Fill - Free fillable Contract of Sale Residential Contract of Sale (Federal Standard Abstract) PDF form

Residential Contract of Sale 11-2000

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

Contract of Sale

made as of BETWEEN

Address:

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

hereinafter called “Seller” and

Address:

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

hereinafter called “Purchaser”

The parties hereby agree as follows:

1. 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: $

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 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.

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.

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2001

(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.

7. Acceptable Funds. All money payable under this contract unless

otherwise specified, shall be paid by:

(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 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.

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.

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

(b) Good certified check of Purchaser drawn on or official check

issued by any bank, savings bank, trust company or savings and

loan association having a banking office in the State of New

York unendorsed and payable to the order of Seller, or as Seller

may otherwise direct upon reasonable prior notice (by telephone

or otherwise) to Purchaser;

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.

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

(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

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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.

(h) 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.

(i) 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.

(j) 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;

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.

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.

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

Bargain & Sale with Covenant

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of the Purchasers Lender's Attorneys

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 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.

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.

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.

23. Defaults and Remedies.

(a) If Purchaser defaults hereunder, Seller’s sole remedy shall be to

receive and retain the Downpayment as liquidated damages, it

being agreed that Seller’s damages in case of Purchaser’s default

might be impossible to ascertain and 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.

24. Purchaser’s Lien. All money paid on account of this contract,

and the reasonable expenses of examination of title to the Premises and

of any survey and survey inspection charges are hereby made liens on

the Premises, but such liens shall not continue after default by

Purchaser under this contract.

25. Notices. Any notice or other communication (“Notice”) shall be

in writing and either:

(a) sent by either of the parties hereto or by their respective attorneys

who are hereby authorized to do so on their behalf or by the

Escrowee, by registered or certified mail, postage prepaid, or

(b) delivered in person or by overnight courier, with receipt

acknowledged, to the respective addresses given in this contract

for the party and the Escrowee, to whom the Notice is to be

given, or to such other address as such party or Escrowee shall

hereafter designate by Notice given to the other party or parties

and the Escrowee pursuant in this paragraph. Each Notice

mailed shall be deemed given on the third business day

following the date of mailing the same, except that any Notice to

Escrowee shall be deemed given only upon receipt by Escrowee

and each Notice delivered in person or by overnight courier shall

be deemed given when delivered, or

party’s attorney. Each Notice by fax shall be deemed given

when transmission is confirmed by the sender’s fax machine. A

copy of each Notice sent to a party shall also be sent to the

party’s attorney. The attorneys for the parties are hereby

authorized to give and receive on behalf of their clients all

Notices and deliveries. This contract may be delivered as

provided above or by ordinary mail.

26. No Assignment. This contract may not be assigned by Purchaser

without the prior written consent of Seller in each instance and any

purported assignment(s) made without such consent shall be void.

27. Broker. Seller and Purchaser each represents and warrants to the

other that it has not dealt with any broker in connection with this sale

other than

(“Broker”) and

Seller shall pay Broker any commission earned pursuant to a separate

agreement between Seller and Broker. Seller and Purchaser shall

indemnify and defend each other against any costs, claims and

expenses, including reasonable attorney’s fees arising out of the breach

on their respective parts of any representation or agreement contained

in this paragraph. The provisions of this paragraph shall survive

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

28. Miscellaneous.

(a) All prior understanding, agreements, representations and

warranties, oral or written, between Seller and Purchaser are

merged in this contract; it completely expresses their full

agreement and has been entered into after full investigation,

neither party relying upon any statement made by anyone else

that is not set forth in this contract.

(b) Neither this contract nor any provision thereof may be waived,

changed or cancelled except in writing. This contract shall also

apply to and bind the heirs, distributees, legal representatives,

successors and permitted assigns of the respective parties. The

parties hereby authorize their respective attorneys to agree in

writing to any changes in dates and time periods provided for in

this contract.

plural and the neuter shall include the masculine and feminine

gender, whenever the sense of this contract may require it.

(d) The captions in this contract are for convenience of 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

or any provisions hereof.

(e) This contract shall not be binding or effective until duly executed

and delivered by Seller and Purchaser.

(f) Seller and Purchaser shall comply with IRC reporting

requirements, if applicable. This subparagraph shall survive

Closing.

(g) Each party shall, at any time and from time to time, execute,

acknowledge where appropriate and deliver such further

instruments and documents and take such other action as may be

reasonably requested by the other in order to carry out the intent

and purpose of this contract. This subparagraph shall survive

Closing.

(h) This contract is intended for the exclusive benefit of the parties

hereto and except as otherwise expressly provided herein, shall

not be for the benefit of, and shall not create any rights in, or be

enforceable by any other person or entity.

