Fillable Printable Residential Contract of Sale Template
Fillable Printable Residential Contract of Sale Template
Residential Contract of Sale Template
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 OF 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 that law makes a Purchaser responsible for fire
and casualty loss upon taking possession of the Premises before the title closing.
Residential Contract of Sale
BETWEEN
Contract of Sale made as of
Address:
Social Security Number/Fed. I.D. No.(s): hereinafter called “Seller” and
Address:
hereinafter called “Purchaser”
Social Security Number/Fed. I.D. No.(s):
The parties hereby agree as follows:
1. Premises. Seller
shall sell and convey
and Purchaser shall
purchase the property,
together with 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. Personal Property.
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 be
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,
chandeliers, bathroom
and kitchen cabinets
and counters, 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, built-in-
microwave 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. Purchase Price. The
purchase price is
$ payable as
follows:
(a) On the signing of
this contract, by
Purchaser’s good
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:
$
(c) By a purchase
money note and
mortgage from
Purchaser to
Seller:
$
(d) Balance at
Closing in
accordance with
paragraph 7:
$
4. Existing Mortgage.
(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 that 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 it
may, instead of
the certificate,
furnish a letter
signed by a duly
authorized
officer, employee
or agent, dated
not more then 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. Purchase Money
Mortgage. (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 is to 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
therefore,
execute,
acknowledge and
deliver any
agreement or
agreements
further to
effectuate such
subordination.
6. Downpayment in
Escrow.
(a) Seller’s attorney
(“Escrowee”)
shall hold the
Downpayment in
escrow in a
segregated bank
account at:
address
until Closing or
sooner
termination of
this contract shall
pay over or apply
the
Downpayment in
accordance with
the terms of this
paragraph.
Escrowee shall
hold the
Downpayment in
a(n)
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 placed 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
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, non-
appealable
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) The parties
acknowledge that
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
(with right of
contribution)
agree to defend
(by attorneys
selected by
Escrowee),
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 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
advise of such
counsel.
(d) Escrowee
acknowledges
receipt of the
Downpayment by
check subject to
collection and
Escrowee’s
agreement to the
provisions 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.
(f) The party whose
attorney is
Escrowee shall be
liable for loss of
the
Downpayment.
7. Acceptable Funds.
All money payable
under this contract
unless otherwise
specified, shall be paid
by:
(a) Cash, but not
over $1,000.00
(b) Cash, but not
over $1,000. 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 reasonable
prior 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. Mortgage
Commitment
Contingency. (Delete
paragraph if
inapplicable. For
explanation, see:
NOTES ON
MORTGAGE
COMMITMENT
CONTINGENCY
CLAUSE.)
(a) The obligation of
Purchaser to
purchase under
this contract is
conditioned upon
issuance, on or
before days
after a fully
executed copy of
this contract is
given to
Purchaser or
Purchaser’s
attorney in the
manner set forth
in paragraph 25
or subparagraph
8(j) (the
“Commitment
Date”), of a
written
commitment from
an 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 $ for a
term of at least
years (or
such lesser sum or
shorter term as
Purchaser shall
be willing to
accept) at the
prevailing fixed
or adjustable rate
of interest and on
other customary
commitment
terms (the
“Commitment”).
To the extent a
Commitment is
conditioned on
the sale of
Purchaser’s
current home,
payment of any
outstanding debt,
no material
adverse change in
Purchaser’s
financial
condition or any
other customary
conditions,
Purchaser accepts
the risk that such
conditions may
not be met;
however, a
commitment
conditioned on
the Institutional
Lender’s
approval of an
appraisal shall
not be deemed a
“Commitment”
hereunder until
an appraisal is
approved (and if
that does not
occur before the
Commitment
Date Purchaser
may cancel under
subparagraph
8(e) unless the
Commitment
Date is extended).
Purchaser’s
obligations
hereunder are
conditioned only
on issuance of a
Commitment.
Once a
Commitment is
issued, Purchaser
is bound under
this contract even
if the lender fails
or refuses to fund
the loan for any
reason.
(b) Purchaser shall
(i) make prompt
application to one
or, at Purchaser’s
election, more
than one
Institutional
Lender for such
mortgage loan,
(ii) furnish
accurate and
complete
information
regarding
Purchaser and
members of
Purchaser’s
family, as
required, (iii) pay
all fees, points
and charges
required in
connection with
such application
and loan, (iv)
pursue such
application with
diligence, and (v)
cooperate in good
faith with such
Institutional
Lender(s) to
obtain a
Commitment.
Purchaser shall
accept a
Commitment
meeting the terms
set forth in
subparagraph
8(a) and shall
comply with all
requirements of
such
Commitment (or
any other
commitment
accepted by
Purchaser).
Purchaser shall
furnish Seller
with a copy of the
Commitment
promptly after
receipt thereof.
(c) (Delete this
subparagraph if
inapplicable)
Prompt
submission by
Purchaser of an
application to a
mortgage broker
registered
pursuant to
Article 12-D of
the New York
Banking Law
(“Mortgage
Broker”) shall
constitute full
compliance with
the terms and
conditions set
forth in
subparagraph
8(b)(i), provided
that such
Mortgage Broker
promptly submits
such application
to such
Institutional
Lender(s).
