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PURCHASE AGREEMENT FOR RESIDENTIAL UNIT NO. ___THE
__________ CONDOMINIUM
                         _____________th Street New York, New
York

THIS AGREEMENT is made as of the 3rd day of July, 1992,
between ______________, residing at           Court,
_________, _______________ New York _____ ("Seller"), and
_____________, c/o _________________International, Inc.,
Suite ____, ____ Rockefeller Plaza, New York, New York
10020 ("Purchaser").
1.Seller agrees to sell and convey to Purchaser, and
Purchaser agrees to purchase from Seller, Unit No. ____
(the "Unit") in the building (the "Building") known as The
__________n Condominium ("Condominium"), known as and
located at ___ East __th Street, New York, New York,
together with the Unit's appurtenant interest in the Common
Elements, as such term is defined in the Declaration of
Condominium Ownership of the Condominium (the
"Declaration"), recorded in the Office of the City
Register, New York County, on April 14, 1988, in Reel ____,
at Page _____, which shall be as designated in the
Declaration or the By-Laws (the "By-Laws"), as the same may
have been or may be amended from time to time of the
Condominium, on, and subject to all of the terms and
conditions, set forth herein.
The sale also shall include all of Seller's right, title
and interest, if any, in and to the refrigerator, gas
range, microwave oven, dishwasher, cabinets and counters,
lighting and plumbing fixtures, and articles of property
and fixtures attached to or appurtenant to the Unit, all of
which included property and fixtures are represented to be
owned by Seller, free and clear of all liens and
encumbrances (which Unit, undivided interest in the Common
Elements appurtenant thereto and included property and
fixtures, hereinafter are collectively referred to as the
"Property"). Seller agrees that all appliances so included
in this sale shall be in working order at the time of the
Closing.
2.The closing of title under this Agreement shall take
place at the offices of Seller's attorneys, ____________,
P.C., __th Floor, ___ East __th Street, New York, New York
at 10:00 a.m. on August 15, 1991. If Purchaser elects to
adjourn the closing of title, Purchaser shall endeavor to
give written notice to Seller of his election to do so by
no later than August 7, 1991.
Such date, hour and place of closing of title, or any
adjourned date of closing, hereinafter are referred to as
the "Closing".
3.The purchase price ("Purchase Price"), exclusive of
closing adjustments and costs hereinafter provided for, is
$10,888,000.00.
A.The Purchase Price shall be payable as follows:
(i)$1,088,800.00 on the execution of this Agreement by, at
Purchaser's election, either a check of Purchaser's
attorneys, ____________________, drawn on their escrow
account to the direct order of Seller's attorneys,
_____________________, P.C. as Escrow Agent" ("Escrow
Agent"), or an unendorsed teller's check of a bank or trust
company which is a member of the New York Clearing House
Association (the "Clearing House"), payable in federal
funds, drawn to the order of Seller's said attorneys,
_________________, P.C., as Escrow Agent", the receipt of
which certified or teller's check, as the case may be,
subject to collection, is hereby acknowledged by Escrow
Agent, which joins in the execution of this Agreement
solely for the purpose of agreeing to hold the proceeds of
such check in escrow in an interest bearing special account
in a New York City bank of Escrow Agent's choosing, and to
dispose of such proceeds and interest earned thereon in
accordance with the terms of this Agreement (which sum of
$1,088,800.00 and all interest earned thereon are together
referred to herein as the "Downpayment"); and
(ii) $9,799,200.00 shall be paid to Seller on the delivery
to Purchaser of the deed provided for in Paragraph 5 hereof
at the Closing, by an unendorsed teller's check of a bank
or trust which is a member of the Clearing House, payable
in federal funds to the direct order of Seller.
4.The Unit shall   be sold and conveyed by Seller to
Purchaser at the   Closing, subject to the liens,
encumbrances and   title conditions (the "Permitted
Exceptions") set   forth in Exhibit "A" attached hereto.


                               2
5.At the Closing, Seller shall deliver to Purchaser the
following:
(a)A bargain and sale deed for the Unit, with covenant
against grantor's acts, complying with Real Property Law
§ 339-0 and containing the covenant required by Lien Law
§ 13(5), conveying to Purchaser title to the Unit, together
with its undivided interest in the Common Elements (as such
term is defined in the Declaration and which term shall be
deemed to include Seller's right, title and interest in any
limited common elements attributable to or used in
connection with the Unit) as appurtenant thereto, free and
clear of all liens and encumbrances other than Permitted
Exceptions. The deed shall be executed and acknowledged by
Seller and shall be in statutory form for recording.
Purchaser agrees that the acceptance of the deed to the
Unit shall be deemed to be a full performance of and
discharge of every agreement and obligation on the part of
Seller to be performed pursuant to this Agreement except
those which are herein specifically stated to survive the
Closing.
(b)A statement by the Condominium or its managing agent
that the common charges and any assessments then due and
payable to the Condominium for the Unit have been paid to
the date of the Closing;
(c)Keys to the doors of the Unit;
(d)Such affidavits and/or other evidence as the title
company from which Purchaser has ordered a title insurance
report and which is authorized to do business in New York
("Title Company") shall reasonably require in order to omit
from its title insurance policy to be issued to Purchaser
all exceptions for judgments, bankruptcies or other returns
against Seller and persons or entities whose names are the
same as or are similar to Seller's name;
(e)Official New York State Real Property Transfer Gains Tax
Tentative Assessment and Return (or, if applicable,
Official Statement of No Tax Due) duly completed by the New
York State Department of Taxation and Finance;
(f)An official New York State Combined Real Property
Transfer Gains Tax Affidavit, Real Property Transfer Tax
Return, Credit Line Mortgage Certificate, prepared,
executed and sworn to by Seller in proper form for



                             3
submission, which Affidavit also shall be executed and
sworn to by Purchaser at the Closing;
(g)A New York City Real Property Transfer Tax Return
prepared, executed and acknowledged by Seller in proper
form for submission, which Return also shall be executed
and sworn to by Purchaser at the Closing;
(h)Checks in payment of the New York City Real Property
Transfer Tax, New York State Real Property Transfer Tax and
any tax due pursuant to the New York State Real Property
Transfer Gains Tax ("Gains Tax") in connection with the
sale, which checks shall be unendorsed certified or
unendorsed teller's checks, if required by the respective
taxing authorities. In lieu of delivery of such checks, and
notwithstanding anything to the contrary contained in
Paragraph 7.B. hereof, Seller shall have the right, upon
not less than three days' prior written notice to
Purchaser, to cause Purchaser to deliver said checks at the
Closing and to credit Purchaser with the amount thereof
against the portion of the Purchase Price payable as
provided in Paragraph 3.B.(ii) hereof.
Purchaser agrees to cooperate fully with Seller in order
that if necessary the tentative assessment of the amount of
tax due upon this sale may be determined, and
contemporaneously with Purchaser's execution and delivery
of this Agreement shall provide Seller with a duly executed
and sworn to New York State Real Property Transfer Gains
Tax Transferee Questionnaire for filing by Seller with the
New York State Department of Taxation and Finance.
Seller shall pay any additional transfer taxes which may be
assessed and imposed against Seller after the Closing by
reason of the conveyance of the Unit to Purchaser.
(i)Certification that Seller is not a "foreign person,"
pursuant to Paragraph 8 hereof.
(j)Smoke detector affidavit as required by the
Administrative Code of the City of New York.
6.At the Closing, Purchaser shall deliver to Seller, the
following:
(a)A check in payment of the balance of the Purchase Price
in accordance with Paragraph 3.B.(ii);
(b)If required by the Declaration or By-Laws, a power of
attorney to the Board of Managers of the Condominium,


                             4
prepared by Seller in the form required by the Condominium.
The power of attorney shall be executed and acknowledged by
Purchaser and, after being recorded, shall be sent by to
the Condominium.
(c)An Affidavit in Lieu of Registration pursuant to New
York Multiple Dwelling Law, in proper form for submission.
7.Seller and Purchaser agree to comply in a timely manner
with the requirements of Article 31-B of the Tax Law and
the regulations applicable thereto, as the same from time
to time may be amended (collectively, the "Gains Tax Law").
At the Closing, Seller shall deliver for the Unit (i) an
Official Statement of No Tax Due, or (ii) an Official
Tentative Assessment and Return accompanied by a certified
or teller's check payable to the order of the State Tax
Commission, in the amount of the tax shown to be due
thereon.
Seller agrees (i) to pay promptly any taxes due under the
Gains Tax Law and interest and penalties thereon, if any,
which may be assessed or due after the Closing, (ii) to
indemnify and save Purchaser harmless from and against any
of the foregoing and any cost, claim and expense (including
reasonable attorneys' fees) incurred by Purchaser by reason
of the non-payment thereof, and (iii) to make any other
payments and execute, acknowledge and deliver such further
documents as may be necessary to comply with the Gains Tax
Law.
8.Seller represents and warrants to Purchaser that Seller
is not a "foreign person" as defined in IRS § 1445, as
amended, and the regulations issued thereunder ("Code
Withholding Section"). At the Closing, Seller shall deliver
to Purchaser a certificate stating that Seller is not a
foreign person, which certificate shall be in the form then
required by the Code Withholding Section.
9.Purchaser shall promptly after the execution of this
Agreement order a title report for the Unit from Title
Company and request that contemporaneously with the
delivery of such report to Purchaser and any continuations
thereof and supplements thereto, a copy of each of same be
delivered by mail to ______________________, P.C., the
attorneys for Seller, Attn.: ______________, Esq., at __th
Floor, ___ East __th Street, New York, New York. Purchaser
shall notify in writing said attorneys for Seller, Attn.:
_______________, Esq., of any objections to title not


                             5
reflected in such title report, continuation of or
supplement thereto of which Purchaser becomes aware
following their delivery, within three business days after
becoming aware of such objections.
Such term "business days" as used in this Agreement shall
mean consecutive days other than Saturdays, Sundays and
weekdays which are legal holidays in New York City.
A.Any unpaid taxes, assessments, water charges and sewer
rents, together with the interest and penalties thereon to
date not less than two days following the date of Closing,
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 of 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 at the Closing 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 written request made by Seller not less than two
business days before the Closing, Purchaser shall provide
at the Closing separate checks for any or all of the
foregoing payable to the order of the holder of any such
lien, charge or encumbrance and otherwise complying with
Paragraph 4 hereof.
If Title Company is willing to insure Purchaser that such
charges, liens and encumbrances will not be collected out
of or enforced against the Unit, then Seller shall have the
right in lieu of payment and discharge to deposit with
Title Company such funds or to give such assurances or to
pay such special or additional premiums as Title Company
may require in order to so insure. In such case, the
charges, liens and encumbrances with respect to which Title
Company has agreed so to insure, shall not be considered
objections to title.
B.Seller shall convey and Purchaser shall accept fee simple
title to the Unit in accordance with the terms of this
Agreement, subject only to: (a) the Permitted Exceptions,
and (b) such other matters as Title Company shall be
willing, without special or additional premium, to omit as




                             6
exceptions to coverage or to except with insurance against
collection out of or enforcement against the Unit.
C.Notwithstanding any contrary provisions in this
Agreement, express or implied, or any contrary rule of law
or custom, if Seller shall be unable to convey the Unit in
accordance with this Agreement and if Purchaser elects not
to complete this transaction without abatement of the
Purchase Price, the sole obligation and liability of Seller
shall be to cause Escrow Agent to pay over the Downpayment
to Purchaser and to reimburse Purchaser for the reasonable
cost of the examination of title (without issuance of
policy and excluding any survey) and upon the making of
such payment, this Agreement shall be deemed cancelled and
of no further force or effect and neither party shall have
any further rights against, or obligations or liabilities
to, the other by reason of this Agreement. However, nothing
contained in this subparagraph D shall be construed to
relieve Seller from liability due to a willful default
under this Agreement.
The term "reasonable cost of the examination of title" is
defined for the purposes of this Agreement as the expenses
actually incurred by Purchaser for title examination
(including departmental searches but excluding any survey),
but in no event, however, to exceed the net amount which
would be charged by Title Company for title examination,
without issuance of a policy.
The downpayment and the reasonable cost of the examination
of title are hereby made a lien upon the Unit, but such
lien shall not continue after default by Purchaser under
this Agreement.
10.If Purchaser shall fail to comply with any of the terms
and conditions herein set forth at the time or in the
manner herein provided, all of Purchaser's rights
hereunder, both legal and equitable, shall cease, and the
Downpayment shall be paid over to and retained by Seller,
as full and complete liquidated and agreed damages, it
being agreed that it would be difficult, if not impossible,
to fix with complete accuracy the damages which would be
suffered by Seller if Purchaser defaults under this
Agreement and that the Downpayment constitutes a fair and
reasonable amount of damages in the circumstances and is
not a penalty, and neither Seller nor Purchaser shall have
any further claim against the other or against Escrow Agent
hereunder arising out of the making of this Agreement.


                             7
11.The following items for the Unit shall be separately
apportioned and adjusted between the parties as of 11:59
p.m. of August 14, 1991 (the "Adjustment Date"), which
shall remain the originally set Adjustment Date even if the
closing of title hereunder is adjourned at Purchaser's
request to a date subsequent to August 15, 1991, but shall
be as of 11:59 p.m. of the day preceding the Closing if the
closing of title hereunder is adjourned to a date
subsequent to August 15, 1991 at Seller's request, with the
net amount (the "Net Adjustment Amount") shown to be
payable to Seller or Purchaser, as the case may be, to be
paid at the Closing, (i) if to Purchaser, by deducting the
Net Adjustment Amount from the amount otherwise payable by
Purchaser or Seller pursuant to Paragraph 3.B.(ii) hereof,
or (ii) if to Seller, by the payment thereof by unendorsed
teller's check, payable in federal funds, drawn on a bank
or trust company which is a member of the Clearing House to
the direct order of Seller:
Real property taxes (including all prepaid real estate
taxes) and assessments, if any, on the basis of the fiscal
or calendar year for which assessed, including water
charges and sewer rents (if separately assessed);
(i)Common Charges for the month in which title closes.
Seller hereby represents and warrants (a) that the Common
Charges (excluding separately billed utility charges) for
the Unit on the date of this Agreement are $4,062.00 per
month, and (b) that Seller has not received any written
notice of any intended assessment or increase in Common
Charges. Purchaser acknowledges that he will not have the
right to elect to terminate this Agreement in the event of
the imposition of an assessment or increase in Common
Charges after the date hereof of which Seller has not
heretofore received written notice;
(ii) rent and other charges, if any, pursuant to a lease
for, or tenancy of, the Unit. All rents and charges
collected from a tenant after the Closing shall be received
and held by Purchaser as a trust fund and applied first
against then unpaid rents and charges which became due and
payable on and after the Adjustment Date and any excess
shall be applied against such sums payable for periods
prior to the Adjustment Date and shall be paid over to
Seller upon receipt.
Seller shall at all times both before and after the Closing
have the right to enforce collection of such sums payable


                             8
for periods prior to the Adjustment Date, either in
Seller's name or in Purchaser's name.
The "Customs In Respect Of Title Closing" recommended by
The Real Estate Board of New York, Inc., as amended to
date, shall apply to the adjustments and other matters
therein mentioned, except as may be otherwise expressly
provided herein.
A.In the event that the Unit has not been separately
assessed for the then current fiscal tax year at the time
of the Closing, the apportionment of real estate taxes
shall be based on the Unit's pro rata share (in proportion
to its Common Interest) of the then current real estate
taxes assessed against the Unit. If the Unit has been
separately assessed, but the Closing occurs before the tax
rate is fixed, then the apportionment of real estate taxes
shall be based upon the latest tax rate applied to the most
recent assessed valuation.
B.Any errors or omissions in computing apportionments at
the Closing shall be corrected and payment made to the
proper party promptly after discovery.
C.Installments for tax assessments and other such charges,
if any, imposed prior to, but due after, the delivery of
the deed for the Unit, shall be paid by Purchaser and shall
not be considered a defect in title.
D.At the Closing all lease security then remaining on
deposit with Seller shall be paid over by Seller to
Purchaser (together with interest, if any, earned thereon,
less administration fees permitted by law belonging to
Seller, as may have accrued and be payable on such lease
security), upon receipt of a written indemnification
therefor executed by Purchaser in favor of Seller and being
in form and content reasonably satisfactory to Seller.
12.At the Closing, Seller and Purchaser shall join in the
execution, acknowledgement and delivery to each other in
duplicate originals of an instrument of assignment,
acceptance and assumption of lease in the form and content
of Exhibit "B" attached hereto, covering the lease referred
to in Item 7 in Exhibit "A" hereto as the "Lease".
A.Seller reserves the right (but is not obligated) to
institute summary proceedings against the tenant of the
Unit prior to the Closing. Purchaser agrees that it shall
not be an objection to title that the tenant now in


                             9
possession may be a holdover tenant or in default under
such lease on the date of Closing, or may not be in
possession at the time of Closing. Purchaser further agrees
that nothing contained here shall preclude Seller from
leasing the Unit to another tenant, if the present tenant
vacates prior to the Closing, provided that Seller first
obtains Purchaser's written consent to such leasing to
another tenant, which consent Purchaser agrees not to
unreasonably withhold or delay, and that the monthly rental
set forth in the new lease be not less than the present
monthly rental reserved in the lease for the Unit vacated
by its present tenant.
13.At the Closing, the Downpayment (which as provided in
Paragraph 3.B.(i) hereof includes $18,800.00 and all
interest earned thereon) shall be paid by Escrow Agent to
Seller.
A.If for any reason the Closing does not occur and either
Seller or Purchaser makes a written demand upon Escrow
Agent for payment of the Downpayment, Escrow Agent promptly
shall give written notice to the other party of such
demand. If Escrow Agent does not receive a written
objection from such other party to the proposed payment of
the Downpayment to the other party within six business days
after the giving of such notice, Escrow Agent is hereby
authorized to make such payment. If Escrow Agent does
receive such written objection within such six business
days' period, or for any other reason Escrow Agent in good
faith shall elect not to make such payment, Escrow Agent
shall continue to hold the Downpayment until otherwise
directed by written instructions jointly issued by Seller
and Purchaser, or a final judgment of a court of competent
jurisdiction. Escrow Agent, however, shall have the right
at any time to deposit the Downpayment with the Clerk of
the Supreme Court of the State of New York, New York
County. Escrow Agent shall give written notice of such
deposit to Seller and Purchaser. Upon such deposit or other
disbursement in accordance with the provisions of this
Paragraph 13, Escrow Agent shall be relieved and discharged
of all further obligations and responsibilities hereunder.
B.Seller and Purchaser acknowledge that Escrow Agent is
acting solely as a stakeholder at their request and for
their convenience, that Escrow Agent shall not be deemed to
be the agent of either party and that Escrow Agent shall
not be liable to either party for any act or omission on
its part unless grossly negligent or taken or suffered in


