Fill - Free fillable FORM NY-0l0 Residential Contract of Sale: Contract of (Federal Standard Abstract) PDF form

FORM NY-0l0 Residential Contract of Sale

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 tile 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 5-131 1 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. ID. No(s): hereinafter called “Seller” and

Address:

Social Security Number/Fed. ID. 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, bathroom and

kitchen cabinets, mantels, door mirrors, switch plates and door

hardware, venetian blinds, window treatments, shades, screens,

awnings, storm windows, storm doors, window boxes, mail box, TV

aerials, weather vane, flagpole, pumps, shrubbery, fencing, outdoor

statuary, tool shed, dishwasher, washing machine, clothes dryer,

garbage disposal unit, range, oven, refrigerator, freezer, air

conditioning equipment and installations, wall to wall carpeting and

built-ins not excluded below (strike out inapplicable items).

Excluded from this sale are furniture and household furnishings and

3. Purchase Price. The purchase price is

payable as follows:

(a) on the signing of this contract, by Purchaser’s check payable

to the Escrowee (as hereinafter defined), subject to collection, the

receipt of which is hereby acknowledged, to be held in escrow

pursuant to paragraph 6 of this contract (the “Downpayment”):

(b) by allowance for the principal amount unpaid on the existing

mortgage on the date hereof, payment of which Purchaser shall assume

by joinder in the deed: $

Seller: $

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

4. Existing Mortgage. (Delete if inapplicable) If this sale is subject

to an existing mortgage as indicated in paragraph 3(b) above:

(a) The Premises shall be conveyed subject to the continuing lien

of the existing mortgage, which is presently payable, with interest at

the rate of percent per annum, in monthly installments

of $ which include principal, interest

and escrow amounts, if any, and with any balance of principal being

due and payable on

(b) To the extent that any required payments are made on the

existing mortgage between the date hereof and Closing which reduce

the unpaid principal amount thereof below the amount shown in

paragraph 3(b), then the balance of the price payable at Closing under

paragraph 3(d) shall be increased by the amount of the payments of

principal. Seller represents and warrants that the amount shown in

paragraph 3(b) is substantially correct and agrees that only payments

required by the existing mortgage will be made between the date

hereof and Closing.

to Purchaser, if it can be assigned, and in that case Purchaser shall pay

the amount in the escrow account to Seller at Closing.

(d) Seller shall deliver to Purchaser at Closing a certificate dated

not more than 30 days before Closing signed by the holder of the

existing mortgage, in form for recording, certifying the amount of the

unpaid principal, the date to which interest has been paid and the

amounts, if any, claimed to be unpaid for principal and interest,

itemizing the same. Seller shall pay the fees for recording such

certificate. If the holder of the existing mortgage is a bank or other

institution as defined in Section 274-a of the Real Property Law

(“Institutional Lender”), it may, instead of the certificate, furnish a

letter signed by a duly authorized officer, employee or agent, dated not

more then 30 days before Closing, containing the same information.

(e) Seller represents and warrants that (i) Seller has delivered to

Purchaser true and complete copies of the existing mortgage, the note

secured thereby and any extensions and modifications thereof, (ii) the

existing mortgage is not now, and at the time of Closing will not be, in

default, and (iii) the existing mortgage does not contain any provision

that permits the holder of the mortgage to require its immediate

payment in full or to change any other term thereof by reason of the

sale or conveyance of the Premises.

5. Purchase Money Mortgage. (Delete if inapplicable) If there is to

be a purchase money mortgage as indicated in paragraph 3(c) above:

(a) The purchase money note and mortgage shall be drawn by the

attorney for Seller in the form attached or, if not, in the standard form

adopted by the New York State Land Title Association. Purchaser

shall pay at Closing the mortgage recording tax, recording fees and the

attorney’s fees in the amount of $ for its

preparation.

(b) The purchase money note and mortgage shall also provide

that it is subject and subordinate to the lien of the existing mortgage

and any extensions, modifications, replacements or consolidations of

the existing mortgage, provided that (i) the interest rate thereof shall

not be greater than percent per annum and the total

debt service thereunder shall not be greater than $

per annum, and (ii) if the principal amount thereof shall exceed the

amount of principal owing and unpaid on the existing mortgage at the

time of placing such new mortgage or consolidated mortgage, the

excess be paid to the holder of such purchase money mortgage in

reduction of the principal thereof. The purchase money mortgage shall

also provide that such payment to the holder thereof shall not alter or

affect the regular installments, if any, of principal payable thereunder

and that the holder thereof will, on demand and without charge

therefor, execute, acknowledge and deliver any agreement or

agreements further to effectuate such subordination.

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

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

segregated bank account at

until Closing or sooner termination of this contract and shall pay over

or apply the Downpayment in accordance with the terms of this

paragraph. Escrowee shall (not) (Delete if inapplicable) hold the

Downpayment in an interest-bearing account for the benefit of the parties.