Purchaser shall
cooperate in good
faith with such
Mortgage Broker
to obtain a
Commitment
from such
Institutional
Lender(s).
(d) If all Institutional
Lenders to whom
applications were
made deny such
applications in
writing prior to
the Commitment
Date, Purchaser
may cancel this
contract by giving
Notice thereof to
Seller, with a copy
of such denials,
provided that
Purchaser has
complied with all
its obligations
under this
paragraph 8.
(e) If no
Commitment is
issued by an
Institutional
Lender on or
before the
Commitment
Date, then, unless
Purchaser has
accepted a
written
commitment from
an Institutional
Lender that does
not conform to
the terms set
forth in
subparagraph
8(a), Purchaser
may cancel this
contract by giving
Notice to Seller
within 5 business
days after the
Commitment
Date, provided
that such Notice
includes the name
and address of
the Institutional
Lender(s) to
whom application
was made and
that Purchaser
has complied with
all its obligations
under this
paragraph 8.
(f) If this contract is
canceled by
Purchaser
pursuant to
subparagraphs
8(d) or (e),
neither party
shall thereafter
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.
(g) If Purchaser fails
to give timely
Notice of
cancellation or if
Purchaser accepts
a written
commitment from
an Institutional
Lender that does
not conform to
the terms set
forth in
subparagraph
8(a), 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 8.
(g) If Seller has not
received a copy of
a commitment
from an
Institutional
Lender accepted
by Purchaser by
the Commitment
Date, Seller may
cancel this
contract by giving
Notice to
Purchaser within
5 business days
after the
Commitment
Date, which
cancellation shall
become effective
unless Purchaser
delivers a copy of
such commitment
to Seller within 10
business days
after the
Commitment
Date. After such
cancellation
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
(provided
Purchaser has
complied with all
its obligations
under this
paragraph 8) and
except as set forth
in paragraph 27.
(h) For purposes of
this contract, the
term
“Institutional
Lender” shall
mean any bank,
savings bank,
private banker,
trust company,
savings and loan
association, credit
union or similar
banking
institution
whether
organized under
the laws of this
state, the United
States or any
other state,
foreign banking
corporation
licensed by the
Superintendent of
Banks of New
York or regulated
by the
Comptroller of
the Currency to
transact business
in New York
State; insurance
company duly
organized or
licensed to do
business in New
York State;
mortgage banker
licensed pursuant
to Article 12-D of
the Banking Law;
and any
instrumentality
created by the
United States or
any state with the
power to make
mortgage loans.
(i) For purposes of
subparagraph
8(a), Purchaser
shall be deemed
to have been
given a fully
executed copy of
this contract on
the third business
day following the
date of ordinary
or regular
mailing, postage
prepaid.
9. Permitted
Exceptions. 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;
(c) Encroachments of
stoops, areas,
cellar steps, trim
and cornices, if
any, upon any
street or highway;
(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. Governmental
Violations and Orders.
(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. Seller’s
Representations.
(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
covenants,
representations,
warranties or
other obligations
contained in this
contract shall
survive Closing.
12. Condition of
Property. Purchaser
acknowledges and
represents that
Purchaser is 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
conditions, 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 their 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(e),
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. Insurable Title.
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 this
contract.
14. Closing, Deed and
Title.
(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.
15. Closing Date and
Place. Closing shall
take place at the office
of at
o’clock on or
upon reasonable notice
(by telephone or
otherwise) by
Purchaser, at the office
of
16. Conditions to
Closing. 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
use as a
family dwelling at
the date of
Closing.
(c) The delivery by
Seller to
Purchaser of a
certificate stating
that Seller is not a
foreign person,
which certificate
shall be in the
form then
required by
FIRPTA or a
withholding
certificate from
I.R.S. If Seller
fails to deliver the
aforesaid
certificate or if
Purchaser is not
entitled under
FIRPTA to rely
on such
certificate,
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.
(d) 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.
(e) 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.
(f) 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.
(g) The delivery by
the parties of any
other affidavits
required as a
condition of
recording the
deed.
17. Deed Transfer and
Recording Taxes. 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. Apportionments
and Other
Adjustments; Water
Meter and Installment
Assessments.
(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 charges;
(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
preceding fiscal
period applied to
the 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. Allowance for
Unpaid Taxes, etc.
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 dates after
Closing, provided the
official bills therefor
computed to said date
are produced at
Closing.
20. Use of Purchase
Price to Remove
Encumbrances. 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 reasonable prior
notice (by telephone or
otherwise), Purchaser
shall provide separate
certified or official
bank checks as
requested to assist in
clearing up these
matters.
21. Title Examination;
Seller’s Inability to
Convey; Limitations of
Liability.
(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 than
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
succeeded 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. Affidavit as to
Judgments,
Bankruptcies, etc. If a
title examination
discloses judgments,
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.