(i) If applicable, the complete and fully executed disclosure of

information on lead-based paint and/or lead-based paint hazards

is attached hereto and made a part hereof.

Continued on Rider attached hereto. (Delete if inapplicable)

8g. Notice

16e Roof free of leaks

Rt of Inspection prior to closing

Broom clean, vacant, free of debris

bounce check fee

out of cty fee

lead paint disclosure



In Witness Whereof,

this contract has been duly executed by the parties hereto.

Seller

Purchaser

Seller

Purchaser

Seller

Purchaser

Seller

Purchaser

Attorney for Seller:

Address:

Tel:

Fax:

e-mail:

Receipt of the Downpayment is acknowledged and the undersigned

agrees to act in accordance with the provisions of paragraph 6 above.

Escrowee

Attorney for Purchaser:

Address:

Tel:

Fax:

e-mail:

Contract of Sale

PREMISES

ITLE

Section

Block

Lot

County or Town

Street Number

NOTES ON MORTGAGE COMMITMENT CONTINGENCY CLAUSE FOR RESIDENTIAL CONTRACT OF SALE

WARNING:

The mortgage Commitment contingency clause for the Residential Contract

of Sale is a bar association form that attempts to provide a mechanism that makes the

rights and obligations of the parties clear in sale of residences in ordinary circumstances.

It should be reviewed carefully by Seller and Purchaser and their attorneys in each and

every transaction to make sure that all the provisions are appropriate for that transaction.

Negotiated modifications should be made whenever necessary.

2. Under the clause, the obligation of Purchaser to purchase under the contract of sale is

contingent on Purchaser’s obtaining a mortgage Commitment letter from an Institutional

Lender within the number of days specified for the amount specified. This refers to

calendar days. Seller’s attorney should state his/her calculation of the Commitment Date

in the letter delivering the executed contract to Purchaser’s attorney, to prevent confusion

later. Purchaser should promptly confirm or correct that date. In applying for a loan,

Purchaser should inform its lender of the scheduled date of Closing in the contract and

request that the expiration date of the Commitment occur after the scheduled dated of

Closing. Purchaser must comply with deadlines and pursue the application in good faith.

The Commitment contingency is satisfied by issuance of a Commitment in the amount

specified on or before the Commitment Date, unless the Commitment is conditioned on

approval of an appraisal. If the Commitment is conditioned on approval of an appraisal

and such approval does not occur prior to the Commitment Date, Purchaser should either

cancel the contract or obtain an extension of the Commitment Date. If the Commitment is

later withdrawn or not honored, Purchaser runs the risk of being in default under the

contract of sale with Seller.

3. If there are loan terms and conditions that are required or would not be acceptable to

Purchaser, such as the interest rate, term of the loan, points, fees or a condition requiring

sale of the current home, those terms and conditions should be specified in a rider.

4. This clause assumes that initial review and approval of Purchaser’s credit will occur before

the Commitment letter is issued. Purchaser should confirm with the lender that this is the

case before applying for the Commitment.

5. If, as has been common, the Commitment letter itself is conditioned on sale of Purchaser’s

home or payment of any outstanding debt or no material adverse change in Purchaser’s

financial condition, such a Commitment will satisfy the contract contingency nonetheless,

and Purchaser will take the risk of fulfilling those Commitment conditions, including

forfeiture of the Downpayment if Purchaser defaults on its obligation to close. Under New

York case law, a defaulting Purchaser may not recover any part of the Downpayment, and

Seller does not have to prove any damages. If Purchaser is not willing to take that risk, the

clause must be modified accordingly.

6. Purchaser may submit an application to registered Mortgage Broker instead of applying

directly to an Institutional Lender.

7. This clause allows Seller to cancel if a Commitment is not accepted by Purchaser by the

Commitment Date, unless Purchaser timely supplies a copy of the Commitment, to allow

Seller the option to avoid having to wait until the scheduled date of Closing to see if

Purchaser will be able to close. Seller may prefer to cancel rather than to wait and settle

for forfeiture of the Downpayment if Purchaser defaults. Because of Seller’s right to

cancel, Purchaser may not waive this contingency clause. This clause means that

Purchaser is subject to cancellation by Seller even if Purchaser is willing to risk that he/she

will obtain the Commitment after the Commitment Date. Some Purchasers may not want

to be subject to such cancellation by Seller.

8. Purchaser may want to add to paragraph 21(c) that Purchaser’s reimbursement should

include non-refundable financing and inspection expenses of Purchaser, which should be

refunded by Seller if Seller willfully defaults under the contract of sale (alternative: If

Seller is unable to transfer title under the contract of sale).

9-25-00 Joint Committee on the Mortgage Contingency Clause: Real Property Section of the

New York State Bar Association Real Property Law Committee of the Association of the Bar

of the City of New York Real Property Committee of the New York County Lawyers

Association.

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