Fill - Free fillable Agreement made as of 20 between (Federal Standard Abstract) PDF form

NY-068 Distributed as a Courtesy by Fidelity National Title Insurance Company of New York – Reorder form 8080-Contract of Sale, Condominium Unit, 3-95

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

Note: This form is intended to deal with matters common to most transactions involving the sale of a condominium unit. Provisions should be added,

altered or deleted to suit the circumstances of a particular transaction. No representation is made that this form of contract complies with Section

5-702 of the General Obligations Law (“Plain Language Law”).

CONSULT YOUR LAWYER BEFORE SIGNING THIS AGREEMENT

Contract of Sale – Condominium Unit

Agreement made as of 20 between

residing at

(“Seller”)

and

residing at

(“Purchaser”)

1. Unit: Seller agrees to sell and convey, and Purchaser agrees to purchase, Unit No. (“Unit”) in the building

(“Building”) known as Condominium (“Condominium”) and located at

, New York, together with

a percent undivided interest in the Common Elements (as defined in para. 6) appurtenant thereto, all upon and subject to the terms and

conditions set forth herein. The Unit shall be as designated in the Declaration of Condominium Ownership (as the same may be amended from

time to time, the “Declaration”) of the Condominium, recorded in County,

New York or the By-Laws (as the same may be amended from time to time. the “By-Laws”) of the Condominium.

2. Personal Property: (a) The sale includes all of Seller’s right, title and

interest, if any, in and to:

(i) the refrigerators, freezers, ranges, ovens, dishwashers, washing

machines, clothes dryers, cabinets and counters, lighting and plumbing

fixtures, air conditioning equipment, venetian blinds, shades, screens,

storm windows and other window treatments, wall-to-wall carpeting,

bookshelves, switchplates, door hardware, built-ins and articles of

property and fixtures attached to or appurtenant to the Unit, except those

listed in subpara. 2(b), all of which included property and fixtures are

represented to be owned by Seller, free and clear of all liens and

encumbrances other than those encumbrances (“Permitted Exceptions”) set

forth on Schedule A annexed hereto and made a part hereof (strike out

inapplicable items); and

(ii)

(b) Excluded from this sale are:

(i) furniture and furnishings (other than as specifically provided in this

Contract); and

(ii)

purchased if title to the Unit is not conveyed hereunder.

3. Purchase Price: (a) The purchase price (“Purchase Price”) is

$ , payable as follows:

(i) $ (“Downpayment”) on the

signing of this Contract by check subject to collection, the receipt of which

is hereby acknowledged, to be held in escrow pursuant to para. 16; and

(ii) $ , constituting the balance of

the Purchase Price, by certified check of Purchaser or official bank check

(except as otherwise provided in this Contract) on the delivery of the deed as

hereinafter provided.

(b) All checks in payment of the Purchase Price shall represent United

States Currency and be drawn on or issued by a bank or trust company

authorized to accept deposits in New York State. All checks in payment

of the Downpayment shall be payable to the order of Escrowee (as

hereinafter defined). All checks in payment of the balance of the

Purchase Price shall be payable to the order of Seller (or as Seller

otherwise directs pursuant to subparas. 6(a)(ix) or 19(b)).

one-half of one percent of the Purchase Price, including payment for closing

adjustments, all checks delivered by Purchaser shall be certified or official

bank checks as hereinabove provided.

4. Closing of Title: The closing documents referred to in para. 6 shall be

delivered, and payment of the balance of the Purchase Price shall be made,

at the closing of title (“Closing”), to be held

on 20 at M., at

the offices of

or at the office of Purchaser’s lending institution or its counsel; provided,

however, that such office is located in either the City or County in which

either (a) Seller’s attorney maintains an office or (b) the Unit is located.

5. Representations, Warranties and Covenants: Seller represents,

warrants and covenants that:

(a) Seller is the sole owner of the Unit and the property referred to in

subpara. 2(a), and Seller has the full right, power and authority to sell,

convey and transfer the same;

(b) The common charges (excluding separately billed utility charges) for

the Unit on the date hereof are $ per month;

or increase in common charges not reflected in subpara. 5(b). Purchaser

acknowledges that it will not have the right to cancel this Contract in the

event of the imposition of any assessment or increase in common charges

after the date hereof of which Seller has not heretofore received written

notice;

(d) The real estate taxes for the Unit for the fiscal year of

through are $

(e) Seller is not a “sponsor” or a nominee of a”sponsor” under any plan of

condominium organization affecting the Unit;

(f) All refrigerators, freezers, ranges, dishwashers, washing machines,

clothes dryers and air conditioning equipment included in this sale will be

in working order at the time of Closing.

