ or such lesser sum as Purchaser shall be willing to accept, at the prevailing fixed rate of interest not to exceed

or initial adjustable rate of interest not to exceed for a term of at least years and on other

customary commitment terms, whether or not conditional upon any factors other than an appraisal satisfactory to the Institutional Lender. Purchaser

shall (a) make prompt application to an Institutional Lender for such mortgage loan, (b) furnish accurate and complete information regarding

Purchaser and members of Purchaser’s family, as required, (c) pay all fees, points and charges required in connection with such application and loan,

(d) pursue such application with diligence, (e) cooperate in good faith with such Institutional Lender to obtain such commitment and (f) promptly

give Notice to Seller of the name and address of each Institutional Lender to which Purchaser has made such application. Purchaser shall comply

with all requirements of such commitment (or of any other commitment accepted by Purchaser) and shall furnish Seller with a copy thereof promptly

after receipt thereof. If such commitment is not issued on or before the Commitment Date, then, unless Purchaser has accepted a commitment that

does not comply with the requirements set forth above, Purchaser may cancel this contract by giving Notice to Seller within 5 business days after

the Commitment Date, in which case this contract shall be deemed cancelled and thereafter neither party shall have any further rights against, or

obligations or liabilities to, the other by reason of this contract, except that the Downpayment shall be promptly refunded to Purchaser and except

as set forth in paragraph 27. If Purchaser fails to give notice of cancellation or if Purchaser shall accept a commitment that does not comply with the

terms set forth above, then Purchaser shall be deemed to have waived Purchaser’s right to cancel this contract and to receive a refund of the

Downpayment by reason of the contingency contained in this paragraph.

9. The Premises are sold and shall be conveyed subject to:

(a) Zoning and subdivision laws and regulations, and landmark, historic or wetlands designation, provided that they are not violated by the

existing buildings and improvements erected on the property or their use;

(b) Consents for the erection of any structures on, under or above any streets on which the Premises abut;

(d) Real estate taxes that are a lien, but are not yet due and payable; and

(e) The other matters, if any, including a survey exception, set forth in a Rider attached.

10. (a) Seller shall comply with all notes or notices of violations of law or municipal ordinances, orders or requirements noted or issued as of the

date hereof by any governmental department having authority as to lands, housing, buildings, fire, health, environmental and labor conditions

affecting the Premises. The Premises shall be conveyed free of them at Closing. Seller shall furnish Purchaser with any authorizations necessary to

make the searches that could disclose these matters.

(b) (Delete if inapplicable) All obligations affecting the Premises pursuant to the Administrative Code of the City of New York incurred prior

to Closing and payable in money shall be discharged by Seller at or prior to Closing.

11. (a) Seller represents and warrants to Purchaser that:

(i) The Premises abut or have a right of access to a public road;

(ii) Seller is the sole owner of the Premises and has the full right, power and authority to sell, convey and transfer the same in accordance

with the terms of this contract;

(iii) Seller is not a “foreign person”, as that term is defined for purposes of the Foreign Investment in Real Property Tax Act, Internal

Revenue Code (“IRC”) Section 1445, as amended, and the regulations promulgated thereunder (Collectively “FIRPTA”);

(iv) The Premises are not affected by any exemptions or abatements of taxes; and

(v) Seller has been known by no other name for the past ten years, except:

(b) Seller covenants and warrants that all of the representations and warranties set forth in this contract shall be true and correct at Closing.

(c) Except as otherwise expressly set forth in this contract, none of Seller’s convenants, representations, warranties or other obligations

contained in this contract shall survive Closing.

