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). AS IS condition, but only to the extent same presently exists at the premises.
Excluded from this sale are furniture and household furnishings, and television units.
Condominiums (condos) and cooperatives (co-ops) offer distinct ownership experiences. Condos involve direct ownership of a unit within a larger building, while co-ops involve owning shares in a corporation that owns the building, granting the right to occupy a unit.
Understanding these differences is crucial when considering which type of property is the right fit.
5 Corporate Documents
Purchaser has examined and is satisfied with, or except as to any matter represented in this Contract by Seller) accepts and assumes the risk of not having examined, the Lease, the Corporation’s Certificate of Incorporation, By-laws, House Rules, minutes of shareholders’ and directors’ meetings, most recent audited financial statement and most recent statement of tax deductions available to the Corporation’s shareholders under Internal Revenue Code (“IRC”) $216 (or any successor statute).
6 Required Approval and References
6.1 This sale is subject to the unconditional consent of the Corporation.
6.2 Purchaser shall in good faith:
6.2.1 submit to the Corporation or the Managing Agent an application with respect to this sale on the form required by the Corporation, containing such data and together with such documents as the Corporation requires, and pay the applicable fees and charges that the Corporation imposes upon Purchaser. All of the foregoing shall be submitted within 10 business days after the Delivery Date, o1, if T 1.20.1 or 1.20.2 applies and the Loan Commitment Letter is
required by the Corporation, within 5 business days after the earlier of i) the Loan Commitment Date (defined in 1 1.2 1) o1 11) the date of receipt of the Loan Commitment Letter (defined in | 18.1.2);
6.2.2 attend (and cause any Proposed Occupant to attend) one or more personal ‘interviews, as requested by the Corporation; and
6.2.3 promptly submit to the Corporation such further references, data and documents reasonably requested by the Corporation.
6.3 Either Party, after learning of the Corporation’s decision, shall promptly advise the other Party thereof. If the Corporation has not made a decision on or before the Scheduled Closing Date, the Closing shall be adjourned for 30 business days for the purpose of obtaining such consent. If such consent is not given by such adjourned date, either Party may cancel this Contract by Notice, provided that the Corporation’s consent is not issued before such Notice of cancellation is given. If such consent is refused at any time, either Party may cancel this Contract by Notice. In the event of cancellation pursuant to this I 6.3, the Escrowee shall refund the Contract Deposit to Purchaser
Condominiums (condos) and cooperatives (co-ops) offer distinct ownership experiences. Condos involve direct ownership of a unit within a larger building, while co-ops involve owning shares in a corporation that owns the building, granting the right to occupy a unit.
Understanding these differences is crucial when considering which type of property is the right fit.
5 Corporate Documents
Purchaser has examined and is satisfied with, or except as to any matter represented in this Contract by Seller) accepts and assumes the risk of not having examined, the Lease, the Corporation’s Certificate of Incorporation, By-laws, House Rules, minutes of shareholders’ and directors’ meetings, most recent audited financial statement and most recent statement of tax deductions available to the Corporation’s shareholders under Internal Revenue Code (“IRC”) $216 (or any successor statute).
6 Required Approval and References
6.1 This sale is subject to the unconditional consent of the Corporation.
6.2 Purchaser shall in good faith:
6.2.1 submit to the Corporation or the Managing Agent an application with respect to this sale on the form required by the Corporation, containing such data and together with such documents as the Corporation requires, and pay the applicable fees and charges that the Corporation imposes upon Purchaser. All of the foregoing shall be submitted within 10 business days after the Delivery Date, o1, if T 1.20.1 or 1.20.2 applies and the Loan Commitment Letter is
required by the Corporation, within 5 business days after the earlier of i) the Loan Commitment Date (defined in 1 1.2 1) o1 11) the date of receipt of the Loan Commitment Letter (defined in | 18.1.2);
6.2.2 attend (and cause any Proposed Occupant to attend) one or more personal ‘interviews, as requested by the Corporation; and
6.2.3 promptly submit to the Corporation such further references, data and documents reasonably requested by the Corporation.
6.3 Either Party, after learning of the Corporation’s decision, shall promptly advise the other Party thereof. If the Corporation has not made a decision on or before the Scheduled Closing Date, the Closing shall be adjourned for 30 business days for the purpose of obtaining such consent. If such consent is not given by such adjourned date, either Party may cancel this Contract by Notice, provided that the Corporation’s consent is not issued before such Notice of cancellation is given. If such consent is refused at any time, either Party may cancel this Contract by Notice. In the event of cancellation pursuant to this I 6.3, the Escrowee shall refund the Contract Deposit to Purchaser
3. Purchase Price. The purchase price is $
(a) On the signing of this contract, by Purchaser’s CERTIFIED check payable to the Escrowee (as hereinafter defined), subject to collection, the receipt of which is hereby acknowledged, to be held in escrow pursuant to paragraph 6 of this contract (the “Downpayment”):
$
(b) By allowance for the principal amount unpaid on the existing mortgage on the date
hereof, payment of which Purchaser shall assume by joinder in the deed:
$
(c) By a purchase money note and mortgage from Purchaser to Seller:
$
(d) Balance at Closing in accordance with paragraph 7:
3. Purchase Price. The purchase price is $
(a) On the signing of this contract, by Purchaser’s CERTIFIED check payable to the
Escrowee (as hereinafter defined), subject to collection, the receipt of which is hereby
acknowledged, to be held in escrow pursuant to paragraph 6 of this contract (the
“Downpayment”):
$
(b) By allowance for the principal amount unpaid on the existing mortgage on the date
hereof, payment of which Purchaser shall assume by joinder in the deed:
$
(c) By a purchase money note and mortgage from Purchaser to Seller:
$
(d) Balance at Closing in accordance with paragraph 7:
A mortgage contingency, also known as a financing or loan contingency, is a clause in a real estate purchase agreement that allows a buyer to withdraw from the contract without penalty if they are unable to secure a mortgage loan within a specified timeframe.
This clause protects the buyer’s earnest money deposit and allows them to avoid legal repercussions if financing falls through.
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 45 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 $555,750.00 for a term of at least 30 years (or such lesser sum or
shorter term as Purchaser shall be willing to accept) at the prevailing fixed or adjustable rate of interest and on other customary commitment terms (the “Commitment”). To the extent a Commitment is conditioned on the sale of Purchaser’s current home, payment of any outstanding debt, no material adverse change in Purchaser’s financial condition or any other customary conditions, Purchaser accepts the risk that such conditions may not be met; however, a commitment conditioned on the Institutional Lender’s approval of an appraisal shall not be deemed a “Commitment” hereunder until an appraisal is approved (and if that does not occur before the Commitment Date Purchaser may cancel under subparagraph 8(e) unless the Commitment Date is
extended). Purchaser’s obligations hereunder are conditioned only on issuance of a Commitment. Once a Commitment is issued, Purchaser is bound under this contract even if the lender fails or refuses to fund the loan for any reason.
(b) Purchaser shall (i) make prompt application to one or, at Purchaser’s election, more than one Institutional Lender for such mortgage loan, (ii) furnish accurate and complete information regarding Purchaser and members of Purchaser’s family, as required, (iii) pay all fees, points and charges required in connection with such application and loan, (iv) pursue such application with diligence, and (v)
cooperate in good faith with such Institutional Lender(s) to obtain a Commitment. Purchaser shall accept a Commitment meeting the terms set forth in
subparagraph 8(a) and shall comply with all
requirements of such Commitment (or any other commitment accepted by Purchaser). Purchaser shall furnish Seller with a copy of the Commitment promptly after receipt thereof.
(c) (Delete this subparagraph if inapplicable) Prompt submission by Purchaser of an application to a mortgage broker registered pursuant to Article 12-D
of the New York Banking Law (“Mortgage Broker”) shall constitute full compliance with the terms and conditions set forth in subparagraph 8(b)(i), provided
that such Mortgage Broker promptly submits such application to such Institutional Lender(s). Purchaser shall cooperate in good faith with such Mortgage Broker to obtain a Commitment from such Institutional Lender(s).
(d) If all Institutional Lenders to whom applications were made deny such applications in writing prior to the Commitment Date, Purchaser may cancel this contract by giving Notice thereof to Seller, with a copy of such denials, provided that Purchaser has complied with all its obligations under this paragraph 8.
(e) If no Commitment is issued by an Institutional Lender on or before the Commitment Date, then, unless Purchaser has accepted a written commitment
from an Institutional Lender that does not conform to the terms set forth in subparagraph 8(a), Purchaser may cancel this contract by giving Notice to Seller
within 5 business days after the Commitment Date, provided that such Notice includes the name and address of the Institutional Lender(s) to whom application was made and that Purchaser has
complied with all its obligations under this paragraph 8.
(f) If this contract is canceled by Purchaser pursuant to subparagraphs 8(d) or (e), neither party shall thereafter have any further rights against, or obligations or liabilities to, the other by reason of this contract, except that the Downpayment shall be promptly refunded to Purchaser and except as set forth in paragraph 27.
(g) If Purchaser fails to give timely Notice of cancellation or if Purchaser accepts a written commitment from an Institutional Lender that does not conform to the terms set forth in subparagraph 8(a), then Purchaser shall be deemed to have waived
Purchaser’s right to cancel this contract and to receive a refund of the Downpayment by reason of the contingency contained in this paragraph 8.
(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.
A mortgage contingency, also known as a financing or loan contingency, is a clause in a real estate purchase agreement that allows a buyer to withdraw from the contract without penalty if they are unable to secure a mortgage loan within a specified timeframe.
This clause protects the buyer’s earnest money deposit and allows them to avoid legal repercussions if financing falls through.
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 45 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 $555,750.00 for a term of at least 30 years (or such lesser sum or
shorter term as Purchaser shall be willing to accept) at the prevailing fixed or adjustable rate of interest and on other customary commitment terms (the “Commitment”). To the extent a Commitment is conditioned on the sale of Purchaser’s current home, payment of any outstanding debt, no material adverse change in Purchaser’s financial condition or any other customary conditions, Purchaser accepts the risk that such conditions may not be met; however, a commitment conditioned on the Institutional Lender’s approval of an appraisal shall not be deemed a “Commitment” hereunder until an appraisal is approved (and if that does not occur before the Commitment Date Purchaser may cancel under subparagraph 8(e) unless the Commitment Date is
extended). Purchaser’s obligations hereunder are conditioned only on issuance of a Commitment. Once a Commitment is issued, Purchaser is bound under this contract even if the lender fails or refuses to fund the loan for any reason.
(b) Purchaser shall (i) make prompt application to one or, at Purchaser’s election, more than one Institutional Lender for such mortgage loan, (ii) furnish accurate and complete information regarding Purchaser and members of Purchaser’s family, as required, (iii) pay all fees, points and charges required in connection with such application and loan, (iv) pursue such application with diligence, and (v)
cooperate in good faith with such Institutional Lender(s) to obtain a Commitment. Purchaser shall accept a Commitment meeting the terms set forth in
subparagraph 8(a) and shall comply with all
requirements of such Commitment (or any other commitment accepted by Purchaser). Purchaser shall furnish Seller with a copy of the Commitment promptly after receipt thereof.
(c) (Delete this subparagraph if inapplicable) Prompt submission by Purchaser of an application to a mortgage broker registered pursuant to Article 12-D
of the New York Banking Law (“Mortgage Broker”) shall constitute full compliance with the terms and conditions set forth in subparagraph 8(b)(i), provided
that such Mortgage Broker promptly submits such application to such Institutional Lender(s). Purchaser shall cooperate in good faith with such Mortgage Broker to obtain a Commitment from such Institutional Lender(s).
(d) If all Institutional Lenders to whom applications were made deny such applications in writing prior to the Commitment Date, Purchaser may cancel this contract by giving Notice thereof to Seller, with a copy of such denials, provided that Purchaser has complied with all its obligations under this paragraph 8.
(e) If no Commitment is issued by an Institutional Lender on or before the Commitment Date, then, unless Purchaser has accepted a written commitment
from an Institutional Lender that does not conform to the terms set forth in subparagraph 8(a), Purchaser may cancel this contract by giving Notice to Seller
within 5 business days after the Commitment Date, provided that such Notice includes the name and address of the Institutional Lender(s) to whom application was made and that Purchaser has
complied with all its obligations under this paragraph 8.
(f) If this contract is canceled by Purchaser pursuant to subparagraphs 8(d) or (e), neither party shall thereafter have any further rights against, or obligations or liabilities to, the other by reason of this contract, except that the Downpayment shall be promptly refunded to Purchaser and except as set forth in paragraph 27.
(g) If Purchaser fails to give timely Notice of cancellation or if Purchaser accepts a written commitment from an Institutional Lender that does not conform to the terms set forth in subparagraph 8(a), then Purchaser shall be deemed to have waived
Purchaser’s right to cancel this contract and to receive a refund of the Downpayment by reason of the contingency contained in this paragraph 8.
(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.
3. Purchase Price. The purchase price is $XXX,XXX.XX
(a) On the signing of this contract, by Purchaser’s CERTIFIED 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”): $XXX,XXX.XX
(b) Balance at Closing in accordance with paragraph 7: $XXX,XXX.XX
Ensuring clear title and meeting closing conditions are mandatory steps. The seller provides clear title, resolves any issues, and must meet standard closing conditions such as providing a valid Certificate of Occupancy.
(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.
to Closing.
21. Title Examination; Seller’s Inability to Convey; Limitations of Liability.
(b) (i) If at the date of Closing, Seller is unable to transfer title to Purchaser in accordance with this contract, or Purchaser has other valid grounds for refusing to close, whether by reason of liens, encumbrances or other objections to title or otherwise (herein collectively called “Defects”), other than those subject to which Purchaser is obligated to accept title hereunder or which Purchaser may have waived and other than those which Seller has herein expressly agreed to remove, remedy or discharge and if Purchaser shall be unwilling to waive the same and to close title without abatement of the purchase price, then, except as hereinafter set forth, Seller shall have the right, at Seller’s sole election, either to take such action as Seller may deem advisable to remove, remedy, discharge or comply with such Defects or to cancel this contract; (ii) if Seller elects to take action to remove, remedy or comply with such Defects, Seller shall be entitled from time to time, upon Notice to Purchaser, to adjourn
the date for Closing hereunder for a period or periods not exceeding 60 days in the aggregate (but not extending beyond the date upon which Purchaser’s mortgage commitment, if any, shall expire), and the date for Closing shall be adjourned to a date specified by Seller not beyond such period. If for any reason whatsoever, Seller shall not have succeeded in removing, remedying or complying with such Defects at the expiration of such adjournment(s), and if Purchaser shall still be unwilling to waive the same and to close title without abatement of the purchase price, then either party may cancel this contract by Notice to the other given within 10 days after such adjourned date; (iii) notwithstanding the foregoing, the existing mortgage (unless this sale is subject to the same) and any matter created by Seller
after the date hereof shall be released, discharged or otherwise cured by Seller at or prior to Closing.
(c) If this contract is cancelled pursuant to its terms, other than as a result of Purchaser’s default, this contract shall terminate and come to an end, and neither party shall have any further rights, obligations or liabilities against or to the other hereunder or otherwise, except that: (i) Seller shall promptly refund or cause the Escrowee to refund the Downpayment to Purchaser and, unless cancelled as a result of Purchaser’s default or pursuant to paragraph 8, to reimburse Purchaser for the net cost of examination of title, including any appropriate additional charges related thereto, and
the net cost, if actually paid or incurred by Purchaser for updating the existing survey of the Premises or of a new survey, and (ii) the obligations under paragraph 27 shall survive the termination of this contract.
(a) Seller represents and warrants toPurchaser that:
I. The Premises about 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 ofthe representations and warranties set forth in this contract shall be true and correct at Closing.
(c) Except as otherwise expressly setforth in this contract, none of Seller’s covenants, representations, warranties or other obligations contained in this contract shall survive Closing
(a) Seller represents and warrants toPurchaser that:
I. The Premises about 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 ofthe representations and warranties set forth in this contract shall be true and correct at Closing.
(c) Except as otherwise expressly setforth in this contract, none of Seller’s covenants, representations, warranties or other obligations contained in this contract shall survive Closing
12. Condition of Property. Purchaser acknowledges and represents that Purchaser is fully aware of the physical condition and state of repair of the Premises and of all other property included in this sale, based on Purchaser’s own inspection and investigation thereof, and that Purchaser is entering into this contract based solely upon such inspection and investigation and not upon any information, data, statements or representations, written or oral, as to the physical conditions, state of repair, use, cost of operation or any other matter related to the Premises or the other property included in the sale, given or made by Seller or its representatives, and shall accept the same “as is” in their present condition and state of repair, subject to reasonable use, wear, tear and natural deterioration between the date hereof and the date of Closing (except as otherwise set forth in paragraph 16(e), without any reduction in the purchase price or claim of any kind for any change in such condition by reason thereof subsequent to the date of this contract. Purchaser and its authorized representatives shall have the right, at reasonable times and upon reasonable notice (by telephone or otherwise) to Seller, to inspect the Premises before Closing.
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.
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 “Bargain and Sale Deed with Covenants” 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.
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 “Bargain and Sale Deed with Covenants” 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.
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 ONE family dwelling at the date of Closing.
(d) The delivery of the Premises and all building(s) and improvements comprising a part thereof in broom clean condition, vacant and free of leases or tenancies, together with keys to the Premises.
(e) All plumbing (including water supply and septic systems, if any), heating and air conditioning, if any, electrical and mechanical systems, equipment, and machinery in the building(s) located on the property and all appliances which are included in this sale
being in working order as of the date of Closing.
(f) If the Premises are a one or two family house, delivery by the parties at Closing of affidavits in compliance with state and local law requirements to the effect that there is installed in the Premises a smoke detecting alarm device or devices.
(g) The delivery by the parties of any other affidavits required as a condition of recording the deed.
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 ONE family dwelling at the date of Closing.
(d) The delivery of the Premises and all building(s) and improvements comprising a part thereof in broom clean condition, vacant and free of leases or tenancies, together with keys to the Premises.
(e) All plumbing (including water supply and septic systems, if any), heating and air conditioning, if any, electrical and mechanical systems, equipment, and machinery in the building(s) located on the property and all appliances which are included in this sale
being in working order as of the date of Closing.
(f) If the Premises are a one or two family house, delivery by the parties at Closing of affidavits in compliance with state and local law requirements to the effect that there is installed in the Premises a smoke detecting alarm device or devices.
(g) The delivery by the parties of any other affidavits required as a condition of recording the deed.
The parties confirm within the contract that title insurance bill be provided as a condition to closing and the details of such closing date, method, location and time.
18. Apportionments and Other Adjustments; Water Meter and Installment Assessments. 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.
(a) 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
(b) If there is a water meter on the Premises, Seller shall furnish a reading to a date not more than 30 days before Closing and the unfixed meter charge and sewer rent, if any, shall be apportioned on the basis of such last reading.
(c) 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.
(d) 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.
The parties confirm within the contract that title insurance bill be provided as a condition to closing and the details of such closing date, method, location and time.
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.
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.
(a) 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
(b) If there is a water meter on the Premises, Seller shall furnish a reading to a date not more than 30 days before Closing and the unfixed meter charge and sewer rent, if any, shall be apportioned on the basis of such last reading.
(c) 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.
(d) 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.
If Purchaser defaults, sellers may retain downpayment as liquidated damages, and buyers may seek legal remedies via specific performance and otherwise.
(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
This section confirms brokers involved, outlining commission responsibilities and indemnification against claims from undisclosed brokers
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 Jorge Barrios of Douglas Elliman, and Raymnd Mo of Keller Williams Realty Golf Coast (“Broker’s) 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.
Common rider provisions include inspection contingencies, mortgage specifics, seller credits towards buyer closing costs, buyers qualifications as purchaser and terms addressing repairs.
Common rider provisions include inspection contingencies, mortgage specifics, seller credits towards buyer closing costs, buyers qualifications as purchaser and terms addressing repairs.
Should the lender, who has given the Loan Commitment Letter, fail to fund the loan at the closing in accordance with the terms of the Commitment Letter (through no fault of the Purchaser), the Purchaser shall have the option to terminate the contract and receive the return of the down payment.
R-9— Seller has not made and does not make any representation verbal and/or in writing as to the physical condition, income, expenses, operation, real estate taxes, utilities or any other matter or thing affecting the premises and the Purchaser hereby expressly acknowledges that no representations have been made. Purchaser agrees to take the premises “AS IS” as of the date of this contract, reasonable wear and tear excepted. The Seller is not bound in any manner by any verbal or written statements by any real estate broker, agent, employee, servant or any other person unless same are specifically set forth herein.
Furthermore, Seller is not obligated to install any equipment or appliances in the property or otherwise make any repairs, improvements and/or decorations to the property or its equipment, appliances and/or fixtures. Purchaser takes the premises and all appliances, equipment and fixtures “AS IS.”
R-20— If a Property Condition Disclosure Statement is required for this sale, Purchaser(s) and Seller(s) acknowledge that Seller has delivered the Property Condition Disclosure Statement (“PCDS”) required under the Property Condi- tion Disclosure Act (“PCDA”) set forth in Article 14 of the Real Property Law of the State of New York. Seller agrees to deliver to Purchaser $500.00 at clos- ing as a credit against the purchase price. Purchaser agrees to accept same in lieu of all remedies afforded under the PCDA and in lieu of any other remedy in law or equity. No representations made in the PCDS shall survive the closing.
Should the lender, who has given the Loan Commitment Letter, fail to fund the loan at the closing in accordance with the terms of the Commitment Letter (through no fault of the Purchaser), the Purchaser shall have the option to terminate the contract and receive the return of the down payment.
R-9— Seller has not made and does not make any representation verbal and/or in writing as to the physical condition, income, expenses, operation, real estate taxes, utilities or any other matter or thing affecting the premises and the Purchaser hereby expressly acknowledges that no representations have been made. Purchaser agrees to take the premises “AS IS” as of the date of this contract, reasonable wear and tear excepted. The Seller is not bound in any manner by any verbal or written statements by any real estate broker, agent, employee, servant or any other person unless same are specifically set forth herein.
Furthermore, Seller is not obligated to install any equipment or appliances in the property or otherwise make any repairs, improvements and/or decorations to the property or its equipment, appliances and/or fixtures. Purchaser takes the premises and all appliances, equipment and fixtures “AS IS.”
Understanding the NYC Residential Real Estate Contract – FAQs
Basic Contract Understanding
A NYC residential real estate contract includes the sales price, closing date, deposit terms, contingencies (such as mortgage and inspection), seller and buyer representations, conditions to closing, and other specific legal provisions and disclosures required by New York law.
Yes. The Real Estate Board of New York (REBNY) and New York State Bar Association (NYSBA) provide standard form contracts widely used by real estate attorneys. The aforementioned contract clauses are actual terms from a residential contract of sale.
A mortgage contingency allows buyers to back out of the purchase without penalty if they cannot secure a mortgage commitment within a specified timeframe, protecting their deposit from forfeiture.
An inspection contingency allows the buyer to inspect the property and either request repairs or cancel the contract based on the inspection results. While common elsewhere, NYC residential contracts typically do not include an explicit inspection contingency, except occasionally in single-family home transactions. In NYC, the inspection is typically conducted prior to entering into a contract of sale giving the parties the opportunity to evaluate the inspection results before entering into contract.
These are statements each party makes asserting facts about the property or their personal circumstances—such as property condition, existing violations, financing, and the authority to sell or buy—on which the other party relies.
Typical NYC closing costs include transfer taxes (city/state), attorney fees, title insurance, recording fees, co-op/condo application fees, mortgage-related costs, and building fees. Costs vary significantly depending on property type and purchase price. To estimate your closing costs in NYC as a seller, please navigate to https://mosheslaw.com/seller-closing-cost-calculator-for-nyc/. Alternatively, to estimate your closing costs as a purchaser in New York, please navigate to https://mosheslaw.com/buyer-closing-cost-calculator-for-nyc/.
The buyer’s initial deposit (usually 10% of the purchase price) is held in escrow by the seller’s attorney. If the buyer defaults without cause, the seller may retain this deposit. Conversely, if the seller defaults, the deposit is returned to the buyer.
Typically, the seller pays NYC and New York State transfer taxes, though buyers purchasing new construction directly from developers usually cover these costs.
Required disclosures typically include lead paint disclosures, property condition disclosures, and bedbug infestation history for certain buildings. Failure to properly disclose can lead to legal consequences.
If a party breaches the contract, the other party may pursue remedies including suing for specific performance (forcing the sale), monetary damages, or retaining the deposit as liquidated damages.
Practical Steps and Procedures
After signing, buyers typically submit their mortgage application, complete due diligence (inspection, building financials review), secure a mortgage commitment, obtain title insurance, and schedule a closing date.
Typically, 60-90 days from contract signing to closing, depending on financing, building approval, property type, and other transaction-specific factors.
Quickly verify who is on the deed, whether there is a mortgage or any violations: https://mosheslaw.com/nyc-property-search/
Verify property tax status via NYC Finance Property Tax Bills & Payments: https://www.nyc.gov/site/finance/property/property-tax-bills.page NYC.gov
Confirm water bills via NYC Water Board’s online portal: https://a826-umax.dep.nyc.gov/balance
Check DOB violations, open permits, CO status via NYC DOB Portal: https://www.nyc.gov/site/buildings/dob/find-building-data.page NYC.gov+15NYC.gov+15NYC Access+15
Retrieve current Certificate of Occupancy via NYC site: https://www.nyc.gov/site/buildings/property-or-business-owner/certificate-of-occupancy.page NYC.gov+3NYC.gov+3Reddit+3
Review deed via ACRIS: https://www.nyc.gov/site/finance/property/acris.page
Yes. You can read more information on https://mosheslaw.com/ny-real-estate-law/.
Once fully executed, contracts are legally binding. A buyer typically can only back out without penalty under specified contingencies (e.g., mortgage denial or unmet conditions). Otherwise, backing out may result in loss of deposit or legal action.
Common pitfalls include missing contingency deadlines, inadequate review of property disclosures, insufficient due diligence, misunderstanding the timing of deposits, and lack of clarity in contract language.
Yes. Hiring an attorney is customary and strongly recommended in NYC to ensure your interests are protected, contingencies clearly drafted, and the closing smoothly completed.
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