If interest is held for the benefit of the parties, it shall be paid to the party

entitled to the Downpayment and the party receiving the interest shall pay

any income taxes thereon. If interest is not held for the benefit of the

parties, the Downpayment shall be placed in an lOLA 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, nonappealable judgment, order or decree of a

court. However, Escrowee shall have the right at any time to deposit the

Downpayment and the interest thereon with the clerk of a court in the

county in which the Premises are located and shall give Notice of such

deposit to Seller and Purchaser. Upon such deposit or other disbursement

in accordance with the terms of this paragraph, Escrowee shall be relieved

and discharged of all further obligations and responsibilities hereunder.

(b) 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 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.

matter referred to herein in full reliance upon and with the advice of

counsel which may be selected by it (including any member of its

firm) and shall be fully protected in so acting or refraining from action

upon the advice of such counsel.

(d) Escrowee acknowledges receipt of the Downpayment by

check subject to collection and Escrowee’s agreement to the

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.

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

otherwise specified, shall be paid by:

(a) Cash, but not over ;

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

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

association having a banking office in the State of New York,

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

otherwise direct upon not less than 3 business days notice (by

telephone or otherwise) to Purchaser;

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 Contingency. (Delete if inapplicable) The obligations

of Purchaser hereunder are conditioned upon issuance on or before

, , (the “Commit-

ment Date”) of a written commitment from any Institutional Lender

pursuant to which such Institutional Lender agrees to make a first mortgage

loan, other than a VA, FHA or other governmentally insured loan, to

Purchaser, at Purchaser’s sole cost and expense, of $

or such lesser sum as Purchaser shall be willing to accept, at the

prevailing fixed rate of interest not to exceed or initial

adjustable rate of interest not to exceed for a term of at

least years and on other customary commitment terms, whether

or not conditional upon any factors other than an appraisal satisfactory

to the Institutional Lender. Purchaser shall (a) make prompt

application to an Institutional Lender for such mortgage loan, (b)

furnish accurate and complete information regarding Purchaser and

members of Purchaser’s family, as required, (c) pay all fees, points and

charges required in connection with such application and loan, (d)

pursue such application with diligence, (e) cooperate in good faith

with such Institutional Lender to obtain such commitment and (1)

promptly give Notice to Seller of the name and address of each

Institutional Lender to which Purchaser has made such application.

Purchaser shall comply with all requirements of such commitment (or

of any other commitment accepted by Purchaser) and shall furnish

Seller with a copy thereof promptly after receipt thereof. If such

commitment is not issued on or before the Commitment Date, then,

unless Purchaser has accepted a commitment that does not comply

with the requirements set forth above, Purchaser may cancel this

contract by giving Notice to Seller within 5 business days after the

Commitment Date, in which case this contract

shall be deemed cancelled and thereafter neither party shall have any

further rights against, or obligations or liabilities to, the other by reason of

this contract, except that the Downpayment shall be promptly refunded to

Purchaser and except as set forth in paragraph 27. If Purchaser fails to

give notice of cancellation or if Purchaser shall accept a commitment that

does not comply with the terms set forth above, then Purchaser shall be

deemed to have waived Purchaser’ s right to cancel this contract and to

receive a refund of the Downpayment by reason of the contingency

contained in this paragraph.

9. 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;

cornices, if any, upon any street or highway;

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

payable; and

(e) The other matters, if any, including a survey exception, set

forth in a Rider attached.

10. Governmental Violations and Orders. (a) Seller shall comply

with all notes or notices of violations of law or municipal ordinances,

orders or requirements noted or issued as of the date hereof by any

governmental department having authority as to lands, housing,

buildings, fire, health, environmental and labor conditions affecting

the Premises. The Premises shall be conveyed free of them at Closing.

Seller shall furnish Purchaser with any authorizations necessary to

make the searches that could disclose these matters.

(b) (Delete if inapplicable) All obligations affecting the

Premises pursuant to the Administrative Code of the City of New York

incurred prior to Closing and payable in money shall be discharged by

Seller at or prior to Closing.

11. Seller’s Representations. (a) Seller represents and warrants to

Purchaser that:

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

(ii) Seller is the sole owner of the Premises and has the full right,

power and authority to sell, convey and transfer the same in

accordance with the terms of this contract;

(iii) Seller is not a “foreign person”, as that term is defined for

purposes of the Foreign Investment in Real Property Tax Act, Internal

Revenue Code (“IRC”) Section 1445, as amended, and the regulations

promulgated thereunder (collectively “FIRPTA”);

(iv) The Premises are not affected by any exemptions or

abatements of taxes; and

(v) Seller has been known by no other name for the past ten

years, except

(b) Seller covenants and warrants that all of the representations

and warranties set forth in this contract shall be true and correct at

Closing.

of Seller’s covenants, representations, warranties or other obligations

contained in this contract shall survive Closing.