12. Purchaser acknowledges and represents that Purchaser if fully aware of the physical condition and state of repair of the Premises and of all other

property included in this sale, based on Purchaser ’s own inspection and investigation thereof, and that Purchaser is entering into this contract based

solely upon such inspection and investigation and not upon any information, data, statements or representations, written or oral, as to the physical

condition, state of repair, use, cost of operation or any other matter related to the Premises or the other property included in the sale, given or made by

Seller or its representatives, and shall accept the same “as is” in present condition and state of repair, subject to reasonable use, wear, tear and natural

deterioration between the date hereof and the date of Closing (except as otherwise set forth in paragraph 16(f)), without any reduction in the purchase

price or claim of any kind for any change in such condition by reason thereof subsequent to the date of this contract. Purchaser and its authorized

representatives shall have the right, at reasonable times and upon reasonable notice (by telephone or otherwise) to Seller , to inspect the Premises before

Closing.

13. Seller shall give and Purchaser shall accept such title as

shall be willing to approve and insure in accordance with its standard form of title policy approved by the New York State Insurance Department,

subject only to the matters provided for in this contract.

14. (a) “Closing” means the settlement of the obligations of Seller and Purchaser to each other under this contract, including the payment of the

purchase price to Seller, and the delivery to Purchaser of a

deed in proper statutory short form for record, duly executed and acknowledged, so as to convey to Purchaser fee simple title to the Premises, free

of all encumbrances, except as otherwise herein stated. The deed shall contain a covenant by Seller as required by subd. 5 of Section 13 of the Lien

Law.

(b) If Seller is a corporation, it shall deliver to Purchaser at the time of Closing (i) a resolution of its Board of Directors authorizing the sale

and delivery of the deed, and (ii) a certificate by the Secretary or Assistant Secretary of the corporation certifying such resolution and setting forth

facts showing that the transfer is in conformity with the requirements of Section 909 of the Business Corporation Law. The deed in such case shall

contain a recital sufficient to establish compliance with that Section.

Acceptable

Funds:

Mortgage

Contingency:

Permitted

Exceptions:

Governmen-

tal Violations

and Orders:

Seller’s

Representa-

tions:

Condition of

Property:

Insurable

Title:

Closing,

Deed and

Title:

15. Closing shall take place at the office of

at o’clock on 20 or, upon reasonable notice (by telephone or otherwise)

by Purchaser, at the office of

16. This contract and Purchaser’s obligation to purchase the Premises are also subject to and conditioned upon the fulfillment of the following

conditions precedent:

(a) The accuracy, as of the date of Closing, of the representations and warranties of Seller made in this contract.

(b) The delivery by Seller to Purchaser of a valid and subsisting Certificate of Occupancy or other required certificate of compliance, or

evidence that none was required, covering the building(s) and all of the other improvements located on the property authorizing their uses as a

family dwelling at the date of Closing.

(c) The delivery by Seller to Purchaser of a duly executed and sworn affidavit (in form prescribed by law) claiming exemption of the

sale contemplated hereby, if such be the case, under Article 31-B of the Tax Law of the State of New York and the Regulations promulgated

thereunder, as the same may be amended from time to time (collectively the “Gains Tax Law”); or if such sale shall not be exempt under the

Gains Tax Law, Seller and Purchaser agree to comply in a timely manner with the requirements of the Gains Tax Law and, at Closing, Seller

shall deliver to Purchaser (i) an official return showing no tax due, or (ii) an official return accompanied by a certified or official bank check

drawn on a New York State banking institution payable to the order of the New York State Department of Taxation and Finance in the amount

of the tax shown to be due thereon. Seller shall (x) pay promptly any additional tax that may become due under the Gains Tax Law, together

with interest and penalties thereon, if any, which may be assessed or become due after Closing, and/or execute any other documents that may

be required in respect thereof, and (y) indemnify, defend and save Purchaser harmless from and against any of the foregoing and any damage,

liability, cost or expense (including reasonable attorney’s fees) which may be suffered or incurred by Purchaser by reason of the nonpayment

thereof. The provisions of this subparagraph (c) shall survive Closing.

