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2 TRANSITIONAL ANd NON-TRANSITIONAL MCLE CREdITS This course has been approved in accordance with the requirements of the New York State Continuing Legal Education Board for a maximum of 2 Transitional and Non-Transitional credit hours 2 Skills
NY
CL
A-
CL
E
IN
st
It
ut
E
Making the Deal How Real Estate Deals are
Getting Done Under Current Market Conditions
Prepared in connection with a Continuing Legal Education course presented at New York County Lawyersrsquo Association 14 Vesey Street New York NY
scheduled for January 26 2011
P r o g r A m C o - s P o N s o r
NYCLA Real Property Section
P r o g r A m C h A I r
Leo Genn Chair Real Property Section
F A C u L t Y
Paul M Giddins Giddins Claman LLPLisa Lippman Brown Harris Stevens
Information Regarding CLE Credits and Certification
Making the Deal How Real Estate Deals are Getting Done Under Current Market Conditions
Wednesday January 26 2011 630 PM ndash 815 PM
The New York State CLE Board Regulations require all accredited CLE providers to provide documentation that CLE course attendees are in fact present during the course Please review the following NYCLA rules for MCLE credit allocation and certificate distribution
i You must sign-in and note the time of arrival to receive your
course materials and receive MCLE credit The time will be verified by the Program Assistant
ii You will receive your MCLE certificate as you exit the room at
the end of each day The certificates will bear your name and will be arranged in alphabetical order on the tables directly outside the auditorium
iv If you arrive after the course has begun you must sign-in and note the time of your arrival The time will be verified by the Program Assistant If it has been determined that you will still receive educational value by attending a portion of the program you will receive a pro-rated CLE certificate
v Please note We can only certify MCLE credit for the actual time you are in attendance If you leave before the end of the course you must sign-out and enter the time you are leaving The time will be verified by the Program Assistant If it has been determined that you received educational value from attending a portion of the program your CLE credits will be pro-rated and the certificate will be mailed to you within one week
vi If you leave early and do not sign out we will assume that you left at the midpoint of the course If it has been determined that you received educational value from the portion of the program you attended we will pro-rate the credits accordingly unless you can provide verification of course completion Your certificate will be mailed to you within one week
Thank you for choosing NYCLA as your CLE provider
New York County Lawyersrsquo Association
Continuing Legal Education Institute 14 Vesey Street New York NY 10007 bull (212) 267-6646
Making the Deal How Real Estate Deals are Getting Done
Under Current Market Conditions Wednesday January 26 2011
630 PM ndash 815 PM
AGENDA Program Chair Leo Genn NYCLA Real Property Section Faculty Paul M Giddins Giddins Claman LLP Lisa Lippman Brown Harris Stevens 600 PM ndash 630 PM Registration 630 PM ndash 635 PM Introductions and Announcements 635 PM ndash 815PM Discussion There will be two ten minute breaks during the evening
New York County Lawyersrsquo Association Continuing Legal Education Institute 14 Vesey Street New York NY 10007 bull (212) 267-6646
Making the Deal How Real Estate Deals are getting Done under Current Market Conditions
Wednesday January 26 2011 630 PM ndash 815 PM
Table of Contents
1 Manhattan Residential Market Report Third Quarter 2010 Brown Harris Stevens
2 Manhattan Residential Market Report Fourth Quarter 2010 Brown Harris Stevens
3 Faculty Biographies
MARKET CONDITIONS
Brown Harris Stevens
Manhattan Residential Market Report
ManhattanResidential Market Report
Third Quarter 2010
Manhattan Cooperatives and Condominiums
2 Third Quarter 2010
Average and Median Sale Price
Cooperative Average Sale Price
Condominium Average Sale Price
Cover Property BrownHarrisStevenscom WEB 1136713
Average Sale Price Median Sale Price
Manhattan apartment prices continued to rise during the third quarter reaching their highest levels
since the first quarter of 2009 At $1423378 the average
apartment price was 12 higher than a year ago The median
price rose 14 from 2009rsquos third quarter reaching $890000
The number of reported apartment closings 2471 was 4 higher
than the same period a year ago
The average price rose sharply for all sizes of co-op apartments over the past year as high-end
activity comprised a higher percentage of sales The number
of co-op sales over $7 million doubled from the third quarter
of 2009 which brought the overall average co-op price 24
higher to $1156733
Condo prices rose 2 from the third quarter of 2009 to
an average of $1724180 After sharp declines the prior two quarters the average price for studio condos rebounded to
$495876
$1600000
$1400000
$1200000
$1000000
$800000
$400000
$600000
$1369883 $820000
1Q10
$1324504 $800000
4Q09
$1274563 $781000
3Q09
$1377135 $842779
2Q10
$1423378 $890000
3Q10
Studio 1-Bedroom 2-Bedroom 3+Bedroom All
3rd Q 10 $366086 $606444 $1206257 $3049980 $1156733
2nd Q 10 $356696 $597311 $1301392 $2872496 $1065814
1st Q 10 $334307 $587538 $1132150 $3098881 $1079195
4th Q 09 $345725 $585238 $1133967 $3001012 $990921
3rd Q 09 $331046 $538369 $1069517 $2616304 $934400
Studio 1-Bedroom 2-Bedroom 3+Bedroom All
3rd Q 10 $495876 $809514 $1596021 $3835376 $1724180
2nd Q 10 $464559 $840829 $1570772 $3922994 $1686690
1st Q 10 $529970 $819785 $1608375 $4250098 $1730415
4th Q 09 $554568 $772525 $1583362 $4574080 $1732362
3rd Q 09 $508546 $792866 $1650537 $3931684 $1685855
Third Quarter 2010 3
New Developments Lofts
Time on the Market
Excludes new developments and units listed over one year Based on the last asking price Excludes new developments
Average Price Per Square Foot
Apartments in new developments sold for an average of $1112 per square foot 5 less than a year ago A decline in the number of luxury developments on the market was a major factor in this change Loft prices averaged $1077 per square foot in the third quarter up 12 from the third quarter of 2009
Units that sold in the third quarter spent an average of 97 days on the market 24 less time than a year ago This was the lowest level for time on the market level since the third quarter of 2008 Sellers received 959 of their last asking price up from 951 in 2009rsquos third quarter
$700
$900
$1100
$1300
$700
$900
$1100
$1300
75 days
100 days
125 days
150 days
85
90
95
100
Asking Vs Selling Price
$1176
3Q09
$1238
4Q09
$1146
1Q10 2Q10
$1176 $960
3Q09
$1017
4Q09
$1037
1Q10
951
3Q09
954
4Q09
962
1Q10
128
3Q09
132
4Q09
119
1Q10
112
2Q10
$1066
2Q10
966
2Q10
$1112
3Q10
$1077
3Q10
97
3Q10
959
3Q10
Generally 59th to 96th Street Fifth Avenue to the East River
Cooperative Condominium
East sidE
4 Third Quarter 2010
Average Price Per Square Foot
Co-op apartments posted strong pricing gains in the East Side market over the past year
The co-op average price per room rose 17 for prewar units and
14 for postwar units compared to the third quarter of 2009
Condo prices on the East Side averaged $1213 per square foot
3 less than a year ago
Average Price Per Room
$100000
$300000
$150000
$200000
$250000
$350000
$400000
$50000
3Q09 3Q10
$200
$1000
$400
$600
$800
$1200
$1400
$0
Studio 1-Bedroom 2-Bedroom 3+Bedroom
Percent of Sales
3rd Q 09 12 34 28 26
3rd Q 10 7 31 37 25
Average Price
3rd Q 09 $386734 $590337 $1465894 $3852286
3rd Q 10 $375666 $658875 $1449023 $3514627
Change -3 12 -1 -9
Postwar
$203293 $232575
Prewar
$281354 $328648
3Q10
$1213
3Q09
$1249
Generally 59th to 110th Street Hudson River to West of Fifth Avenue
WEst sidE
Third Quarter 2010 5
Cooperative CondominiumAverage Price Per Room Average Price Per Square Foot
The West Side market saw strong gains in the average co-op price per room over the past
year At $280327 the prewar co-op average price per room was 29 higher than a year ago
while the postwar price rose 8 to $202193 West Side condo
prices fell 4 from 2009rsquos third quarter to an average of $1254 per square foot
$200
$1000
$400
$600
$800
$1200
$1400
$0
$125000
$225000
$150000
$175000
$200000
$250000
$275000
$100000
3Q09 3Q10
Studio 1-Bedroom 2-Bedroom 3+Bedroom
Percent of Sales
3rd Q 09 7 40 41 12
3rd Q 10 9 30 36 25
Average Price
3rd Q 09 $401021 $629722 $1382135 $3470940
3rd Q 10 $399072 $697290 $1523268 $3353242
Change 0 11 10 -3
3Q09
$1306
3Q10
$1254
Prewar
$217459 $280327
Postwar
$186785 $202193
MidtoWn East Generally 34th to 59th Street Fifth Avenue to the East River
MidtoWn
MidtoWn WEst Generally 34th to 59th Street Hudson River to West of Fifth Avenue
6 Third Quarter 2010
Cooperative Condominium
Cooperative Condominium
Average Price Per Room Average Price Per Square Foot
Average Price Per Room Average Price Per Square Foot
The average condo price per square foot rose 14 over the past year in the Midtown East market to $1276 Co-op prices in this area were mixed with the average price per room down 2 for prewar
units but up 6 for postwar units
In the Midtown West market the average price per room for prewar co-ops jumped 96
from the third quarter of 2009 This was due to an unusually
weak number a year ago combined with a high number of Central Park South sales
inflating the figure in the third quarter of 2010
$150000
$75000
$100000
$125000
$175000
$200000
$750
$0
$250
$500
$1000
$1250
3Q09 3Q10
3Q09 3Q10
$1000
$250
$500
$750
$1250
$1500
3Q10
$1258$1237
3Q09
$200000
$50000
$100000
$150000
$250000
$300000
$138443 $271070
Prewar
$174573 $208409
Postwar
$201796 $198364
Prewar
$190801 $202708
Postwar
$1116
3Q09
$1276
3Q10
Cooperative Condominium
Third Quarter 2010 7
Average Price Per Room Average Price Per Square Foot
South of 34th Street
doWntoWn
Prices rose for both co-ops and condos in the Downtown market over the past year aided by a 43 increase in the average price for three-bedroom and
larger apartments The average co-op price per room rose 19 over the past year for prewar
units and 14 for postwar units Condo prices Downtown
averaged $1201 per square foot 5 more than during the third
quarter of 2009
3Q09 3Q10
Studio 1-Bedroom 2-Bedroom 3+Bedroom
Percent of Sales
3rd Q 09 15 47 28 10
3rd Q 10 15 45 29 11
Average Price
3rd Q 09 $426982 $711789 $1427071 $2643872
3rd Q 10 $461763 $755436 $1523264 $3776778
Change 8 6 7 43
Prewar
$196789 $234026
Postwar
$190826 $216683
3Q09
$1149
3Q10
$1201
$700
$1100
$800
$900
$1000
$1200
$1300
$600
$100000
$200000
$125000
$150000
$175000
$225000
$250000
$75000
Cooperative CondominiumAverage Price Per Room Average Price Per Square Foot
Generally North of 96th Street on the East Side and 110th Street on the West Side
NEW YORK CITY bull PALM BEACH bull THE HAMPTONS bull NORTH FORK 2129069200
EAST SIDE445 Park AvenueHall F Willkie PresidentRuth McCoy EVPManaging Director of Sales
UPPER EAST SIDE1121 Madison AvenuePeter R Marra EVPManaging Director of Sales
EDWARD LEE CAVE DIVISION790 Madison AvenueCaroline E Y GuthriePresident
WEST SIDE1926 BroadwayJames M Gricar EVP Managing Director of Sales
BROOKLYN HEIGHTS129 Montague StreetChristopher Thomas EVPManaging Director of Sales
PARK SLOPE100 Seventh AvenueMaryAnn Albano EVPManaging Director of Sales
NEW DEVELOPMENT445 Park Avenue James M GricarManaging DirectorBrown Harris Stevens On-Site Marketing and Sales
Prepared by Gregory Heym Chief Economist Brown Harris Stevenscopy2010 by Brown Harris Stevens All Rights Reserved This information may not be copied used or distributed without Brown Harris Stevensrsquo consent While information is believed true no guaranty is made of accuracy
The average price rose sharply over the past year for studio
and two-bedroom apartments in Northern Manhattan Studio
prices averaged $285719 a 24 increase from third
quarter of 2009 while the two-bedroom average price rose 20
to $621104 Condo prices averaged $618 per square foot
7 more than a year ago
This report is based on 2471 reported Manhattan apartment sales 4 more than were reported during last yearrsquos comparable period
VILLAGE2 Fifth AvenueKevin Kovesci EVPManaging Director of Sales
TRIBECA43 North MooreKevin Kovesci EVPManaging Director of Sales
northErn Manhattan
$100
$500
$200
$300
$400
$600
$700
$0
3Q09 3Q10
$60000
$100000
$70000
$80000
$90000
$110000
$120000
$50000
Studio 1-Bedroom 2-Bedroom 3+Bedroom
Percent of Sales
3rd Q 09 7 40 41 12
3rd Q 10 9 32 46 13
Average Price
3rd Q 09 $230833 $380770 $519583 $964950
3rd Q 10 $285719 $379154 $621104 $879888
Change 24 0 20 -9
3Q09
$579
3Q10
$618
Prewar
$103224 $114800
Postwar
$101221 $98244
IDENTIFYING THE
APARTMENT
A Sample Showsheet
B Cooperative Building Financials
Pure Perfection on Riverside Drive100 Riverside Drive Apartment 3A
This sprawling prewar 9 room home is simply exquisite The trees of Riverside Park greet you while you sit in
the new chefs kitchen open to a beautiful den (or dining room) on the park The gorgeous sunken living room
library and huge master bedroom also all have oversized picture windows on the park In addition there are
two more bedrooms a large formal dining room and a second windowed butlers kitchen that could easily be
made into an office The finishes of this home are perfect All of the bathrooms are brand new and outfitted
with custom stone There is central air and the closets have all been custom designed Currently configured as a
luxurious 3 bedroom plus maids and den the apartment could easily be a 4 bedroom plus library No detail has
been overlooked and there is fabulous sun trees and nature in almost every room Full service building with
storage and a new fitness center A truly unique and special home
WEB 917677
Full Service Prewar Coopbull Four Bedrooms and Four New Bathroomsbull
Maintenance $350634bull Central Air Conditioningbull
Financing Allowed 75bull New Chefs Kitchen with Large Double Ovenbull
Tax Deductability 39bull Custom Closetsbull
Storage Binbull Pets Allowedbull
Fitness Centerbull Laundry Room with Butlers Kitchenbull
$3999000 Listing Price
Exclusive Broker
Lisa Lippman bull 212-588-5606 bull fax 212-418-9733 bull llippmanbhsusacom
All information is from sources deemed reliable but is subject to errors omissions changes in price prior sale or withdrawal without notice No representation is made as to the accuracy of any description All measurements and squarefootages are approximate and all information should be confirmed by customer All rights to content photographs and graphics reserved to BHS Customer should consult with its counsel regarding all closing costs including without
limitation the New York State 1 tax paid by buyers on residential properties over $1 million BHS represents the sellerowner on BHSs own exclusives except if another agent of BHS represents the buyertenant in which case BHSwill be a dual agent with designated agents representing sellerowner and buyertenant BHS represents the buyertenant when showing the exclusives of other real estate firms In all instances BHS treats all parties fairly and honestly
BHS actively supports equal housing opportunities
Scott Moore bull 212-588-5608 bull fax 212-319-2633 bull smoorebhsusacom
Brown Harris Stevens Residential Sales LLC bull 212 906 9200 bull BrownHarrisStevenscomM A N H A T T A N bull B R O O K L Y N bull T H E H A M P T O N S bull N O R T H F O R K bull P A L M B E A C H
ldquoMAKING THE DEALrdquo
A REBNY Financial Statement
B Estimated Residential Closing Costs
C Sample Contracts (Co-op amp Condo)
D Sample Closing Breakdown
(Condo)
FINANCIAL STATEMENT
Name(s)
Address
The following is submitted as being true and accurate statement of the financial condition of the undersigned on the day of
January 20
ASSETS
Applicant
Co-Applicant
LIABILITIES
Applicant
Co-Applicant
Cash in Banks 550000 Notes Payable
Money Markets Funds 600000 To Banks
Contract Deposit 355000 To Relative
Investments Bonds amp Stocks To Others
- see schedule 1620000 Installment Accounts Payable
Investment in Own Business Automobile
Accounts amp Notes Receivable Other
Real Estate Owned-see schedule 1200000 Other Accounts Payable
Year Make Mortgages Payable on Real 535000
Automobiles 35000 Estate - see schedule
Personal Property amp Furniture 50000 Unpaid Real Estate Taxes
Life Insurance Unpaid Income Taxes
Cash Surrender Value 60000 Chattel Mortgages
Retirement FundsIRA Loans on Life Insurance
Policies
401K 200000 (Include Premium
Advances)
KEOGH Outstanding Credit Card
Loans
Profit SharingPension Plan Other Debts - Itemize
Other Assets TOTAL LIABILITIES 535000 0
TOTAL ASSETS 4670000 0 NET WORTH 4135000 0
COMBINED ASSETS
4670000
TOTAL LIABILITIES
amp NET WORTH 4670000 0
SOURCE OF INCOME
Applicant
Co-Applicant
COMBINED 4670000
Base Salary 350000 CONTINGENT LIABILITIES
Overtime Wages As Endorser or Co-Maker on Notes $ 0
Bonus amp Commissions 150000 Alimony $ 0
Dividends and Interest Income Child Support $ 0
Real Estate Income (Net) Are you defendant in any legal action Yes No
Explain
Other Income - Itemize Are there any unsatisfied judgments Yes No
TOTAL 500000 0 Have you ever taken bankruptcy Yes No
Explain GENERAL INFORMATION
Applicant
Co-Applicant
Personal Bank Accounts at
PROJECTED EXPENSES
MONTHLY
Maintenance $ 2857
Savings amp Loan Accounts at Apartment Financing $ 10078
Other Mortgages $ 2671
Bank Loans $
Purpose of Loan Auto Loan $
TOTAL $ 15606
The foregoing statements and details pertaining thereto both printed and written have been carefully read and the undersigned hereby
solemnly declares and certifies that the same is a full and correct exhibit of myour financial condition
Date 20 Signature __________________________________________
Signature __________________________________________
SCHEDULE OF BOND amp STOCKS
Amount of Shares
Description (Extended Valuation in Column)
Marketable Value
Non-Marketable Value
SCHEDULE OF REAL ESTATE
Description amp Location
Cost
Actual Value
Mortgage Amount
Maturity Date
SCHEDULE OF NOTES PAYABLE
Specify any assets pledges as collateral including the liabilities they secure
To Whom Payable
Date
Amount
Due
Interest
Pledged as Security
April 2009
ESTIMATED RESIDENTIAL CLOSING COSTS IN NEW YORK CITY
Broker As provided in exclusive with broker
Own Attorney Approx $2000 +- as negotiated
Managing Agentrsquos Fee Approx $500 + as determined by building
Move-out Deposit or Fee Approx $1000 as determined by building
New York City Transfer Tax 1 of entire gross purchase price if price is $500000 or under or 1425 of entire gross purchase price if price exceeds $500000
New York State Transfer Tax 04 (004) of gross purchase price
Bank Satisfaction of Mortgage Fees Approx $450 as determined by bank
Recording ACRIS other fees Approx $150
Gains Tax Withholding (Out of State Seller) 897 of gain
Non ndash US Resident (FIRPTA) 10 of price withheld or paid
Stock Transfer Tax (Co-ops Only) $005share
FOR The SelleR
Mortgage Recording Tax and Title Insurance not required for Co-ops though title insurance is available for Co-ops at other rates
For Bulk Sale Multi Family and Commercial Property NYC Transfer Tax Rates $1425 under $500000 2625 above Mortgage Recording Tax Rates 205 under $500000 28 above $500000
When purchasing a condominium unit directly from a Sponsor the Purchaser may be required to pay New York City and New York State Transfer Taxes (See ldquoFor The Sellerrdquo section above for amounts) as well as the Sponsorrsquos attorneyrsquos fee (typically around $1500)
All costs are estimated and will vary based on transaction specifics changes in rates and taxes and other factors No representation is made as to the accuracy of these estimates Parties to transactions must consult their own counsel and refer to transaction specifics for verification of all costs
Own Attorney Approx $2000 +- as negotiated
Bank Fees (application credit appraisal bank attorney and miscellaneous) Approx $2200 as determined by bank
Short-term Interest One month max (prorated for month of closing)
Miscellaneous Recording Fees Approx $500
Mortgage Recording Fee205 of entire amount of Mortgage on Loans $500000 or under or 2175 of entire amount of Mortgage on Loans exceeding $500000
Fee Title Insurance Approx $8000 for $2000000 NYC condo based on rate schedule
Mortgagee Title Insurance Approx $1500 for $1500000 NYC condo mortgage based on rate schedule
Miscellaneous Title Charges Approx $500
Managing Agentrsquos Fee Approx $500 as determined by building
Adjustments
Common Charges Approx 1 month (prorated for month of closing)
Real estate Tax escrow Approx 8 months (prorated to closing plus 6 month escrow may include insurance)
Mansion Tax 1 of entire gross purchase price if purchase price exceeds $1000000
Move-in Deposit or Fee Approx $1000 as determined by building
lien Search (Co-ops Only) Approx $350
FOR The PURChASeR
123 - Contract of sale cooperative apartment 7-01
Prepared by The Committee on Condominiums and Cooperatives of the Real Property Section of the New York State Bar Association
CONSULT YOUR LAWYER BEFORE SIGNING THIS AGREEMENT
Contract of Sale - Cooperative Apartment
This Contract is made as of October 2010 between the Seller and the Purchaser identified below
1 Certain Definitions and Information
11 The Parties are
111 Seller
Prior names used by Seller
Address
New York NY
S S No
112 Purchaserrdquo
Address
New York NY
S S No
12 The Attorneys are (name address and telephone fax)
121 Sellers Attorneyrdquo
Giddins Claman LLP
675 Third Avenue 29th Floor
New York NY 10017
Attn Paul M Giddins Esq
(212)573-6703 Fax (212)949-1923
pgiddinsgcl-lawcom
122 Purchasers Attorney
13 The Escrowee is the Sellers Attorney
14 The Managing Agent is (name address and telephone fax)
15 The real estate Broker(s) (see para 12) isare
Lisa Lippman
Company Name Brown Harris Stevens
16 The name of the cooperative housing corporation (Corporation) is
17 The Unit number is
18 The Unit is located in Premises known as
19 The Shares are the shares of the Corporation allocated to the Unit
110 The Lease is the Corporations proprietary lease or occupancy agreement for the Unit given by the Corporation which expires on
111 Personalty is the following personal property to the extent existing in the Unit on the date hereof the refrigerators freezers ranges ovens built-in microwave ovens dishwashers garbage disposal units cabinets and
counters lighting fixtures chandeliers wall-to-wall carpeting plumbing and heating fixtures central air conditioning andor window or sleeve units washing machines dryers screens and storm windows window treatments switch plates door hardware mirrors built-ins not excluded in Paragraph 112 and
112 Specifically excluded from this sale is all personal property not included in para 111 and
113 The sale [does] [does not] include Sellers interest in
Storage Servants Room Parking Space (Included Interests)
114 The Closing is the transfer of ownership of the Shares and Lease
115 The date scheduled for Closing is 2010
(Scheduled Closing Date) at 200 PM (See para 9 and 10)
116 The Purchase Price is $
1161 The Contract Deposit is $
1162 The Balance of the Purchase Price due at Closing is
$ (See para 222)
117 The monthly Maintenance charge is $ (See para 4)
118 The Assessment if any payable to the Corporation at the date of this Contract is $ payable as follows
119 SellerPurchaser shall pay the Corporations flip tax transfer fee (apart from the transfer agent fee) andor waiver of option fee (Flip Tax) if any
120 Financing Options (Delete two of the following parapara 1 20 1 1202 or 1203)
1201 Purchaser may apply for financing in connection with this sale and Purchasers obligation to purchase under this Contract is contingent upon issuance of a Loan Commitment Letter by the Loan Commitment Date (para 1812)
1202 Purchaser may apply for financing in connection with this sale but Purchasers obligation to purchase this Contract is not contingent upon issuance of a Loan Commitment Letter
1203 Purchaser shall not apply for financing in connection with this sale
121 If para 120 1 or 1202 applies the Financing Terms for para 18 are A loan of $ for a term of 30 years or such lesser amount or shorter term as applied for or acceptable to Purchaser and the Loan Commitment Date for para 18 is 30 calendar days after the Delivery Date
122 The Delivery Date of this Contract is the date on which a fully executed counterpart of this Contract is deemed given to and received by Purchaser or Purchasers Attorney as provided in para 173
123 All Proposed Occupants of the Unit are
1231 persons and relationship to Purchaser
Purchasers
1232 pets
124 The Contract Deposit shall be held in [a non] [an] IOLA escrow account If the account is a non-IOLA account then interest shall be paid to the Party entitled to the Contract Deposit The Party receiving the interest shall pay any income taxes thereon The escrow account shall be a segregated bank account at
Depository XXXX Bank
Address (See para 27)
125 This Contract is [not] continued on attached rider(s)
2 Agreement to Sell and Purchase Purchase Price Escrow
21 Seller agrees to sell to Purchaser and Purchaser agrees to purchase from Seller the Sellers Shares Lease Personalty and any Included Interests and all other items included in this sale for the Purchase Price and upon the terms and conditions set forth in this Contract
22 The Purchase Price is payable to Seller by Purchaser as follows
221 the Contract Deposit at the time of signing this Contract by Purchasers good check to the order of Escrowee and
222 the Balance at Closing only by cashiers or official bank check or certified check of Purchaser payable to the direct order of Seller The check(s) shall be drawn on and payable by a branch of a commercial or savings bank savings and loan association or trust company located in the same City or County as the Unit Seller may direct on reasonable Notice (defined in para 17) prior to Closing that all or a portion of the Balance shall be made payable to persons other than Seller (see para 177)
3 Personalty
31 Subject to any rights of the Corporation or any holder of a mortgage to which the Lease is subordinate this sale includes all of the Sellers interest if any in the Personalty and the Included Interests
32 No consideration is being paid for the Personalty or for the Included Interests nothing shall be sold to Purchaser if the Closing does not occur
33 Prior to Closing Seller shall remove from the Unit all the furniture furnishings and other property not included in this sale and repair any damage caused by such removal
4 Representations and Covenants
41 Subject to any matter affecting title to the Premises (as to which Seller makes no representations or covenants) Seller represents and covenants that
4 11 Seller is and shall at Closing be the sole owner of the Shares Lease Personalty and Included Interests with the full right power and authority to sell and assign them Seller shall make timely provision to satisfy existing security interest(s) in the Shares and Lease and have the same delivered at Closing (See para 101)
412 the Shares were duly issued fully paid for and are non-assessable
413 the Lease is and will at Closing be in full force and effect and no notice of default under the Lease is now or will at Closing be in effect
414 the Maintenance and Assessments payable as of the date hereof are as specified in para 117 and 118
415 as of this date Seller neither has actual knowledge nor has received any written notice of any increase in Maintenance or any Assessment which has been adopted by the Board of Directors of the Corporation and is not reflected in the amounts set forth in parapara 117 and 118
416 Seller has not made any material alterations or additions to the Unit without any required consent of the Corporation or to Sellers actual knowledge without compliance with all applicable law This provision shall not survive Closing
417 Seller has not entered into shall not enter into and has no actual knowledge of any agreement (other than the Lease) affecting title to the Unit or its use andor occupancy after Closing or which would be binding on or adversely affect Purchaser after Closing (eg a sublease or alteration agreement)
418 Seller has been known by no other name for the past 10 years except as set forth in para 111
419 at Closing in accordance with para 152
4191 there shall be no judgments outstanding against Seller which have not been bonded against collection out of the Unit (Judgments)
4192 the Shares Lease Personalty and any Included Interests shall be free and clear of liens (other than the Corporations general lien on the Shares for which no monies shall be owed) encumbrances and adverse interests (Liens)
4193 all sums due to the Corporation shall be fully paid by Seller to the end of the payment period immediately preceding the date of Closing
4194 Seller shall not be indebted for labor or material which might give rise to the filing of a notice of mechanics lien against the Unit or the Premises and
4195 no violations shall be of record which the owner of the Shares and Lease would be obligated to remedy under the Lease
42 Purchaser represents and covenants that
421 Purchaser is acquiring the Shares and Lease for primary residential occupancy of the Unit solely by the Proposed Occupants identified in para 1 23
422 Purchaser is not and within the past 7 years has not been the subject of a bankruptcy proceeding
423 if para 1203 applies Purchaser shall not apply for financing in connection with this purchase
424 Each individual comprising Purchaser is over the age of 18 and is purchasing for Purchasers own account (beneficial and of record)
425 Purchaser shall not make any representations to the Corporation contrary to the foregoing and shall provide all documents in support thereof required by the Corporation in connection with Purchasers application for approval of this transaction and
426 there are not now and shall not be at Closing any unpaid tax liens or monetary judgments against Purchaser
43 Each Party covenants that its representations and covenants contained in para 4 shall be true and complete at Closing and except for para 416 shall survive Closing but any action based thereon must be instituted within one year after Closing
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 Corporations 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 Corporations shareholders under Internal Revenue Code (IRC) sect216 (or any successor statute)
6 Required Approval and References
61 This sale is subject to the unconditional consent of the Corporation
62 Purchaser shall in good faith
621 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 or if para 1201 or 1202 applies and the Loan Commitment Letter is required by the Corporation within 3 business days after the earlier of (i) the Loan Commitment Date (defined in para 12 1) or (ii) the date of receipt of the Loan Commitment Letter (defined in para 1812) whether said commitment letter is conditional or unconditional
622 attend (and cause any Proposed Occupant to attend) one or more personal interviews as requested by the Corporation and
623 promptly submit to the Corporation such further references data and documents reasonably requested by the Corporation 63 Either Party after learning of the Corporations 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 Corporations 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 para 63 the Escrowee shall refund the Contract Deposit to Purchaser 64 If such consent is refused or not given due to Purchasers bad faith conduct Purchaser shall be in default and para 131 shall govern 7 Condition of Unit and Personalty Possession 71 Seller makes no representation as to the physical condition or state of repair of the Unit the Personalty the Included Interests or the Premises Purchaser has inspected or waived inspection of the Unit the Personalty and the Included Interests and shall take the same as is as of the date of
this Contract except for reasonable wear and tear However at the time of Closing the appliances shall be in working order and required smoke detector(s) shall be installed and operable 72 At Closing Seller shall deliver possession of the Unit Personalty and Included Interests in the condition required by para 71 broom clean vacant and free of all occupants and rights of possession 8 Risk of Loss 81 The provisions of General Obligations Law Section 5-1311 as modified herein shall apply to this transaction as if it were a sale of realty For purposes of this paragraph the term Unit includes built-in Personalty 82 Destruction shall be deemed material under GOL 5-1311 if the reasonably estimated cost to restore the Unit shall exceed 5 of the Purchase Price 83 In the event of any destruction of the Unit or the Premises when neither legal title nor the possession of the Unit has been transferred to Purchaser Seller shall give Notice of the loss to Purchaser (Loss Notice) by the earlier of the date of Closing or 7 business days after the date of the loss 84 If there is material destruction of the Unit without fault of Purchaser this Contract shall be deemed canceled in accordance with para 163 unless Purchaser elects by Notice to Seller to complete the purchase with an abatement of the Purchase Price or 85 Whether or not there is any destruction of the Unit if without fault of Purchaser more than 10 of the units in the Premises are rendered uninhabitable or reasonable access to the Unit is not available then Purchaser shall have the right to cancel this Contract in accordance with para 163 by Notice to Seller 86 Purchasers Notice pursuant to para 84 or para 85 shall be given within 7 business days following the giving of the Loss Notice except that if Seller does not give a Loss Notice Purchasers Notice may be given at any time at or prior to Closing 87 In the event of any destruction of the Unit Purchaser shall not be entitled to an abatement of the Purchase Price (i) that exceeds the reasonably estimated cost of repair and restoration or (ii) for any loss that the Corporation is obliged to repair or restore but Seller shall assign to Purchaser without recourse Sellers claim if any against the Corporation with respect to such loss 9 Closing Location The Closing shall be held at the location designated by the Corporation or if no such designation is made at the office of Sellers Attorney 10 Closing 101 At Closing Seller shall deliver or cause to be delivered 1011 Sellers certificate for the Shares duly endorsed for transfer to Purchaser or accompanied by a separate duly executed stock power to Purchaser and in either case with any guarantee of Sellers signature required by the Corporation 1012 Sellers counterpart original of the Lease all assignments and assumptions in the chain of title and a duly executed assignment thereof to Purchaser in the form required by the Corporation 1013 FIRPTA documents required by para 25 1014 keys to the Unit building entrance(s) and if applicable garage mailbox storage unit and any locks in the Unit 1015 if requested an assignment to Purchaser of Sellers interest in the Personalty and Included Interests 1016 any documents and payments to comply with para 152 1017 If Seller is unable to deliver the documents required in para 1011 or 1012 then Seller shall deliver or cause to be delivered all documents and payments required by the Corporation for the issuance of anew certificate for the Shares or a new Lease 102 At Closing Purchaser shall 1021 pay the Balance in accordance with para 222 1022 execute and deliver to Seller and the Corporation an agreement assuming the Lease in the form required by the Corporation and 1023 if requested by the Corporation execute and deliver counterparts of a new lease substantially the same as the Lease for the balance of the Lease term in which case the Lease shall be canceled and surrendered to the Corporation together with Sellers assignment thereof to Purchaser
103 At Closing the Parties shall complete and execute all documents necessary 1031 for Internal Revenue Service (IRS) form 1099-S or other similar requirements 1032 to comply with smoke detector requirements and any applicable transfer tax filings and 1033 to transfer Sellers interest if any in and to the Personalty and Included Interests 104 Purchaser shall not be obligated to close unless at Closing the Corporation delivers 1041 to Purchaser a new certificate for the Shares in the name of Purchaser and 1042 a written statement by an officer or authorized agent of the Corporation consenting to the transfer of the Shares and Lease to Purchaser and setting forth the amounts of and payment status of all sums owed by Seller to the Corporation including Maintenance and any Assessments and the dates to which each has been paid 11 Closing Fees Taxes and Apportionments 11 1 At or prior to Closing 1111 Seller shall pay if applicable 11111 the cost of stock transfer stamps and 11112 transfer taxes except as set forth in para 11122 1112 Purchaser shall pay if applicable 11121 any fee imposed by the Corporation relating to Purchasers financing and 11122 transfer taxes imposed by statute primarily on Purchaser (eg the mansion tax) 112 The Flip Tax if any shall be paid by the Party specified in para 119 113 Any fee imposed by the Corporation and not specified in this Contract shall be paid by the Party upon whom such fee is expressly imposed by the Corporation and if no Party is specified by the Corporation then such fee shall be paid by Seller 114 The Parties shall apportion as of 1159 PM of the day preceding the Closing the Maintenance and any other periodic charges due the Corporation (other than Assessments) and STAR Tax Exemption (if the Unit is the beneficiary of same) based on the number of the days in the month of Closing 115 Assessments whether payable in a lump sum or installments shall not be apportioned but shall be paid by the Party who is the owner of the Shares on the date specified by the Corporation for payment Purchaser shall pay any installments payable after Closing provided Seller had the right and elected to pay the Assessment in installments 116 Each Party shall timely pay any transfer taxes for which it is primarily liable pursuant to law by cashiers official bank certified or attorneys escrow check This para 116 shall survive Closing 117 Any computational errors or omissions shall be corrected within 6 months after Closing This para 117 shall survive Closing 12 Broker 121 Each Party represents that such Party has not dealt with any person acting as a broker whether licensed or unlicensed in connection with this transaction other than the Broker(s) named in para 15 122 Seller shall pay the Brokers commission pursuant to a separate agreement The Broker(s) shall not be deemed to be a third-party beneficiary of this Contract 123 This para 12 shall survive Closing cancellation or termination of this Contract 13 Defaults Remedies and Indemnities 131 In the event of a default or misrepresentation by Purchaser Sellers sole and exclusive remedies shall be to cancel this Contract retain the Contract Deposit as liquidated damages and if applicable Seller may enforce the indemnity in para 133 as to brokerage commission or sue under para 134 Purchaser prefers to limit Purchasers exposure for actual damages to the amount of the Contract Deposit which Purchaser agrees constitutes a fair and reasonable amount of compensation for Sellers damages under the circumstances and is not a penalty The principles of real property law shall apply to this liquidated damages provision 132 In the event of a default or misrepresentation by Seller Purchaser shall have such remedies as Purchaser is entitled to at law or in equity including
specific performance because the Unit and possession thereof cannot be duplicated 133 Subject to the provisions of para 43 each Party indemnifies and holds harmless the other against and from any claim judgment loss liability cost or expense resulting from the indemnitors breach of any of its representations or covenants stated to survive Closing cancellation or termination of this Contract Purchaser indemnifies and holds harmless Seller against and from any claim judgment loss liability cost or expense resulting from the Lease obligations accruing from and after the Closing Each indemnity includes without limitation reasonable attorneys fees and disbursements court costs and litigation expenses arising from the defense of any claim and enforcement or collection of a judgment under this indemnity provided the indemnitee is given Notice and opportunity to defend the claim This para 133 shall survive Closing cancellation or termination of this Contract 134 In the event any instrument for the payment of the Contract Deposit fails of collection Seller shall have the right to sue on the uncollected instrument In addition such failure of collection shall be a default under this Contract provided Seller gives Purchaser Notice of such failure of collection and within 3 business days after Notice is given Escrowee does not receive from Purchaser an unendorsed good certified check bank check or immediately available funds in the amount of the uncollected funds Failure to cure such default shall entitle Seller to the remedies set forth in Paragraph 131 and to retain all sums as may be collected andor recovered 14 Entire Agreement Modification 141 All prior oral or written representations understandings and agreements had between the Parties with respect to the subject matter of this Contract and with the Escrowee as to para 27 are merged in this Contract which alone fully and completely expresses the Parties and Escrowees agreement 142 The Attorneys may extend in writing any of the time limitations stated in this Contract Any other provision of this Contract may be changed or waived only in writing signed by the Party or Escrowee to be charged 15 Removal of Liens and Judgments 151 Purchaser shall deliver or cause to be delivered to Seller or Sellers Attorney not less than 10 calendar days prior to the Scheduled Closing Date a Lien and Judgment search except that Liens or Judgments first disclosed in a continuation search shall be reported to Seller within 2 business days after receipt thereof but not later than the Closing Seller shall have the right to adjourn the Closing pursuant to para 16 to remove any such Liens and Judgments Failure by Purchaser to timely deliver such search or continuation search shall not constitute a waiver of Sellers covenants in para 4 as to Liens and Judgments However if the Closing is adjourned solely by reason of untimely delivery of the Lien and Judgment search the apportionments under Paragraph 113 shall be made as of 1159 PM of the day preceding the Scheduled Closing Date in para 115 152 Seller at Sellers expense shall obtain and deliver to the Purchaser the documents and payments necessary to secure the release satisfaction termination and discharge or removal of record of any Liens and Judgments Seller may use any portion of the Purchase Price for such purposes 153 This para 15 shall survive Closing 16 Sellers Inability 161 If Seller shall be unable to transfer the items set forth in para 21 in accordance with this Contract for any reason other than Sellers failure to make a required payment or other willful act or omission then Seller shall have the right to adjourn the Closing for periods not exceeding 60 calendar days in the aggregate but not extending beyond the expiration of Purchasers Loan Commitment Letter if para 1201 or 1202 applies 162 If Seller does not elect to adjourn the Closing or (if adjourned) on the adjourned date of Closing Seller is still unable to perform then unless Purchaser elects to proceed with the Closing without abatement of the Purchase Price either Party may cancel this Contract on Notice to the other Party given at any time thereafter 163 In the event of such cancellation the sole liability of Seller shall be to cause the Contract Deposit to be refunded to Purchaser and to reimburse Purchaser for the actual costs incurred for Purchases lien and title search if any
17 Notices and Contract Delivery 171 Any notice or demand (Notice) shall be in writing and delivered either by hand overnight delivery or certified or registered mail return receipt requested to the Party or and simultaneously in like manner to such Partys Attorney if any and to Escrowee at their respective addresses or to such other address as shall hereafter be designated by Notice given pursuant to this para 17 172 The Contract may be delivered as provided in para 171 or by ordinary mail 173 The Contract or each Notice shall be deemed given and received 1731 on the day delivered by hand 1732 on the business day following the date sent by overnight delivery 1733 on the 5th business day following the date sent by certified or registered mail or 1734 as to the Contract only 3 business days following the date of ordinary mailing 174 A Notice to Escrowee shall be deemed given only upon actual receipt by Escrowee 175 The Attorneys are authorized to give and receive any Notice on behalf of their respective clients 176 Failure or refusal to accept a Notice shall not invalidate the Notice 177 Notice pursuant to parapara 222 and 134 may be delivered by confirmed facsimile to the Partys Attorney and shall be deemed given when transmission is confirmed by senders facsimile machine 18 Financing Provisions 181 The provisions of parapara 181 and 182 are applicable only if para 1201 or 1202 applies 1811 An Institutional Lender is any of the following that is authorized under Federal or New York State law to issue a loan secured by the Shares and Lease and is currently extending similarly secured loan commitments in the county in which the Unit is located a bank savings bank savings and loan association trust company credit union of which Purchaser is a member mortgage banker insurance company or governmental entity 1812 A Loan Commitment Letter is a written offer from an Institutional Lender to make a loan on the Financing Terms (see para 1 2 1) at prevailing fixed or adjustable interest rates and on other customary terms generally being offered by Institutional Lenders making cooperative share loans An offer to make a loan conditional upon obtaining an appraisal satisfactory to the Institutional Lender shall not become a Loan Commitment Letter unless and until such condition is met An offer conditional upon any factor concerning Purchaser (eg sale of current home payment of outstanding debt no material adverse change in Purchasers financial condition etc) is a Loan Commitment Letter whether or not such condition is met Purchaser accepts the risk that and cannot cancel this Contract if any condition concerning Purchaser is not met 182 Purchaser directly or through a mortgage broker registered pursuant to Article 12-D of the Banking Law shall diligently and in good faith 1821 apply only to an Institutional Lender for a loan on the Financing Terms (see para 121) on the form required by the Institutional Lender containing truthful and complete information and submit such application together with such documents as the Institutional Lender requires and pay the applicable fees and charges of the Institutional Lender all of which shall be performed within 5 business days after the Delivery Date 1822 promptly submit to the Institutional Lender such further references data and documents requested by the Institutional Lender and 1823 accept a Loan Commitment Letter meeting the Financing Terms and comply with all requirements of such Loan Commitment Letter (or any other loan commitment letter accepted by Purchaser) and of the Institutional Lender in order to close the loan and 1824 furnish Seller with a copy of the Loan Commitment Letter promptly after Purchasers receipt thereof 1825 Purchaser is not required to apply to more than one Institutional Lender 183 If Paragraph 1201 applies then 1831 provided Purchaser has complied with all applicable provisions of para 182 and this para 183 Purchaser may cancel this Contract as set forth below if
18311 any Institutional Lender denies Purchasers application in writing prior to the Loan Commitment Date (see Paragraph 121) or 18312 a Loan Commitment Letter is not issued by the Institutional Lender on or before the Loan Commitment Date or 18313 any requirement of the Loan Commitment Letter other than one concerning Purchaser is not met (eg failure of the Corporation to execute and deliver the Institutional Lenders recognition agreement or other document financial condition of the Corporation owner occupancy quota etc) or 18314 (i) the Closing is adjourned by Seller or the Corporation for more than 30 business days from the Scheduled Closing Date and (ii) the Loan Commitment Letter expires on a date more than 30 business days after the Scheduled Closing Date and before the new date set for Closing pursuant to this para and (iii) Purchaser is unable in good faith to obtain from the Institutional Lender an extension of the Loan Commitment Letter or a new Loan Commitment Letter on the Financing Terms without paying additional fees to the Institutional Lender unless Seller agrees by Notice to Purchaser within 5 business days after receipt of Purchasers Notice of cancellation on such ground that Seller will pay such additional fees and Seller pays such fees when due Purchaser may not object to an adjournment by Seller for up to 30 business days solely because the Loan Commitment Letter would expire before such adjourned Closing date 1832 Purchaser shall deliver Notice of cancellation to Seller within 5 business days after the Loan Commitment Date if cancellation is pursuant to para 18311 or 18312 and on or prior to the Scheduled Closing Date if cancellation is pursuant to para 18313 or 18314 1833 If cancellation is pursuant to Paragraph 18311 then Purchaser shall deliver to Seller together with Purchasers Notice a copy of the Institutional Lenders written denial of Purchasers loan application If cancellation is pursuant to para 18313 then Purchaser shall deliver to Seller together with Purchasers Notice evidence that a requirement of the Institutional Lender was not met 1834 Seller may cancel this Contract by Notice to Purchaser sent within 5 days after the Loan Commitment Date if Purchaser shall not have sent by then either (i) Purchasers Notice of cancellation or (ii) a copy of the Loan Commitment Letter to Seller which cancellation shall become effective if Purchaser does not deliver a copy of such Loan Commitment Letter to Seller within 10 business days after the Loan Commitment Date 1835 Failure by either Purchaser or Seller to deliver Notice of cancellation as required by this para 183 shall constitute a waiver of the right to cancel under this para 183 1836 If this Contract is canceled by Purchaser pursuant to this para 183 then thereafter neither Party shall have any further rights against or obligations or liabilities to the other by reason of this Contract except that the Contract Deposit shall be promptly refunded to Purchaser and except as set forth in para 12 If this Contract is canceled by Purchaser pursuant to para 18314 then Seller shall reimburse Purchaser for any non-refundable financing and inspection expenses and other sums reimbursable pursuant to para 16 1837 Purchaser cannot cancel this Contract pursuant to 18314 and cannot obtain a refund of the Contract Deposit if the Institutional Lender fails to fund the loan 18371 because a requirement of the Loan Commitment Letter concerning Purchaser is not met (eg Purchasers financial condition or employment status suffers an adverse change Purchaser fails to satisfy a condition relating to the sale of an existing residence etc) or 18372 due to the expiration of a Loan Commitment Letter issued with an expiration date that is not more than 30 business days after the Scheduled Closing Date 19 SingularPlural and JointSeveral The use of the singular shall be deemed to include the plural and vice versa whenever the context so requires If more than one person constitutes Seller or Purchaser their obligations as such Party shall be joint and several 20 No Survival No representation andor covenant contained herein shall survive Closing except as expressly provided Payment of the Balance shall constitute a discharge and release by Purchaser of all of Sellers obligations hereunder except those expressly stated to survive Closing 21 Inspections
Purchaser and Purchasers representatives shall have the right to inspect the Unit within 48 hours prior to Closing and at other reasonable times upon reasonable request to Seller 22 Governing Law and Venue This Contract shall be governed by the laws of the State of New York without regard to principles of conflict of laws Any action or proceeding arising out of this Contract shall be brought in the county or Federal district where the Unit is located and the Parties hereby consent to said venue 23 No Assignment by Purchaser Death of Purchaser 231 Purchaser may not assign this Contract or any of Purchasers rights hereunder Any such purported assignment shall be null and void 232 This Contract shall terminate upon the death of all persons comprising Purchaser and the Contract Deposit shall be refunded to the Purchaser Upon making such refund and reimbursement neither Party shall have any further liability or claim against the other hereunder except as set forth in para 12 24 Cooperation of Parties 241 The Parties shall each cooperate with the other the Corporation and Purchasers Institutional Lender and title company if any and obtain execute and deliver such documents as are reasonably necessary to consummate this sale 242 The Parties shall timely file all required documents in connection with all governmental filings that are required by law Each Party represents to the other that its statements in such filings shall be true and complete This para 242 shall survive Closing 25 FIRPTA The parties shall comply with IRC sectsect 897 1445 and the regulations thereunder as same may be amended (FIRPTA) If applicable Seller shall execute and deliver to purchaser at Closing a Certification of Non-Foreign Status (CNS) or deliver a Withholding Certificate from the IRS If Seller fails to deliver a CNS or a Withholding Certificate Purchaser shall withhold from the Balance and remit to the IRS such sum as may be required by law Seller hereby waives any right of action against Purchaser on account of such withholding and remittance This para 25 shall survive Closing 26 Additional Requirements 261 Purchaser shall not be obligated to close unless all of the following requirements are satisfied at the time of the Closing 2611 the Corporation is in good standing 2612 the Corporation has fee or leasehold title to the Premises whether or not marketable or insurable and 2613 there is no pending in rem action tax certificatelien sale or foreclosure action of any underlying mortgage affecting the Premises 262 If any requirement in para 261 is not satisfied at the time of the Closing Purchaser shall give Seller Notice and if the same is not satisfied within a reasonable period of time thereafter then either Party may cancel this Contract (pursuant to para 163) by Notice 27 Escrow Terms 271 The Contract Deposit shall be deposited by Escrowee in an escrow account as set forth in para 124 and the proceeds held and disbursed in accordance with the terms of this Contract At Closing the Contract Deposit shall be paid by Escrowee to Seller If the Closing does not occur and either Party gives Notice to Escrowee demanding payment of the Contract Deposit Escrowee shall give prompt Notice to the other Party of such demand If Escrowee does not receive a Notice of objection to the proposed payment from such other Party within 10 business days after the giving of Escrowees Notice Escrowee is hereby authorized and directed to make such payment to the demanding party If Escrowee does receive such a Notice of objection within said period or if for any reason Escrowee in good faith elects not to make such payment Escrowee may continue to hold the Contract Deposit until otherwise directed by a joint Notice by the Parties or a final non-appealable judgment order or decree of a court of competent jurisdiction However Escrowee shall have the right at any time to deposit the Contract Deposit and the interest thereon if any with the clerk of a court in the county as set forth in para 22 and shall give Notice of such deposit to each Party Upon disposition of the Contract Deposit and
interest thereon if any in accordance with this para 27 Escrowee shall be released and discharged of all escrow obligations and liabilities 272 The Party whose Attorney is Escrowee shall be liable for loss of the Contract Deposit If the Escrowee is Sellers attorney then Purchaser shall be credited with the amount of the contract Deposit at Closing 273 Escrowee will serve without compensation Escrowee is acting solely as a stakeholder at the Parties request and for their convenience Escrowee shall not be liable to either Party for any act or omission unless it involves bad faith willful disregard of this Contract or gross negligence In the event of any dispute Seller and Purchaser shall jointly and severally (with right of contribution) defend (by attorneys selected by Escrowee) indemnify and hold harmless Escrowee from and against any claim judgment loss liability cost and expenses incurred in connection with the performance of Escrowees acts or omissions not involving bad faith willful disregard of this Contract or gross negligence This indemnity includes without limitation reasonable attorneys fees either paid to retain attorneys or representing the fair value of legal services rendered by Escrowee to itself and disbursements court costs and litigation expenses 274 Escrowee acknowledges receipt of the Contract Deposit by check subject to collection
275 Escrowee agrees to the provisions of this para 27 276 If Escrowee is the Attorney for a Party Escrowee shall be permitted to represent such Party in any dispute or lawsuit 277 This para 27 shall survive Closing cancellation or termination of this Contract 28 Margin Headings The margin headings do not constitute part of the text of this Contract 29 Miscellaneous This Contract shall not be binding unless and until Seller delivers a fully executed counterpart of this Contract to Purchaser (or Purchasers Attorney) pursuant to para 172 and 173 This Contract shall bind and inure to the benefit of the Parties hereto and their respective heirs personal and legal representatives and successors in interest 30 Lead Paint If applicable the complete and fully executed Disclosure of Information on Lead Based Paint and or Lead-Based Paint Hazards is attached hereto and made a part hereof
In Witness Whereof the Parties hereto have duly executed this Contract as of the date first above written
ESCROW TERMS AGREED TO SELLER PURCHASER GIDDINS CLAMAN LLP ESCROWEE
Rider to and Part of Contract of Sale Between as Seller and as Purchaser for Unit at New York NY
31 Purchasers Additional Representations and Covenants 3 11 Supplementing para 42 of the Contract Purchaser also represents and covenants that 3111 Purchaser has and will at Closing have available unencumbered cash and cash equivalents (including publicly traded securities) in a sum at least equal to (and having a then current value of) the Balance and 3112 Purchaser has and will at and immediately following the Closing have a positive net worth 312 the Maintenance and the monthly amount of the Assessment (if any) do not aggregate more than 25 of the current total gross monthly income of the individuals comprising the Purchaser
313 (if para 1201 or para 1202 applies) the monthly debt service (interest and amortization of principal if any) of the proposed financing together with the Maintenance and the monthly Assessment amount (if any) do not aggregate more than 35 of said current total gross monthly income 32 Supplementing paragraph 4 1 Seller has no actual knowledge of a material default or condition which the Lessee is required to cure under the Lease and which remains uncured If prior to Closing Seller acquires knowledge of a such default or condition which the Lessee would be required to cure then Seller shall cure same at or prior to Closing This provision shall not survive closing
The Parties have duly executed this Rider as of the same date as the Contract SELLER PURCHASER ______________________________ _______________________________
Note This form is intended to deal with matters common to most transactions
involving the sale of a condominium unit Provisions should be added altered or
deleted to suit the circumstances of a particular transaction No representation is
made that this form of contract complies with Section 5-702 of the General
Obligations Law (ldquoPlain Language Lawrdquo)
CONSULT YOUR LAWYER BEFORE SIGNING THIS AGREEMENT
Contract of Sale - Condominium Unit
Agreement made as of 2010 between residing at Street Apt
New York NY (ldquoSellerrdquo) and residing at (ldquoPurchaserrdquo)
1 Unit Seller agrees to sell and convey and Purchaser agrees to purchase Unit
No (ldquoUnitrdquo) in the building (ldquoBuildingrdquo) known as Condominium
(ldquoCondominiumrdquo) and located at New York NY New York together with a
XXXXX percent undivided interest in the Common Elements (as defined in para 6)
appurtenant thereto all upon and subject to the terms and conditions set forth herein The
Unit shall be as designated in the Declaration of Condominium Ownership (as the same
may be amended from time to time the ldquoDeclarationrdquo) of the Condominium recorded in
New York County New York or the By-Laws (as the same may be amended from time
to time the ldquoBy-Lawsrdquo) of the Condominium
2 Personal Property (a) The sale includes all of Sellerrsquos right title and
interest if any in and to
(i) the refrigerators freezers ranges ovens built-in microwave
ovens dishwashers washing machines clothes dryers cabinets and counters lighting
and plumbing fixtures chandeliers air conditioning equipment venetian blinds shades
screens storm windows and other window treatments wall-to-wall carpeting
bookshelves switchplates door hardware and mirrors built-ins and articles of property
and fixtures attached to or appurtenant to the Unit except those listed in subpara 2(b) all
of which included property and fixtures are represented to be owned by Seller free and
clear of all liens and encumbrances other than those encumbrances (ldquoPermitted
Exceptionsrdquo) set forth on Schedule A annexed hereto and made a part hereof (strike out
inapplicable items) to the extent any of the foregoing exist in the Unit on the date
hereof and
- 2 -
(ii)
(b) Excluded from this sale are
(i) furniture and furnishings (other than as specifically provided
in this Contract) and
(ii)
(c) The property referred to in subpara 2(a)(i) and (ii) may not be
purchased if title to the Unit is not conveyed hereunder
3 Purchase Price (a) The purchase price (ldquoPurchase Pricerdquo) is $
payable as follows
(i) $ (ldquoDownpaymentrdquo) on the signing of this Contract by
good check subject to collection the receipt of which is hereby acknowledged to be held
in escrow pursuant to para 16 and
(ii) $ constituting the balance of the Purchase Price by
certified check of Purchaser or official bank check (except as otherwise provided in this
Contract) on the delivery of the deed as hereinafter provided
(b) All checks in payment of the Purchase Price shall represent United
States currency and be drawn on or issued by a bank or trust company authorized to
accept deposits in New York State All checks in payment of the Downpayment shall be
payable to the order of Escrowee (as hereinafter defined) All checks in payment of the
balance of the Purchase Price shall be payable to the order of Seller (or as Seller
otherwise directs pursuant to subparas 6(a)(viii) or 18(b))
(c) Except for the Downpayment and checks aggregating not more than
one-half of one percent of the Purchase Price One Thousand Dollars ($100000)
including payment for closing adjustments all checks delivered by Purchaser shall be
certified or official bank checks as hereinabove provided
4 Closing of Title The closing documents referred to in para 6 shall be
delivered and payment of the balance of the Purchase Price shall be made at the closing
of title (ldquoClosingrdquo) to be held on or about at AM at the offices of
Giddins Claman LLP 675 Third Avenue 29th
Floor New York NY or at the office
of Purchaserrsquos lending institution or its counsel provided however that such office is
located in either the City or County in which either (a) Sellerrsquos attorney maintains an
office or (b) the Unit is located
5 Representations Warranties and Covenants Seller represents warrants
and covenants that
- 3 -
(a) Seller is the sole owner of the Unit and the property referred to in
subpara 2(a) and Seller has the full right power and authority to sell convey and transfer
the same
(b) The common charges (excluding separately billed utility charges) for
the Unit on the date hereof are $xxxxx per month
(c) Seller has not received any written notice of any intended assessment
or increase in common charges not reflected in subpara 5(b) Purchaser acknowledges
that it will not have the right to cancel this Contract in the event of the imposition of any
assessment or increase in common charges after the date hereof of which Seller has not
heretofore received written notice
(d) The real estate taxes for the Unit for the fiscal year of ________
through ________ are $_________ Purchaser may verify the real estate taxes on the
website of the New York City Department of Finance A printout from the website
is attached
(e) Seller is not a ldquosponsorrdquo or a nominee of a ldquosponsorrdquo under any plan of
condominium organization affecting the Unit
(f) All refrigerators freezers ranges dishwashers washing machines
clothes dryers and air conditioning equipment included in this sale will be in working
order at the time of Closing
(g) If a copy is attached to this Contract the copy of the Certificate of
Occupancy covering the Unit is a true and correct copy and
(h) Seller is not a ldquoforeign personrdquo as defined in para 17 (If inapplicable
delete and provide for compliance with Code Withholding Section as defined in para
17)
6 Closing Documents (a) At the Closing Seller shall deliver to Purchaser the
following
(i) Bargain and sale deed With covenant against grantorrsquos acts
(ldquoDeedrdquo) complying with RPL sect 339-o and containing the covenant required by LL sect
13(5) conveying to Purchaser title to the Unit together with its undivided interest in the
Common Elements (as such term is defined in the Declaration and which term shall be
deemed to include Sellerrsquos right title and interest in any limited common elements
attributable to or used in connection with the Unit) appurtenant thereto free and clear of
all liens and encumbrances other than Permitted Exceptions The Deed shall be executed
and acknowledged by Seller and if requested by the Condominium executed and
acknowledged by Purchaser in proper statutory form for recording
- 4 -
(ii) If a corporation and if required pursuant to BCL sect 909 Seller
shall deliver to Purchaser (1) a resolution of its board of directors authorizing the delivery
of the Deed and (2) a certificate executed by an officer of such corporation certifying as
to the adoption of such resolution and setting forth facts demonstrating that the delivery
of the Deed is in conformity with the requirements of BCL sect 909 The Deed shall also
contain a recital sufficient to establish compliance with such law
(iii) A waiver of right of first refusal of the board of managers of
the Condominium (ldquoBoardrdquo) if required in accordance with para 8
(iv) A statement by the Condominium or its managing agent that
the common charges and any assessments then due and payable the Condominium have
been paid to the date of the Closing
(v) All keys to the doors of and mailbox for the Unit
(vi) Such affidavits andor other evidence as the title company
(ldquoTitle Companyrdquo) from which Purchaser has ordered a title insurance report and which
is authorized to do business in New York State shall reasonably require in order to omit
from its title insurance policy all exceptions for judgments bankruptcies or other returns
against Seller and persons or entities whose names are the same as or are similar to
Sellerrsquos name
(vii) New York City Real Property Transfer Tax Return if
applicable and New York State Real Estate Transfer Tax Return prepared executed and
acknowledged by Seller in proper form for submission
(viii) Checks in payment of all applicable real property transfer
taxes except a transfer tax which by law is primarily imposed on the purchaser
(ldquoPurchaser Transfer Taxrdquo) due in connection with the sale In lieu of delivery of such
checks Seller shall have the right upon reasonable prior notice to Purchaser to cause
Purchaser to deliver said checks at the Closing and to credit the amount thereof against
the balance of the Purchase Price Seller shall pay the additional transfer taxes if any
payable after the Closing by reason of the conveyance of the Unit which obligation shall
survive the Closing
(ix) Certification that Seller is not a foreign person pursuant to
para 17 or a withholding certificate from the Internal Revenue Service (If inapplicable
delete and provide for compliance with Code Section as defined in para 17) and
(x) Affidavit that a single station smoke detecting alarm device is
installed pursuant to New York Executive Law sect378(5)
(b) At the Closing Purchaser shall deliver to Seller the following
- 5 -
(i) Checks in payment of (y) the balance of the Purchase Price in
accordance with subpara 3(b) and (z) any Purchaser Transfer Tax
(ii) If required by the Declaration or By-Laws power of attorney
to the Board prepared by Seller in the form required by the Condominium The power of
attorney shall be executed and acknowledged by Purchaser and after being recorded
shall be sent to the Condominium
(iii) New York City Real Property Transfer Tax Return executed
and acknowledged by Purchaser and an Affidavit in Lieu of Registration pursuant to New
York Multiple Dwelling Law each in proper form for submission if applicable and
(iv) If required New York State Equalization Return executed
and acknowledged by Purchaser in proper form for submission
(c) It is a condition of Purchaserrsquos obligation to close title hereunder that
(i) All notes or notices of violations of law or governmental
orders ordinances or requirements affecting the Unit and noted or issued by any
governmental department agency or bureau having jurisdiction which were noted or
issued on or prior to the date hereof shall have been cured by Seller
(ii) Any written notice to Seller from the Condominium (or its
duly authorized representative) that the Unit is in violation of the Declaration By-Laws
or rules and regulations of the Condominium shall have been cured and
(iii) The Condominium is a valid condominium created pursuant
to RPL Art 9-B and the Title Company will so insure
7 Closing Adjustments (a) The following adjustments shall be made as of
1159 PM of the day before the Closing
(i) Real estate taxes and water charges and sewer rents if
separately assessed on the basis of the fiscal period for which assessed except that if
there is a water meter with respect to the Unit apportionment shall be based on the last
available reading subject to adjustment after the Closing promptly after the next reading
is available provided however that in the event real estate taxes have not as of the date
of Closing been separately assessed to the Unit real estate taxes shall be apportioned on
the same basis as provided in the Declaration or By-Laws or in the absence of such
provision based upon the Unitrsquos percentage interest in the Common Elements
(ii) Common charges of the Condominium and
(iii) If fuel is separately stored with respect to the Unit only the
value of fuel stored with respect to the Unit at the price then charged by Sellerrsquos supplier
- 6 -
(as determined by a letter or certificate to be obtained by Seller from such supplier)
including any sales taxes
(b) If at the time of Closing the Unit is affected by an assessment which is
or may become payable in installments then for the purposes of this Contract only the
unpaid installments which are then due shall be considered due and are to be paid by
Seller at the Closing All subsequent installments at the time of Closing shall be the
obligation of Purchaser
(c) Any errors or omissions in computing closing adjustments shall be
corrected This subpara 7(c) shall survive the Closing
(d) If the Unit is located in the City of New York the ldquocustoms in respect
to title closingsrdquo recommended by The Real Estate Board of New York Inc as amended
and in effect on the date of Closing shall apply to the adjustments and other matters
therein mentioned except as otherwise provided herein
8 Right of First Refusal If so provided in the Declaration or By-Laws this
sale is subject to and conditioned upon the waiver of a right of first refusal to purchase
the Unit held by the Condominium and exercisable by the Board Seller agrees to give
notice promptly to the Board of the contemplated sale of the Unit to Purchaser which
notice shall be given in accordance with the terms of the Declaration and By-Laws and
Purchaser agrees to provide promptly all applications information and references
reasonably requested by the Board If the Board shall exercise such right of first refusal
Seller shall promptly refund to Purchaser the Downpayment (which term for all purposes
of this Contract shall be deemed to include interest if any earned thereon) and upon the
making of such refund this Contract shall be deemed cancelled and of no further force or
effect and neither party shall have any further rights against or obligations or liabilities
to the other by reason of this Contract If the Board shall fail to exercise such right of
first refusal within the time and in the manner provided for in the Declaration or By-Laws
or shall declare in writing its intention not to exercise such right of first refusal (a copy of
which writing shall be delivered to Purchaser promptly following receipt thereof) the
parties hereto shall proceed with this sale in accordance with the provisions of this
Contract
9 Processing Fee Seller shall at the Closing pay all fees and charges payable
to the Condominium (andor its managing agent) in connection with this sale and
customarily charged to Sellers by the Condominium including without limitation
any processing fee the legal fees if any of the Condominiumrsquos attorney in connection
with this sale and unless otherwise agreed to by Seller and Purchaser in writing all ldquoflip
taxesrdquo transfer or entrance fees or similar charges if any payable to or for the
Condominium or otherwise for the benefit of the Condominium unit owners which arise
by reason of this sale Purchaser shall pay all fees customarily charged to Purchasers
by the Condominium or Managing Agent
- 7 -
10 No Other Representations Purchaser has examined and is satisfied with the
Declaration By-Laws and rules and regulations of the Condominium or has waived the
examination thereof Purchaser has inspected the Unit its fixtures appliances and
equipment and the personal property if any included in this sale as well as the Common
Elements of the Condominium and knows the condition thereof and subject to subpara
5(f) agrees to accept the same ldquoas isrdquo ie in the condition they are in on the date hereof
subject to normal use wear and tear between the date hereof and the Closing Purchaser
has examined or waived examination of the last audited financial statements of the
Condominium and has considered or waived consideration of all other matters pertaining
to this Contract and to the purchase to be made hereunder and does not rely on any
representations made by any broker or by Seller or anyone acting or purporting to act on
behalf of Seller as to any matters which might influence or affect the decision to execute
this Contract or to buy the Unit or said personal property except those representations
and warranties which are specifically set forth in this Contract
11 Possession Seller shall prior to the Closing remove from the Unit all
furniture furnishings and other personal property not included in this sale shall repair
any damage caused by such removal and shall deliver exclusive possession of the Unit at
the Closing vacant broom-clean and free of tenancies or other rights of use or
possession
12 Access Seller shall permit Purchaser and its architect decorator or other
authorized persons to have the right of access to the Unit between the date hereof and the
Closing for the purpose of inspecting the same and taking measurements at reasonable
times and upon reasonable prior notice to Seller (by telephone or otherwise) Further
Purchaser shall have the right to inspect the Unit at a reasonable time during the 24-hour
period immediately preceding the Closing
13 Defaults and Remedies (a) If Purchaser defaults hereunder Sellerrsquos sole
remedy shall be to retain the Downpayment as liquidated damages it being agreed that
Sellerrsquos damages in case of Purchaserrsquos default might be impossible to ascertain and that
the Downpayment constitutes a fair and reasonable amount of damages under the
circumstances and is not a penalty
(b) If Seller defaults hereunder Purchaser shall have such remedies as
Purchaser shall be entitled to at law or in equity including but not limited to specific
performance
14 Notices Any notice request or other communication (ldquoNoticerdquo) given or
made hereunder (except for the notice required by para 12) shall be in writing and either
(a) sent by any of the parties hereto or their respective attorneys by registered or certified
mail return receipt requested postage prepaid or (b) delivered in person or by overnight
courier with receipt acknowledged to the address given at the beginning of this Contract
for the party to whom the Notice is to be given or to such other address for such party as
said party shall hereafter designate by Notice given to the other party pursuant to this
- 8 -
para 14 or (c) with respect to para 6(a)(viii) or para 18(b) sent by fax to the partyrsquos
attorney Each Notice mailed shall be deemed given on the third business day following
the date of mailing the same and each Notice delivered in person or by overnight courier
shall be deemed given when delivered A copy of each notice sent to a party shall also be
sent to the partyrsquos attorney Each notice sent by fax shall be deemed given when
transmission is confirmed by the senders fax machine The attorneys for the parties are
hereby authorized to give and receive on behalf of their clients all Notices and deliveries
15 Purchaserrsquos Lien The Downpayment and all other sums paid on account of
this Contract and the reasonable expenses of the examination of title to and departmental
violation searches in respect of the Unit are hereby made a lien upon the Unit but such
lien shall not continue after default by Purchaser hereunder
16 Downpayment in Escrow (a) Sellerrsquos attorney (ldquoEscroweerdquo) shall hold the
Downpayment in escrow in a segregated bank account at the depository identified at the
end of this Contract until Closing or sooner termination of this Contract and shall pay
over or apply the Downpayment in accordance with the terms of this para 16 Escrowee
shall hold the Downpayment in a(n) interest-bearing Escrow account for the benefit of
the parties If interest is held for the benefit of the parties it shall be paid to the party
entitled to the Downpayment and the party receiving the interest shall pay any income
taxes thereon If interest is not held for the benefit of the parties the Downpayment shall
be placed in an IOLA account or as otherwise permitted or required by law The Social
Security or Federal Identification numbers of the parties shall be furnished to Escrowee
upon request At Closing the Downpayment shall be paid by Escrowee to Seller If for
any reason Closing does not occur and either party gives Notice (as defined in paragraph
14) to Escrowee demanding payment of the Downpayment Escrowee shall give prompt
Notice to the other party of such demand If Escrowee does not receive Notice of
objection from such other party to the proposed payment within 10 business days after
the giving of such Notice Escrowee is hereby authorized and directed to make such
payment If Escrowee does receive such Notice of objection within such 10 day period or
if for any other reason Escrowee in good faith shall elect not to make such payment
Escrowee shall continue to hold such amount until otherwise directed by Notice from the
parties to this Contract or a final nonappealable judgment order or decree of a court
However Escrowee shall have the right at any time to deposit the Downpayment with the
clerk of a court in the county in which the Unit is located and shall give Notice of such
deposit to Seller and Purchaser Upon such deposit or other disbursement in accordance
with the terms of this para 16 Escrowee shall be relieved and discharged of all further
obligations and responsibilities hereunder
(b) The parties acknowledge that Escrowee is acting solely as a
stakeholder at their request and for their convenience and that Escrowee shall not be
liable to either party for any act or omission on its part unless taken or suffered in bad
faith or in willful disregard of this Contract or involving gross negligence on the part of
Escrowee Seller and Purchaser jointly and severally (with right of contribution) agree to
- 9 -
defend (by attorneys selected by Escrowee) indemnify and hold Escrowee harmless from
and against all costs claims and expenses (including reasonable attorneysrsquo fees) incurred
in connection with the performance of Escroweersquos 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 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 Escroweersquos agreement to the provisions of this para 16 by signing in
the place indicated in this Contract
(e) Escrowee or any member of its firm shall be permitted to act as
counsel for Seller in any dispute as to the disbursement of the Downpayment or any other
dispute between the parties whether or not Escrowee is in possession of the
Downpayment and continues to act as Escrowee
(f) The party whose attorney is Escrowee shall be liable for loss of the
Downpayment
17 FIRPTA Seller represents and warrants to Purchaser that Seller is not a
ldquoforeign personrdquo as defined in IRC sect 1445 as amended and the regulations issued
thereunder (ldquoCode Withholding Sectionrdquo) At the Closing Seller shall deliver to
Purchaser a certificate stating that Seller is not a foreign person in the form then required
by the Code Withholding Section or a withholding certificate from the Internal Revenue
Service In the event Seller fails to deliver the aforesaid certificate or in the event that
Purchaser is not entitled under the Code Withholding Section to rely on such certificate
Purchaser shall deduct and withhold from the Purchase Price a sum equal to 10 thereof
and shall at Closing remit the withheld amount with the required forms to the Internal
Revenue Service
18 Title Report Acceptable Title (a) Purchaser shall promptly after the date
hereof or after receipt of the mortgage commitment letter if applicable order a title
insurance report from the Title Company Promptly after receipt of the title report and
thereafter of any continuations thereof and supplements thereto Purchaser shall forward a
copy of each such report continuation or supplement to the attorney for Seller Purchaser
shall further notify Sellerrsquos attorney of any other objections to title not reflected in such
title report of which Purchaser becomes aware following the delivery of such report
reasonably promptly after becoming aware of such objections
(b) Any unpaid taxes assessments water charges and sewer rents
together with the interest and penalties thereon to a date not less than two days following
- 10 -
the date of Closing and any other liens and encumbrances which Seller is obligated to
pay and discharge or which are against corporations estates or other persons in the chain
of title together with the cost of recording or filing any instruments necessary to
discharge such liens and encumbrances of record may be paid out of the proceeds of the
monies payable at the Closing if Seller delivers to Purchaser at the Closing official bills
for such taxes assessments water charges sewer rents interest and penalties and
instruments in recordable form sufficient to discharge any other liens and encumbrances
of record Upon request made a reasonable time before the Closing Purchaser shall
provide at the Closing separate checks for the foregoing payable to the order of the holder
of any such lien charge or encumbrance and other wise complying with subpara 3(b) If
the Title Company is willing to insure Purchaser that such charges liens and
encumbrances will not be collected out of or enforced against the Unit and is willing to
insure the lien of Purchaserrsquos Institutional Lender (as hereinafter defined) free and clear
of any such charges liens and encumbrances then Seller shall have the right in lieu of
payment and discharge to deposit with the Title Company such funds or to give such
assurances or to pay such special or additional premiums as the Title Company may
require in order to so insure In such case the charges liens and encumbrances with
respect to which the Title Company has agreed so to insure shall not be considered
objections to title
(c) Seller shall convey and Purchaser shall accept fee simple title to the
Unit in accordance with the terms of this Contract subject only to (a) the Permitted
Exceptions and (b) such other matters as (i) the Title Company or any other title insurer
licensed to do business by the State of New York shall be willing without special or
additional premium to omit as exceptions to coverage or to except with insurance against
collection out of or enforcement against the Unit and (ii) shall be accepted by any lender
which has committed in writing to provide mortgage financing to Purchaser for the
purchase of the Unit (ldquoPurchaserrsquos Institutional Lenderrdquo) except that if such
acceptance by Purchaserrsquos Institutional Lender is unreasonably withheld or delayed such
acceptance shall be deemed to have been given
(d) Notwithstanding any contrary provisions in this Contract express or
implied or any contrary rule of law or custom if Seller shall be unable to convey the
Unit in accordance with this Contract (provided that Seller shall release discharge or
otherwise cure at or prior to Closing any matter created by Seller after the date hereof and
any existing mortgage unless this sale is subject to it) and if Purchaser elects not to
complete this transaction without abatement of the Purchase Price the sole obligation and
liability of Seller shall be to refund the Downpayment to Purchaser together with the
reasonable cost of the examination of title to and departmental violation searches in
respect of the Unit and upon the making of such refund and payment this Contract shall
be deemed cancelled and of no further force or effect and neither party shall have any
further rights against or obligations or liabilities to the other by reason of this Contract
However nothing contained in this subpara 18(d) shall be construed to relieve Seller
from liability due to a willful default
- 11 -
19 Risk of Loss Casualty (a) The risk of loss or damage to the Unit or the
personal property included in this sale by fire or other casualty until the earlier of the
Closing or possession of the Unit by Purchaser is assumed by Seller but without any
obligation of Seller to repair or replace any such loss or damage unless Seller elects to do
so as hereinafter provided Seller shall notify Purchaser of the occurrence of any such
loss or damage to the Unit or the personal property included in this sale within 10 days
after such occurrence or by the date of Closing whichever first occurs and by such
notice shall state whether or not Seller elects to repair or restore the Unit andor the
personal property as the case may be If Seller elects to make such repairs and
restorations Sellerrsquos notice shall set forth an adjourned date for the Closing which shall
be not more than 60 days after the date of the giving of Sellerrsquos notice If Seller either
does not elect to do so or having elected to make such repairs and restorations fails to
complete the same on or before said adjourned date for the Closing Purchaser shall have
the following options
(i) To declare this Contract cancelled and of no further force or
effect and receive a refund of the Downpayment in which event neither party shall
thereafter have any further rights against or obligations or liabilities to the other by
reason of this Contract or
(ii) To complete the purchase in accordance with this Contract
without reduction in the Purchase Price except as provided in the next sentence If Seller
carries hazard insurance covering such loss or damage Seller shall turn over to Purchaser
at the Closing the net proceeds actually collected by Seller under the provisions of such
hazard insurance policies to the extent that they are attributable to loss of or damage to
any property included in this sale less any sums theretofore expended by Seller in
repairing or replacing such loss or damage or in collecting such proceeds and Seller shall
assign (without recourse to Seller) Sellerrsquos right to receive any additional insurance
proceeds which are attributable to the loss of or damage to any property included in this
sale
(b) If Seller does not elect to make such repairs and restorations
Purchaser may exercise the resulting option under (i) or (ii) of (a) above only by notice
given to Seller within 10 days after receipt of Sellerrsquos notice If Seller elects to make such
repairs and restorations and fails to complete the same on or before the adjourned closing
date Purchaser may exercise either of the resulting options within 10 days after the
adjourned closing date
(c) In the event of any loss of or damage to the Common Elements which
materially and adversely affects access to or use of the Unit arising after the date of this
Contract but prior to the Closing Seller shall notify Purchaser of the occurrence thereof
within 10 days after such occurrence or by the date of Closing whichever occurs first in
which event Purchaser shall have the following options
- 12 -
(i) To complete the purchase in accordance with this Contract
without reduction in the Purchase Price or
(ii) To adjourn the Closing until the first to occur of (1)
completion of the repair and restoration of the loss or damage to the point that there is no
longer a materially adverse effect on the access to or use of the Unit or (2) the 60th day
after the date of the giving of Sellerrsquos aforesaid notice In the event Purchaser elects to
adjourn the Closing as aforesaid and such loss or damage is not so repaired and restored
within 60 days after the date of the giving of Sellerrsquos aforesaid notice then Purchaser
shall have the right either to (x) complete the purchase in accordance with this Contract
without reduction in the Purchase Price or (y) declare this Contract cancelled and of no
further force or effect and receive a refund of the Downpayment in which latter event
neither party shall thereafter have any further rights against or obligations or liabilities
to the other by reason of this Contract
(d) In the event of any loss of or damage to the Common Elements which
does not materially and adversely affect access to or use of the Unit Purchaser shall
accept title to the Unit in accordance with this Contract without abatement of the
Purchase Price
20 Internal Revenue Service Reporting Requirement Each party shall
execute acknowledge and deliver to the other party such instruments and take such other
actions as such other party may reasonably request in order to comply with IRC sect
6045(e) as amended or any successor provision or any regulations promulgated pursuant
thereto insofar as the same requires reporting of information in respect of real estate
transactions The provisions of this para 20 shall survive the Closing The parties
designate _________________________________ as the attorney responsible for
reporting this information as required by law
21 Broker Seller and Purchaser represent and warrant to each other that the only
real estate broker with whom they have dealt in connection with this Contract and the
transaction set forth herein is ______________________________ and that they know of
no other real estate broker who has claimed or may have the right to claim a commission
in connection with this transaction The commission of such real estate broker shall be
paid by Seller pursuant to separate agreement If no real estate broker is specified above
the parties acknowledge that this Contract was brought about by direct negotiation
between Seller and Purchaser and each represents to the other that it knows of no real
estate broker entitled to a commission in connection with this transaction Seller and
Purchaser shall indemnify and defend each other against any costs claims or expenses
(including reasonable attorneysrsquo fees) arising out of the breach on their respective parts of
any representation warranty or agreement contained in this para 21 The provisions of
this para 21 shall survive the Closing or if the Closing does not occur the termination of
this Contract
- 13 -
22 Mortgage Commitment Contingency (Delete paragraph if inapplicable) (a)
The obligation of Purchaser to purchase under this Contract is conditioned upon issuance
on or before ____________ days after a fully executed copy of this Contract is given to
Purchaser or Purchaserrsquos attorney in the manner set forth in paragraph 14 or
subparagraph 22(k) (the ldquoCommitment Daterdquo) 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 Purchasers sole cost and expense of $______________ for a term of at least _______
years (or such lesser sum or shorter term as Purchaser shall be willing to accept) at the
prevailing fixed or adjustable rate of interest and on other customary commitment terms
(the ldquoCommitmentrdquo) To the extent a Commitment is conditioned on the sale of
Purchaserrsquos current home payment of any outstanding debt no material adverse change
in Purchaserrsquos 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 Lenderrsquos approval of an appraisal shall not be deemed a ldquoCommitmentrdquo
hereunder until an appraisal is approved (and if that does not occur before the
Commitment Date Purchaser may cancel under subparagraph 22(e) unless the
Commitment Date is extended) Purchaserrsquos 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 Purchaserrsquos
election more than one Institutional Lender for such mortgage loan (ii) furnish accurate
and complete information regarding Purchaser and members of Purchaserrsquos 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 22(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 (ldquoMortgage Brokerrdquo) shall constitute full compliance with
the terms and conditions set forth in subparagraph 22(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 22
- 14 -
(e) If no Commitment is issued by the 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 22(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 22
(f) If this Contract is canceled by Purchaser pursuant to subparagraphs
22(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 21
(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 22(a) then Purchaser shall be deemed to have waived
Purchaserrsquos right to cancel this Contract and to receive a refund of the Downpayment by
reason of the contingency contained in this paragraph 22
(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 of its obligations under this
paragraph 22) and except as set forth in paragraph 21
(i) The attorneys for the parties are hereby authorized to give and receive
on behalf of their clients all Notices and deliveries under this paragraph 22
(j) For purposes of this Contract the term ldquoInstitutional Lenderrdquo 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
(k) For purposes of subparagraph (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
- 15 -
23 Gender Etc As used in this Contract the neuter includes the masculine and
feminine the singular includes the plural and the plural includes the singular as the
context may require
24 Entire Contract All prior understandings and agreements between Seller and
Purchaser are merged in this Contract and this Contract supersedes any and all
understandings and agreements between the parties and constitutes the entire agreement
between them with respect to the subject matter hereof
25 Captions The captions in this Contract are for convenience and reference
only and in no way define limit or describe the scope of this Contract and shall not be
considered in the interpretation of this Contract or any provision hereof
26 No Assignment by Purchaser Purchaser may not assign this Contract or any
of Purchaserrsquos rights hereunder
27 Successors and Assigns Subject to the provisions of para 26 the provisions
of this Contract shall bind and inure to the benefit of both Purchaser and Seller and their
respective distributees executors administrators heirs legal representatives successors
and permitted assigns
28 No Oral Changes This Contract cannot be changed or terminated orally Any
changes or additional provisions must be set forth in a rider attached hereto or in a
separate written agreement signed by both parties to this Contract
29 Contract Not Binding Until Signed This Contract shall not be binding or
effective until properly executed and delivered by Seller and Purchaser
30 Lead-Based Paint If applicable the complete and fully executed disclosure
of information on lead-based paint andor lead-based paint hazards is attached hereto and
made a part hereof
IN WITNESS WHEREOF the parties hereto have duly executed this Contract
on the day and year first above written
Seller Purchaser
_________________________________ ____________________________________
- 16 -
Agreed to as to para 16 ________________________________
Giddins Claman LLP Escrowee
Escrow Depository
Address
SCHEDULE A - Permitted Exceptions
1 Zoning laws and regulations and landmark historic or wetlands designation
which are not violated by the Unit and which are not violated by the Common Elements
to the extent that access to or use of the Unit would be materially and adversely affected
2 Consents for the erection of any structure or structures on under or above any
street or streets on which the Building may abut
3 The terms burdens covenants restrictions conditions easements and rules
and regulations set forth in the Declaration By-Laws and rules and regulations of the
Condominium the Power of Attorney from Purchaser to the board of managers of the
Condominium and the floor plans of the Condominium all as may be amended from time
to time
4 Rights of utility companies to lay maintain install and repair pipes lines
poles conduits cable boxes and related equipment on over and under the Building and
Common Elements provided that none of such rights imposes any monetary obligation
on the owner of the Unit or materially interferes with the use of or access to the Unit
5 Encroachments of stoops areas cellar steps trim cornices lintels window
sills awnings canopies ledges fences hedges coping and retaining walls projecting
from the Building over any street or highway or over any adjoining property and
encroachments of similar elements projecting from adjoining property over the Common
Elements
6 Any state of facts which an accurate survey or personal inspection of the
Building Common Elements or Unit would disclose provided that such facts do not
prevent the use of the Unit for dwelling purposes For the purposes of this Contract none
of the facts shown on the survey if any identified below shall be deemed to prevent the
use of the Unit for dwelling purposes and Purchaser shall accept title subject thereto
- 17 -
The survey referred to in No 6 above was prepared by
___________________________ dated _____________________ and last revised
____________________
7 The lien of any unpaid common charge real estate tax water charge sewer
rent or vault charge provided the same are paid or apportioned at the Closing as herein
provided
8 The lien of any unpaid assessments to the extent of installments thereof
payable after the Closing
9 Liens encumbrances and title conditions affecting the Common Elements
which do not materially and adversely affect the right of the Unit owner to use and enjoy
the Common Elements
10 Notes or notices of violations of law or governmental orders ordinances or
requirements (a) affecting the Unit and noted or issued subsequent to the date of this
Contract by any governmental department agency or bureau having jurisdiction and (b)
any such notes or notices affecting only the Common Elements which were noted or
issued prior to or on the date of this Contract or at any time hereafter
11 Any other matters or encumbrances subject to which Purchaser is required to
accept title to the Unit pursuant to this Contract
ABOUT THE SPEAKERS
Lisa Lippman Senior Vice President and Director was the 1 broker at Brown Harris Stevens in 2009 With 13 years of experience selling real estate Lisa specializes in the sale of high end cooperatives condominiums and townhomes throughout Manhattan As is clear from her record even in tough times Lisa manages to both sell and find homes for her clients
Other awards Lisa has won in the last few years include
middotWall Street Journal top 400-Lisa was 11 in the nation and 2 in Manhattan 2009middotWall Street Journal top 50 brokers in America 2007middotBrown Harris Stevens Westside Office Broker of the Year All Years 2006 - 2009 middotBrown Harris Stevens Westside Office Listing Broker of the Year 2007 2008 2009middotBrown Harris Stevens Largest New Development Deal of the Year 2009
Prior to becoming a real estate broker Lisa spent several years as a lawyer practicing litigation at two prestigious law firms She graduated from The University of Pennsylvania in 1986 and earned her law degree from Cardozo in 1990 Lisarsquos legal background affords her a keen understanding of the negotiation process as well as the complexities needed to complete the deal
A New York City resident for 24 years Lisa offers impeccable knowledge of the market as it applies across all neighborhoods She has lived downtown on the Upper East Side and has now resided on the Upper West Side for the past 14 years Additionally as the mother of three children Lisa is personally involved in the decisions all buyers face in choosing a neighborhood and a home
Lisa takes pride in being a straight-forward intelligent and honest broker She understands the individual needs of each client as well as their comfort with the purchase andor sale process Her listening talents combined with her unbeatable memory work ethic and negotiation skills allow her to service her buyers and sellers most effectively Lisa is also active in the New York community including the UJA and her childrenrsquos school All of this enables her to offer a well-rounded approach to navigating the New York real estate landscape bringing to life the nuances and charms that the City and its real estate market have to offer
LISA LIPPMANSenior Vice PresidentDirector
Lisa Lippman bull 212- 588-5606 bull fax 212-418-9733 bull llippmanbhsusacom
GIDDINS bull CLAMAN LLP
Attorneys at Law
675 THIRD AVENUE
29TH
FLOOR
NEW YORK NEW YORK 10017
(212)573-6703
FAX (212)949-1923 Paul M Giddins
Scott Claman
Giddins Claman LLP ndash Firm Biography
Giddins Claman LLP (formerly Giddins Claman amp Langs LLP) was
established in 1988 by Paul M Giddins formerly an Assistant District Attorney in
the New York County District Attorneyrsquos Office For over 20 years the firm has
specialized in real estate matters in the New York City metropolitan area with an
active transactional real estate practice Mr Giddins has specialized in residential
real estate during that time In addition to purchase sale and refinance transactions
Mr Giddins represents cooperative apartment boards of directors and condominium
boards of managers Mr Giddins also regularly gives lectures and seminars on real
estate matters for many of the prominent real estate brokerage firms in New York
Scott Claman has been in the practice of law in New York for over 26 years
and joined the firm as a member in 1996 having previously been a partner at a law
firm that specialized in the representation of cooperative apartment boards of
directors and condominium boards of managers Mr Claman is regularly engaged
in a variety of transactional real estate matters ranging from commercial leasing
mortgage financing and asset dispositions to individual apartment and house sales
In addition to individual and institutional owners of residential and commercial real
estate Mr Claman also represents cooperative apartment boards of directors and
condominium boards of managers and has given numerous lectures and seminars
on real estate matters for the Real Estate Board of New York and for many of the
prominent real estate brokerage firms in New York
Steven M Nachman serves as Of Counsel to the firm in connection with
commercial and general litigation matters Mr Nachman formerly associated with
the firm of Stroock amp Stroock amp Lavan has over 20 years of civil litigation
experience
Giddins Claman LLP is proud to provide our clients with the benefits of our
collective experience as seasoned litigators and transactional real estate specialists
while maintaining our personal commitment to represent our clients in a manner
associated with a smaller practice
ManhattanResidential Market Report
Fourth Quarter 2010
Manhattan Cooperatives and Condominiums
2 Fourth Quarter 2010
Average and Median Sale Price
Cooperative Average Sale Price
Condominium Average Sale Price
Cover Property BrownHarrisStevenscom WEB272151
Average Sale Price Median Sale Price
Prices for Manhattan apartments continued to edge upward
as their average sale price of $1432787 was 8 higher
than a year ago This marked the sixth straight quarter that
the average price has risen While the number of recorded
transactions fell 25 from a year ago the fourth quarter of 2009
was uncharacteristically busy due to pent-up demand after the
collapse of Lehman Brothers had frozen the market earlier that year
The average co-op price continued to rise sharply as
more buyers favored larger apartments compared to a year ago Two-bedroom and larger
units accounted for 45 of co-op sales up from 40 a year ago This helped push
the overall average co-op price up 17 from 2009rsquos fourth
quarter to $1158333
Condo prices averaged $1751219 during the fourth
quarter 1 higher than a year ago One-bedrooms posted the
biggest increase in average price rising 9 over the past year
to $844964
Studio 1-Bedroom 2-Bedroom 3+Bedroom All
4th Q 10 $342545 $593718 $1231116 $3150700 $1158333
3rd Q 10 $366086 $606444 $1206257 $3049980 $1156733
2nd Q 10 $356696 $597311 $1301392 $2872496 $1065814
1st Q 10 $334307 $587538 $1132150 $3098881 $1079195
4th Q 09 $345725 $585238 $1133967 $3001012 $990921
Studio 1-Bedroom 2-Bedroom 3+Bedroom All
4th Q 10 $495002 $844964 $1637638 $4567750 $1751219
3rd Q 10 $495876 $809514 $1596021 $3835376 $1724180
2nd Q 10 $464559 $840829 $1570772 $3922994 $1686690
1st Q 10 $529970 $819785 $1608375 $4250098 $1730415
4th Q 09 $554568 $772525 $1583362 $4574080 $1732362
Average Sale Price Median Sale Price
$1600000
$1400000
$1200000
$1000000
$800000
$400000
$600000
$1369883 $820000
1Q10
$1324504 $800000
4Q09
$1432787 $840000
4Q10
$1423378 $890000
3Q10
$1377135 $842779
2Q10
Fourth Quarter 2010 3
New Developments Lofts
Time on the Market
Excludes new developments and units listed over one year Based on the last asking price Excludes new developments
Average Price Per Square Foot
New development prices averaged $1099 per square foot 11 less than during the fourth quarter of 2009 This was due in part to an increase in the percent of new development sales in Northern Manhattan from 9 a year ago to 15 At $1052 the average price per square foot for loft apartments was 3 higher than during 2009rsquos fourth quarter
Apartments sold during the quarter spent an average of 113 days on the market 14 less time than a year ago Sellers received 955 of the last asking price up slightly from the fourth quarter of 2009
Asking Vs Selling Price
$700
$900
$1100
$1300 $1099
4Q10
$1238
4Q09
$1146
1Q10 2Q10
$1176
$700
$900
$1100
$1300 $1052
4Q10
$1017
4Q09
$1037
1Q10
$1066
2Q10
$1112
3Q10
$1077
3Q10
75 days
100 days
125 days
150 days 113
4Q10
132
4Q09
119
1Q10
112
2Q10
85
90
95
100 955
4Q10
954
4Q09
962
1Q10
97
3Q10
959
3Q10
966
2Q10
Generally 59th to 96th Street Fifth Avenue to the East River
Cooperative Condominium
East sidE
4 Fourth Quarter 2010
Average Price Per Square Foot
At an average of $1581971 prices for two-bedroom East Side
apartments were 14 higher than a year ago The average price fell
13 for three-bedroom and larger apartments due in part to 2 closings
of over $30 million a year ago inflating that figure Co-ops fared better than condos as the average
price per room rose for both prewar and postwar co-ops over the past year
while the average condo price per square foot fell
Average Price Per Room
4Q09 4Q10
Studio 1-Bedroom 2-Bedroom 3+Bedroom
Percent of Sales
4th Q 09 10 35 36 19
4th Q 10 11 39 28 22
Average Price
4th Q 09 $351462 $647300 $1383364 $4146087
4th Q 10 $355459 $647207 $1581971 $3605513
Change 1 0 14 -13
$100000
$300000
$150000
$200000
$250000
$350000
$400000
$50000
$200
$1000
$400
$600
$800
$1200
$1400
$0
Postwar
$204713 $210559
Prewar
$348425 $383335
4Q10
$1126
4Q09
$1168
Generally 59th to 110th Street Hudson River to West of Fifth Avenue
WEst sidE
Fourth Quarter 2010 5
Cooperative CondominiumAverage Price Per Room Average Price Per Square Foot
With the exception of studios prices rose for all other size categories of apartments on
the West Side led by a 21 gain in the average price for
three-bedroom and larger units This increase was helped by
535 West End Avenue whose three-bedroom closing prices averaged over $115 million
in the fourth quarter Co-ops remained strong as the average
price per room rose 21 for prewar and 12 for postwar co-ops on the West Side The average condo price per square
foot rose 3 to $1309 making the West Side the only
area where both co-op and condo prices were higher
than a year ago
4Q09 4Q10
Studio 1-Bedroom 2-Bedroom 3+Bedroom
Percent of Sales
4th Q 09 10 37 37 16
4th Q 10 8 33 38 21
Average Price
4th Q 09 $417466 $656421 $1326640 $3325062
4th Q 10 $391228 $766529 $1378920 $4030338
Change -6 17 4 21
$125000
$225000
$150000
$175000
$200000
$250000
$275000
$100000
$200
$1000
$400
$600
$800
$1200
$1400
$0
4Q09
$1267
4Q10
$1309
Prewar
$215967 $260653
Postwar
$189264 $212348
MidtoWn East Generally 34th to 59th Street Fifth Avenue to the East River
MidtoWn
MidtoWn WEst Generally 34th to 59th Street Hudson River to West of Fifth Avenue
6 Fourth Quarter 2010
Cooperative Condominium
Cooperative Condominium
Average Price Per Room Average Price Per Square Foot
Average Price Per Room Average Price Per Square Foot
A couple of high-end closings at The Plaza and One Beacon Court helped bring the average condo price per square foot 27 higher in the Midtown East market compared
to a year ago The average price per room fell 5 for prewar while rising
8 for postwar co-ops
The average price per square foot rose 12 for condos over the
past year in the Midtown West market A number of closings at The Sheffield and Platinum
helped bring up this figure The average price per room fell for
both prewar and postwar co-ops in this market compared
to a year ago
$175000
$100000
$125000
$150000
$200000
$225000
$1000
$250
$500
$750
$1250
$1500
4Q09 4Q10
$212198 $200857
Prewar
$188662 $204639
Postwar
$1171
4Q09
$1485
4Q10
$252044 $199029 $231213 $221850 $1180$1055
4Q10Prewar Postwar 4Q09
$1000
$250
$500
$750
$1250
$1500
4Q09 4Q10
$200000
$50000
$100000
$150000
$250000
$300000
Cooperative Condominium
Fourth Quarter 2010 7
Average Price Per Room Average Price Per Square Foot
South of 34th Street
doWntoWn
While the average price fell 23 for three-bedroom and
larger apartments Downtown from a year ago a large
number of closings at the Superior Ink building inflated 2009rsquos figure This also is a reason why the overall condo
price per square foot fell 10 from a year ago The average
co-op price per room rose 13 for prewar and 4 for
postwar units from 2009rsquos fourth quarter
4Q09 4Q10
Studio 1-Bedroom 2-Bedroom 3+Bedroom
Percent of Sales
4th Q 09 17 43 28 12
4th Q 10 16 41 31 12
Average Price
4th Q 09 $452722 $704292 $1615877 $4665379
4th Q 10 $444618 $741919 $1581625 $3605513
Change -2 5 -2 -23
Prewar
$208503 $235826
Postwar
$188600 $195854
$100000
$200000
$125000
$150000
$175000
$225000
$250000
$75000
$800
$1200
$900
$1000
$1100
$1300
$1400
$700
4Q09
$1326
4Q10
$1194
Cooperative CondominiumAverage Price Per Room Average Price Per Square Foot
Generally North of 96th Street on the East Side and 110th Street on the West Side
NEW YORK CITY bull PALM BEACH bull THE HAMPTONS bull NORTH FORK 2129069200
EAST SIDE445 Park AvenueHall F Willkie PresidentRuth McCoy EVPManaging Director of Sales
UPPER EAST SIDE1121 Madison AvenuePeter R Marra EVPManaging Director of Sales
EDWARD LEE CAVE DIVISION790 Madison AvenueCaroline E Y GuthriePresident
WEST SIDE1926 BroadwayJames M Gricar EVP Managing Director of Sales
BROOKLYN HEIGHTS129 Montague StreetChristopher Thomas EVPManaging Director of Sales
PARK SLOPE100 Seventh AvenueMaryAnn Albano EVPManaging Director of Sales
NEW DEVELOPMENT445 Park Avenue James M GricarManaging DirectorBrown Harris Stevens On-Site Marketing and Sales
Prepared by Gregory Heym Chief Economist Brown Harris Stevenscopy2010 by Brown Harris Stevens All Rights Reserved This information may not be copied used or distributed without Brown Harris Stevensrsquo consent While information is believed true no guaranty is made of accuracy
While the average price fell for three-bedroom and larger apartments it was higher for
all other size categories in Northern Manhattan Condo
prices rose slightly as their average price per square foot of $566 was up 1 from a
year ago The average price per room fell for both prewar and
postwar co-ops compared to a year ago
This report is based on 1901 reported Manhattan apartment sales 25 less than were reported during last yearrsquos comparable period
VILLAGE2 Fifth AvenueKevin Kovesci EVPManaging Director of Sales
TRIBECA43 North MooreKevin Kovesci EVPManaging Director of Sales
northErn Manhattan
Studio 1-Bedroom 2-Bedroom 3+Bedroom
Percent of Sales
4th Q 09 6 35 43 16
4th Q 10 8 38 38 16
Average Price
4th Q 09 $227611 $352759 $567332 $1101778
4th Q 10 $319798 $394509 $577071 $710832
Change 41 12 2 -35
$100
$500
$200
$300
$400
$600
$700
$0
4Q09 4Q10
4Q09
$563
4Q10
$566
$70000
$110000
$80000
$90000
$100000
$120000
$130000
$60000
Prewar
$120601 $97757
Postwar
$110104 $106330
Faculty Biographies
REAL PROPERTY SECTION gt Officer Bio
Chair Leo Genn Esq
Office Address Northside Center for Child Development 1301 Fifth Ave New York NY 10029-3119
Phone 212-426-3406 Fax 212-410-7561 Email lgenn_esqyahoocom
After working briefly as a litigator Mr Genn became House Counsel at NorthsideCenter for Child Development a Manhattan-based not for profit where he handles contract negotiations commercial leasing property management and insurance issues Mr Genn also writes government grants Before law school Mr Genn spent eight years managing commercial and residential real estate in New York City Mr Genn has also worked for New York Citys Office of Economic Development In March 2002 Mr Genns article on the notice requirements in foreclosure proceedings appeared on thecover of the New York Real Estate Law Reporter Mr Gennrsquos favorite law quote is Oliver Wendell Holmes remark A word is not a crystal transparent and unchanged it isthe skin of a living thought and may vary greatly in color and content according to thecircumstances and time in which it is used Mr Gennrsquos favorite case is Raffles v
ichelhaus and his favorite legal fiction is promissory estoppel W
Paul M Giddins Partner
Giddins Claman LLP Paul M Giddins is a partner at Giddins Claman LLP a law firm in New York City Mr Giddins received a Bachelor of Arts degree from Trinity College- Hartford and a law degree from American University Washington School of Law
LISA LIPPMAN | Senior Vice President Director | Licensed Associate Real Estate Broker
printer friendly page
1926 Broadway New York NY 10023 Tel (212) 588-5606 Fax (212) 418-9733 llippmanbhsusacom download contact info view current listings view sold listings
FEATURED PROPERTY - UPPER EAST SIDE
2COOPERATIVE
25 EAST 79TH STREET
rice $1299000
isting ID 1127158
PBedrooms 2 Baths 20 L
Lisa Lippman Senior Vice President and Director was the 1 broker at Brown Harris Stevens in 2009 With 13 years of experience selling real estate Lisa specializes in the sale of high end cooperatives condominiums and townhomes throughout Manhattan As is clear from her record even in tough times Lisa manages to both sell and find homes for her clients Other awards Lisa has won in the last few years include middotWall Street Journal top 400-Lisa was 11 in the nation and 2 in Manhattan 2009 middotWall Street Journal top 50 brokers in America 2007 middotBrown Harris Stevens Westside Office Broker of the Year All Years 2006 - 2009 middotBrown Harris Stevens Westside Office Listing Broker of the Year 2007 2008 2009 middotBrown Harris Stevens Largest New Development Deal of the Year 2009 Prior to becoming a real estate broker Lisa spent several years as a lawyer practicing litigation at two prestigious law firms She graduated from The University of Pennsylvania in 1986 and earned her law degree from Cardozo in 1990 Lisas legal background affords her a keen understanding of the negotiation process as well as the complexities needed to complete the deal A New York City resident for 24 years Lisa offers impeccable knowledge of the market as it applies across all neighborhoods She has lived downtown on the Upper East Side and has now resided on the Upper West Side for the past 14 years Additionally as the mother of three children Lisa is personally involved in the decisions all buyers face in choosing a neighborhood and a home Lisa takes pride in being a straight-forward intelligent and honest broker She understands the individual needs of each client as well as their comfort with the purchase andor sale process Her listening talents combined with her unbeatable memory work ethic and negotiation skills allow her to service her buyers and sellers most effectively Lisa is also active in the New York community including the UJA and her childrens school All of this enables her to offer a well-rounded approach to navigating the New York real estate landscape bringing to life the nuances and charms that the City and its real estate market have to offer
Information Regarding CLE Credits and Certification
Making the Deal How Real Estate Deals are Getting Done Under Current Market Conditions
Wednesday January 26 2011 630 PM ndash 815 PM
The New York State CLE Board Regulations require all accredited CLE providers to provide documentation that CLE course attendees are in fact present during the course Please review the following NYCLA rules for MCLE credit allocation and certificate distribution
i You must sign-in and note the time of arrival to receive your
course materials and receive MCLE credit The time will be verified by the Program Assistant
ii You will receive your MCLE certificate as you exit the room at
the end of each day The certificates will bear your name and will be arranged in alphabetical order on the tables directly outside the auditorium
iv If you arrive after the course has begun you must sign-in and note the time of your arrival The time will be verified by the Program Assistant If it has been determined that you will still receive educational value by attending a portion of the program you will receive a pro-rated CLE certificate
v Please note We can only certify MCLE credit for the actual time you are in attendance If you leave before the end of the course you must sign-out and enter the time you are leaving The time will be verified by the Program Assistant If it has been determined that you received educational value from attending a portion of the program your CLE credits will be pro-rated and the certificate will be mailed to you within one week
vi If you leave early and do not sign out we will assume that you left at the midpoint of the course If it has been determined that you received educational value from the portion of the program you attended we will pro-rate the credits accordingly unless you can provide verification of course completion Your certificate will be mailed to you within one week
Thank you for choosing NYCLA as your CLE provider
New York County Lawyersrsquo Association
Continuing Legal Education Institute 14 Vesey Street New York NY 10007 bull (212) 267-6646
Making the Deal How Real Estate Deals are Getting Done
Under Current Market Conditions Wednesday January 26 2011
630 PM ndash 815 PM
AGENDA Program Chair Leo Genn NYCLA Real Property Section Faculty Paul M Giddins Giddins Claman LLP Lisa Lippman Brown Harris Stevens 600 PM ndash 630 PM Registration 630 PM ndash 635 PM Introductions and Announcements 635 PM ndash 815PM Discussion There will be two ten minute breaks during the evening
New York County Lawyersrsquo Association Continuing Legal Education Institute 14 Vesey Street New York NY 10007 bull (212) 267-6646
Making the Deal How Real Estate Deals are getting Done under Current Market Conditions
Wednesday January 26 2011 630 PM ndash 815 PM
Table of Contents
1 Manhattan Residential Market Report Third Quarter 2010 Brown Harris Stevens
2 Manhattan Residential Market Report Fourth Quarter 2010 Brown Harris Stevens
3 Faculty Biographies
MARKET CONDITIONS
Brown Harris Stevens
Manhattan Residential Market Report
ManhattanResidential Market Report
Third Quarter 2010
Manhattan Cooperatives and Condominiums
2 Third Quarter 2010
Average and Median Sale Price
Cooperative Average Sale Price
Condominium Average Sale Price
Cover Property BrownHarrisStevenscom WEB 1136713
Average Sale Price Median Sale Price
Manhattan apartment prices continued to rise during the third quarter reaching their highest levels
since the first quarter of 2009 At $1423378 the average
apartment price was 12 higher than a year ago The median
price rose 14 from 2009rsquos third quarter reaching $890000
The number of reported apartment closings 2471 was 4 higher
than the same period a year ago
The average price rose sharply for all sizes of co-op apartments over the past year as high-end
activity comprised a higher percentage of sales The number
of co-op sales over $7 million doubled from the third quarter
of 2009 which brought the overall average co-op price 24
higher to $1156733
Condo prices rose 2 from the third quarter of 2009 to
an average of $1724180 After sharp declines the prior two quarters the average price for studio condos rebounded to
$495876
$1600000
$1400000
$1200000
$1000000
$800000
$400000
$600000
$1369883 $820000
1Q10
$1324504 $800000
4Q09
$1274563 $781000
3Q09
$1377135 $842779
2Q10
$1423378 $890000
3Q10
Studio 1-Bedroom 2-Bedroom 3+Bedroom All
3rd Q 10 $366086 $606444 $1206257 $3049980 $1156733
2nd Q 10 $356696 $597311 $1301392 $2872496 $1065814
1st Q 10 $334307 $587538 $1132150 $3098881 $1079195
4th Q 09 $345725 $585238 $1133967 $3001012 $990921
3rd Q 09 $331046 $538369 $1069517 $2616304 $934400
Studio 1-Bedroom 2-Bedroom 3+Bedroom All
3rd Q 10 $495876 $809514 $1596021 $3835376 $1724180
2nd Q 10 $464559 $840829 $1570772 $3922994 $1686690
1st Q 10 $529970 $819785 $1608375 $4250098 $1730415
4th Q 09 $554568 $772525 $1583362 $4574080 $1732362
3rd Q 09 $508546 $792866 $1650537 $3931684 $1685855
Third Quarter 2010 3
New Developments Lofts
Time on the Market
Excludes new developments and units listed over one year Based on the last asking price Excludes new developments
Average Price Per Square Foot
Apartments in new developments sold for an average of $1112 per square foot 5 less than a year ago A decline in the number of luxury developments on the market was a major factor in this change Loft prices averaged $1077 per square foot in the third quarter up 12 from the third quarter of 2009
Units that sold in the third quarter spent an average of 97 days on the market 24 less time than a year ago This was the lowest level for time on the market level since the third quarter of 2008 Sellers received 959 of their last asking price up from 951 in 2009rsquos third quarter
$700
$900
$1100
$1300
$700
$900
$1100
$1300
75 days
100 days
125 days
150 days
85
90
95
100
Asking Vs Selling Price
$1176
3Q09
$1238
4Q09
$1146
1Q10 2Q10
$1176 $960
3Q09
$1017
4Q09
$1037
1Q10
951
3Q09
954
4Q09
962
1Q10
128
3Q09
132
4Q09
119
1Q10
112
2Q10
$1066
2Q10
966
2Q10
$1112
3Q10
$1077
3Q10
97
3Q10
959
3Q10
Generally 59th to 96th Street Fifth Avenue to the East River
Cooperative Condominium
East sidE
4 Third Quarter 2010
Average Price Per Square Foot
Co-op apartments posted strong pricing gains in the East Side market over the past year
The co-op average price per room rose 17 for prewar units and
14 for postwar units compared to the third quarter of 2009
Condo prices on the East Side averaged $1213 per square foot
3 less than a year ago
Average Price Per Room
$100000
$300000
$150000
$200000
$250000
$350000
$400000
$50000
3Q09 3Q10
$200
$1000
$400
$600
$800
$1200
$1400
$0
Studio 1-Bedroom 2-Bedroom 3+Bedroom
Percent of Sales
3rd Q 09 12 34 28 26
3rd Q 10 7 31 37 25
Average Price
3rd Q 09 $386734 $590337 $1465894 $3852286
3rd Q 10 $375666 $658875 $1449023 $3514627
Change -3 12 -1 -9
Postwar
$203293 $232575
Prewar
$281354 $328648
3Q10
$1213
3Q09
$1249
Generally 59th to 110th Street Hudson River to West of Fifth Avenue
WEst sidE
Third Quarter 2010 5
Cooperative CondominiumAverage Price Per Room Average Price Per Square Foot
The West Side market saw strong gains in the average co-op price per room over the past
year At $280327 the prewar co-op average price per room was 29 higher than a year ago
while the postwar price rose 8 to $202193 West Side condo
prices fell 4 from 2009rsquos third quarter to an average of $1254 per square foot
$200
$1000
$400
$600
$800
$1200
$1400
$0
$125000
$225000
$150000
$175000
$200000
$250000
$275000
$100000
3Q09 3Q10
Studio 1-Bedroom 2-Bedroom 3+Bedroom
Percent of Sales
3rd Q 09 7 40 41 12
3rd Q 10 9 30 36 25
Average Price
3rd Q 09 $401021 $629722 $1382135 $3470940
3rd Q 10 $399072 $697290 $1523268 $3353242
Change 0 11 10 -3
3Q09
$1306
3Q10
$1254
Prewar
$217459 $280327
Postwar
$186785 $202193
MidtoWn East Generally 34th to 59th Street Fifth Avenue to the East River
MidtoWn
MidtoWn WEst Generally 34th to 59th Street Hudson River to West of Fifth Avenue
6 Third Quarter 2010
Cooperative Condominium
Cooperative Condominium
Average Price Per Room Average Price Per Square Foot
Average Price Per Room Average Price Per Square Foot
The average condo price per square foot rose 14 over the past year in the Midtown East market to $1276 Co-op prices in this area were mixed with the average price per room down 2 for prewar
units but up 6 for postwar units
In the Midtown West market the average price per room for prewar co-ops jumped 96
from the third quarter of 2009 This was due to an unusually
weak number a year ago combined with a high number of Central Park South sales
inflating the figure in the third quarter of 2010
$150000
$75000
$100000
$125000
$175000
$200000
$750
$0
$250
$500
$1000
$1250
3Q09 3Q10
3Q09 3Q10
$1000
$250
$500
$750
$1250
$1500
3Q10
$1258$1237
3Q09
$200000
$50000
$100000
$150000
$250000
$300000
$138443 $271070
Prewar
$174573 $208409
Postwar
$201796 $198364
Prewar
$190801 $202708
Postwar
$1116
3Q09
$1276
3Q10
Cooperative Condominium
Third Quarter 2010 7
Average Price Per Room Average Price Per Square Foot
South of 34th Street
doWntoWn
Prices rose for both co-ops and condos in the Downtown market over the past year aided by a 43 increase in the average price for three-bedroom and
larger apartments The average co-op price per room rose 19 over the past year for prewar
units and 14 for postwar units Condo prices Downtown
averaged $1201 per square foot 5 more than during the third
quarter of 2009
3Q09 3Q10
Studio 1-Bedroom 2-Bedroom 3+Bedroom
Percent of Sales
3rd Q 09 15 47 28 10
3rd Q 10 15 45 29 11
Average Price
3rd Q 09 $426982 $711789 $1427071 $2643872
3rd Q 10 $461763 $755436 $1523264 $3776778
Change 8 6 7 43
Prewar
$196789 $234026
Postwar
$190826 $216683
3Q09
$1149
3Q10
$1201
$700
$1100
$800
$900
$1000
$1200
$1300
$600
$100000
$200000
$125000
$150000
$175000
$225000
$250000
$75000
Cooperative CondominiumAverage Price Per Room Average Price Per Square Foot
Generally North of 96th Street on the East Side and 110th Street on the West Side
NEW YORK CITY bull PALM BEACH bull THE HAMPTONS bull NORTH FORK 2129069200
EAST SIDE445 Park AvenueHall F Willkie PresidentRuth McCoy EVPManaging Director of Sales
UPPER EAST SIDE1121 Madison AvenuePeter R Marra EVPManaging Director of Sales
EDWARD LEE CAVE DIVISION790 Madison AvenueCaroline E Y GuthriePresident
WEST SIDE1926 BroadwayJames M Gricar EVP Managing Director of Sales
BROOKLYN HEIGHTS129 Montague StreetChristopher Thomas EVPManaging Director of Sales
PARK SLOPE100 Seventh AvenueMaryAnn Albano EVPManaging Director of Sales
NEW DEVELOPMENT445 Park Avenue James M GricarManaging DirectorBrown Harris Stevens On-Site Marketing and Sales
Prepared by Gregory Heym Chief Economist Brown Harris Stevenscopy2010 by Brown Harris Stevens All Rights Reserved This information may not be copied used or distributed without Brown Harris Stevensrsquo consent While information is believed true no guaranty is made of accuracy
The average price rose sharply over the past year for studio
and two-bedroom apartments in Northern Manhattan Studio
prices averaged $285719 a 24 increase from third
quarter of 2009 while the two-bedroom average price rose 20
to $621104 Condo prices averaged $618 per square foot
7 more than a year ago
This report is based on 2471 reported Manhattan apartment sales 4 more than were reported during last yearrsquos comparable period
VILLAGE2 Fifth AvenueKevin Kovesci EVPManaging Director of Sales
TRIBECA43 North MooreKevin Kovesci EVPManaging Director of Sales
northErn Manhattan
$100
$500
$200
$300
$400
$600
$700
$0
3Q09 3Q10
$60000
$100000
$70000
$80000
$90000
$110000
$120000
$50000
Studio 1-Bedroom 2-Bedroom 3+Bedroom
Percent of Sales
3rd Q 09 7 40 41 12
3rd Q 10 9 32 46 13
Average Price
3rd Q 09 $230833 $380770 $519583 $964950
3rd Q 10 $285719 $379154 $621104 $879888
Change 24 0 20 -9
3Q09
$579
3Q10
$618
Prewar
$103224 $114800
Postwar
$101221 $98244
IDENTIFYING THE
APARTMENT
A Sample Showsheet
B Cooperative Building Financials
Pure Perfection on Riverside Drive100 Riverside Drive Apartment 3A
This sprawling prewar 9 room home is simply exquisite The trees of Riverside Park greet you while you sit in
the new chefs kitchen open to a beautiful den (or dining room) on the park The gorgeous sunken living room
library and huge master bedroom also all have oversized picture windows on the park In addition there are
two more bedrooms a large formal dining room and a second windowed butlers kitchen that could easily be
made into an office The finishes of this home are perfect All of the bathrooms are brand new and outfitted
with custom stone There is central air and the closets have all been custom designed Currently configured as a
luxurious 3 bedroom plus maids and den the apartment could easily be a 4 bedroom plus library No detail has
been overlooked and there is fabulous sun trees and nature in almost every room Full service building with
storage and a new fitness center A truly unique and special home
WEB 917677
Full Service Prewar Coopbull Four Bedrooms and Four New Bathroomsbull
Maintenance $350634bull Central Air Conditioningbull
Financing Allowed 75bull New Chefs Kitchen with Large Double Ovenbull
Tax Deductability 39bull Custom Closetsbull
Storage Binbull Pets Allowedbull
Fitness Centerbull Laundry Room with Butlers Kitchenbull
$3999000 Listing Price
Exclusive Broker
Lisa Lippman bull 212-588-5606 bull fax 212-418-9733 bull llippmanbhsusacom
All information is from sources deemed reliable but is subject to errors omissions changes in price prior sale or withdrawal without notice No representation is made as to the accuracy of any description All measurements and squarefootages are approximate and all information should be confirmed by customer All rights to content photographs and graphics reserved to BHS Customer should consult with its counsel regarding all closing costs including without
limitation the New York State 1 tax paid by buyers on residential properties over $1 million BHS represents the sellerowner on BHSs own exclusives except if another agent of BHS represents the buyertenant in which case BHSwill be a dual agent with designated agents representing sellerowner and buyertenant BHS represents the buyertenant when showing the exclusives of other real estate firms In all instances BHS treats all parties fairly and honestly
BHS actively supports equal housing opportunities
Scott Moore bull 212-588-5608 bull fax 212-319-2633 bull smoorebhsusacom
Brown Harris Stevens Residential Sales LLC bull 212 906 9200 bull BrownHarrisStevenscomM A N H A T T A N bull B R O O K L Y N bull T H E H A M P T O N S bull N O R T H F O R K bull P A L M B E A C H
ldquoMAKING THE DEALrdquo
A REBNY Financial Statement
B Estimated Residential Closing Costs
C Sample Contracts (Co-op amp Condo)
D Sample Closing Breakdown
(Condo)
FINANCIAL STATEMENT
Name(s)
Address
The following is submitted as being true and accurate statement of the financial condition of the undersigned on the day of
January 20
ASSETS
Applicant
Co-Applicant
LIABILITIES
Applicant
Co-Applicant
Cash in Banks 550000 Notes Payable
Money Markets Funds 600000 To Banks
Contract Deposit 355000 To Relative
Investments Bonds amp Stocks To Others
- see schedule 1620000 Installment Accounts Payable
Investment in Own Business Automobile
Accounts amp Notes Receivable Other
Real Estate Owned-see schedule 1200000 Other Accounts Payable
Year Make Mortgages Payable on Real 535000
Automobiles 35000 Estate - see schedule
Personal Property amp Furniture 50000 Unpaid Real Estate Taxes
Life Insurance Unpaid Income Taxes
Cash Surrender Value 60000 Chattel Mortgages
Retirement FundsIRA Loans on Life Insurance
Policies
401K 200000 (Include Premium
Advances)
KEOGH Outstanding Credit Card
Loans
Profit SharingPension Plan Other Debts - Itemize
Other Assets TOTAL LIABILITIES 535000 0
TOTAL ASSETS 4670000 0 NET WORTH 4135000 0
COMBINED ASSETS
4670000
TOTAL LIABILITIES
amp NET WORTH 4670000 0
SOURCE OF INCOME
Applicant
Co-Applicant
COMBINED 4670000
Base Salary 350000 CONTINGENT LIABILITIES
Overtime Wages As Endorser or Co-Maker on Notes $ 0
Bonus amp Commissions 150000 Alimony $ 0
Dividends and Interest Income Child Support $ 0
Real Estate Income (Net) Are you defendant in any legal action Yes No
Explain
Other Income - Itemize Are there any unsatisfied judgments Yes No
TOTAL 500000 0 Have you ever taken bankruptcy Yes No
Explain GENERAL INFORMATION
Applicant
Co-Applicant
Personal Bank Accounts at
PROJECTED EXPENSES
MONTHLY
Maintenance $ 2857
Savings amp Loan Accounts at Apartment Financing $ 10078
Other Mortgages $ 2671
Bank Loans $
Purpose of Loan Auto Loan $
TOTAL $ 15606
The foregoing statements and details pertaining thereto both printed and written have been carefully read and the undersigned hereby
solemnly declares and certifies that the same is a full and correct exhibit of myour financial condition
Date 20 Signature __________________________________________
Signature __________________________________________
SCHEDULE OF BOND amp STOCKS
Amount of Shares
Description (Extended Valuation in Column)
Marketable Value
Non-Marketable Value
SCHEDULE OF REAL ESTATE
Description amp Location
Cost
Actual Value
Mortgage Amount
Maturity Date
SCHEDULE OF NOTES PAYABLE
Specify any assets pledges as collateral including the liabilities they secure
To Whom Payable
Date
Amount
Due
Interest
Pledged as Security
April 2009
ESTIMATED RESIDENTIAL CLOSING COSTS IN NEW YORK CITY
Broker As provided in exclusive with broker
Own Attorney Approx $2000 +- as negotiated
Managing Agentrsquos Fee Approx $500 + as determined by building
Move-out Deposit or Fee Approx $1000 as determined by building
New York City Transfer Tax 1 of entire gross purchase price if price is $500000 or under or 1425 of entire gross purchase price if price exceeds $500000
New York State Transfer Tax 04 (004) of gross purchase price
Bank Satisfaction of Mortgage Fees Approx $450 as determined by bank
Recording ACRIS other fees Approx $150
Gains Tax Withholding (Out of State Seller) 897 of gain
Non ndash US Resident (FIRPTA) 10 of price withheld or paid
Stock Transfer Tax (Co-ops Only) $005share
FOR The SelleR
Mortgage Recording Tax and Title Insurance not required for Co-ops though title insurance is available for Co-ops at other rates
For Bulk Sale Multi Family and Commercial Property NYC Transfer Tax Rates $1425 under $500000 2625 above Mortgage Recording Tax Rates 205 under $500000 28 above $500000
When purchasing a condominium unit directly from a Sponsor the Purchaser may be required to pay New York City and New York State Transfer Taxes (See ldquoFor The Sellerrdquo section above for amounts) as well as the Sponsorrsquos attorneyrsquos fee (typically around $1500)
All costs are estimated and will vary based on transaction specifics changes in rates and taxes and other factors No representation is made as to the accuracy of these estimates Parties to transactions must consult their own counsel and refer to transaction specifics for verification of all costs
Own Attorney Approx $2000 +- as negotiated
Bank Fees (application credit appraisal bank attorney and miscellaneous) Approx $2200 as determined by bank
Short-term Interest One month max (prorated for month of closing)
Miscellaneous Recording Fees Approx $500
Mortgage Recording Fee205 of entire amount of Mortgage on Loans $500000 or under or 2175 of entire amount of Mortgage on Loans exceeding $500000
Fee Title Insurance Approx $8000 for $2000000 NYC condo based on rate schedule
Mortgagee Title Insurance Approx $1500 for $1500000 NYC condo mortgage based on rate schedule
Miscellaneous Title Charges Approx $500
Managing Agentrsquos Fee Approx $500 as determined by building
Adjustments
Common Charges Approx 1 month (prorated for month of closing)
Real estate Tax escrow Approx 8 months (prorated to closing plus 6 month escrow may include insurance)
Mansion Tax 1 of entire gross purchase price if purchase price exceeds $1000000
Move-in Deposit or Fee Approx $1000 as determined by building
lien Search (Co-ops Only) Approx $350
FOR The PURChASeR
123 - Contract of sale cooperative apartment 7-01
Prepared by The Committee on Condominiums and Cooperatives of the Real Property Section of the New York State Bar Association
CONSULT YOUR LAWYER BEFORE SIGNING THIS AGREEMENT
Contract of Sale - Cooperative Apartment
This Contract is made as of October 2010 between the Seller and the Purchaser identified below
1 Certain Definitions and Information
11 The Parties are
111 Seller
Prior names used by Seller
Address
New York NY
S S No
112 Purchaserrdquo
Address
New York NY
S S No
12 The Attorneys are (name address and telephone fax)
121 Sellers Attorneyrdquo
Giddins Claman LLP
675 Third Avenue 29th Floor
New York NY 10017
Attn Paul M Giddins Esq
(212)573-6703 Fax (212)949-1923
pgiddinsgcl-lawcom
122 Purchasers Attorney
13 The Escrowee is the Sellers Attorney
14 The Managing Agent is (name address and telephone fax)
15 The real estate Broker(s) (see para 12) isare
Lisa Lippman
Company Name Brown Harris Stevens
16 The name of the cooperative housing corporation (Corporation) is
17 The Unit number is
18 The Unit is located in Premises known as
19 The Shares are the shares of the Corporation allocated to the Unit
110 The Lease is the Corporations proprietary lease or occupancy agreement for the Unit given by the Corporation which expires on
111 Personalty is the following personal property to the extent existing in the Unit on the date hereof the refrigerators freezers ranges ovens built-in microwave ovens dishwashers garbage disposal units cabinets and
counters lighting fixtures chandeliers wall-to-wall carpeting plumbing and heating fixtures central air conditioning andor window or sleeve units washing machines dryers screens and storm windows window treatments switch plates door hardware mirrors built-ins not excluded in Paragraph 112 and
112 Specifically excluded from this sale is all personal property not included in para 111 and
113 The sale [does] [does not] include Sellers interest in
Storage Servants Room Parking Space (Included Interests)
114 The Closing is the transfer of ownership of the Shares and Lease
115 The date scheduled for Closing is 2010
(Scheduled Closing Date) at 200 PM (See para 9 and 10)
116 The Purchase Price is $
1161 The Contract Deposit is $
1162 The Balance of the Purchase Price due at Closing is
$ (See para 222)
117 The monthly Maintenance charge is $ (See para 4)
118 The Assessment if any payable to the Corporation at the date of this Contract is $ payable as follows
119 SellerPurchaser shall pay the Corporations flip tax transfer fee (apart from the transfer agent fee) andor waiver of option fee (Flip Tax) if any
120 Financing Options (Delete two of the following parapara 1 20 1 1202 or 1203)
1201 Purchaser may apply for financing in connection with this sale and Purchasers obligation to purchase under this Contract is contingent upon issuance of a Loan Commitment Letter by the Loan Commitment Date (para 1812)
1202 Purchaser may apply for financing in connection with this sale but Purchasers obligation to purchase this Contract is not contingent upon issuance of a Loan Commitment Letter
1203 Purchaser shall not apply for financing in connection with this sale
121 If para 120 1 or 1202 applies the Financing Terms for para 18 are A loan of $ for a term of 30 years or such lesser amount or shorter term as applied for or acceptable to Purchaser and the Loan Commitment Date for para 18 is 30 calendar days after the Delivery Date
122 The Delivery Date of this Contract is the date on which a fully executed counterpart of this Contract is deemed given to and received by Purchaser or Purchasers Attorney as provided in para 173
123 All Proposed Occupants of the Unit are
1231 persons and relationship to Purchaser
Purchasers
1232 pets
124 The Contract Deposit shall be held in [a non] [an] IOLA escrow account If the account is a non-IOLA account then interest shall be paid to the Party entitled to the Contract Deposit The Party receiving the interest shall pay any income taxes thereon The escrow account shall be a segregated bank account at
Depository XXXX Bank
Address (See para 27)
125 This Contract is [not] continued on attached rider(s)
2 Agreement to Sell and Purchase Purchase Price Escrow
21 Seller agrees to sell to Purchaser and Purchaser agrees to purchase from Seller the Sellers Shares Lease Personalty and any Included Interests and all other items included in this sale for the Purchase Price and upon the terms and conditions set forth in this Contract
22 The Purchase Price is payable to Seller by Purchaser as follows
221 the Contract Deposit at the time of signing this Contract by Purchasers good check to the order of Escrowee and
222 the Balance at Closing only by cashiers or official bank check or certified check of Purchaser payable to the direct order of Seller The check(s) shall be drawn on and payable by a branch of a commercial or savings bank savings and loan association or trust company located in the same City or County as the Unit Seller may direct on reasonable Notice (defined in para 17) prior to Closing that all or a portion of the Balance shall be made payable to persons other than Seller (see para 177)
3 Personalty
31 Subject to any rights of the Corporation or any holder of a mortgage to which the Lease is subordinate this sale includes all of the Sellers interest if any in the Personalty and the Included Interests
32 No consideration is being paid for the Personalty or for the Included Interests nothing shall be sold to Purchaser if the Closing does not occur
33 Prior to Closing Seller shall remove from the Unit all the furniture furnishings and other property not included in this sale and repair any damage caused by such removal
4 Representations and Covenants
41 Subject to any matter affecting title to the Premises (as to which Seller makes no representations or covenants) Seller represents and covenants that
4 11 Seller is and shall at Closing be the sole owner of the Shares Lease Personalty and Included Interests with the full right power and authority to sell and assign them Seller shall make timely provision to satisfy existing security interest(s) in the Shares and Lease and have the same delivered at Closing (See para 101)
412 the Shares were duly issued fully paid for and are non-assessable
413 the Lease is and will at Closing be in full force and effect and no notice of default under the Lease is now or will at Closing be in effect
414 the Maintenance and Assessments payable as of the date hereof are as specified in para 117 and 118
415 as of this date Seller neither has actual knowledge nor has received any written notice of any increase in Maintenance or any Assessment which has been adopted by the Board of Directors of the Corporation and is not reflected in the amounts set forth in parapara 117 and 118
416 Seller has not made any material alterations or additions to the Unit without any required consent of the Corporation or to Sellers actual knowledge without compliance with all applicable law This provision shall not survive Closing
417 Seller has not entered into shall not enter into and has no actual knowledge of any agreement (other than the Lease) affecting title to the Unit or its use andor occupancy after Closing or which would be binding on or adversely affect Purchaser after Closing (eg a sublease or alteration agreement)
418 Seller has been known by no other name for the past 10 years except as set forth in para 111
419 at Closing in accordance with para 152
4191 there shall be no judgments outstanding against Seller which have not been bonded against collection out of the Unit (Judgments)
4192 the Shares Lease Personalty and any Included Interests shall be free and clear of liens (other than the Corporations general lien on the Shares for which no monies shall be owed) encumbrances and adverse interests (Liens)
4193 all sums due to the Corporation shall be fully paid by Seller to the end of the payment period immediately preceding the date of Closing
4194 Seller shall not be indebted for labor or material which might give rise to the filing of a notice of mechanics lien against the Unit or the Premises and
4195 no violations shall be of record which the owner of the Shares and Lease would be obligated to remedy under the Lease
42 Purchaser represents and covenants that
421 Purchaser is acquiring the Shares and Lease for primary residential occupancy of the Unit solely by the Proposed Occupants identified in para 1 23
422 Purchaser is not and within the past 7 years has not been the subject of a bankruptcy proceeding
423 if para 1203 applies Purchaser shall not apply for financing in connection with this purchase
424 Each individual comprising Purchaser is over the age of 18 and is purchasing for Purchasers own account (beneficial and of record)
425 Purchaser shall not make any representations to the Corporation contrary to the foregoing and shall provide all documents in support thereof required by the Corporation in connection with Purchasers application for approval of this transaction and
426 there are not now and shall not be at Closing any unpaid tax liens or monetary judgments against Purchaser
43 Each Party covenants that its representations and covenants contained in para 4 shall be true and complete at Closing and except for para 416 shall survive Closing but any action based thereon must be instituted within one year after Closing
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 Corporations 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 Corporations shareholders under Internal Revenue Code (IRC) sect216 (or any successor statute)
6 Required Approval and References
61 This sale is subject to the unconditional consent of the Corporation
62 Purchaser shall in good faith
621 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 or if para 1201 or 1202 applies and the Loan Commitment Letter is required by the Corporation within 3 business days after the earlier of (i) the Loan Commitment Date (defined in para 12 1) or (ii) the date of receipt of the Loan Commitment Letter (defined in para 1812) whether said commitment letter is conditional or unconditional
622 attend (and cause any Proposed Occupant to attend) one or more personal interviews as requested by the Corporation and
623 promptly submit to the Corporation such further references data and documents reasonably requested by the Corporation 63 Either Party after learning of the Corporations 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 Corporations 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 para 63 the Escrowee shall refund the Contract Deposit to Purchaser 64 If such consent is refused or not given due to Purchasers bad faith conduct Purchaser shall be in default and para 131 shall govern 7 Condition of Unit and Personalty Possession 71 Seller makes no representation as to the physical condition or state of repair of the Unit the Personalty the Included Interests or the Premises Purchaser has inspected or waived inspection of the Unit the Personalty and the Included Interests and shall take the same as is as of the date of
this Contract except for reasonable wear and tear However at the time of Closing the appliances shall be in working order and required smoke detector(s) shall be installed and operable 72 At Closing Seller shall deliver possession of the Unit Personalty and Included Interests in the condition required by para 71 broom clean vacant and free of all occupants and rights of possession 8 Risk of Loss 81 The provisions of General Obligations Law Section 5-1311 as modified herein shall apply to this transaction as if it were a sale of realty For purposes of this paragraph the term Unit includes built-in Personalty 82 Destruction shall be deemed material under GOL 5-1311 if the reasonably estimated cost to restore the Unit shall exceed 5 of the Purchase Price 83 In the event of any destruction of the Unit or the Premises when neither legal title nor the possession of the Unit has been transferred to Purchaser Seller shall give Notice of the loss to Purchaser (Loss Notice) by the earlier of the date of Closing or 7 business days after the date of the loss 84 If there is material destruction of the Unit without fault of Purchaser this Contract shall be deemed canceled in accordance with para 163 unless Purchaser elects by Notice to Seller to complete the purchase with an abatement of the Purchase Price or 85 Whether or not there is any destruction of the Unit if without fault of Purchaser more than 10 of the units in the Premises are rendered uninhabitable or reasonable access to the Unit is not available then Purchaser shall have the right to cancel this Contract in accordance with para 163 by Notice to Seller 86 Purchasers Notice pursuant to para 84 or para 85 shall be given within 7 business days following the giving of the Loss Notice except that if Seller does not give a Loss Notice Purchasers Notice may be given at any time at or prior to Closing 87 In the event of any destruction of the Unit Purchaser shall not be entitled to an abatement of the Purchase Price (i) that exceeds the reasonably estimated cost of repair and restoration or (ii) for any loss that the Corporation is obliged to repair or restore but Seller shall assign to Purchaser without recourse Sellers claim if any against the Corporation with respect to such loss 9 Closing Location The Closing shall be held at the location designated by the Corporation or if no such designation is made at the office of Sellers Attorney 10 Closing 101 At Closing Seller shall deliver or cause to be delivered 1011 Sellers certificate for the Shares duly endorsed for transfer to Purchaser or accompanied by a separate duly executed stock power to Purchaser and in either case with any guarantee of Sellers signature required by the Corporation 1012 Sellers counterpart original of the Lease all assignments and assumptions in the chain of title and a duly executed assignment thereof to Purchaser in the form required by the Corporation 1013 FIRPTA documents required by para 25 1014 keys to the Unit building entrance(s) and if applicable garage mailbox storage unit and any locks in the Unit 1015 if requested an assignment to Purchaser of Sellers interest in the Personalty and Included Interests 1016 any documents and payments to comply with para 152 1017 If Seller is unable to deliver the documents required in para 1011 or 1012 then Seller shall deliver or cause to be delivered all documents and payments required by the Corporation for the issuance of anew certificate for the Shares or a new Lease 102 At Closing Purchaser shall 1021 pay the Balance in accordance with para 222 1022 execute and deliver to Seller and the Corporation an agreement assuming the Lease in the form required by the Corporation and 1023 if requested by the Corporation execute and deliver counterparts of a new lease substantially the same as the Lease for the balance of the Lease term in which case the Lease shall be canceled and surrendered to the Corporation together with Sellers assignment thereof to Purchaser
103 At Closing the Parties shall complete and execute all documents necessary 1031 for Internal Revenue Service (IRS) form 1099-S or other similar requirements 1032 to comply with smoke detector requirements and any applicable transfer tax filings and 1033 to transfer Sellers interest if any in and to the Personalty and Included Interests 104 Purchaser shall not be obligated to close unless at Closing the Corporation delivers 1041 to Purchaser a new certificate for the Shares in the name of Purchaser and 1042 a written statement by an officer or authorized agent of the Corporation consenting to the transfer of the Shares and Lease to Purchaser and setting forth the amounts of and payment status of all sums owed by Seller to the Corporation including Maintenance and any Assessments and the dates to which each has been paid 11 Closing Fees Taxes and Apportionments 11 1 At or prior to Closing 1111 Seller shall pay if applicable 11111 the cost of stock transfer stamps and 11112 transfer taxes except as set forth in para 11122 1112 Purchaser shall pay if applicable 11121 any fee imposed by the Corporation relating to Purchasers financing and 11122 transfer taxes imposed by statute primarily on Purchaser (eg the mansion tax) 112 The Flip Tax if any shall be paid by the Party specified in para 119 113 Any fee imposed by the Corporation and not specified in this Contract shall be paid by the Party upon whom such fee is expressly imposed by the Corporation and if no Party is specified by the Corporation then such fee shall be paid by Seller 114 The Parties shall apportion as of 1159 PM of the day preceding the Closing the Maintenance and any other periodic charges due the Corporation (other than Assessments) and STAR Tax Exemption (if the Unit is the beneficiary of same) based on the number of the days in the month of Closing 115 Assessments whether payable in a lump sum or installments shall not be apportioned but shall be paid by the Party who is the owner of the Shares on the date specified by the Corporation for payment Purchaser shall pay any installments payable after Closing provided Seller had the right and elected to pay the Assessment in installments 116 Each Party shall timely pay any transfer taxes for which it is primarily liable pursuant to law by cashiers official bank certified or attorneys escrow check This para 116 shall survive Closing 117 Any computational errors or omissions shall be corrected within 6 months after Closing This para 117 shall survive Closing 12 Broker 121 Each Party represents that such Party has not dealt with any person acting as a broker whether licensed or unlicensed in connection with this transaction other than the Broker(s) named in para 15 122 Seller shall pay the Brokers commission pursuant to a separate agreement The Broker(s) shall not be deemed to be a third-party beneficiary of this Contract 123 This para 12 shall survive Closing cancellation or termination of this Contract 13 Defaults Remedies and Indemnities 131 In the event of a default or misrepresentation by Purchaser Sellers sole and exclusive remedies shall be to cancel this Contract retain the Contract Deposit as liquidated damages and if applicable Seller may enforce the indemnity in para 133 as to brokerage commission or sue under para 134 Purchaser prefers to limit Purchasers exposure for actual damages to the amount of the Contract Deposit which Purchaser agrees constitutes a fair and reasonable amount of compensation for Sellers damages under the circumstances and is not a penalty The principles of real property law shall apply to this liquidated damages provision 132 In the event of a default or misrepresentation by Seller Purchaser shall have such remedies as Purchaser is entitled to at law or in equity including
specific performance because the Unit and possession thereof cannot be duplicated 133 Subject to the provisions of para 43 each Party indemnifies and holds harmless the other against and from any claim judgment loss liability cost or expense resulting from the indemnitors breach of any of its representations or covenants stated to survive Closing cancellation or termination of this Contract Purchaser indemnifies and holds harmless Seller against and from any claim judgment loss liability cost or expense resulting from the Lease obligations accruing from and after the Closing Each indemnity includes without limitation reasonable attorneys fees and disbursements court costs and litigation expenses arising from the defense of any claim and enforcement or collection of a judgment under this indemnity provided the indemnitee is given Notice and opportunity to defend the claim This para 133 shall survive Closing cancellation or termination of this Contract 134 In the event any instrument for the payment of the Contract Deposit fails of collection Seller shall have the right to sue on the uncollected instrument In addition such failure of collection shall be a default under this Contract provided Seller gives Purchaser Notice of such failure of collection and within 3 business days after Notice is given Escrowee does not receive from Purchaser an unendorsed good certified check bank check or immediately available funds in the amount of the uncollected funds Failure to cure such default shall entitle Seller to the remedies set forth in Paragraph 131 and to retain all sums as may be collected andor recovered 14 Entire Agreement Modification 141 All prior oral or written representations understandings and agreements had between the Parties with respect to the subject matter of this Contract and with the Escrowee as to para 27 are merged in this Contract which alone fully and completely expresses the Parties and Escrowees agreement 142 The Attorneys may extend in writing any of the time limitations stated in this Contract Any other provision of this Contract may be changed or waived only in writing signed by the Party or Escrowee to be charged 15 Removal of Liens and Judgments 151 Purchaser shall deliver or cause to be delivered to Seller or Sellers Attorney not less than 10 calendar days prior to the Scheduled Closing Date a Lien and Judgment search except that Liens or Judgments first disclosed in a continuation search shall be reported to Seller within 2 business days after receipt thereof but not later than the Closing Seller shall have the right to adjourn the Closing pursuant to para 16 to remove any such Liens and Judgments Failure by Purchaser to timely deliver such search or continuation search shall not constitute a waiver of Sellers covenants in para 4 as to Liens and Judgments However if the Closing is adjourned solely by reason of untimely delivery of the Lien and Judgment search the apportionments under Paragraph 113 shall be made as of 1159 PM of the day preceding the Scheduled Closing Date in para 115 152 Seller at Sellers expense shall obtain and deliver to the Purchaser the documents and payments necessary to secure the release satisfaction termination and discharge or removal of record of any Liens and Judgments Seller may use any portion of the Purchase Price for such purposes 153 This para 15 shall survive Closing 16 Sellers Inability 161 If Seller shall be unable to transfer the items set forth in para 21 in accordance with this Contract for any reason other than Sellers failure to make a required payment or other willful act or omission then Seller shall have the right to adjourn the Closing for periods not exceeding 60 calendar days in the aggregate but not extending beyond the expiration of Purchasers Loan Commitment Letter if para 1201 or 1202 applies 162 If Seller does not elect to adjourn the Closing or (if adjourned) on the adjourned date of Closing Seller is still unable to perform then unless Purchaser elects to proceed with the Closing without abatement of the Purchase Price either Party may cancel this Contract on Notice to the other Party given at any time thereafter 163 In the event of such cancellation the sole liability of Seller shall be to cause the Contract Deposit to be refunded to Purchaser and to reimburse Purchaser for the actual costs incurred for Purchases lien and title search if any
17 Notices and Contract Delivery 171 Any notice or demand (Notice) shall be in writing and delivered either by hand overnight delivery or certified or registered mail return receipt requested to the Party or and simultaneously in like manner to such Partys Attorney if any and to Escrowee at their respective addresses or to such other address as shall hereafter be designated by Notice given pursuant to this para 17 172 The Contract may be delivered as provided in para 171 or by ordinary mail 173 The Contract or each Notice shall be deemed given and received 1731 on the day delivered by hand 1732 on the business day following the date sent by overnight delivery 1733 on the 5th business day following the date sent by certified or registered mail or 1734 as to the Contract only 3 business days following the date of ordinary mailing 174 A Notice to Escrowee shall be deemed given only upon actual receipt by Escrowee 175 The Attorneys are authorized to give and receive any Notice on behalf of their respective clients 176 Failure or refusal to accept a Notice shall not invalidate the Notice 177 Notice pursuant to parapara 222 and 134 may be delivered by confirmed facsimile to the Partys Attorney and shall be deemed given when transmission is confirmed by senders facsimile machine 18 Financing Provisions 181 The provisions of parapara 181 and 182 are applicable only if para 1201 or 1202 applies 1811 An Institutional Lender is any of the following that is authorized under Federal or New York State law to issue a loan secured by the Shares and Lease and is currently extending similarly secured loan commitments in the county in which the Unit is located a bank savings bank savings and loan association trust company credit union of which Purchaser is a member mortgage banker insurance company or governmental entity 1812 A Loan Commitment Letter is a written offer from an Institutional Lender to make a loan on the Financing Terms (see para 1 2 1) at prevailing fixed or adjustable interest rates and on other customary terms generally being offered by Institutional Lenders making cooperative share loans An offer to make a loan conditional upon obtaining an appraisal satisfactory to the Institutional Lender shall not become a Loan Commitment Letter unless and until such condition is met An offer conditional upon any factor concerning Purchaser (eg sale of current home payment of outstanding debt no material adverse change in Purchasers financial condition etc) is a Loan Commitment Letter whether or not such condition is met Purchaser accepts the risk that and cannot cancel this Contract if any condition concerning Purchaser is not met 182 Purchaser directly or through a mortgage broker registered pursuant to Article 12-D of the Banking Law shall diligently and in good faith 1821 apply only to an Institutional Lender for a loan on the Financing Terms (see para 121) on the form required by the Institutional Lender containing truthful and complete information and submit such application together with such documents as the Institutional Lender requires and pay the applicable fees and charges of the Institutional Lender all of which shall be performed within 5 business days after the Delivery Date 1822 promptly submit to the Institutional Lender such further references data and documents requested by the Institutional Lender and 1823 accept a Loan Commitment Letter meeting the Financing Terms and comply with all requirements of such Loan Commitment Letter (or any other loan commitment letter accepted by Purchaser) and of the Institutional Lender in order to close the loan and 1824 furnish Seller with a copy of the Loan Commitment Letter promptly after Purchasers receipt thereof 1825 Purchaser is not required to apply to more than one Institutional Lender 183 If Paragraph 1201 applies then 1831 provided Purchaser has complied with all applicable provisions of para 182 and this para 183 Purchaser may cancel this Contract as set forth below if
18311 any Institutional Lender denies Purchasers application in writing prior to the Loan Commitment Date (see Paragraph 121) or 18312 a Loan Commitment Letter is not issued by the Institutional Lender on or before the Loan Commitment Date or 18313 any requirement of the Loan Commitment Letter other than one concerning Purchaser is not met (eg failure of the Corporation to execute and deliver the Institutional Lenders recognition agreement or other document financial condition of the Corporation owner occupancy quota etc) or 18314 (i) the Closing is adjourned by Seller or the Corporation for more than 30 business days from the Scheduled Closing Date and (ii) the Loan Commitment Letter expires on a date more than 30 business days after the Scheduled Closing Date and before the new date set for Closing pursuant to this para and (iii) Purchaser is unable in good faith to obtain from the Institutional Lender an extension of the Loan Commitment Letter or a new Loan Commitment Letter on the Financing Terms without paying additional fees to the Institutional Lender unless Seller agrees by Notice to Purchaser within 5 business days after receipt of Purchasers Notice of cancellation on such ground that Seller will pay such additional fees and Seller pays such fees when due Purchaser may not object to an adjournment by Seller for up to 30 business days solely because the Loan Commitment Letter would expire before such adjourned Closing date 1832 Purchaser shall deliver Notice of cancellation to Seller within 5 business days after the Loan Commitment Date if cancellation is pursuant to para 18311 or 18312 and on or prior to the Scheduled Closing Date if cancellation is pursuant to para 18313 or 18314 1833 If cancellation is pursuant to Paragraph 18311 then Purchaser shall deliver to Seller together with Purchasers Notice a copy of the Institutional Lenders written denial of Purchasers loan application If cancellation is pursuant to para 18313 then Purchaser shall deliver to Seller together with Purchasers Notice evidence that a requirement of the Institutional Lender was not met 1834 Seller may cancel this Contract by Notice to Purchaser sent within 5 days after the Loan Commitment Date if Purchaser shall not have sent by then either (i) Purchasers Notice of cancellation or (ii) a copy of the Loan Commitment Letter to Seller which cancellation shall become effective if Purchaser does not deliver a copy of such Loan Commitment Letter to Seller within 10 business days after the Loan Commitment Date 1835 Failure by either Purchaser or Seller to deliver Notice of cancellation as required by this para 183 shall constitute a waiver of the right to cancel under this para 183 1836 If this Contract is canceled by Purchaser pursuant to this para 183 then thereafter neither Party shall have any further rights against or obligations or liabilities to the other by reason of this Contract except that the Contract Deposit shall be promptly refunded to Purchaser and except as set forth in para 12 If this Contract is canceled by Purchaser pursuant to para 18314 then Seller shall reimburse Purchaser for any non-refundable financing and inspection expenses and other sums reimbursable pursuant to para 16 1837 Purchaser cannot cancel this Contract pursuant to 18314 and cannot obtain a refund of the Contract Deposit if the Institutional Lender fails to fund the loan 18371 because a requirement of the Loan Commitment Letter concerning Purchaser is not met (eg Purchasers financial condition or employment status suffers an adverse change Purchaser fails to satisfy a condition relating to the sale of an existing residence etc) or 18372 due to the expiration of a Loan Commitment Letter issued with an expiration date that is not more than 30 business days after the Scheduled Closing Date 19 SingularPlural and JointSeveral The use of the singular shall be deemed to include the plural and vice versa whenever the context so requires If more than one person constitutes Seller or Purchaser their obligations as such Party shall be joint and several 20 No Survival No representation andor covenant contained herein shall survive Closing except as expressly provided Payment of the Balance shall constitute a discharge and release by Purchaser of all of Sellers obligations hereunder except those expressly stated to survive Closing 21 Inspections
Purchaser and Purchasers representatives shall have the right to inspect the Unit within 48 hours prior to Closing and at other reasonable times upon reasonable request to Seller 22 Governing Law and Venue This Contract shall be governed by the laws of the State of New York without regard to principles of conflict of laws Any action or proceeding arising out of this Contract shall be brought in the county or Federal district where the Unit is located and the Parties hereby consent to said venue 23 No Assignment by Purchaser Death of Purchaser 231 Purchaser may not assign this Contract or any of Purchasers rights hereunder Any such purported assignment shall be null and void 232 This Contract shall terminate upon the death of all persons comprising Purchaser and the Contract Deposit shall be refunded to the Purchaser Upon making such refund and reimbursement neither Party shall have any further liability or claim against the other hereunder except as set forth in para 12 24 Cooperation of Parties 241 The Parties shall each cooperate with the other the Corporation and Purchasers Institutional Lender and title company if any and obtain execute and deliver such documents as are reasonably necessary to consummate this sale 242 The Parties shall timely file all required documents in connection with all governmental filings that are required by law Each Party represents to the other that its statements in such filings shall be true and complete This para 242 shall survive Closing 25 FIRPTA The parties shall comply with IRC sectsect 897 1445 and the regulations thereunder as same may be amended (FIRPTA) If applicable Seller shall execute and deliver to purchaser at Closing a Certification of Non-Foreign Status (CNS) or deliver a Withholding Certificate from the IRS If Seller fails to deliver a CNS or a Withholding Certificate Purchaser shall withhold from the Balance and remit to the IRS such sum as may be required by law Seller hereby waives any right of action against Purchaser on account of such withholding and remittance This para 25 shall survive Closing 26 Additional Requirements 261 Purchaser shall not be obligated to close unless all of the following requirements are satisfied at the time of the Closing 2611 the Corporation is in good standing 2612 the Corporation has fee or leasehold title to the Premises whether or not marketable or insurable and 2613 there is no pending in rem action tax certificatelien sale or foreclosure action of any underlying mortgage affecting the Premises 262 If any requirement in para 261 is not satisfied at the time of the Closing Purchaser shall give Seller Notice and if the same is not satisfied within a reasonable period of time thereafter then either Party may cancel this Contract (pursuant to para 163) by Notice 27 Escrow Terms 271 The Contract Deposit shall be deposited by Escrowee in an escrow account as set forth in para 124 and the proceeds held and disbursed in accordance with the terms of this Contract At Closing the Contract Deposit shall be paid by Escrowee to Seller If the Closing does not occur and either Party gives Notice to Escrowee demanding payment of the Contract Deposit Escrowee shall give prompt Notice to the other Party of such demand If Escrowee does not receive a Notice of objection to the proposed payment from such other Party within 10 business days after the giving of Escrowees Notice Escrowee is hereby authorized and directed to make such payment to the demanding party If Escrowee does receive such a Notice of objection within said period or if for any reason Escrowee in good faith elects not to make such payment Escrowee may continue to hold the Contract Deposit until otherwise directed by a joint Notice by the Parties or a final non-appealable judgment order or decree of a court of competent jurisdiction However Escrowee shall have the right at any time to deposit the Contract Deposit and the interest thereon if any with the clerk of a court in the county as set forth in para 22 and shall give Notice of such deposit to each Party Upon disposition of the Contract Deposit and
interest thereon if any in accordance with this para 27 Escrowee shall be released and discharged of all escrow obligations and liabilities 272 The Party whose Attorney is Escrowee shall be liable for loss of the Contract Deposit If the Escrowee is Sellers attorney then Purchaser shall be credited with the amount of the contract Deposit at Closing 273 Escrowee will serve without compensation Escrowee is acting solely as a stakeholder at the Parties request and for their convenience Escrowee shall not be liable to either Party for any act or omission unless it involves bad faith willful disregard of this Contract or gross negligence In the event of any dispute Seller and Purchaser shall jointly and severally (with right of contribution) defend (by attorneys selected by Escrowee) indemnify and hold harmless Escrowee from and against any claim judgment loss liability cost and expenses incurred in connection with the performance of Escrowees acts or omissions not involving bad faith willful disregard of this Contract or gross negligence This indemnity includes without limitation reasonable attorneys fees either paid to retain attorneys or representing the fair value of legal services rendered by Escrowee to itself and disbursements court costs and litigation expenses 274 Escrowee acknowledges receipt of the Contract Deposit by check subject to collection
275 Escrowee agrees to the provisions of this para 27 276 If Escrowee is the Attorney for a Party Escrowee shall be permitted to represent such Party in any dispute or lawsuit 277 This para 27 shall survive Closing cancellation or termination of this Contract 28 Margin Headings The margin headings do not constitute part of the text of this Contract 29 Miscellaneous This Contract shall not be binding unless and until Seller delivers a fully executed counterpart of this Contract to Purchaser (or Purchasers Attorney) pursuant to para 172 and 173 This Contract shall bind and inure to the benefit of the Parties hereto and their respective heirs personal and legal representatives and successors in interest 30 Lead Paint If applicable the complete and fully executed Disclosure of Information on Lead Based Paint and or Lead-Based Paint Hazards is attached hereto and made a part hereof
In Witness Whereof the Parties hereto have duly executed this Contract as of the date first above written
ESCROW TERMS AGREED TO SELLER PURCHASER GIDDINS CLAMAN LLP ESCROWEE
Rider to and Part of Contract of Sale Between as Seller and as Purchaser for Unit at New York NY
31 Purchasers Additional Representations and Covenants 3 11 Supplementing para 42 of the Contract Purchaser also represents and covenants that 3111 Purchaser has and will at Closing have available unencumbered cash and cash equivalents (including publicly traded securities) in a sum at least equal to (and having a then current value of) the Balance and 3112 Purchaser has and will at and immediately following the Closing have a positive net worth 312 the Maintenance and the monthly amount of the Assessment (if any) do not aggregate more than 25 of the current total gross monthly income of the individuals comprising the Purchaser
313 (if para 1201 or para 1202 applies) the monthly debt service (interest and amortization of principal if any) of the proposed financing together with the Maintenance and the monthly Assessment amount (if any) do not aggregate more than 35 of said current total gross monthly income 32 Supplementing paragraph 4 1 Seller has no actual knowledge of a material default or condition which the Lessee is required to cure under the Lease and which remains uncured If prior to Closing Seller acquires knowledge of a such default or condition which the Lessee would be required to cure then Seller shall cure same at or prior to Closing This provision shall not survive closing
The Parties have duly executed this Rider as of the same date as the Contract SELLER PURCHASER ______________________________ _______________________________
Note This form is intended to deal with matters common to most transactions
involving the sale of a condominium unit Provisions should be added altered or
deleted to suit the circumstances of a particular transaction No representation is
made that this form of contract complies with Section 5-702 of the General
Obligations Law (ldquoPlain Language Lawrdquo)
CONSULT YOUR LAWYER BEFORE SIGNING THIS AGREEMENT
Contract of Sale - Condominium Unit
Agreement made as of 2010 between residing at Street Apt
New York NY (ldquoSellerrdquo) and residing at (ldquoPurchaserrdquo)
1 Unit Seller agrees to sell and convey and Purchaser agrees to purchase Unit
No (ldquoUnitrdquo) in the building (ldquoBuildingrdquo) known as Condominium
(ldquoCondominiumrdquo) and located at New York NY New York together with a
XXXXX percent undivided interest in the Common Elements (as defined in para 6)
appurtenant thereto all upon and subject to the terms and conditions set forth herein The
Unit shall be as designated in the Declaration of Condominium Ownership (as the same
may be amended from time to time the ldquoDeclarationrdquo) of the Condominium recorded in
New York County New York or the By-Laws (as the same may be amended from time
to time the ldquoBy-Lawsrdquo) of the Condominium
2 Personal Property (a) The sale includes all of Sellerrsquos right title and
interest if any in and to
(i) the refrigerators freezers ranges ovens built-in microwave
ovens dishwashers washing machines clothes dryers cabinets and counters lighting
and plumbing fixtures chandeliers air conditioning equipment venetian blinds shades
screens storm windows and other window treatments wall-to-wall carpeting
bookshelves switchplates door hardware and mirrors built-ins and articles of property
and fixtures attached to or appurtenant to the Unit except those listed in subpara 2(b) all
of which included property and fixtures are represented to be owned by Seller free and
clear of all liens and encumbrances other than those encumbrances (ldquoPermitted
Exceptionsrdquo) set forth on Schedule A annexed hereto and made a part hereof (strike out
inapplicable items) to the extent any of the foregoing exist in the Unit on the date
hereof and
- 2 -
(ii)
(b) Excluded from this sale are
(i) furniture and furnishings (other than as specifically provided
in this Contract) and
(ii)
(c) The property referred to in subpara 2(a)(i) and (ii) may not be
purchased if title to the Unit is not conveyed hereunder
3 Purchase Price (a) The purchase price (ldquoPurchase Pricerdquo) is $
payable as follows
(i) $ (ldquoDownpaymentrdquo) on the signing of this Contract by
good check subject to collection the receipt of which is hereby acknowledged to be held
in escrow pursuant to para 16 and
(ii) $ constituting the balance of the Purchase Price by
certified check of Purchaser or official bank check (except as otherwise provided in this
Contract) on the delivery of the deed as hereinafter provided
(b) All checks in payment of the Purchase Price shall represent United
States currency and be drawn on or issued by a bank or trust company authorized to
accept deposits in New York State All checks in payment of the Downpayment shall be
payable to the order of Escrowee (as hereinafter defined) All checks in payment of the
balance of the Purchase Price shall be payable to the order of Seller (or as Seller
otherwise directs pursuant to subparas 6(a)(viii) or 18(b))
(c) Except for the Downpayment and checks aggregating not more than
one-half of one percent of the Purchase Price One Thousand Dollars ($100000)
including payment for closing adjustments all checks delivered by Purchaser shall be
certified or official bank checks as hereinabove provided
4 Closing of Title The closing documents referred to in para 6 shall be
delivered and payment of the balance of the Purchase Price shall be made at the closing
of title (ldquoClosingrdquo) to be held on or about at AM at the offices of
Giddins Claman LLP 675 Third Avenue 29th
Floor New York NY or at the office
of Purchaserrsquos lending institution or its counsel provided however that such office is
located in either the City or County in which either (a) Sellerrsquos attorney maintains an
office or (b) the Unit is located
5 Representations Warranties and Covenants Seller represents warrants
and covenants that
- 3 -
(a) Seller is the sole owner of the Unit and the property referred to in
subpara 2(a) and Seller has the full right power and authority to sell convey and transfer
the same
(b) The common charges (excluding separately billed utility charges) for
the Unit on the date hereof are $xxxxx per month
(c) Seller has not received any written notice of any intended assessment
or increase in common charges not reflected in subpara 5(b) Purchaser acknowledges
that it will not have the right to cancel this Contract in the event of the imposition of any
assessment or increase in common charges after the date hereof of which Seller has not
heretofore received written notice
(d) The real estate taxes for the Unit for the fiscal year of ________
through ________ are $_________ Purchaser may verify the real estate taxes on the
website of the New York City Department of Finance A printout from the website
is attached
(e) Seller is not a ldquosponsorrdquo or a nominee of a ldquosponsorrdquo under any plan of
condominium organization affecting the Unit
(f) All refrigerators freezers ranges dishwashers washing machines
clothes dryers and air conditioning equipment included in this sale will be in working
order at the time of Closing
(g) If a copy is attached to this Contract the copy of the Certificate of
Occupancy covering the Unit is a true and correct copy and
(h) Seller is not a ldquoforeign personrdquo as defined in para 17 (If inapplicable
delete and provide for compliance with Code Withholding Section as defined in para
17)
6 Closing Documents (a) At the Closing Seller shall deliver to Purchaser the
following
(i) Bargain and sale deed With covenant against grantorrsquos acts
(ldquoDeedrdquo) complying with RPL sect 339-o and containing the covenant required by LL sect
13(5) conveying to Purchaser title to the Unit together with its undivided interest in the
Common Elements (as such term is defined in the Declaration and which term shall be
deemed to include Sellerrsquos right title and interest in any limited common elements
attributable to or used in connection with the Unit) appurtenant thereto free and clear of
all liens and encumbrances other than Permitted Exceptions The Deed shall be executed
and acknowledged by Seller and if requested by the Condominium executed and
acknowledged by Purchaser in proper statutory form for recording
- 4 -
(ii) If a corporation and if required pursuant to BCL sect 909 Seller
shall deliver to Purchaser (1) a resolution of its board of directors authorizing the delivery
of the Deed and (2) a certificate executed by an officer of such corporation certifying as
to the adoption of such resolution and setting forth facts demonstrating that the delivery
of the Deed is in conformity with the requirements of BCL sect 909 The Deed shall also
contain a recital sufficient to establish compliance with such law
(iii) A waiver of right of first refusal of the board of managers of
the Condominium (ldquoBoardrdquo) if required in accordance with para 8
(iv) A statement by the Condominium or its managing agent that
the common charges and any assessments then due and payable the Condominium have
been paid to the date of the Closing
(v) All keys to the doors of and mailbox for the Unit
(vi) Such affidavits andor other evidence as the title company
(ldquoTitle Companyrdquo) from which Purchaser has ordered a title insurance report and which
is authorized to do business in New York State shall reasonably require in order to omit
from its title insurance policy all exceptions for judgments bankruptcies or other returns
against Seller and persons or entities whose names are the same as or are similar to
Sellerrsquos name
(vii) New York City Real Property Transfer Tax Return if
applicable and New York State Real Estate Transfer Tax Return prepared executed and
acknowledged by Seller in proper form for submission
(viii) Checks in payment of all applicable real property transfer
taxes except a transfer tax which by law is primarily imposed on the purchaser
(ldquoPurchaser Transfer Taxrdquo) due in connection with the sale In lieu of delivery of such
checks Seller shall have the right upon reasonable prior notice to Purchaser to cause
Purchaser to deliver said checks at the Closing and to credit the amount thereof against
the balance of the Purchase Price Seller shall pay the additional transfer taxes if any
payable after the Closing by reason of the conveyance of the Unit which obligation shall
survive the Closing
(ix) Certification that Seller is not a foreign person pursuant to
para 17 or a withholding certificate from the Internal Revenue Service (If inapplicable
delete and provide for compliance with Code Section as defined in para 17) and
(x) Affidavit that a single station smoke detecting alarm device is
installed pursuant to New York Executive Law sect378(5)
(b) At the Closing Purchaser shall deliver to Seller the following
- 5 -
(i) Checks in payment of (y) the balance of the Purchase Price in
accordance with subpara 3(b) and (z) any Purchaser Transfer Tax
(ii) If required by the Declaration or By-Laws power of attorney
to the Board prepared by Seller in the form required by the Condominium The power of
attorney shall be executed and acknowledged by Purchaser and after being recorded
shall be sent to the Condominium
(iii) New York City Real Property Transfer Tax Return executed
and acknowledged by Purchaser and an Affidavit in Lieu of Registration pursuant to New
York Multiple Dwelling Law each in proper form for submission if applicable and
(iv) If required New York State Equalization Return executed
and acknowledged by Purchaser in proper form for submission
(c) It is a condition of Purchaserrsquos obligation to close title hereunder that
(i) All notes or notices of violations of law or governmental
orders ordinances or requirements affecting the Unit and noted or issued by any
governmental department agency or bureau having jurisdiction which were noted or
issued on or prior to the date hereof shall have been cured by Seller
(ii) Any written notice to Seller from the Condominium (or its
duly authorized representative) that the Unit is in violation of the Declaration By-Laws
or rules and regulations of the Condominium shall have been cured and
(iii) The Condominium is a valid condominium created pursuant
to RPL Art 9-B and the Title Company will so insure
7 Closing Adjustments (a) The following adjustments shall be made as of
1159 PM of the day before the Closing
(i) Real estate taxes and water charges and sewer rents if
separately assessed on the basis of the fiscal period for which assessed except that if
there is a water meter with respect to the Unit apportionment shall be based on the last
available reading subject to adjustment after the Closing promptly after the next reading
is available provided however that in the event real estate taxes have not as of the date
of Closing been separately assessed to the Unit real estate taxes shall be apportioned on
the same basis as provided in the Declaration or By-Laws or in the absence of such
provision based upon the Unitrsquos percentage interest in the Common Elements
(ii) Common charges of the Condominium and
(iii) If fuel is separately stored with respect to the Unit only the
value of fuel stored with respect to the Unit at the price then charged by Sellerrsquos supplier
- 6 -
(as determined by a letter or certificate to be obtained by Seller from such supplier)
including any sales taxes
(b) If at the time of Closing the Unit is affected by an assessment which is
or may become payable in installments then for the purposes of this Contract only the
unpaid installments which are then due shall be considered due and are to be paid by
Seller at the Closing All subsequent installments at the time of Closing shall be the
obligation of Purchaser
(c) Any errors or omissions in computing closing adjustments shall be
corrected This subpara 7(c) shall survive the Closing
(d) If the Unit is located in the City of New York the ldquocustoms in respect
to title closingsrdquo recommended by The Real Estate Board of New York Inc as amended
and in effect on the date of Closing shall apply to the adjustments and other matters
therein mentioned except as otherwise provided herein
8 Right of First Refusal If so provided in the Declaration or By-Laws this
sale is subject to and conditioned upon the waiver of a right of first refusal to purchase
the Unit held by the Condominium and exercisable by the Board Seller agrees to give
notice promptly to the Board of the contemplated sale of the Unit to Purchaser which
notice shall be given in accordance with the terms of the Declaration and By-Laws and
Purchaser agrees to provide promptly all applications information and references
reasonably requested by the Board If the Board shall exercise such right of first refusal
Seller shall promptly refund to Purchaser the Downpayment (which term for all purposes
of this Contract shall be deemed to include interest if any earned thereon) and upon the
making of such refund this Contract shall be deemed cancelled and of no further force or
effect and neither party shall have any further rights against or obligations or liabilities
to the other by reason of this Contract If the Board shall fail to exercise such right of
first refusal within the time and in the manner provided for in the Declaration or By-Laws
or shall declare in writing its intention not to exercise such right of first refusal (a copy of
which writing shall be delivered to Purchaser promptly following receipt thereof) the
parties hereto shall proceed with this sale in accordance with the provisions of this
Contract
9 Processing Fee Seller shall at the Closing pay all fees and charges payable
to the Condominium (andor its managing agent) in connection with this sale and
customarily charged to Sellers by the Condominium including without limitation
any processing fee the legal fees if any of the Condominiumrsquos attorney in connection
with this sale and unless otherwise agreed to by Seller and Purchaser in writing all ldquoflip
taxesrdquo transfer or entrance fees or similar charges if any payable to or for the
Condominium or otherwise for the benefit of the Condominium unit owners which arise
by reason of this sale Purchaser shall pay all fees customarily charged to Purchasers
by the Condominium or Managing Agent
- 7 -
10 No Other Representations Purchaser has examined and is satisfied with the
Declaration By-Laws and rules and regulations of the Condominium or has waived the
examination thereof Purchaser has inspected the Unit its fixtures appliances and
equipment and the personal property if any included in this sale as well as the Common
Elements of the Condominium and knows the condition thereof and subject to subpara
5(f) agrees to accept the same ldquoas isrdquo ie in the condition they are in on the date hereof
subject to normal use wear and tear between the date hereof and the Closing Purchaser
has examined or waived examination of the last audited financial statements of the
Condominium and has considered or waived consideration of all other matters pertaining
to this Contract and to the purchase to be made hereunder and does not rely on any
representations made by any broker or by Seller or anyone acting or purporting to act on
behalf of Seller as to any matters which might influence or affect the decision to execute
this Contract or to buy the Unit or said personal property except those representations
and warranties which are specifically set forth in this Contract
11 Possession Seller shall prior to the Closing remove from the Unit all
furniture furnishings and other personal property not included in this sale shall repair
any damage caused by such removal and shall deliver exclusive possession of the Unit at
the Closing vacant broom-clean and free of tenancies or other rights of use or
possession
12 Access Seller shall permit Purchaser and its architect decorator or other
authorized persons to have the right of access to the Unit between the date hereof and the
Closing for the purpose of inspecting the same and taking measurements at reasonable
times and upon reasonable prior notice to Seller (by telephone or otherwise) Further
Purchaser shall have the right to inspect the Unit at a reasonable time during the 24-hour
period immediately preceding the Closing
13 Defaults and Remedies (a) If Purchaser defaults hereunder Sellerrsquos sole
remedy shall be to retain the Downpayment as liquidated damages it being agreed that
Sellerrsquos damages in case of Purchaserrsquos default might be impossible to ascertain and that
the Downpayment constitutes a fair and reasonable amount of damages under the
circumstances and is not a penalty
(b) If Seller defaults hereunder Purchaser shall have such remedies as
Purchaser shall be entitled to at law or in equity including but not limited to specific
performance
14 Notices Any notice request or other communication (ldquoNoticerdquo) given or
made hereunder (except for the notice required by para 12) shall be in writing and either
(a) sent by any of the parties hereto or their respective attorneys by registered or certified
mail return receipt requested postage prepaid or (b) delivered in person or by overnight
courier with receipt acknowledged to the address given at the beginning of this Contract
for the party to whom the Notice is to be given or to such other address for such party as
said party shall hereafter designate by Notice given to the other party pursuant to this
- 8 -
para 14 or (c) with respect to para 6(a)(viii) or para 18(b) sent by fax to the partyrsquos
attorney Each Notice mailed shall be deemed given on the third business day following
the date of mailing the same and each Notice delivered in person or by overnight courier
shall be deemed given when delivered A copy of each notice sent to a party shall also be
sent to the partyrsquos attorney Each notice sent by fax shall be deemed given when
transmission is confirmed by the senders fax machine The attorneys for the parties are
hereby authorized to give and receive on behalf of their clients all Notices and deliveries
15 Purchaserrsquos Lien The Downpayment and all other sums paid on account of
this Contract and the reasonable expenses of the examination of title to and departmental
violation searches in respect of the Unit are hereby made a lien upon the Unit but such
lien shall not continue after default by Purchaser hereunder
16 Downpayment in Escrow (a) Sellerrsquos attorney (ldquoEscroweerdquo) shall hold the
Downpayment in escrow in a segregated bank account at the depository identified at the
end of this Contract until Closing or sooner termination of this Contract and shall pay
over or apply the Downpayment in accordance with the terms of this para 16 Escrowee
shall hold the Downpayment in a(n) interest-bearing Escrow account for the benefit of
the parties If interest is held for the benefit of the parties it shall be paid to the party
entitled to the Downpayment and the party receiving the interest shall pay any income
taxes thereon If interest is not held for the benefit of the parties the Downpayment shall
be placed in an IOLA account or as otherwise permitted or required by law The Social
Security or Federal Identification numbers of the parties shall be furnished to Escrowee
upon request At Closing the Downpayment shall be paid by Escrowee to Seller If for
any reason Closing does not occur and either party gives Notice (as defined in paragraph
14) to Escrowee demanding payment of the Downpayment Escrowee shall give prompt
Notice to the other party of such demand If Escrowee does not receive Notice of
objection from such other party to the proposed payment within 10 business days after
the giving of such Notice Escrowee is hereby authorized and directed to make such
payment If Escrowee does receive such Notice of objection within such 10 day period or
if for any other reason Escrowee in good faith shall elect not to make such payment
Escrowee shall continue to hold such amount until otherwise directed by Notice from the
parties to this Contract or a final nonappealable judgment order or decree of a court
However Escrowee shall have the right at any time to deposit the Downpayment with the
clerk of a court in the county in which the Unit is located and shall give Notice of such
deposit to Seller and Purchaser Upon such deposit or other disbursement in accordance
with the terms of this para 16 Escrowee shall be relieved and discharged of all further
obligations and responsibilities hereunder
(b) The parties acknowledge that Escrowee is acting solely as a
stakeholder at their request and for their convenience and that Escrowee shall not be
liable to either party for any act or omission on its part unless taken or suffered in bad
faith or in willful disregard of this Contract or involving gross negligence on the part of
Escrowee Seller and Purchaser jointly and severally (with right of contribution) agree to
- 9 -
defend (by attorneys selected by Escrowee) indemnify and hold Escrowee harmless from
and against all costs claims and expenses (including reasonable attorneysrsquo fees) incurred
in connection with the performance of Escroweersquos 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 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 Escroweersquos agreement to the provisions of this para 16 by signing in
the place indicated in this Contract
(e) Escrowee or any member of its firm shall be permitted to act as
counsel for Seller in any dispute as to the disbursement of the Downpayment or any other
dispute between the parties whether or not Escrowee is in possession of the
Downpayment and continues to act as Escrowee
(f) The party whose attorney is Escrowee shall be liable for loss of the
Downpayment
17 FIRPTA Seller represents and warrants to Purchaser that Seller is not a
ldquoforeign personrdquo as defined in IRC sect 1445 as amended and the regulations issued
thereunder (ldquoCode Withholding Sectionrdquo) At the Closing Seller shall deliver to
Purchaser a certificate stating that Seller is not a foreign person in the form then required
by the Code Withholding Section or a withholding certificate from the Internal Revenue
Service In the event Seller fails to deliver the aforesaid certificate or in the event that
Purchaser is not entitled under the Code Withholding Section to rely on such certificate
Purchaser shall deduct and withhold from the Purchase Price a sum equal to 10 thereof
and shall at Closing remit the withheld amount with the required forms to the Internal
Revenue Service
18 Title Report Acceptable Title (a) Purchaser shall promptly after the date
hereof or after receipt of the mortgage commitment letter if applicable order a title
insurance report from the Title Company Promptly after receipt of the title report and
thereafter of any continuations thereof and supplements thereto Purchaser shall forward a
copy of each such report continuation or supplement to the attorney for Seller Purchaser
shall further notify Sellerrsquos attorney of any other objections to title not reflected in such
title report of which Purchaser becomes aware following the delivery of such report
reasonably promptly after becoming aware of such objections
(b) Any unpaid taxes assessments water charges and sewer rents
together with the interest and penalties thereon to a date not less than two days following
- 10 -
the date of Closing and any other liens and encumbrances which Seller is obligated to
pay and discharge or which are against corporations estates or other persons in the chain
of title together with the cost of recording or filing any instruments necessary to
discharge such liens and encumbrances of record may be paid out of the proceeds of the
monies payable at the Closing if Seller delivers to Purchaser at the Closing official bills
for such taxes assessments water charges sewer rents interest and penalties and
instruments in recordable form sufficient to discharge any other liens and encumbrances
of record Upon request made a reasonable time before the Closing Purchaser shall
provide at the Closing separate checks for the foregoing payable to the order of the holder
of any such lien charge or encumbrance and other wise complying with subpara 3(b) If
the Title Company is willing to insure Purchaser that such charges liens and
encumbrances will not be collected out of or enforced against the Unit and is willing to
insure the lien of Purchaserrsquos Institutional Lender (as hereinafter defined) free and clear
of any such charges liens and encumbrances then Seller shall have the right in lieu of
payment and discharge to deposit with the Title Company such funds or to give such
assurances or to pay such special or additional premiums as the Title Company may
require in order to so insure In such case the charges liens and encumbrances with
respect to which the Title Company has agreed so to insure shall not be considered
objections to title
(c) Seller shall convey and Purchaser shall accept fee simple title to the
Unit in accordance with the terms of this Contract subject only to (a) the Permitted
Exceptions and (b) such other matters as (i) the Title Company or any other title insurer
licensed to do business by the State of New York shall be willing without special or
additional premium to omit as exceptions to coverage or to except with insurance against
collection out of or enforcement against the Unit and (ii) shall be accepted by any lender
which has committed in writing to provide mortgage financing to Purchaser for the
purchase of the Unit (ldquoPurchaserrsquos Institutional Lenderrdquo) except that if such
acceptance by Purchaserrsquos Institutional Lender is unreasonably withheld or delayed such
acceptance shall be deemed to have been given
(d) Notwithstanding any contrary provisions in this Contract express or
implied or any contrary rule of law or custom if Seller shall be unable to convey the
Unit in accordance with this Contract (provided that Seller shall release discharge or
otherwise cure at or prior to Closing any matter created by Seller after the date hereof and
any existing mortgage unless this sale is subject to it) and if Purchaser elects not to
complete this transaction without abatement of the Purchase Price the sole obligation and
liability of Seller shall be to refund the Downpayment to Purchaser together with the
reasonable cost of the examination of title to and departmental violation searches in
respect of the Unit and upon the making of such refund and payment this Contract shall
be deemed cancelled and of no further force or effect and neither party shall have any
further rights against or obligations or liabilities to the other by reason of this Contract
However nothing contained in this subpara 18(d) shall be construed to relieve Seller
from liability due to a willful default
- 11 -
19 Risk of Loss Casualty (a) The risk of loss or damage to the Unit or the
personal property included in this sale by fire or other casualty until the earlier of the
Closing or possession of the Unit by Purchaser is assumed by Seller but without any
obligation of Seller to repair or replace any such loss or damage unless Seller elects to do
so as hereinafter provided Seller shall notify Purchaser of the occurrence of any such
loss or damage to the Unit or the personal property included in this sale within 10 days
after such occurrence or by the date of Closing whichever first occurs and by such
notice shall state whether or not Seller elects to repair or restore the Unit andor the
personal property as the case may be If Seller elects to make such repairs and
restorations Sellerrsquos notice shall set forth an adjourned date for the Closing which shall
be not more than 60 days after the date of the giving of Sellerrsquos notice If Seller either
does not elect to do so or having elected to make such repairs and restorations fails to
complete the same on or before said adjourned date for the Closing Purchaser shall have
the following options
(i) To declare this Contract cancelled and of no further force or
effect and receive a refund of the Downpayment in which event neither party shall
thereafter have any further rights against or obligations or liabilities to the other by
reason of this Contract or
(ii) To complete the purchase in accordance with this Contract
without reduction in the Purchase Price except as provided in the next sentence If Seller
carries hazard insurance covering such loss or damage Seller shall turn over to Purchaser
at the Closing the net proceeds actually collected by Seller under the provisions of such
hazard insurance policies to the extent that they are attributable to loss of or damage to
any property included in this sale less any sums theretofore expended by Seller in
repairing or replacing such loss or damage or in collecting such proceeds and Seller shall
assign (without recourse to Seller) Sellerrsquos right to receive any additional insurance
proceeds which are attributable to the loss of or damage to any property included in this
sale
(b) If Seller does not elect to make such repairs and restorations
Purchaser may exercise the resulting option under (i) or (ii) of (a) above only by notice
given to Seller within 10 days after receipt of Sellerrsquos notice If Seller elects to make such
repairs and restorations and fails to complete the same on or before the adjourned closing
date Purchaser may exercise either of the resulting options within 10 days after the
adjourned closing date
(c) In the event of any loss of or damage to the Common Elements which
materially and adversely affects access to or use of the Unit arising after the date of this
Contract but prior to the Closing Seller shall notify Purchaser of the occurrence thereof
within 10 days after such occurrence or by the date of Closing whichever occurs first in
which event Purchaser shall have the following options
- 12 -
(i) To complete the purchase in accordance with this Contract
without reduction in the Purchase Price or
(ii) To adjourn the Closing until the first to occur of (1)
completion of the repair and restoration of the loss or damage to the point that there is no
longer a materially adverse effect on the access to or use of the Unit or (2) the 60th day
after the date of the giving of Sellerrsquos aforesaid notice In the event Purchaser elects to
adjourn the Closing as aforesaid and such loss or damage is not so repaired and restored
within 60 days after the date of the giving of Sellerrsquos aforesaid notice then Purchaser
shall have the right either to (x) complete the purchase in accordance with this Contract
without reduction in the Purchase Price or (y) declare this Contract cancelled and of no
further force or effect and receive a refund of the Downpayment in which latter event
neither party shall thereafter have any further rights against or obligations or liabilities
to the other by reason of this Contract
(d) In the event of any loss of or damage to the Common Elements which
does not materially and adversely affect access to or use of the Unit Purchaser shall
accept title to the Unit in accordance with this Contract without abatement of the
Purchase Price
20 Internal Revenue Service Reporting Requirement Each party shall
execute acknowledge and deliver to the other party such instruments and take such other
actions as such other party may reasonably request in order to comply with IRC sect
6045(e) as amended or any successor provision or any regulations promulgated pursuant
thereto insofar as the same requires reporting of information in respect of real estate
transactions The provisions of this para 20 shall survive the Closing The parties
designate _________________________________ as the attorney responsible for
reporting this information as required by law
21 Broker Seller and Purchaser represent and warrant to each other that the only
real estate broker with whom they have dealt in connection with this Contract and the
transaction set forth herein is ______________________________ and that they know of
no other real estate broker who has claimed or may have the right to claim a commission
in connection with this transaction The commission of such real estate broker shall be
paid by Seller pursuant to separate agreement If no real estate broker is specified above
the parties acknowledge that this Contract was brought about by direct negotiation
between Seller and Purchaser and each represents to the other that it knows of no real
estate broker entitled to a commission in connection with this transaction Seller and
Purchaser shall indemnify and defend each other against any costs claims or expenses
(including reasonable attorneysrsquo fees) arising out of the breach on their respective parts of
any representation warranty or agreement contained in this para 21 The provisions of
this para 21 shall survive the Closing or if the Closing does not occur the termination of
this Contract
- 13 -
22 Mortgage Commitment Contingency (Delete paragraph if inapplicable) (a)
The obligation of Purchaser to purchase under this Contract is conditioned upon issuance
on or before ____________ days after a fully executed copy of this Contract is given to
Purchaser or Purchaserrsquos attorney in the manner set forth in paragraph 14 or
subparagraph 22(k) (the ldquoCommitment Daterdquo) 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 Purchasers sole cost and expense of $______________ for a term of at least _______
years (or such lesser sum or shorter term as Purchaser shall be willing to accept) at the
prevailing fixed or adjustable rate of interest and on other customary commitment terms
(the ldquoCommitmentrdquo) To the extent a Commitment is conditioned on the sale of
Purchaserrsquos current home payment of any outstanding debt no material adverse change
in Purchaserrsquos 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 Lenderrsquos approval of an appraisal shall not be deemed a ldquoCommitmentrdquo
hereunder until an appraisal is approved (and if that does not occur before the
Commitment Date Purchaser may cancel under subparagraph 22(e) unless the
Commitment Date is extended) Purchaserrsquos 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 Purchaserrsquos
election more than one Institutional Lender for such mortgage loan (ii) furnish accurate
and complete information regarding Purchaser and members of Purchaserrsquos 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 22(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 (ldquoMortgage Brokerrdquo) shall constitute full compliance with
the terms and conditions set forth in subparagraph 22(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 22
- 14 -
(e) If no Commitment is issued by the 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 22(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 22
(f) If this Contract is canceled by Purchaser pursuant to subparagraphs
22(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 21
(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 22(a) then Purchaser shall be deemed to have waived
Purchaserrsquos right to cancel this Contract and to receive a refund of the Downpayment by
reason of the contingency contained in this paragraph 22
(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 of its obligations under this
paragraph 22) and except as set forth in paragraph 21