12. Condition of Property. Purchaser acknowledges and represents that

Purchaser is fully aware of the physical condition and state of repair of the

Premises and of all other property included in this sale, based on

Purchaser’ s own inspection and investigation thereof, and that Purchaser

is entering into this contract based solely upon such inspection and

investigation and not upon any information, data, statements or

representations, written or oral, as to the physical condition, state of

repair, use, cost of operation or any other matter related to the Premises or

the other property included in the sale, given or made by Seller or its

representatives, and shall accept the same “as is” in 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(f)), without any reduction in the

purchase price or claim of any kind for any change in such condition by

reason thereof subsequent to the date of this contract. Purchaser and its

authorized representatives shall have the right, at reasonable times and

upon reasonable notice (by telephone or otherwise) to Seller, to inspect

the Premises before Closing.

13. 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 in 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.

sworn affidavit (in form prescribed by law) claiming exemption of the

sale contemplated hereby, if such be the case, under Article 3 1-B of

the Tax Law of the State of New York and the Regulations

promulgated thereunder, as the same may be amended from time to

time (collectively the “Gains Tax Law”); or if such sale shall not be

exempt under the Gains Tax Law, Seller and Purchaser agree to

comply in a timely manner with the requirements of the Gains Tax

Law and, at Closing, Seller shall deliver to Purchaser (i) an official

return showing no tax due, or (ii) an official return accompanied by a

certified or official bank check drawn on a New York State banking

institution payable to the order of the New York State Department of

Taxation and Finance in the amount of the tax shown to be due

thereon. Seller shall (x) pay promptly any additional tax that may

become due under the Gains Tax Law, together with interest and

penalties thereon, if any, which may be assessed or become due after

Closing, and/or execute any other documents that may be required in

respect thereof, and (y) indemnify, defend and save Purchaser

harmless from and against any of the foregoing and any damage,

liability, cost or expense (including reasonable attorneys’ fees) which

may be suffered or incurred by Purchaser by reason of the nonpayment

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

(d) The delivery by Seller to Purchaser of a certification stating

that Seller is not a foreign person, which certification shall be in the

form then required by FIRPTA. If Seller fails to deliver the aforesaid

certification or if Purchaser is not entitled under FIRPTA to rely on

such certification, Purchaser shall deduct and withhold from the

purchase price a sum equal to 10% thereof (or any lesser amount

permitted by law) and shall at Closing remit the withheld amount with

the required forms to the Internal Revenue Service.

(e) The delivery of the Premises and all building(s) and

improvements comprising a part thereof in broom clean condition, vacant

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

(f) All plumbing (including water supply and septic systems, if

any), heating and air conditioning, if any, electrical and mechanical

systems, equipment and machinery in the building(s) located on the

property and all appliances which are included in this sale being in

working order as of the date of Closing.

(g) If the Premises are a one or two family house, delivery by the

parties at Closing of affidavits in compliance with state and local law

requirements to the effect that there is installed in the Premises a

smoke detecting alarm device or devices.

(h) The delivery by the parties of any other affidavits required as

a condition of recording the deed.

17. Deed Transfer and Recording Taxes. At Closing, certified or

official bank checks payable to the order of the appropriate State, City or

County officer in the amount of any applicable transfer and/or recording

tax payable by reason of the delivery or recording of the deed or

mortgage, if any, shall be delivered by the party required by law or by this

contract to pay such transfer and/or recording tax, together with any

required tax returns duly executed and sworn to, and such party shall

cause any such checks and returns to be delivered to the appropriate

officer promptly after Closing. The obligation to pay any additional tax or

deficiency and any interest or penalties thereon shall survive Closing.

18. Apportionments and Other Adjustments; Water Meter and

Installment Assessments. (a) To the extent applicable, the following

shall be apportioned as of midnight of the day before the day of Closing:

(i) taxes, water charges and sewer rents, on the basis of the fiscal

period for which assessed; (ii) fuel; (iii) interest on the existing

mortgage; (iv) premiums on existing transferable insurance policies

and renewals of those expiring prior to Closing; (v) vault charges; (vi)

rents as and when collected.

(b) If Closing shall occur before a new tax rate is fixed, the

apportionment of taxes shall be upon the basis of the tax rate for the

immediately preceding fiscal period applied to the latest assessed

valuation.

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 than five

business days after Closing, provided that 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 notice (by telephone

or otherwise), given not less than 3 business days before Closing,

Purchaser shall provide separate certified or official bank checks as

requested to assist in clearing up these matters.

21. 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 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.

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

to 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.

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 attorneys’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 understandings, 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 contract or any

provision 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.

IN WITNESS WHEREOF, this contract has been duly executed by the parties hereto.

Seller

Attorney for Seller:

Address:

Tel.: Fax:

Purchaser

Attorney for Purchaser:

Address:

Tel.: Fax:

Receipt of the Downpayment is acknowledged and the undersigned agrees to act in accordance with the provisions of paragraph 6 above.

Escrowee

Contract of Sale

TITLE NO. PREMISES

ECTION

BLOCK

LOT

COUNTY OR TOWN

STREET NUMBER ADDRESS

FIDELITY NATIONAL TITLE INSURANCE

COMPANY OF NEW YORK

NCORPORATED

1928

Member New York State Land Title Association

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FORM NY-0l0 Residential Contract of Sale: Contract of (Federal Standard Abstract)

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