(d) The delivery by Seller to Purchaser of a certification stating that Seller is not a foreign person, which certification shall be in the

form then required by FIRPTA. If Seller fails to deliver the aforesaid certification or if Purchaser is not entitled under FIRPTA to rely on such

certification, Purchaser shall deduct and withhold from the purchase price a sum equal to 10% thereof (or any lesser amount permitted by law)

and shall at Closing remit the withheld amount with the required forms to the Internal Revenue Service.

(e) The delivery of the Premises and all building(s) and improvements comprising a part thereof in broom clean condition, vacant and

free of leases or tenancies, together with keys to the Premises.

(f) All plumbing (including water supply and septic systems, if any), heating and air conditioning, if any, electrical and mechanical

systems, equipment and machinery in the building(s) located on the property and all appliances which are included in this sale being in working

order as of the date of Closing.

(g) If the Premises are a one or two family house, delivery by the parties at Closing of affidavits in compliance with state and local law

requirements to the effect that there is installed in the Premises a smoke detecting alarm device or devices.

(h) The delivery by the parties of any other affidavits required as a condition of recording the deed.

17. At Closing, certified or official bank checks payable to the order of the appropriate State, City or County officer in the amount of any

applicable transfer and/or recording tax payable by reason of the delivery or recording of the deed or mortgage, if any, shall be delivered by the

party required by law or by this contract to pay such transfer and/or recording tax, together with any required tax returns duly executed and

sworn to, and such party shall cause any such checks and returns to be delivered to the appropriate officer promptly after Closing. The

obligation to pay any additional tax or deficiency and any interest or penalties thereon shall survive Closing.

18. (a) To the extent applicable, the following shall be apportioned as of midnight of the day before the day of Closing.

(i) Taxes, water charges and sewer rents, on the basis of the fiscal period for which assessed; (ii) fuel; (iii) interest on the existing

mortgage; (iv) premiums on existing transferable insurance policies and renewals of those expiring prior to Closing; (v) vault char ges; (vi) rents

as and when collected.

(b) If Closing shall occur before a new tax rate is fixed, the apportionment of taxes shall be upon the basis of the tax rate for the

immediately proceeding fiscal period applied to that latest assessed valuation.

(c) If there is a water meter on the Premises, Seller shall furnish a reading to a date not more than 30 days before Closing and the unfixed

meter charge and sewer rent, if any, shall be apportioned on the basis of such last reading.

(d) If at the date of Closing the Premises are affected by an assessment which is or may become payable in annual installments, and the

first installment is then a lien, or has been paid, then for the purposes of this contract all the unpaid installments shall be considered due and

shall be paid by Seller at or prior to Closing.

(e) Any errors or omissions in computing apportionments or other adjustments at closing shall be corrected within a reasonable time

following Closing. This subparagraph shall survive Closing.

19. Seller has the option to credit Purchaser as an adjustment to the purchase price with the amount of any unpaid taxes, assessments, water

charges and sewer rents, together with any interest and penalties thereon to a date not less that five business days after closing, provided that

official bills therefor computed to said date are produced at Closing.

20. If at Closing there are other liens or encumbrances that Seller is obligated to pay or discharge, Seller may use any portion of the cash

balance of the purchase price to pay or discharge them, provided Seller shall simultaneously deliver to Purchaser at Closing instruments in

recordable form and sufficient to satisfy such liens or encumbrances of record, together with the cost of recording or filing said instruments.

As an alternative Seller may deposit sufficient monies with the title insurance company employed by Purchaser acceptable to and required by

it to assure their discharge, but only if the title insurance company will insure Purchaser’s title clear of the matters or insure against their

enforcement out of the Premises and will insure Purchaser’s Institutional Lender clear of such matters. Upon notice (by telephone or otherwise),

given not less than 3 business days before Closing, Purchaser shall provide separate certified or official bank checks as requested to assist in

clearing up these matters.