                             10
bad faith or in willful disregard of this Agreement. Seller
and Purchaser hereby jointly and severally indemnify and
agree to save and hold Escrow Agent harmless from and
against all costs, claims and expenses (including
reasonable attorneys' fees) incurred in connection with the
performance of Escrow Agent's duties under this Agreement,
except with respect to gross negligence or actions or
omissions taken or suffered by Escrow Agent in bad faith or
in willful disregard of this Agreement.
C.Escrow Agent may act or refrain from action in respect of
any matter referred herein in full reliance upon and with
the advice of counsel which may be selected by it
(including any member of its own firm other than Seller)
and shall be fully protected in so acting or refraining
from action upon the advice of such counsel.
D.Escrow Agent or any member of its firm or associate shall
be permitted to act as counsel for Seller in any dispute as
to the disbursement of the Downpayment or any other dispute
between Seller and Purchaser, whether or not Escrow Agent
is in possession of the Downpayment and continues to act as
Escrow Agent under this Agreement.
14.This sale is subject to and conditioned upon the waiver
of a right of first refusal to purchase the Unit held by
the Condominium, exercisable by it the Board of Managers.
Seller agrees to give written notice promptly to the Board
of Managers of the contemplated sale of the Unit to
Purchaser, which notice shall be given in accordance with
the terms of the Declaration and By-Laws, and Purchaser
agrees to provide promptly all applications, information
and references reasonably requested by the Board of
Managers, if any are requested, and to attend interviews
with the Board of Managers if requested to do so.
A.If the Board of Managers shall exercise such right of
first refusal with respect to the Unit, the Downpayment
promptly shall be paid to Purchaser and upon the making of
such payment this Agreement shall be deemed cancelled and
of no further force or effect and neither party hereto
shall have any further rights against, or obligations or
liabilities to, the other, by reason of this Agreement.
B.If the   Board of Managers shall fail to exercise such
right of   first refusal with respect to the Unit within the
time and   in the manner provided for in the Declaration or
By-Laws,   or shall declare in writing its intention not to



                               11
exercise such right of first refusal (a copy of which
writing shall be delivered to Purchaser promptly following
receipt thereof by Seller), Seller and Purchaser shall
proceed with this sale in accordance with the provisions of
this Agreement.
15.All notices, demands, consents and other communications
(collectively, "Notices"), which may be or are required to
be served or given hereunder, either shall be in writing or
shall be delivered prior to 6 P.M. on a business day by
hand or reputable overnight courier service against
receipt, or shall be sent by telephone facsimile machine
prior to 6 P.M. on the transmission date, and if delivered
by hand or by such overnight courier service, shall be
deemed given upon delivery and receipt, and if transmitted
by telephone facsimile machine, shall be deemed given on
the transmission date or, if the transmission date is not a
business day, shall then be deemed given on the first
business day following the transmission date. Such
transmission date shall be established by a machine-
generated message confirmation slip, generated by the
telephone facsimile machine from which the Notice was sent.
All Notices served or given by hand or such overnight
courier service to Seller or Escrow Agent may be given by
either Purchaser or Purchaser's attorneys, and shall be
addressed to _________________, P.C., Attn.: __________,
Esq., __th Floor, ___ East __th Street, New York, New York
_____, or if by telephone facsimile machine, may be given
by either Purchaser or said Purchaser's attorneys, to:
____________, Esq. at (212) _______________.
All Notices served or given by hand or such overnight
courier service to Purchaser may be given by either Seller
or Seller's said attorneys and shall be addressed to
Purchaser's said attorneys at New York, New York , or if by
telephone facsimile machine, may be given by either Seller
or Seller's said attorneys to Purchaser's said attorneys,
at (212)
All notices served or given by Escrow Agent to Seller shall
be served or given to Seller by hand at ___ East __th
Street, New York, New York _____.
All notices served or given by hand or such overnight
courier service by Escrow Agent to Purchaser shall be
addressed to Purchaser's said attorneys at their said




                             12
address, or if by telephone facsimile machine, shall be
given at (212)
All Notices shall be deemed to be irrevocable. Failure or
refusal of a party's attorney (or of Seller, in the case of
a Notice given to him by Escrow Agent) to receipt for a
properly made hand or overnight courier service delivery
shall nevertheless constitute a valid delivery for the
purposes of this Agreement.
Either party (or Escrow Agent) may by Notice given as
aforesaid change such party's (or Escrow Agent's) address,
or the telephone number of the telephone facsimile machine
to which Notice shall be served or given for all subsequent
Notices.
16.All understandings and agreements heretofore had between
the parties hereto are merged in this Agreement, which
alone fully and completely expresses their agreement.
Purchaser warrants and represents that he is fully familiar
with the condition of the Property and agrees that he is
purchasing the Property "AS IS" in the condition of the
Property on the date of this Agreement and on the date of
Closing. Purchaser further warrants and represents that
notwithstanding anything to the contrary contained in this
Agreement, he has not relied upon nor been induced by any
statements or representations other than those expressly
set forth in this Agreement, of Seller or by any agent or
other person in respect of the Property, the Building, the
Lease of Condominium Unit referred to in Item 7 of Exhibit
"A" hereto, the income, expenses, profit or loss from the
operation of the Property, zoning matters, the physical
condition, layout, or any other matter affecting the
Property, or this transaction, which might be pertinent in
considering the purchase of the Property or the execution
of this Agreement.
A.Purchaser warrants and represents that he has examined
and is satisfied with the Declaration, By-Laws and rules
and regulations of the Condominium, or has waived the
examination thereof.
B.Purchaser also warrants and requests that he has examined
or waived examination of any minutes of the Board of
Managers and the last audited financial statements of the
Condominium.




                             13
17.Neither this Agreement nor any interest in it or in the
Downpayment may be assigned by Purchaser, except with the
prior written consent of Seller.
18. Each party shall execute, acknowledge and deliver to
the other party such instruments, and take such other
actions, as such other party may reasonably request in
order to comply with IRS § 6045(e), as amended, or any
successor provision or any regulations promulgated pursuant
thereto, insofar as the same require reporting of
information in respect of real estate transactions.
18.Seller shall at the Closing pay all fees and charges
payable to the Condominium (and/or its managing agent) in
connection with this sale, including, without limitation,
any processing fee, the legal fees, if any, of the
Condominium's attorneys or managing agent in connection
with this sale, and unless otherwise agreed to by Seller
and Purchaser in writing, all "flip taxes," transfer or
entrance fees or similar charges , if any, payable to or
for the Condominium or otherwise for the benefit of the
Condominium unit owners, which arise by reason of this
sale.
19.Seller and Purchaser represent and warrant to each other
that ____________ ("_____") and _______, INC. ("_____")
were the sole brokers bringing about this sale transaction.
Seller shall pay such commission as may be due them in
accordance with the terms of a separate written agreement
among Seller, ______ and _____. Seller and Purchaser hereby
indemnify and agree to defend each other against any costs,
claims or expenses (including reasonable attorneys' fees)
arising out of the breach on their respective parts of any
representation, warranty or agreement contained in this
Paragraph 20.
20.In the event of any loss or damage to the Common
Elements which materially and adversely affects access to
or use of the Unit arising after the date of this Agreement
but prior to the Closing, Seller shall notify Purchaser of
the occurrence thereof within 10 days after such occurrence
or by the date of Closing, whichever occurs first, in which
event Purchaser shall have the following options:
(i)To complete the purchase in accordance with this
Agreement without reduction in the Purchase Price; or
(ii)To adjourn the Closing until the first to occur of (1)
completion of the repair and restoration of the loss or


                             14
damage to the point that there is no longer a materially
adverse effect on the access to or use of the Unit or (2)
the 60th day after the date of the giving of Seller's
aforesaid notice. In the event Purchaser elects to adjourn
the Closing as aforesaid and such loss or damage is not so
repaired and restored within 60 days after the date of the
giving of Seller's aforesaid notice, then Purchaser shall
have the right either to (x) complete the purchase in
accordance with this Agreement without reduction in the
Purchase Price or (y) declare this Agreement cancelled and
of no further force or effect and receive a refund of the
Downpayment, in which latter event neither party shall
thereafter have any further rights against, or obligation
or liabilities to, the other by reason of this Agreement.
A.This Agreement shall be interpreted as including the
agreement that Seller and Purchaser shall have the rights
and duties provided in Section 5-1311 of the General
Obligations Law.
21.Purchase shall have the right to inspect the Unit at a
reasonable time during the 24-hour period immediately
preceding the Closing, all subject, however, to the entry
by landlord provisions of the Lease of Condominium Unit
dated January 21, 1991 (a photocopy of which is attached as
Exhibit "1" to Exhibit "A" hereto.) If, however, Purchaser
is denied entry to the Unit during such 24-hour period
immediately preceding the Closing for the purpose of
inspecting it, then notwithstanding anything to the
contrary which may be contained in Paragraphs 2 or 11
hereof, Purchaser may elect, by written notice to Seller,
to adjourn the closing of title in order to gain entry to
the Unit for such purpose, for a period not in excess of
seven days, in which event the Adjustment Date shall be as
of 11:59 p.m. of the day preceding the Closing.
22.Purchaser's obligation to purchase the Property is
subject to and contingent upon Purchaser's ability to
procure a written commitment for a purchase money
conventional first mortgage loan in the sum of
$8,000,000.00 for a term of not less than thirty years, at
such interest rate and for such points as shall not be
greater than the interest rate and points currently
chargeable by the mortgage lender to which Purchaser makes
written application for such mortgage financing, on
purchase money first mortgage loans on condominium units in
New York City similar to the Unit.



                             15
If Purchaser, after due diligence and in the exercise of
his best efforts, shall fail to obtain a written commitment
from a mortgage lender within thirty days from the date
hereof, then either Seller or Purchaser, on due written
notice given to the other not later than thirty-five days
from the date hereof, may elect to cancel this Agreement,
whereupon the Downpayment promptly shall be refunded to
Purchaser and this Agreement shall be rendered null and
void and of no further force or effect and neither party
hereto shall have any further rights against, or
obligations or liabilities to, the other, by reason of this
Agreement. If, however, neither Seller nor Purchaser gives
to the other such written notice of election to cancel this
Agreement on or before the thirty-fifth day from the date
hereof, then such mortgage contingency shall be deemed
irrevocably waived by Purchaser and Purchaser shall be
obligated to complete the purchase of the Property without
a purchase money first mortgage loan.
A.Purchaser agrees to make immediate written application
for such mortgage financing, to diligently pursue such
application, to promptly accept in writing any mortgage
commitment issued to Purchaser which contains terms no less
favorable than those set forth in the first subparagraph of
A. of this Paragraph 23, to promptly pay all application,
appraisal, credit report and commitment fees and charges,
and to keep Seller's attorneys, Rosenberg & Estis, P.C.,
fully apprised from time to time of the status of the
application. Purchaser hereby authorizes Seller's said
attorneys to make direct inquiry from the prospective
lender from time to time as to the status of the
application. Purchaser shall promptly complete and file all
forms required by the prospective lender and use
Purchaser's best efforts to obtain such mortgage commitment
within such period of thirty days from the date hereof. A
copy of the mortgage commitment shall be forwarded to
Seller's said attorneys immediately following receipt of
same.
B.Purchaser represents and warrants to Seller that
Purchaser is financially able to obtain such a mortgage
commitment and that with the addition of the proceeds of
the purchase money first mortgage loan Purchaser is to
obtain pursuant to this Agreement, Purchaser will have
sufficient funds to complete this purchase.
23.The following provisions of this Agreement shall survive
the Closing: the last subparagraph of Paragraph 5(h),


                             16
Paragraphs 7.C., 11.A.(iii) and provisions after it in such
Subparagraph A., 11.C., 13.C., 15, 16, 18, 20, 25 and 27.
24.Neither this Agreement nor any provisions 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.
A.This Agreement shall be governed by and construed in
accordance with the laws of the State of New York.
B.This Agreement shall be binding upon and inure to the
benefit of the parties hereto and their respective heirs,
executors, administrators, personal representatives and
permitted assigns.
25.This Agreement shall not be recorded by Purchaser and
any recordation or attempted recordation by him hereof
shall be void and shall constitute a default by her
hereunder.
26.This Agreement shall be construed without regard to or
aid of any presumption, inference, rule or canon requiring
construction against Seller or Purchaser, or anyone drawing
this Agreement.
27.This Agreement shall not be binding or effective unless
and until properly executed and delivered by both Seller
and Purchaser.
IN WITNESS WHEREOF, the parties hereto have hereunto set
their respective hands as of the day and year first above
written.
______________
Seller
______________
Purchaser
__________________, P.C. AGREES TO SERVE
UNDER THIS AGREEMENT AS ESCROW AGENT AND
TO HOLD AND DISBURSE THE DOWNPAYMENT AS
PROVIDED IN THIS AGREEMENT


                             17
BY:____________________________________
, President


EXHIBIT "A"
PERMITTED EXCEPTIONS

1.Zoning laws and regulations which are not violated by the
Unit and which are not violated by the Common Elements to
the extent that access to or use of the Unit would be
materially and adversely affected.
2.    Consents for the erection of any structure or
structures on, under or above any street or streets on
which the Premises may abut.
3.    The terms, burdens, covenants, restrictions,
conditions, easements and rules and regulations set forth
in the Declaration, By-Laws and rules and regulations of
the Condominium, the Power of Attorney from Purchaser to
the Board of Managers of the Condominium and the floor
plans of the Condominium, all as may be amended from time
to time.
4.    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 and
Common Elements, provided that none of such rights imposes
any monetary obligation on the owner of the Unit or
materially interferes with the use of or access to the
Unit.
5.    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 Common
Elements.
6.    Any state of facts which an accurate survey for the
Unit or personal inspection of the Building and Property,
Common Elements or Units would disclose, provided that such
facts do not prevent the use of the Unit for dwelling
purposes. For the purpose of this Agreement, none of the


                             18
facts shown on the survey, if any, identified below, shall
be deemed to prevent the use of the Unit for dwelling
purposes, and Purchaser shall accept title subject thereto.
The survey for the Building was prepared by the Office of
Earl B. Lovell-P. Belcher, Inc. and is dated April 11,
1988.
7.    Lease of Condominium Unit dated October 10, 1988
between ______________, as Agent, Landlord, and
________________, as Tenant, covering the Unit for an
initial term commencing October 10, 1988 and expiring
October 31, 1989, as renewed by Renewal Agreement dated as
of October 2, 1989, for a period of one year commencing
November 1, 1989 and expiring October 31, 1990, and further
renewed by Renewal Agreement dated as of September 28,
1990, for a period of one year commencing November 1, 1990
and expiring October 31, 1991 (photocopies of which Lease
of Condominium Unit, Renewal Agreement dated as of October
2, 1989 and Renewal Agreement dated as of September 28,
1990 are attached hereto collectively as Exhibit "1") which
Lease of Condominium as so twice renewed is referred to in
this Agreement as the "Lease".
8.    The lien of any unpaid common charge, real estate
tax, water charge, sewer rent or vault charge, provided the
same are paid or apportioned at the Closing as herein
provided.
9.    The lien of any unpaid assessments to the extent of
installments thereof payable after the Closing.
10.    Liens, encumbrances and title conditions affecting
the Common Elements which do not materially and adversely
affect the right of the Unit owner to use and enjoy the
Common Elements.
11.    Notes or notices of violation of law or governmental
orders, ordinances or requirements (a) affecting the Unit
and noted or issued subsequent to the date of this
Agreement by any governmental department, agency or bureau
having jurisdiction, and (b) any such notices or notices
affecting only the Common Elements which do not materially
and adversely affect the right of the Unit owner to use and
enjoy the Common Elements.
12.    Exceptions 1, 2, 3, 5, 6, 7 through 10 of Schedule B
to Lawyers Title Insurance Corporation Policy of Title
Insurance No. __________________ issued to Seller on


                             19
October 7, 1988, a photocopy of which Schedule "B" is
attached hereto as Exhibit "2".
13.    Any other matters, liens or encumbrances which
Purchaser is by the express provisions of this Agreement
required to accept title to the Property subject to.


ASSIGNMENT, ACCEPTANCE AND
ASSUMPTION OF LEASE
FOR VALUE RECEIVED, __________________, residing at
___________________, New York (hereinafter referred to as
"Assignor"), hereby assigns, transfers, conveys and sets
over unto _______________, c/o ________________________.,
Suite , _______________________, New York, New York 10020
(hereinafter referred to as "Assignee"), without recourse
and without any warranties herein, express or implied, in
law or otherwise, all of the right, title and interest of
Assignor, as Landlord in, to and under that certain Lease
of Condominium Unit dated October 10, 1988 for Condominium
Unit 19-H in The _____________ Condominium, ____ East __th
Street, New York, New York, for an initial term commencing
October 10, 1988 and expiring October 31, 1989, as renewed
by Renewal Agreement dated as of October 2, 1989, for a
period of one year commencing November 1, 1989 and expiring
October 31, 1990, and further renewed by Renewal Agreement
dated as of September 28, 1990, for a period of one year
commencing November 1, 1990 and expiring October 31, 1991,
which Lease of Condominium Unit as renewed by said Renewal
Agreement dated as of October 2, 1989 and further renewed
by said Renewal Agreement dated as of September 28, 1990
hereinafter is referred to as the "Lease".
TOGETHER with the appurtenances and all the estate and
rights of Assignor, in, to and under the Lease.
TO HAVE AND TO HOLD the same unto Assignee, his heirs,
executors, administrators, personal representatives and
assigns, for the rest of the term of the Lease and subject
to the terms, covenants and conditions thereof.
Assignee hereby accepts such assignment and agrees to keep,
observe and perform all of Assignor's obligations under the
Lease first accruing on and after the date hereof.
This Agreement shall be binding upon and enure to the
benefit of the respective heirs, executors, administrators,


                             20
personal representatives and assigns of Assignor and
Assignee.
IN WITNESS WHEREOF, Assignor and Assignee have executed
this Agreement this     day of           , 1991.




_________________
Assignor


_________________
Assignee
By: _______________ as his
attorney-in-fact


ACKNOWLEDGMENT


STATE OF NEW YORK )
: ss.:
COUNTY OF NEW YORK)


On the ____ day of ______, 1991, before me personally came
_____________, to me known, and known to me to be the
individual described in and who executed the within
document and he duly acknowledged to me that he executed
the same.


______________________________
NOTARY PUBLIC
STATE OF NEW YORK )
: ss.:


                             21
COUNTY OF NEW YORK)


On the ____ day of _________, 1991, before me personally
came ____________, to me known to be the attorney-in-fact
for _____________________, the person described in and who
by his said attorney-in-fact executed the foregoing
instrument, and duly acknowledged before me that he
executed the same as the act and deed of ____________
therein described, and for the purpose therein mentioned,
by virtue of a power of attorney dated August 8, 1991.


___________________________________
NOTARY PUBLIC




                             22

				
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