(g) If a copy is attached to this Contract, the copy of the Certificate of

Occupancy covering the Unit is a true and correct copy; and

(h) Seller is not a “foreign person” as defined in para.18 (If inapplicable,

delete and provide for compliance with Code Withholding Section, as

defined in para. 18.)

6. Closing Documents: (a) At the Closing, Seller shall deliver to

Purchaser the following:

(i) Bargain and sale deed with covenant against

grantor’s acts (“Deed”), complying with RPL~ 339-0 and containing the

covenant required by LL § 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) appurtenant thereto,

free and clear of all liens and encumbrances other than Permitted

Exceptions. The Deed shall be executed and acknowledged by Seller and,

if requested by the Condominium, executed and acknowledged by

Purchaser, in proper statutory form for recording;

(ii) If a corporation and if required pursuant to BCL § 909, Seller shall

deliver to Purchaser (1) a resolution of its board of directors authorizing

the delivery of the Deed and (2) a certificate executed by an officer of

such corporation certifying as to the adoption of such resolution and

setting forth facts demonstrating that the delivery of the Deed is in

conformity with the requirements of BCL § 909. The Deed shall also

contain a recital sufficient to establish compliance with such law;

(iii) A waiver of right of first refusal of the board of managers of the

Condominium (“Board”) if required in accordance with para. 8;

(iv) A statement by the Condominium or its managing agent that the

common charges and any assessments then due and payable the

Condominium have been paid to the date of the Closing;

(v) All keys to the doors of, and mailbox for, the Unit;

(vi) Such affidavits and/or other evidence as the title company (“Title

Company”) from which Purchaser has ordered a title insurance report and

which is authorized to do business in New York State shall reasonably

require in order to omit from its title insurance policy 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;

(vii) 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 (or, if applicable, a duly executed and

acknowledged affidavit of Seller in form required pursuant to the Gains

Tax Law (as hereinafter defined) claiming exception therefrom;

(viii) New York City Real Property Transfer Tax Return, if

applicable, and combined Real Property Transfer Gains Tax Affidavits,

prepared, executed and acknowledged by Seller in proper form for

submission;

(ix) Checks in payment of all applicable real property transfer taxes

except a transfer tax which by law is primarily imposed on the purchaser

(“Purchaser Transfer Tax”) and any New York State Real Property

Transfer Gains Tax (“Gains Tax”) due in connection with the sale. In lieu

of delivery of such checks, Seller shall have the right, upon not less than

3 business day notice to Purchaser, to cause Purchaser to deliver said

checks at the Closing and to credit the amount thereof against the balance

of the Purchase Price, Seller shall pay the additional transfer taxes and

Gains Taxes, if any, payable after the Closing by reason of the

conveyance of the Unit, which obligation shall survive the Closing;

(x) Certification that Seller is not a foreign person pursuant to

para. 18. (If inapplicable, delete and provide for compliance with Code

Section, as defined in para. 18.); and

(xi) Affidavit that a single station smoke detecting alarm device is

installed pursuant to New York Executive Law §378(5).

(b) At the Closing, Purchaser shall deliver to Seller the following:

(i) Checks in payment of (y) the balance of the Purchase Price in

accordance with subpara. 3(b) and(z) any Purchaser Transfer Tax;

(ii) If required by the Declaration or By-Laws, power of attorney to

the Board, 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 to the Condominium;

(iii) New York City Real Property Transfer Tax Return executed and

acknowledged by Purchaser and an Affidavit in Lieu of Registration

pursuant to New York Multiple Dwelling Law, each in proper form for

submission, if applicable, and combined Real Property Transfer Gains

Tax Affidavits; and

(iv) If required, New York State Equalization Return executed and

acknowledged by Purchaser in proper form for submission.

(i) All notes or notices of violations of law or governmental orders,

ordinances or requirements affecting the Unit and noted or issued by any

governmental department, agency or bureau having jurisdiction which

were noted or issued on or prior to the date hereof shall have been cured

by Seller;

(ii) Any written notice to Seller from the Condominium (or its duly

authorized representative) that the Unit is in violation of the Declaration,

By-Laws or rules and regulations of the Condominium shall have been

cured; and

(iii) The Condominium is a valid condominium created pursuant to

RPL Art. 9-B and the Title Company will so insure.

7. Closing Adjustments: (a) The following adjustments shall be made

as of 11:59 P.M. of the day before the Closing:

(i) Real estate taxes and water charges and sewer rents, if separately

assessed, on the basis of the fiscal period for which assessed, except that

if there is a water meter with respect to the Unit, apportionment shall be

based on the last available reading, subject to adjustment after the

Closing, promptly after the next reading is available; provided, however,

that in the event real estate taxes have not, as of the date of Closing, been

separately assessed to the Unit, real estate taxes shall be apportioned on

the same basis as provided in the Declaration or By-Laws or, in the

absence of such provision, based upon the Unit’s percentage interest in

the Common Elements;

(ii) Common charges of the Condominium; and

(iii) If fuel is separately stored with respect to the Unit only, the value

of fuel stored with respect to the Unit at the price then charged by

Seller’s supplier (as determined by a letter or certificate to be obtained

by Seller from such supplier), including any sales taxes.

(b) If at the time of Closing the Unit is affected by an assessment which

is or may become payable in installments, then, for the purposes of this

contract, only the unpaid installments which are then due shall be

considered due and are to be paid by Seller at the Closing. All subsequent

installments at the time of Closing shall be the obligation of Purchaser.

corrected. This subpara. 7(c) shall survive the Closing.

(d) If the Unit is located in the City of New York, the “customs in respect

to title closings” recommended by The Real Estate Board of New York,

Inc., as amended and if effect on the date of Closing, shall apply to the

adjustments and other matters therein mentioned, except as otherwise

provided herein.

8. Right of First Refusal: if so provided in the Declaration or By-

Laws, this sale is subject to and conditioned upon the waiver of a right of

first refusal to purchase the Unit held by the Condominium and exercisable

by the Board. Seller agrees to give notice promptly to the Board 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. If the Board shall exercise such right

of first refusal, Seller shall promptly refund to Purchaser the

Downpayment (which term, for all purposes of this Contract, shall be

deemed to include interest, if any, earned thereon) and upon the making of

such refund this Contract 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 Contract. If the

Board shall fail to exercise such right of first refusal within the time and in

the manner provided for in the Declaration or By-Laws or shall declare

in writing its intention not to exercise such right of first refusal (a copy

of which writing shall be delivered to Purchaser promptly following

receipt thereof), the parties hereto shall proceed with this sale in

accordance with the provisions of this Contract.

9. Processing Fee: 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 attorney 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.

10. No Other Representations: Purchaser has examined and is

satisfied with the Declaration, By-Laws and rules and regulations of the

Condominium, or has waived the examination thereof. Purchaser has

inspected the Unit, its fixtures, appliances and equipment and the

personal property, if any, included in this sale, as well as the Common

Elements of the Condominium, and knows the condition thereof and,

subject to subpara. 5(f), agrees to accept the same “as is,” i.e., in the

condition they are in on the date hereof, subject to normal use, wear and

tear between the date hereof and the Closing. Purchaser has examined or

waived examination of the last audited financial statements of the

Condominium, and has considered or waived consideration of all other

matters pertaining to this Contract and to the purchase to be made

hereunder, and does not rely on any representations made by any broker

or by Seller or anyone acting or purporting to act on behalf of Seller as

to any matters which might influence or affect the decision to execute

this Contract or to buy the Unit, or said personal property, except those

representations and warranties which are specifically set forth in this

Contract.

11. Possession: Seller shall, prior to the Closing, remove from the

Unit all furniture, furnishings and other personal property not included in

this sale, shall repair any damage caused by such removal, and shall

deliver exclusive possession of the Unit at the Closing, vacant, broom-

clean and free of tenancies or other rights of use or possession.

12. Access: Seller shall permit Purchaser and its architect, decorator

or other authorized persons to have the right of access to the Unit

between the date hereof and the Closing for the purpose of inspecting the

same and taking measurements, at reasonable times and upon reasonable

prior notice to Seller (by telephone or otherwise). Further, Purchaser

shall have the right to inspect the Unit at a reasonable time during the 24-

hour period immediately preceding the Closing.

13. Defaults and Remedies: (a) If Purchaser defaults hereunder,

Seller’s sole remedy shall be to retain the Downpayment as liquidated

damages, !t 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.

14. Notices: Any notice, request or other communication (“Notice”)

given or made hereunder (except for the notice required by para. 12),

shall be in writing and either (a) sent by any of the parties hereto or their

respective attorneys, by registered or certified mail, return receipt

requested, postage prepaid, or (b) delivered in person or by overnight

courier, with receipt acknowledged, to the address given at the beginning

of this Contract for the party to whom the Notice is to be given, or to

such other address for such party as said party shall hereafter designate

by Notice given to the other party pursuant to this para. 14. Each Notice

mailed shall be deemed given on the third business day following the

date of mailing the same and each Notice delivered in person or by

overnight courier shall be deemed given when delivered.

15. Purchaser’s Lien: The Downpayment and all other sums paid on

account of this Contract and the reasonable expenses of the examination

of title to, and departmental violation searches in respect of, the Unit are

hereby made a lien upon the Unit, but such lien shall not continue after

default by Purchaser hereunder.

16. Downpayment in Escrow: (a) Seller’s attorney (“Escrowee”)

shall hold the Downpayment for Seller’s account in escrow in a

segregated bank account at the depository identified at the end of this

Contract until Closing or sooner termination of this Contract and shall

pay over or apply the Downpayment in accordance with the terms of this

para. 16. 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 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 14) 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 with the clerk of a

court in the county in which the Unit is 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 para. 16, Escrowee shall be relieved and

discharged of all further obligations and responsibilities hereunder.

(b) The 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 harniless 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.

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 provisions of this para. 16 by

signing in the place indicated in 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.

17. New York State Gains Tax: (a) Seller and Purchaser agree to

comply in a timely manner with the requirements of article 3 1-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”). Purchaser agrees to

deliver to Seller a duly executed and acknowledged Transferee

Questionnaire simultaneously with the execution of this Contract or within

5 business days after subsequent written request from Seller or Seller’s

attorney. At the Closing, Seller shall deliver (1) an Official Statement of No

Tax Due or (ii) an Official Tentative Assessment and Return accompanied

by a certified or official bank check drawn on any banking institution

described in subpara. 3(b), payable to the order of the State Tax

Commission, in the amount of the tax shown to be due thereon, or (iii) if

applicable, a duly executed and acknowledged affidavit in form permitted

under the Gains Tax Law claiming exemption therefrom.

(b) Seller agrees (1) to pay promptly any tax due under the Gains Tax

Law and any interest and penalties thereon 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.

18. FIRPTA: Seller represents and warrants to Purchaser that Seller is

not a “foreign person” as defined in IRC§1445, as amended, and the

regulations issued thereunder (“Code Withholding Section”). At the Closing

Seller shall deliver to Purchaser a certification stating that Seller is not a

foreign person in the form then required by the Code Withholding Section.

In the event Seller fails to deliver the aforesaid certification or in the event

that Purchaser is not entitled under the Code Withholding Section to rely on

such certification, Purchaser shall deduct and withhold from the Purchase

Price a sum equal to 10% thereof and shall at Closing remit the withheld

amount with the required forms to the Internal Revenue Service.

19. Title Report; Acceptable Title: (a) Purchaser shall, promptly after

the date hereof, or after receipt of the mortgage commitment letter, if

applicable, order a title insurance report from the Title company. Promptly

after receipt of the title report and thereafter of any continuations thereof

and supplements thereto, Purchaser shall forward a copy of each such

report, continuation or supplement to the attorney for Seller. Purchaser shall

farther notify Seller’s attorney of any other objections to title not reflected

In such title report of which Purchaser becomes aware following the

delivery of such report, reasonably promptly after becoming aware of such

objections.

(b) Any unpaid taxes, assessments, water charges and sewer rents, together

with the interest and penalties thereon to a date not less than two days

following the date of Closing, and any other liens and encumbrances with

Seller is obligated to pay and discharge or which are against corporations,

estates or other persons in the chain of title, together with the cost of

recording or filing any instruments necessary to discharge such liens and

encumbrances of record, may be paid out of the proceeds of the monies

payable at the Closing if Seller delivers to Purchaser at the Closing official

bilLs for such taxes, assessments, water charges, sewer rents, interest ad

penalties and instruments in recordable form sufficient to discharge any

other liens and encumbrances of record. Upon request made not less than 3

business days before the Closing, Purchaser shall provide at the Closing

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

such lien, charge or encumbrance and otherwise complying with subpara.

3(b). If the Title Company is willing to insure Purchaser that such charges,

liens and encumbrances will not be collected out of or enforced against the

Unit and is willing to insure the lien of Purchaser’s Institutional Lender (as

hereinafter defined) free and clear of any such charges, liens and

encumbrances, then Seller shall have the right in lieu of payment and

discharge to deposit with the Title Company such funds or to give such

assurances or to pay such special or additional premiums as the Title

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

and encumbrances with respect to which the Title Company has agreed so

to insure shall not be considered objections to title.

Unit in accordance with the terms of this Contract, subject only to: (a) the

Permitted Exceptions and (b) such other matters as (1) the Title Company or

any other title insurer licensed to do business by the State of New York shall

be willing without special or additional premium, to omit as exceptions to

coverage or to except with insurance against collection out of or

enforcement against the Unit and (ii) shall be accepted by any lender

described in RPL § 274-a (“Institutional Lender”) which has committed in

writing to provide mortgage financing to Purchaser for the purchase of the

Unit (“Purchaser’s Institutional Lender”), except that if such acceptance by

Purchaser’s Institutional Lender is unreasonably withheld or delayed, such

acceptance shall be deemed to have been given.

(d) Notwithstanding any contrary provisions in this Contract, express or

implied, or any contrary rule of law or custom, if Seller shall be unable to

convey the Unit in accordance with this Contract (provided that Seller shall

release, discharge or otherwise cure at or prior to Closing any matter created

by Seller after the date hereof and any existing mortgage, unless this sale is

subject to it) and if Purchaser elects not to compete this transaction without

abatement of the Purchase Price, the sole obligation and liability of Seller

shall be to refund the Downpayment to Purchaser, together with the

reasonable cost of the examination of title to, and depanmental violation

searches in respect of, the Unit, and upon the making of such refund and

payment, this Contract 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 Contract. However, nothing

contained in this subpara. 19(d) shall be construed to relieve Seller from

liability due to a willful default.

20. Risk of Loss; Casualty: (a) The risk of loss or damage to the Unit

or the personal property included in this sale, by fire or other casualty, until

the earlier of the Closing or possession of the Unit by Purchaser, is assumed

by Seller, but without any obligation of Seller to repair or replace any such

loss or damage unless Seller elects to do so as hereinafter provided. Seller

shall notify Purchaser of the occurrence of any such loss or damage to the

Unit or the personal property included in this sale within 10 days after such

occurrence or by the date of Closing, whichever first occurs, and by such

notice shall state whether or not Seller elects to repair or restore the Unit

and/or the personal property, as the case may be. If Seller elects to make

such repairs and restorations, Seller’s notice shall set forth an adjourned date

for the Closing which shall be not more than 60 days after the date of the

giving of Seller’s notice. If Seller eitherdoes not elect to do so or, having

elected to make such repairs and restorations, fails to complete the same on

or before said adjourned date for the Closing, Purchaser shall have the

following options:

(i) To declare this Contract cancelled and of o further force or effect and

receive a refund of the Downpayment in which event neither party shall

thereafter have any further rights against, or obligations or liabilities to, the

other by reason of this Contract; or

(ii) To complete the purchase in accordance with this Contract without

reduction in the Purchase Price, except as provided in the next sentence. If

Seller carries hazard insurance covering such loss or damage, Seller shall

turn over to Purchaser at the Closing the net proceeds actually collected by

Seller under the provisions of such hazard insurance policies to the extent

that they are attributable to loss of or damage to any property included in

this sale, less any sums theretofore expended by Seller in repairing or

replacing such loss or damage or in collecting such proceeds& and Seller

shall assign (without recourse to Seller) Seller’s right to receive any

additional insurance proceeds which are attributable to the loss of or

damage to any property included in this sale.

(b) If Seller does not elect to make such repairs and restorations, Purchaser

may exercise the resulting option under (1) or (ii) of (a) above only by notice

given to Seller within 10 days after receipt of Seller’s notice. If Seller elects

to make such repairs and restorations and fails to complete the same on or

before the adjourned closing date, Purchaser may exercise either of the

resulting options within 10 days after the adjourned closing date.

materially and adversely affects access to or use of the Unit, arising after the

date of this Contract 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 Contract 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 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 Contract without

reduction in the Purchase Price or (y) declare this Contract 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 obligations or liabilities to, the other by reason of this Contract.

(d) In the event of any loss of or damage to the Common Elements which

does not materially and adversely affect access to or use of the Unit,

Purchaser shall accept title to the Unit in accordance with this Contract

without abatement of the Purchase Price.

21. Internal Revenue Service Reporting Requirement: 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 IRC§6O45(e), as amended, or any successor provision

or any regulations promulgated pursuant thereto, insofar as the same

requires reporting of information in respect of real estate transactions. The

provisions of this para. 21 shall survive the Closing. The parties designate

as the attorney responsible for reporting this information as required by law.

22. Broker: Seller and Purchaser represent and warrant to each other

that the only broker with whom they have dealt in connection with this

Contract and the transaction set forth herein is

and that they know of no other broker who has claimed or may have the

right to claim a commission in connection with this transaction. The

commission of such broker shall be paid by Seller pursuant to separate

agreement. If no broker is specified above, the parties acknowledge that this

Contract was brought about by direct negotiation between Seller and

Purchaser and each represents to the other that it knows of no broker

entitled to a commission in connection with this transaction. Seller and

Purchaser shall indemnify and 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 para. 22. The provisions of this para. 22 shall survive the

Closing or, if the Closing does not occur, the termination of this Contract.

23. Mortgage Contingency: (Delete if inapplicable) The obligations of

Purchaser hereunder are conditioned upon issuance on or before

(the “Commitment Date”) of a written

commitment from any Institutional Lender pursuant to which such

Institutional Lender agrees to make a 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 adjustment rate of interest not to exceed

for a term of at least years and on other

customary commitment terms, whether or not conditioned upon any factors

other than an appraisal satisfactory to the Institutional Lender, secured by

a first mortgage on the Unit together with its undivided interest in the

Common Elements. Purchaser shall (a) make prompt application to an

Institutional Lender for such mortgage loan, (b) furnish accurate and

complete information on 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 the end of securing

such first mortgage loan 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 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

requirement 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 para. 22. 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 para. 23.

24. Gender, Etc.: As used in this Contract, the neuter includes the

masculine and feminine, the singular includes the plural and the plural

includes the singular, as the context may require.

25. Entire Contract: All prior understandings and agreements between

Seller and Purchaser are merged in this Contract and this Contract

supersedes any and all understandings and agreements between the parties

and constitutes the entire agreement between them with respect to the

subject matter hereof.

26. Captions: The captions in this Contract are for convenience and

reference only and in no way define, limit or describe the scope of this

Contract and shall not be considered in the interpretation of this Contract or

any provision hereof.

27. No Assignment by Purchaser: Purchaser may not assign this

Contract or any of Purchaser’s rights hereunder.

28. Successor and Assigns: Subject to the provisions of para. 27, the

provisions of this Contract shall bind and inure to the benefit of both

Purchaser and Seller and their respective distributees, executors,

administrators, heirs, legal representatives, successors and permitted

assigns.

29. No Oral Changes: This Contract cannot be changed or terminated

orally. Any changes or additional provisions must be set forth in a rider

attached hereto or in a separate written agreement signed by both parties to

this Contract.

30. Contract Not Binding Until Signed: This Contract shall not be

binding or effective until properly executed and delivered by Seller and

Purchaser.

In Witness Whereof, the parties hereto have duly executed this Contract on the day and year first above written.

Seller (Soc.Sec. No. )

Agreed to as part to para. 16:

Escrowee

Purchaser (Soc.Sec. No. )

Escrow Depository:

Schedule A – Permitted Exceptions

1. Zoning laws and regulations and landmark, historic or wetlands

designation 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 Building 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 Building 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 Building 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 or personal inspection of

the Building, Common Elements or Unit would disclose, provided that such

facts do not prevent the use of the Unit for dwelling purposes. For the

purposes of this Contract, none of the 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.

7. 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.

8. The lien of any unpaid assessments to the extent of installments

thereof payable after the Closing.

9. 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.

10. Notes or notices of violations of law or governmental orders,

ordinances or requirements (a) affecting the Unite and noted or issued

subsequent to the date of this Contract by any governmental department,

agency or bureau having jurisdiction and (b) any such notes or notices

affecting only the Common Elements which were noted or issued prior to

or on the date of this Contract or at any time hereafter.

11. Any other matters or encumbrances subject to which Purchaser is

required to accept title to the Unit pursuant to this Contract.

The survey referred to in No. 6 above was prepared by

dated 20 and last revised 20

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