21. (a) Purchaser shall order an examination of title in respect of the Premises from a title company licensed or authorized to issue title

insurance by the New York State Insurance Department or any agent for such title company promptly after the execution of this contract or, if

this contract is subject to the mortgage contingency set forth in paragraph 8, after a mortgage commitment has been accepted by Purchaser.

Purchaser shall cause a copy of the title report and of any additions thereto to be delivered to the attorney(s) for Seller promptly after receipt

thereof.

(b) (i) If at the date of Closing Seller is unable to transfer title to Purchaser in accordance with this contract, or Purchaser has other

valid grounds for refusing to close, whether by reason of liens, encumbrances or other objections to title or otherwise (herein collectively called

“Defects”), other than those subject to which Purchaser is obligated to accept title hereunder or which Purchaser may have waived and other

that those which Seller has herein expressly agreed to remove, remedy or discharge and if Purchaser shall be unwilling to waive the same and

to close title without abatement of the purchase price, then except as hereinafter set forth, Seller shall have the right, at Seller’s sole election,

either to take such action as Seller may deem advisable to remove, remedy, discharge or comply with such Defects or to cancel this contract;

(ii) if Seller elects to take action to remove, remedy or comply with such Defects, Seller shall be entitled from time to time, upon Notice to

Purchaser, to adjourn the date for Closing hereunder for a period or periods not exceeding 60 days in the aggregate (but not extending beyond

the date upon which Purchaser ’s mortgage commitment, if any, shall expire), and the date for Closing shall be adjourned to a date specified by

Seller not beyond such period. If for any reason whatsoever, Seller shall not have succeeding in removing, remedying or complying with such

Defects at the expiration of such adjournment(s) and if Purchaser shall still be unwilling to waive the same and to close title without abatement

of the purchase price, then either party may cancel this contract by Notice to the other given within 10 days after such adjourned date; (iii)

notwithstanding the foregoing, the existing mortgage (unless this sale is subject to the same) and any matter created by Seller after the date

hereof shall be released, discharged or otherwise cured by Seller at or prior to Closing.

(c) If this contract is cancelled pursuant to its terms, other than as a result of Purchaser ’s default, this contract shall terminate and come

to an end, and neither party shall have any further rights, obligations or liabilities against or to the other hereunder or otherwise, except that:

(i) Seller shall promptly refund or cause the Escrowee to refund the Downpayment to Purchaser and, unless cancelled as a result of Purchaser ’s

default or pursuant to paragraph 8, to reimburse Purchaser for the net cost of examination of title, including any appropriate additional charges

related thereto, and the net cost, if actually paid or incurred by Purchaser, for updating the existing survey of the Premises or of a new survey,

and (ii) the obligations under paragraph 27 shall survive the termination of this contract.

22. If a title examination discloses judgements, bankruptcies or other returns against persons having names the same as or similar to that of

Seller, Seller shall deliver an affidavit at Closing showing that they are not against Seller.

23. (a) If Purchaser defaults hereunder, Seller’s sole remedy shall be to receive and retain the Downpayment as liquidated damages, it being

agreed that Seller’s damages in case of Purchaser’s default might be impossible to ascertain and that the Downpayment constitutes a fair and

reasonable amount of damages under the circumstances and is not a penalty.

(b) If Seller defaults hereunder, Purchaser shall have such remedies as Purchaser shall be entitled to at law or in equity, including, but

not limited to, specific performance.

Closing Date

and Place:

Conditions to

Closing:

Deed

Transfer and

Recording

Taxes:

Apportion-

ments and

Other

Adjustments;

Water Meter

and

Installment

Assessments:

Allowance

for Unpaid

Taxes, etc.:

Use of

Purchase

Price to

Remove

Encum-

brances:

Title

Examination;

Seller’s

Inability to

Convey;

Limitations of

Liability:

Affidavit as to

Judgments,

Bankruptcies,

etc.:

Defaults and

Remedies: