EFTA01078478.pdf

COHEN & FRANKEL, LLP ATTORNEYS AT LAW 11 EAST 44Th STREET - SUITE 1800 NEW YORK, NEW YORK 10017 BRUCE M. COHEN ROBERT S. FRANKEL June 17, 2014 VIA EMAIL Barry Langman, Esq. Paul Weiss Rifkind Wharton & Garrison LLP 1 Re: CANDY to BLACK Premises: 19 East 70th Street Unit New York, NY Enclosed please find a Contract of Sale executed by my client with reference to the above captioned transaction. This letter shall also confirm that my firm has deposited the down payment wire in the amount of $5,025,000.00 in our interest bearing attorney trust account at Signature Bank, If you have any questions, please feel free to contact me. RSF/ml Enclosure EFTA01078478  RESIDENTIAL CONTRACT OF SALE Jointly Prepared by de Real ProperlySA.OKM ofshe New York Since Rill association. the New York Sone (and DIN ASSOCiation. McCann:Wier on PealIn°pet yr Low Wine A:mend:on ofthe Nor ofder Coynow York wid she Common on Red Moberly Low q/ the New Yeah Cowry lawyers'Aunt Won 1;06) CONSULT YOUR LAWYER BEFORE SIGNING THIS CONTRACT. NO 1E: FIN E ANO CASUALTY LOSSF-ti AND CONDEMNATION. 1In contract form does not provide foe what happens in the event of fue, a other casualty lussm edndermtal ion before the tide dosing Unless thIlbrent provision is made in this cote act Seel ion 5-1111 of the General Obligations Law well apply (Inc pail at flat law maker a rurehosef responsible fa fire and casualty loss upon lag tug posseusien of the Pi=ism before the:tile dosing. WARNING: PI AItit LANGUAGE. No representation is meek dot this form of contract for the sale end purehese of real estate ommtka with Salim S707 of the General Ohliyalions LawC.11Mo I/vaginae"). CONTRACT OF SALE made as of June I/ 2014 between AddressM 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: I. Premises. Seller shalt 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 pail hereof and also knovnt as: Street Address: 19 East 70th Street, New York, New York 10021 Tax Map Designation: Block 1385, Lot(s) 15, City of New York, New York County Together with Seller's ownership and rights, if any, to land lying in the bed ofany 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 end 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 arc not limited to, plumbing, heating, lighting and cooking fixtures, chandeliers, bathroom and kitchen cabin's 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, refrigetator, freezer, air conditioning equipment and installations, wall to wall carpeting and built-ins not excluded below. (strike out inapplicable items). Sold As-Is. Fireplace mantle In the rear parlor floor (currently In storage), and bronze gate on ground floor entry hail are Included In the Sale. Excluded from this sate arc hirniture and household furnishings except mantle and gale described 'Move, which are Included. NYSUA's Itesidentig Real Estare hums ( I I e00) 0 2014 Matthew (lender Cn a immix( or the tem:Newt Grove EFTA01078479 3. Purchase Price. The purchase price is S 50,250,000.00 payable as follows: (a) on the signing of this contract, by Purchaser's gond cheek 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"): $ 5,025,000.00 (1,) .11..otot.t...1... 1h._ .ornamt-mrperirl-orrthe-ceisting-mortgage-rarthe-rhete-h...wl yment-oFveich-Porthrrer- shell-amentelsy-jrtintler-in-theasedi— e by* pnyialtaroe-meney-nota.aod.431.3fIgtige-fkan-Pityaltatrar-te-Seito (d) balance at Closing in accordance with paragraph 7: S 45,225,000.00 • F.:04.Marino (Pia)irme .11.1,,irberphl..)11* iltiv_rale 6 ,,,kien m an n6:fins .Inv itutiptdal 1(k) ,lyric. (..) the Premien. rj,..it he erootieyect enhiret to the rentiptdog tin, of the to-ZiniawoogAilager whiel. at rrepeatypasylabar aatit____ ;monad ni filo rain rtf parent pr. nnitap\ h. pionuily hrtinlIttre it off width interro..and neranunanonot if nay AntiSlab,lny hritnoeni nfprineival Ming dime nod pnynhle not (h1 to the ino lam dint any reignited plyinenee nre ramie on the PYitiing illrltipA20 between the date hrreilentuf r lirK;nB tatirh -.phut Ilta-urspaul-principal-arnotnal..thaeoof.helow.thearanuut.460,w1 rantscapl, 1(b), then 'fin InnInneK of thnilior p••r 6le ('In. imp tinder pens,noh 1(d) chirp he h-re/meet try the anneal of the parnenta of prinr•ipni Udler repre.u•nic neat ...arrant< that the -04itaillii6410.1.14-61-paciewef414(b)-if.-skihetantiolly-GOFfeet-alUbegeosalwa-0445.-ftaymelag4wisiNd-14.2-the-efrkaing4soogage.a-b.--- made brrw..a ti., date hereof sn‘Xlinfina (e) If Warn •1 en.floostreca,,,,t, Salter cling -,tr;go ;9 ,oPurrh"-ar ;r;, ,ean-beassignoclal !boil ...Ia., taireh,,.. • r.7 aant eenont ni (el) Satin than CdOi tif".0Ankri not nips, (hag Ifliflaw-laSfalf.00IO6i0e-ailyhailafrth÷h441Kli--- of the pi/leiilia ernrieersin faros for rerontlasr eertifyjas flu, n,nniniLafThe inipiiidprineifinkt the to irapreci Itne_betit and the atiumints ;Entry, r iolsoed to bei enema far rrineiril nail intereci, iterniy0talhe_tain • Seller rhea pry the leer for Jeentiling smirk rertiftrnin If the holder of the I...ha ins inartgfan a Kink nr Ache. int, ; ,,,,inn 3. Adel:nett in caption 2.721 n of the Rent 41.apasSy-tas9.0.44ay.-inStead..0f.44.0..e.amicwate,-fterg;rl, a (War aped clnly anthar-:30.1 amplayaueic-ationtaah-I nee qi01•4- ihnn IA Any; hetinre nod.. cflateioja,6 the tame Iteirnewethne (n) cellar rev/Knio' nod op-tennis thni (;) Calla tine delivered In Pt ireharer.irite fort enntlete copier of the evirtints iflousitee, 41;a-wata‘ccuralilassabyandayccausksta-msclauoilikatious.41440)4441)41w-war.liag-utatgage,h4.4.4-tiOlar asdatac-time-ar------ clusing h0 6, default, vier (:a) it,, Pvinii.jos dor& ant pro•, iaien, hint piann gnwe, to tosko;ro ;ft pn),,,rol in pal r to rhangrmy 05hrr e.rr. ihnentbY4rte4Vt-.r caleoc.cotwa,paecataltasentisas.-- 4 P, I biontyalocagage ipplicabia3-1W.ese-isinbrapurchase-nu,oty pp nV• infEr'th'il i,t rvareith 9(r) ,have (a) The parehnte trioney mite Jed manger dtnll he &seen by the annorry fax i‘eLlerin the farm flinched me, if not, bk.lhe cintolsol farm nelectriel by the blew VorIcSone Lentil:tug A "nr 11 4 • • shall pay a, clawing the. nriewhy, G.pe :n the irrrionnt at far its repurnti•an (h) The oar/ince thnru•y • • 'Dale la the heartfelt. Pv Mins IAixtgageamilAttY.athatiallSr Illialicann fruit replaprowette nr enotolitlationt of the to/biting inortgage..peovided that (it the intern' rite thereof Khali nni he El-eater than retreat per antiuniAnd thr total dehl cervier therriumbit idpil I not he tietonler than per mutual and Ph. principal annal11 then•nf dual evened the AVAntini of prineirs I n w en the riie,ing mos-loe in the lime at plueigssuch all.w Olt'ASV. irlutrit mart dly% the 0,ttnicc he phi in the Iteilthis nt nu* .purclutsestanesuxougagein rpaller:iiii of the pritleirialabataCalle parchace money tuoupgesbaljaltawotjaalooauth varmint in the holder thereof Khnll not iii r nr 'Mr/ the WHILE 11141.11ilth•IIIc if any nt' prilw;rdpoyakie then-under nod that thelialthr inms'" " " 41 ii i in`01-Chaft404444iforah-CnalleeaCk114Ai.daltya-anii deli-net -fly •Komtert/Ord..tiai-alifealhatlia rwit.ss ▪ hal anr.” salen' .offeitrue aurh "anytlir""irri 6. Downpayment in Escrow. (a) Seller's attorney ("Escrowee") shall hold the Downpayment in escrow in a segregated bank account Address: until Closing or sooner termination of this contract and shall pay over or apply the Ilownpayment in accordance with the terms of this paragraph. Eserowoe shall hold the Dovmpayment in 0(11) 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 taxtz thereon. If interest is not held for the benefit of the parties, the Downpartent shall be placed in an Iola account or as otherwise permitted or required by law. Social Security or Federal Identification numbers of the panics shall be furnished to ESCI*OVOCC 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 Doompayment, Escrowee shall give prompt Notice to the other party of such demand. If Escrow.: dots not receive Notice of NYSOA's Residential Real Fine Nunn (I IMO) 0 2014 Matthew Ikeda k Co .4 monhet Pf err l.tonctroGinap EFTA01078480 objection from such other party to the proposal 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 or objection within such 10 day period or ir for any other reason Escrowec in good faith shall elect nol 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, nonappenlable judgment, order or decree of a court. However, Esaowee shall have the tight 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 ofall further obligations and responsibilities hereunder. (13) 'The parties acknowledge that, Escrowee is acting solely as a stakeholder at their request and for their convenience and that Eserowee 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 pad 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 anti expenses (including reasonable attorneys' fees) incurred in connection with the performance of Ewen/eels 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. (c) Escrowee may act or refrain from acting in respect of any matter referred to herein in hill 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 ailing 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 Escrowec is in possession of the Downpayment and continues to act as Escrowee. (f) The party whose attorney is Escrowoe shall be liable for loss of the Downpayment. 7. Acceptable Funds. All money payable under this contract, unless otherwise specified, shall be paid by: (a) Cash, but not over SI,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 Stale 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; (c) As to money other than the purchase price payable to Seller al Closing, uncertified check of Purchaser up to the amount of ; and (d) As otherwise agreed to in writing by Seller or Seller's attorney. kterataragago.Curruniurisat-Contingutic*.pokarry.w.sawapa-if-irrupplasottarafax-rerplouratiotarroarairda-cor-A4041,0,444-COMMilIAWAII-- Continftektry ChM , ' (‘) Tile (\Mir. ;001 ar Onerh,en ut parcha,,,_„„.1,_ "we-, ie randigiouri kmure, ot after a fitllyiweented retry nf this ennirant i. giusin in PwrtIncer ne Porrhaveric atineney in the manner reit foirth in r +e..0enr i, OS og ciatpartigntir lt R6) (the "f'suntniiment Mute"), nf written retrimitment frnrn an I ender pure'. ill which well intpt l 1./1401* agennsi corn ab..a (kg. reertense Iran, ealier ihatu.2sAr pt tA naling_sonceraurnautal4cj itimwa_laaay_wair4f4apay. tit Porehaerric cntr end and rwrencer nf c fn. a term of at leant )p-are (Or tor!, Inter 4.14IA404.140,44W-44c413-afraliGhaba-Chatl-Lwwiaing-ta.accopt4-4 -the-pcovailiag-iimm1.3÷-adiaxablosaw-atiatawkaild.wail+er-- enicternoryenmmittnent inrme (the "rnrnmitewnti Tel theevtent •IL rnmmittnent it rnntlit;nruni nn the nate of Paretineeet entrrent 1.1.0/11.44.141140I1L01:211)talistuldion ,ritt• nwierini niliterce_obankr in Piarrlyeacer routithab aity ittiort nr any rithet entolitiens, Pwrbacer nectrptc the rick Ihni curb rentlitinnt may not M met' bnwrvrr a enrnin it mint rentlitinneri na the inqiutitonat ..1.. approwil-uf-tirs.rippruivol-shall-not-hrtal- v J ^ "Goionvitat&44:-Ibeleus410E-044i1-044-anwaitalis-apiwowcifaml-41-414m-ettse4-44.4— -ntenr-Imftios-414e-C-ifottfriintestl-Hoterilinte2mi&er-nffitooneektoder-stibparegermie-g(e)-onhess-tho-ree' itititittoota-lanit-is-erriemi‘d). ..ark.o.ce.. 12a ..klirliturw-Lmutunala..4ru.contlitiono4444.4.44-sgsmanec.araConumitoleat. -buund-aorktr-thifrerantrarewoun-if-tho.auglar-faits-or-r-sfusus.3 / -Gutd.riur-kaan-for any reason. 4 --(44-fh,rek^—• th.Pil-(i)analp.post.1-iipOi.a4414.40.40-0wa-or.,444-144volnisgi.;-4/1ae044.-nier.olbawone-Inalilui.ion41-1.soda-fiu 4401 - 'Met ig4,„. 1 wir fii.)-Cumis14-o nt-ita•t-t.somplele-ittliwneet&entiettimiinr42.4rehnsePittItkneatts.no-4-Pinettike-r.fantib.rw...kmitifear anti 4".) ...----- -444.4wietkant1-04-sooirerobian-goorl-faint-withwish-lwaitirtiorrol-heorlertal-to-obiaio-a-Constnittneto,-Iturvlin trull-warti-a----..... 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Wilkg4.41.4 . 4011 raleeatrakt.W . 10 , 1411444.4 SJ:410.01.1111V444.“14;Aii‘k liwtotruomit 1..er:t.n0;} —04)41-041-litatimitional-hentle n-whienoplientioits-werrtithiletiony-suelHipplientiorierinaer.iting-priar-In-1110-Guntinintterti---- tette.,-Purctroor .O'.y .- tarazi-this-cikaltaul-tsy-simitte444444:44livi—ot collter..-with.....4py.oksuch-denialar powidottlext.lbrichrisei-leas--- complied-with-all-its-abligationa-oades-this-parat,--ph 8. ---P.H.C-no-cammiantuu..is-ixioudhytho-lnstitutioual-Lenitur-un-orkivforothwtzoritirtitmenkkbrivoltertrAnill1OalUiehaIX4-14:0:-- accuphidavattertuaatinitstwnwitnewan-hixt4imionol-houttot-that-dne.nut.conlium-ha.dtstcouseet-thialt-inairlsparapraph-8(o).----- Pant:icor may.miliorl this riagraallyAnatieMnill'i. hitrinei‘c ditysaun the I 'Imentitulont thin polyjarti flint sit_ iu cribm_vddliaj 04041,0‘44I4411(141Filile-IlaiiiSalb-aikli//66..044/4•-4//aitHliiiWill-14211410(") ottouvaimlluation-vox-mationurl-that-Pirecleitor-haxeeniptied will- -II 44.0614gal:4os unit- • "::- pormr-ph 8 (ffIrlithr Catillaot ; by Pkireftaces-pussuant-uxuabparographx-Ititl)4444.4reitherixixty-sltall-therooter Irreg.:my 6.rdwe— rights..agoioo n< okfigollonsor-fiabilities_to rho °Orr by roarou.of.this ocoiroot.xvoopt Ilra the INoompoyttiere 4 • u I apUltilydy.---- rnfitialrel In litirtitmcirr and rwrinpt %r rot fewth in ptningrrapli 97 (8) I (Dirrliticiir Pills to give, tbnelv NnGro iiinnnrellia inn ar a. r..pir ta wriunn norintnitamoLlumnalastjutional_____ littlidin-14.41I-I1085.114-40.40.11.-I044w-ieFtow-set-fmil-ist-m4brtifspEatI4-800rilieff-Pritehtibea-e44414÷410.4**140-1«we-ocWyed-Wwelvaisaai-- Fithl4MiltIf1601141446-440.14.14M-.1414 to • eCoiriLi a ractrw, or ow Pr waytnent-41140416kilirf ilia r ioni c nil, btainHiotnl 4 entire ,a,vmptc4 by Pnrelt,,,or by elm Camiiii i tkitaareUer‘snoyeratteol-tlfixoorttAtet-tinisinphkiticoo.•-thautrasair-withisi4-buiainorr-ior -al- the C.v.-4—w nary, -kirk rau.,•11,1 hall kriennar punitive anion Merriment. dolitirre earl of writ rnavnjbm•ni in Colin willOrt III 1.n:4i...cc elayc nfltn ihn contreatinerti-Date-Athtessch.canontho;r. ‘teabor porIy -hog 6"`"` wtytuµh4e•nnghtr orlon-, or "bur iv vs iln• egbpr my of!hit rnntrirk, ...crept that tbn noompoymem ghell Iv, promptly recanibirt la Purrinver (prnviAorl Ptirrhacrr h:te ream" craurtslic4-with oil kr otitipitions onfkir /kir Iri(jnpb 2) on.l ov—p, n. cot Lary, in ru•:nror (Q.1jcit_puzposgsacj tas rontoml, 11w mon "Iitatitittintad I muter" thftll Melt, tavinly: Finn), private tanker, O1P:111 any Mit glaniainy , mat Iran reeneiniinorrentiit aniganr rignilag balking iproittii tog inktithng netriniy .a ander tho loan en,,age stntir, ihn lAtitad-stator-or-any (oho- r"e forerign-bartking co-poxylIwi lion•-.4 by Ibis.Stmaxintendivo Pootcr W" York inugykoed.by do: enmpireillor Arita, I" \moan to trnntiarl kitinne in Mew Vita Stile; Maw:ince rampsoty duly nrstinitrod nr l emme) in eta huailtecv in New Vint+ cintmcninrtuawi Mmtnr tionneed paramain.10 Arit;tila 12-I'll-if the Rankin' I nurr nial any inciroolgolabfry,,,thvi sly. I wind clog. or any ernmidi ate power in ir ks. rportorige ! Grins hY ())F— porrvme ofsrkportgraph 2(.9,_ourotiovor chat) h.` Arri'intel gyn.' brit^^ skin ev'ene'd oopy ouutract-ert the.thic44;usiauts-dast-followitto-the-dirta-of-aolinacy.isr-rogular-inaffinArecistagaprepaid- 9. Permitted Exceptions. The Premises arc 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, tinder or above any streets on which the Premises abut; (c) Encroachments of stoops, areas, cellar steps, trim and cornices, if any, upon any street or highway; (d) Real estate taxes that arc 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. FOr-Governmentit$-VieltHienterid-Ordooth+04444.eehoWeeouplyAvith•all-tietes-es-Hothoes-a-Welai ordinances, orders or requirements noted or issued as of the date hereof by any governmental department y as to lands, housing, buildings, fire, health, environmental and labor conditions affectin . Premises shall be conveyed free of them at Closing. Seller shall furnish Purchaser with . gal is necessary to make the searches that could disclose these matters. (b) (Lida Rory u e All obligations affecting the Premises pursuant to the Administrative Code of the City ofNew urrett-prier-to-glosingfitittpayahle-in-menoyshallbaditarhurted-hy-Solhout-or-pclier-to.chisittp I. Seller's Representations. (n) 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 **ha "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 "FIRVI•A"); (iv) 'lite 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 ,IYSHA't I1v.Ideaail (teal Euatc Forms (I IMO] 2014 klallscw & Co.:: of the :.extt-Wcais ON to EFTA01078482  (b) Seller covenants and warrants that all of the representations and warranties set forth in this minima shall be true and correct at Closing. (c) Except as otherwise expressly set forth 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 slate 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 (areept-ofreitherwitOesa-ferfit-in-paeareph46(4), 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 any reputable title Insurance or abstract company licensed to do business In the state of New York 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 Tide. (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 with covenant against grantor's acts 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 Sella as required by subd. S of Section 13 of the Lien law. (II) If Sella is a corporation, it shall deliver to Purchaser at the lime of Closing (i) a resolution of its Board ofDirectors 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 requireinents of Section 909 of the Business Corporation Law. The deed in such case shall contain a recital sufficient to establish compliance with that Section at 1PM o'clock on or about August IS, 2014 •See Rider err*IPelt-tementhhilleillei4""4"1".&"'"'"÷""4"4"nee"*" 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. 44-4440-41,14MOPAPtgell4W-le-Pwolititwo-ofewalid- attel-stibrieting-Certiti compliance, or evidence that none was required. covering the buildit mated on the property ituthoriaireolwir (c) The delivery by Seller to Purchaser of a certificate stating that Seller is not a foreign person, which certificate shall be in the forni then required by FIRPTA, or a withholding certificate from the I.R.S. If Seller fails to deliver the aforesaid certificate or if l'urchaser is not entitled under FIRPTA to rely on such certificate, Purchaser shall deduct and withhold from the purchase prig 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 buildings(s) and improvements comprising a part thereof in broom clean condition, vacant and free of leases or tenancies, together with keys to the Premises. (p)---All-plinnhint4iitiAtolng-wilter-itimplyond-coptio-cyritomsriCanyfrlissiting.andair-iiontlitionirmeitan • •4 utethatiical cyslans. couiPin cm and machines in th • diugsraPoiatted-uniht-primerry app lances which are included in dair--tate.heingirrnsrdettiFKKv-no ii•e-wc•Wovietp, (41-41-4110-Premises-oreo-imevir-two-csmailitlieneserekiliwieirl,i4lieitereiestn-C4.1a4met-44-a4lielasista-iis-iximpli willi.nunn-aueL 4visal-laa.c44(geivoritontevearthei-olasomteat-414vpia-iuditstalliatt-iss-4*-PreioRaeren-14414414ivelytattlilegialanni-elovianhen-clinvivion (g) The delivery by the parties of any other affidavits required as a condition of recording the deed. 17. Deed Transfer and Recording Taxes. Al Closing, certified or official bank checks payable to the order of the appropriate NYS im's Residential Real Estate Forms ( I 1(00) O 2014 Maithew Ilcntler it Co, d immix., of the toziOlcus (hose,, EFTA01078483 Stale, City or County officer in the amount of any applicable transfer and/or recording lax 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 (=tract to pay such transfer and/or recording tax, together with any requited tax returns duly executed and sworn to, and such party shall cause any such chocks 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. IS. Apportionments and Other Adjustments; Water Meter and Installment Assessments. (n) To the extent applicable, the following shall tic 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. (1) )(Closing shall occur before a new tax rate is fixed, the apportionment of taxes shall be upon the basis of the lax rate for the immediately preceding fiscal period applied to the latest assessed valuation. (c) 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. (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 opium 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 live business days after Closing, provided that official bills therefor computed to said date arc produced at Closing. 20. Use of Purchase Price to Remove Encumbrances. (fat 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 tiling said insinunents. As an alternative Seller may deposit sufficient moneys 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 rm.1 ....L.Laajat_4624-0(-641014-0441Wia 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, :flhie nostara an. ' ray vet Conk 4" rifligapila-44140-11-4144attate-1044144{1101444306-beem-neetood-by-Peteitasook 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)lf 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 front time to time, upon Notice to Purchaser, to adjourn the date for Closing hereunder for a period or periods not exceeding 61.1days in the aggregate ("st '" V"- "rye --ye" 'ka 1^.2 ap^-1 "4- Pupal .„ g eontnsitmerstr if-enyr shaThasspiwah 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 alter the date hereof shall be released, discharged or otherwise coral 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 conic to an end, and neither party shall have any tUrther rights, obligations or liabilities against or to the other hereunder or otherwise, except that: (i) Sella shall promptly refund or cause the Escrowcc to refund the Downpaytnent to Purchaser and, unless NYSHA's Kt≤tdentml Real hstate Palms lI NW) o D2014 Matthew & Co r i mcndxrotlr LerttNtin Crom. EFTA01078484 cancelled as a result of Purchaser's default or pursuant to paragraph 8, to reimburse Purchaser for the net vest of examination of title, including any appropr tate 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 Downpaymatt 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 Escrowce, 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 Escrowec pursuant to this paragraph. Each Notice marital 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 Escrowec and each Notice delivered in person or by overnight courier shall be deemed given when delivered, or (c) with respect to ¶7(b) or ¶20, sent by fax to the 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 parry'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 real estate broker in connection with this sale other than The Corcoran Group, 60 Madison Avenue, New York, New York 10065 (Broker") and Seller shall pay Broker any commission awned 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 fem, 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 arc merge' in this contract; it completely expresses their full agreement and has been entered into after full investigation, neitha 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, distributecs, 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 COOKACI (c) Any singular word or term herein shall also be read as in the plural and ihe neuter shall include the masculine and feminine gender, whenever the sense of this contract may require it. (d) The captions in this contract arc fur 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. (c) This contract shall not be binding or effective until duly eXtailed and delivered by Sel lei and Purchaser. NYSISA•s Residential Reel mama Fortin (I IMO) O )014 !Maim Renal k Co, soon-ohs: of Oc l edsNexa C fOop EFTA01078485  (0 Seller and Purchaser shall comply with IRC reporting requirements, if applicable. This subparagraph shall survive Crating. (g) Each patty shall, at any time and from lime to time, execute, acknowledge where appropriate and deliver such Cunha instruments and documents and take such other action as may be reasonably requested by the other in order to catty ow 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 lizards is attached hereto end made a pan hereof. Continued on addendum or rider attached hereto. IN WITNESS WHEREOF, this contract has been duly executed by the parties hereto. 19 E 70 ST LLC NY 70th By BY: 6then candor ;Veit ea? S -•L3 Social Security NolFed. No. Social Security No./Fed. No. Dy: By: Social Security Roiled.. Na Social Security No./Fed. No. Attorney r Sel en Robert S. Frankel Es . Attorney for Purchaser: Barry Longman, Esq. Address: Tel. E . Receipt of the Downpayment is acknowledged and the undersigned agrees to act in accordance with the provisions ofparagraph 6. 7 Cohen nkel, Lae Rober S. onkel, NYS0A's Itcsidanial Real Estme rams (I 1100) t. 02014 atrathow Balk Q Ga.., warren OS LasistactkOniup EFTA01078486  shall survive Closing. (0 Seller and Purchaser shall comply with IRC reporting requirements, if applicable. This subparagraph such further (g) Each party shall, at any time and from time to time, execute, acknowledge where appropriate and deliver sawn as may be reasonably requested by the other in order to carry out the intent and instruments and documents and take such other purpose of this contract. This subpansgraph shall survive Closing. provided heroin. (h) This contact is intended for the exclusive benefit of the parties hereto and. except as otherwise expressly or entity. shall not be for the benefit of. and shall not create any rights in, 01 be enforceable by, any other person lead-based paint hazards (i) If applicable, the complete and fully executed disclosure of information on lead-based paint and/or is attached hereto end made a part hereof Continued on addendum or rider attached hereto. IN WITNE."_11VIIIERILOR this contract has beta duly executed by the parties hereto. 19 E 7 LLC 1 NY 701" STREET LLC .../ By. or (r'ktn ;Iltaini , Wee &Jaw Social SICWily No./Fed. No. Social Security No./liadll, No. By: By: Social Security No./Fed. I.A. No. Social Security No./Fed.II. No. Attoroey for Seller: Robert S. Frankel, Esq. Attorney for Purchaser: Barry Longman, Esq. Address Address: Tel Tel Em Emai provisions of paragraph 6. Receipt of the Dovmpayment is acknowledged and the undersigned uglesrs to act in accordance with the