(i) The attorneys for the parties are hereby authorized to give and receive
on behalf of their clients all Notices and deliveries under this paragraph 22
(j) For purposes of this Contract the term ldquoInstitutional Lenderrdquo 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
(k) For purposes of subparagraph (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
- 15 -
23 Gender Etc As used in this Contract the neuter includes the masculine and
feminine the singular includes the plural and the plural includes the singular as the
context may require
24 Entire Contract All prior understandings and agreements between Seller and
Purchaser are merged in this Contract and this Contract supersedes any and all
understandings and agreements between the parties and constitutes the entire agreement
between them with respect to the subject matter hereof
25 Captions The captions in this Contract are for convenience and reference
only and in no way define limit or describe the scope of this Contract and shall not be
considered in the interpretation of this Contract or any provision hereof
26 No Assignment by Purchaser Purchaser may not assign this Contract or any
of Purchaserrsquos rights hereunder
27 Successors and Assigns Subject to the provisions of para 26 the provisions
of this Contract shall bind and inure to the benefit of both Purchaser and Seller and their
respective distributees executors administrators heirs legal representatives successors
and permitted assigns
28 No Oral Changes This Contract cannot be changed or terminated orally Any
changes or additional provisions must be set forth in a rider attached hereto or in a
separate written agreement signed by both parties to this Contract
29 Contract Not Binding Until Signed This Contract shall not be binding or
effective until properly executed and delivered by Seller and Purchaser
30 Lead-Based Paint If applicable the complete and fully executed disclosure
of information on lead-based paint andor lead-based paint hazards is attached hereto and
made a part hereof
IN WITNESS WHEREOF the parties hereto have duly executed this Contract
on the day and year first above written
Seller Purchaser
_________________________________ ____________________________________
- 16 -
Agreed to as to para 16 ________________________________
Giddins Claman LLP Escrowee
Escrow Depository
Address
SCHEDULE A - Permitted Exceptions
1 Zoning laws and regulations and landmark historic or wetlands designation
which are not violated by the Unit and which are not violated by the Common Elements
to the extent that access to or use of the Unit would be materially and adversely affected
2 Consents for the erection of any structure or structures on under or above any
street or streets on which the Building may abut
3 The terms burdens covenants restrictions conditions easements and rules
and regulations set forth in the Declaration By-Laws and rules and regulations of the
Condominium the Power of Attorney from Purchaser to the board of managers of the
Condominium and the floor plans of the Condominium all as may be amended from time
to time
4 Rights of utility companies to lay maintain install and repair pipes lines
poles conduits cable boxes and related equipment on over and under the Building and
Common Elements provided that none of such rights imposes any monetary obligation
on the owner of the Unit or materially interferes with the use of or access to the Unit
5 Encroachments of stoops areas cellar steps trim cornices lintels window
sills awnings canopies ledges fences hedges coping and retaining walls projecting
from the Building over any street or highway or over any adjoining property and
encroachments of similar elements projecting from adjoining property over the Common
Elements
6 Any state of facts which an accurate survey or personal inspection of the
Building Common Elements or Unit would disclose provided that such facts do not
prevent the use of the Unit for dwelling purposes For the purposes of this Contract none
of the facts shown on the survey if any identified below shall be deemed to prevent the
use of the Unit for dwelling purposes and Purchaser shall accept title subject thereto
- 17 -
The survey referred to in No 6 above was prepared by
___________________________ dated _____________________ and last revised
____________________
7 The lien of any unpaid common charge real estate tax water charge sewer
rent or vault charge provided the same are paid or apportioned at the Closing as herein
provided
8 The lien of any unpaid assessments to the extent of installments thereof
payable after the Closing
9 Liens encumbrances and title conditions affecting the Common Elements
which do not materially and adversely affect the right of the Unit owner to use and enjoy
the Common Elements
10 Notes or notices of violations of law or governmental orders ordinances or
requirements (a) affecting the Unit and noted or issued subsequent to the date of this
Contract by any governmental department agency or bureau having jurisdiction and (b)
any such notes or notices affecting only the Common Elements which were noted or
issued prior to or on the date of this Contract or at any time hereafter
11 Any other matters or encumbrances subject to which Purchaser is required to
accept title to the Unit pursuant to this Contract
ABOUT THE SPEAKERS
Lisa Lippman Senior Vice President and Director was the 1 broker at Brown Harris Stevens in 2009 With 13 years of experience selling real estate Lisa specializes in the sale of high end cooperatives condominiums and townhomes throughout Manhattan As is clear from her record even in tough times Lisa manages to both sell and find homes for her clients
Other awards Lisa has won in the last few years include
middotWall Street Journal top 400-Lisa was 11 in the nation and 2 in Manhattan 2009middotWall Street Journal top 50 brokers in America 2007middotBrown Harris Stevens Westside Office Broker of the Year All Years 2006 - 2009 middotBrown Harris Stevens Westside Office Listing Broker of the Year 2007 2008 2009middotBrown Harris Stevens Largest New Development Deal of the Year 2009
Prior to becoming a real estate broker Lisa spent several years as a lawyer practicing litigation at two prestigious law firms She graduated from The University of Pennsylvania in 1986 and earned her law degree from Cardozo in 1990 Lisarsquos legal background affords her a keen understanding of the negotiation process as well as the complexities needed to complete the deal
A New York City resident for 24 years Lisa offers impeccable knowledge of the market as it applies across all neighborhoods She has lived downtown on the Upper East Side and has now resided on the Upper West Side for the past 14 years Additionally as the mother of three children Lisa is personally involved in the decisions all buyers face in choosing a neighborhood and a home
Lisa takes pride in being a straight-forward intelligent and honest broker She understands the individual needs of each client as well as their comfort with the purchase andor sale process Her listening talents combined with her unbeatable memory work ethic and negotiation skills allow her to service her buyers and sellers most effectively Lisa is also active in the New York community including the UJA and her childrenrsquos school All of this enables her to offer a well-rounded approach to navigating the New York real estate landscape bringing to life the nuances and charms that the City and its real estate market have to offer
LISA LIPPMANSenior Vice PresidentDirector
Lisa Lippman bull 212- 588-5606 bull fax 212-418-9733 bull llippmanbhsusacom
GIDDINS bull CLAMAN LLP
Attorneys at Law
675 THIRD AVENUE
29TH
FLOOR
NEW YORK NEW YORK 10017
(212)573-6703
FAX (212)949-1923 Paul M Giddins
Scott Claman
Giddins Claman LLP ndash Firm Biography
Giddins Claman LLP (formerly Giddins Claman amp Langs LLP) was
established in 1988 by Paul M Giddins formerly an Assistant District Attorney in
the New York County District Attorneyrsquos Office For over 20 years the firm has
specialized in real estate matters in the New York City metropolitan area with an
active transactional real estate practice Mr Giddins has specialized in residential
real estate during that time In addition to purchase sale and refinance transactions
Mr Giddins represents cooperative apartment boards of directors and condominium
boards of managers Mr Giddins also regularly gives lectures and seminars on real
estate matters for many of the prominent real estate brokerage firms in New York
Scott Claman has been in the practice of law in New York for over 26 years
and joined the firm as a member in 1996 having previously been a partner at a law
firm that specialized in the representation of cooperative apartment boards of
directors and condominium boards of managers Mr Claman is regularly engaged
in a variety of transactional real estate matters ranging from commercial leasing
mortgage financing and asset dispositions to individual apartment and house sales
In addition to individual and institutional owners of residential and commercial real
estate Mr Claman also represents cooperative apartment boards of directors and
condominium boards of managers and has given numerous lectures and seminars
on real estate matters for the Real Estate Board of New York and for many of the
prominent real estate brokerage firms in New York
Steven M Nachman serves as Of Counsel to the firm in connection with
commercial and general litigation matters Mr Nachman formerly associated with
the firm of Stroock amp Stroock amp Lavan has over 20 years of civil litigation
experience
Giddins Claman LLP is proud to provide our clients with the benefits of our
collective experience as seasoned litigators and transactional real estate specialists
while maintaining our personal commitment to represent our clients in a manner
associated with a smaller practice
ManhattanResidential Market Report
Fourth Quarter 2010
Manhattan Cooperatives and Condominiums
2 Fourth Quarter 2010
Average and Median Sale Price
Cooperative Average Sale Price
Condominium Average Sale Price
Cover Property BrownHarrisStevenscom WEB272151
Average Sale Price Median Sale Price
Prices for Manhattan apartments continued to edge upward
as their average sale price of $1432787 was 8 higher
than a year ago This marked the sixth straight quarter that
the average price has risen While the number of recorded
transactions fell 25 from a year ago the fourth quarter of 2009
was uncharacteristically busy due to pent-up demand after the
collapse of Lehman Brothers had frozen the market earlier that year
The average co-op price continued to rise sharply as
more buyers favored larger apartments compared to a year ago Two-bedroom and larger
units accounted for 45 of co-op sales up from 40 a year ago This helped push
the overall average co-op price up 17 from 2009rsquos fourth
quarter to $1158333
Condo prices averaged $1751219 during the fourth
quarter 1 higher than a year ago One-bedrooms posted the
biggest increase in average price rising 9 over the past year
to $844964
Studio 1-Bedroom 2-Bedroom 3+Bedroom All
4th Q 10 $342545 $593718 $1231116 $3150700 $1158333
3rd Q 10 $366086 $606444 $1206257 $3049980 $1156733
2nd Q 10 $356696 $597311 $1301392 $2872496 $1065814
1st Q 10 $334307 $587538 $1132150 $3098881 $1079195
4th Q 09 $345725 $585238 $1133967 $3001012 $990921
Studio 1-Bedroom 2-Bedroom 3+Bedroom All
4th Q 10 $495002 $844964 $1637638 $4567750 $1751219
3rd Q 10 $495876 $809514 $1596021 $3835376 $1724180
2nd Q 10 $464559 $840829 $1570772 $3922994 $1686690
1st Q 10 $529970 $819785 $1608375 $4250098 $1730415
4th Q 09 $554568 $772525 $1583362 $4574080 $1732362
Average Sale Price Median Sale Price
$1600000
$1400000
$1200000
$1000000
$800000
$400000
$600000
$1369883 $820000
1Q10
$1324504 $800000
4Q09
$1432787 $840000
4Q10
$1423378 $890000
3Q10
$1377135 $842779
2Q10
Fourth Quarter 2010 3
New Developments Lofts
Time on the Market
Excludes new developments and units listed over one year Based on the last asking price Excludes new developments
Average Price Per Square Foot
New development prices averaged $1099 per square foot 11 less than during the fourth quarter of 2009 This was due in part to an increase in the percent of new development sales in Northern Manhattan from 9 a year ago to 15 At $1052 the average price per square foot for loft apartments was 3 higher than during 2009rsquos fourth quarter
Apartments sold during the quarter spent an average of 113 days on the market 14 less time than a year ago Sellers received 955 of the last asking price up slightly from the fourth quarter of 2009
Asking Vs Selling Price
$700
$900
$1100
$1300 $1099
4Q10
$1238
4Q09
$1146
1Q10 2Q10
$1176
$700
$900
$1100
$1300 $1052
4Q10
$1017
4Q09
$1037
1Q10
$1066
2Q10
$1112
3Q10
$1077
3Q10
75 days
100 days
125 days
150 days 113
4Q10
132
4Q09
119
1Q10
112
2Q10
85
90
95
100 955
4Q10
954
4Q09
962
1Q10
97
3Q10
959
3Q10
966
2Q10
Generally 59th to 96th Street Fifth Avenue to the East River
Cooperative Condominium
East sidE
4 Fourth Quarter 2010
Average Price Per Square Foot
At an average of $1581971 prices for two-bedroom East Side
apartments were 14 higher than a year ago The average price fell
13 for three-bedroom and larger apartments due in part to 2 closings
of over $30 million a year ago inflating that figure Co-ops fared better than condos as the average
price per room rose for both prewar and postwar co-ops over the past year
while the average condo price per square foot fell
Average Price Per Room
4Q09 4Q10
Studio 1-Bedroom 2-Bedroom 3+Bedroom
Percent of Sales
4th Q 09 10 35 36 19
4th Q 10 11 39 28 22
Average Price
4th Q 09 $351462 $647300 $1383364 $4146087
4th Q 10 $355459 $647207 $1581971 $3605513
Change 1 0 14 -13
$100000
$300000
$150000
$200000
$250000
$350000
$400000
$50000
$200
$1000
$400
$600
$800
$1200
$1400
$0
Postwar
$204713 $210559
Prewar
$348425 $383335
4Q10
$1126
4Q09
$1168
Generally 59th to 110th Street Hudson River to West of Fifth Avenue
WEst sidE
Fourth Quarter 2010 5
Cooperative CondominiumAverage Price Per Room Average Price Per Square Foot
With the exception of studios prices rose for all other size categories of apartments on
the West Side led by a 21 gain in the average price for
three-bedroom and larger units This increase was helped by
535 West End Avenue whose three-bedroom closing prices averaged over $115 million
in the fourth quarter Co-ops remained strong as the average
price per room rose 21 for prewar and 12 for postwar co-ops on the West Side The average condo price per square
foot rose 3 to $1309 making the West Side the only
area where both co-op and condo prices were higher
than a year ago
4Q09 4Q10
Studio 1-Bedroom 2-Bedroom 3+Bedroom
Percent of Sales
4th Q 09 10 37 37 16
4th Q 10 8 33 38 21
Average Price
4th Q 09 $417466 $656421 $1326640 $3325062
4th Q 10 $391228 $766529 $1378920 $4030338
Change -6 17 4 21
$125000
$225000
$150000
$175000
$200000
$250000
$275000
$100000
$200
$1000
$400
$600
$800
$1200
$1400
$0
4Q09
$1267
4Q10
$1309
Prewar
$215967 $260653
Postwar
$189264 $212348
MidtoWn East Generally 34th to 59th Street Fifth Avenue to the East River
MidtoWn
MidtoWn WEst Generally 34th to 59th Street Hudson River to West of Fifth Avenue
6 Fourth Quarter 2010
Cooperative Condominium
Cooperative Condominium
Average Price Per Room Average Price Per Square Foot
Average Price Per Room Average Price Per Square Foot
A couple of high-end closings at The Plaza and One Beacon Court helped bring the average condo price per square foot 27 higher in the Midtown East market compared
to a year ago The average price per room fell 5 for prewar while rising
8 for postwar co-ops
The average price per square foot rose 12 for condos over the
past year in the Midtown West market A number of closings at The Sheffield and Platinum
helped bring up this figure The average price per room fell for
both prewar and postwar co-ops in this market compared
to a year ago
$175000
$100000
$125000
$150000
$200000
$225000
$1000
$250
$500
$750
$1250
$1500
4Q09 4Q10
$212198 $200857
Prewar
$188662 $204639
Postwar
$1171
4Q09
$1485
4Q10
$252044 $199029 $231213 $221850 $1180$1055
4Q10Prewar Postwar 4Q09
$1000
$250
$500
$750
$1250
$1500
4Q09 4Q10
$200000
$50000
$100000
$150000
$250000
$300000
Cooperative Condominium
Fourth Quarter 2010 7
Average Price Per Room Average Price Per Square Foot
South of 34th Street
doWntoWn
While the average price fell 23 for three-bedroom and
larger apartments Downtown from a year ago a large
number of closings at the Superior Ink building inflated 2009rsquos figure This also is a reason why the overall condo
price per square foot fell 10 from a year ago The average
co-op price per room rose 13 for prewar and 4 for
postwar units from 2009rsquos fourth quarter
4Q09 4Q10
Studio 1-Bedroom 2-Bedroom 3+Bedroom
Percent of Sales
4th Q 09 17 43 28 12
4th Q 10 16 41 31 12
Average Price
4th Q 09 $452722 $704292 $1615877 $4665379
4th Q 10 $444618 $741919 $1581625 $3605513
Change -2 5 -2 -23
Prewar
$208503 $235826
Postwar
$188600 $195854
$100000
$200000
$125000
$150000
$175000
$225000
$250000
$75000
$800
$1200
$900
$1000
$1100
$1300
$1400
$700
4Q09
$1326
4Q10
$1194
Cooperative CondominiumAverage Price Per Room Average Price Per Square Foot
Generally North of 96th Street on the East Side and 110th Street on the West Side
NEW YORK CITY bull PALM BEACH bull THE HAMPTONS bull NORTH FORK 2129069200
EAST SIDE445 Park AvenueHall F Willkie PresidentRuth McCoy EVPManaging Director of Sales
UPPER EAST SIDE1121 Madison AvenuePeter R Marra EVPManaging Director of Sales
EDWARD LEE CAVE DIVISION790 Madison AvenueCaroline E Y GuthriePresident
WEST SIDE1926 BroadwayJames M Gricar EVP Managing Director of Sales
BROOKLYN HEIGHTS129 Montague StreetChristopher Thomas EVPManaging Director of Sales
PARK SLOPE100 Seventh AvenueMaryAnn Albano EVPManaging Director of Sales
NEW DEVELOPMENT445 Park Avenue James M GricarManaging DirectorBrown Harris Stevens On-Site Marketing and Sales
Prepared by Gregory Heym Chief Economist Brown Harris Stevenscopy2010 by Brown Harris Stevens All Rights Reserved This information may not be copied used or distributed without Brown Harris Stevensrsquo consent While information is believed true no guaranty is made of accuracy
While the average price fell for three-bedroom and larger apartments it was higher for
all other size categories in Northern Manhattan Condo
prices rose slightly as their average price per square foot of $566 was up 1 from a
year ago The average price per room fell for both prewar and
postwar co-ops compared to a year ago
This report is based on 1901 reported Manhattan apartment sales 25 less than were reported during last yearrsquos comparable period
VILLAGE2 Fifth AvenueKevin Kovesci EVPManaging Director of Sales
TRIBECA43 North MooreKevin Kovesci EVPManaging Director of Sales
northErn Manhattan
Studio 1-Bedroom 2-Bedroom 3+Bedroom
Percent of Sales
4th Q 09 6 35 43 16
4th Q 10 8 38 38 16
Average Price
4th Q 09 $227611 $352759 $567332 $1101778
4th Q 10 $319798 $394509 $577071 $710832
Change 41 12 2 -35
$100
$500
$200
$300
$400
$600
$700
$0
4Q09 4Q10
4Q09
$563
4Q10
$566
$70000
$110000
$80000
$90000
$100000
$120000
$130000
$60000
Prewar
$120601 $97757
Postwar
$110104 $106330
Faculty Biographies
REAL PROPERTY SECTION gt Officer Bio
Chair Leo Genn Esq
Office Address Northside Center for Child Development 1301 Fifth Ave New York NY 10029-3119
Phone 212-426-3406 Fax 212-410-7561 Email lgenn_esqyahoocom
After working briefly as a litigator Mr Genn became House Counsel at NorthsideCenter for Child Development a Manhattan-based not for profit where he handles contract negotiations commercial leasing property management and insurance issues Mr Genn also writes government grants Before law school Mr Genn spent eight years managing commercial and residential real estate in New York City Mr Genn has also worked for New York Citys Office of Economic Development In March 2002 Mr Genns article on the notice requirements in foreclosure proceedings appeared on thecover of the New York Real Estate Law Reporter Mr Gennrsquos favorite law quote is Oliver Wendell Holmes remark A word is not a crystal transparent and unchanged it isthe skin of a living thought and may vary greatly in color and content according to thecircumstances and time in which it is used Mr Gennrsquos favorite case is Raffles v
ichelhaus and his favorite legal fiction is promissory estoppel W
Paul M Giddins Partner
Giddins Claman LLP Paul M Giddins is a partner at Giddins Claman LLP a law firm in New York City Mr Giddins received a Bachelor of Arts degree from Trinity College- Hartford and a law degree from American University Washington School of Law
LISA LIPPMAN | Senior Vice President Director | Licensed Associate Real Estate Broker
printer friendly page
1926 Broadway New York NY 10023 Tel (212) 588-5606 Fax (212) 418-9733 llippmanbhsusacom download contact info view current listings view sold listings
FEATURED PROPERTY - UPPER EAST SIDE
2COOPERATIVE
25 EAST 79TH STREET
rice $1299000
isting ID 1127158
PBedrooms 2 Baths 20 L
Lisa Lippman Senior Vice President and Director was the 1 broker at Brown Harris Stevens in 2009 With 13 years of experience selling real estate Lisa specializes in the sale of high end cooperatives condominiums and townhomes throughout Manhattan As is clear from her record even in tough times Lisa manages to both sell and find homes for her clients Other awards Lisa has won in the last few years include middotWall Street Journal top 400-Lisa was 11 in the nation and 2 in Manhattan 2009 middotWall Street Journal top 50 brokers in America 2007 middotBrown Harris Stevens Westside Office Broker of the Year All Years 2006 - 2009 middotBrown Harris Stevens Westside Office Listing Broker of the Year 2007 2008 2009 middotBrown Harris Stevens Largest New Development Deal of the Year 2009 Prior to becoming a real estate broker Lisa spent several years as a lawyer practicing litigation at two prestigious law firms She graduated from The University of Pennsylvania in 1986 and earned her law degree from Cardozo in 1990 Lisas legal background affords her a keen understanding of the negotiation process as well as the complexities needed to complete the deal A New York City resident for 24 years Lisa offers impeccable knowledge of the market as it applies across all neighborhoods She has lived downtown on the Upper East Side and has now resided on the Upper West Side for the past 14 years Additionally as the mother of three children Lisa is personally involved in the decisions all buyers face in choosing a neighborhood and a home Lisa takes pride in being a straight-forward intelligent and honest broker She understands the individual needs of each client as well as their comfort with the purchase andor sale process Her listening talents combined with her unbeatable memory work ethic and negotiation skills allow her to service her buyers and sellers most effectively Lisa is also active in the New York community including the UJA and her childrens school All of this enables her to offer a well-rounded approach to navigating the New York real estate landscape bringing to life the nuances and charms that the City and its real estate market have to offer
New York County Lawyersrsquo Association
Continuing Legal Education Institute 14 Vesey Street New York NY 10007 bull (212) 267-6646
Making the Deal How Real Estate Deals are Getting Done
Under Current Market Conditions Wednesday January 26 2011
630 PM ndash 815 PM
AGENDA Program Chair Leo Genn NYCLA Real Property Section Faculty Paul M Giddins Giddins Claman LLP Lisa Lippman Brown Harris Stevens 600 PM ndash 630 PM Registration 630 PM ndash 635 PM Introductions and Announcements 635 PM ndash 815PM Discussion There will be two ten minute breaks during the evening
New York County Lawyersrsquo Association Continuing Legal Education Institute 14 Vesey Street New York NY 10007 bull (212) 267-6646
Making the Deal How Real Estate Deals are getting Done under Current Market Conditions
Wednesday January 26 2011 630 PM ndash 815 PM
Table of Contents
1 Manhattan Residential Market Report Third Quarter 2010 Brown Harris Stevens
2 Manhattan Residential Market Report Fourth Quarter 2010 Brown Harris Stevens
3 Faculty Biographies
MARKET CONDITIONS
Brown Harris Stevens
Manhattan Residential Market Report
ManhattanResidential Market Report
Third Quarter 2010
Manhattan Cooperatives and Condominiums
2 Third Quarter 2010
Average and Median Sale Price
Cooperative Average Sale Price
Condominium Average Sale Price
Cover Property BrownHarrisStevenscom WEB 1136713
Average Sale Price Median Sale Price
Manhattan apartment prices continued to rise during the third quarter reaching their highest levels
since the first quarter of 2009 At $1423378 the average
apartment price was 12 higher than a year ago The median
price rose 14 from 2009rsquos third quarter reaching $890000
The number of reported apartment closings 2471 was 4 higher
than the same period a year ago
The average price rose sharply for all sizes of co-op apartments over the past year as high-end
activity comprised a higher percentage of sales The number
of co-op sales over $7 million doubled from the third quarter
of 2009 which brought the overall average co-op price 24
higher to $1156733
Condo prices rose 2 from the third quarter of 2009 to
an average of $1724180 After sharp declines the prior two quarters the average price for studio condos rebounded to
$495876
$1600000
$1400000
$1200000
$1000000
$800000
$400000
$600000
$1369883 $820000
1Q10
$1324504 $800000
4Q09
$1274563 $781000
3Q09
$1377135 $842779
2Q10
$1423378 $890000
3Q10
Studio 1-Bedroom 2-Bedroom 3+Bedroom All
3rd Q 10 $366086 $606444 $1206257 $3049980 $1156733
2nd Q 10 $356696 $597311 $1301392 $2872496 $1065814
1st Q 10 $334307 $587538 $1132150 $3098881 $1079195
4th Q 09 $345725 $585238 $1133967 $3001012 $990921
3rd Q 09 $331046 $538369 $1069517 $2616304 $934400
Studio 1-Bedroom 2-Bedroom 3+Bedroom All
3rd Q 10 $495876 $809514 $1596021 $3835376 $1724180
2nd Q 10 $464559 $840829 $1570772 $3922994 $1686690
1st Q 10 $529970 $819785 $1608375 $4250098 $1730415
4th Q 09 $554568 $772525 $1583362 $4574080 $1732362
3rd Q 09 $508546 $792866 $1650537 $3931684 $1685855
Third Quarter 2010 3
New Developments Lofts
Time on the Market
Excludes new developments and units listed over one year Based on the last asking price Excludes new developments
Average Price Per Square Foot
Apartments in new developments sold for an average of $1112 per square foot 5 less than a year ago A decline in the number of luxury developments on the market was a major factor in this change Loft prices averaged $1077 per square foot in the third quarter up 12 from the third quarter of 2009
Units that sold in the third quarter spent an average of 97 days on the market 24 less time than a year ago This was the lowest level for time on the market level since the third quarter of 2008 Sellers received 959 of their last asking price up from 951 in 2009rsquos third quarter
$700
$900
$1100
$1300
$700
$900
$1100
$1300
75 days
100 days
125 days
150 days
85
90
95
100
Asking Vs Selling Price
$1176
3Q09
$1238
4Q09
$1146
1Q10 2Q10
$1176 $960
3Q09
$1017
4Q09
$1037
1Q10
951
3Q09
954
4Q09
962
1Q10
128
3Q09
132
4Q09
119
1Q10
112
2Q10
$1066
2Q10
966
2Q10
$1112
3Q10
$1077
3Q10
97
3Q10
959
3Q10
Generally 59th to 96th Street Fifth Avenue to the East River
Cooperative Condominium
East sidE
4 Third Quarter 2010
Average Price Per Square Foot
Co-op apartments posted strong pricing gains in the East Side market over the past year
The co-op average price per room rose 17 for prewar units and
14 for postwar units compared to the third quarter of 2009
Condo prices on the East Side averaged $1213 per square foot
3 less than a year ago
Average Price Per Room
$100000
$300000
$150000
$200000
$250000
$350000
$400000
$50000
3Q09 3Q10
$200
$1000
$400
$600
$800
$1200
$1400
$0
Studio 1-Bedroom 2-Bedroom 3+Bedroom
Percent of Sales
3rd Q 09 12 34 28 26
3rd Q 10 7 31 37 25
Average Price
3rd Q 09 $386734 $590337 $1465894 $3852286
3rd Q 10 $375666 $658875 $1449023 $3514627
Change -3 12 -1 -9
Postwar
$203293 $232575
Prewar
$281354 $328648
3Q10
$1213
3Q09
$1249
Generally 59th to 110th Street Hudson River to West of Fifth Avenue
WEst sidE
Third Quarter 2010 5
Cooperative CondominiumAverage Price Per Room Average Price Per Square Foot
The West Side market saw strong gains in the average co-op price per room over the past
year At $280327 the prewar co-op average price per room was 29 higher than a year ago
while the postwar price rose 8 to $202193 West Side condo
prices fell 4 from 2009rsquos third quarter to an average of $1254 per square foot
$200
$1000
$400
$600
$800
$1200
$1400
$0
$125000
$225000
$150000
$175000
$200000
$250000
$275000
$100000
3Q09 3Q10
Studio 1-Bedroom 2-Bedroom 3+Bedroom
Percent of Sales
3rd Q 09 7 40 41 12
3rd Q 10 9 30 36 25
Average Price
3rd Q 09 $401021 $629722 $1382135 $3470940
3rd Q 10 $399072 $697290 $1523268 $3353242
Change 0 11 10 -3
3Q09
$1306
3Q10
$1254
Prewar
$217459 $280327
Postwar
$186785 $202193
MidtoWn East Generally 34th to 59th Street Fifth Avenue to the East River
MidtoWn
MidtoWn WEst Generally 34th to 59th Street Hudson River to West of Fifth Avenue
6 Third Quarter 2010
Cooperative Condominium
Cooperative Condominium
Average Price Per Room Average Price Per Square Foot
Average Price Per Room Average Price Per Square Foot
The average condo price per square foot rose 14 over the past year in the Midtown East market to $1276 Co-op prices in this area were mixed with the average price per room down 2 for prewar
units but up 6 for postwar units
In the Midtown West market the average price per room for prewar co-ops jumped 96
from the third quarter of 2009 This was due to an unusually
weak number a year ago combined with a high number of Central Park South sales
inflating the figure in the third quarter of 2010
$150000
$75000
$100000
$125000
$175000
$200000
$750
$0
$250
$500
$1000
$1250
3Q09 3Q10
3Q09 3Q10
$1000
$250
$500
$750
$1250
$1500
3Q10
$1258$1237
3Q09
$200000
$50000
$100000
$150000
$250000
$300000
$138443 $271070
Prewar
$174573 $208409
Postwar
$201796 $198364
Prewar
$190801 $202708
Postwar
$1116
3Q09
$1276
3Q10
Cooperative Condominium
Third Quarter 2010 7
Average Price Per Room Average Price Per Square Foot
South of 34th Street
doWntoWn
Prices rose for both co-ops and condos in the Downtown market over the past year aided by a 43 increase in the average price for three-bedroom and
larger apartments The average co-op price per room rose 19 over the past year for prewar
units and 14 for postwar units Condo prices Downtown
averaged $1201 per square foot 5 more than during the third
quarter of 2009
3Q09 3Q10
Studio 1-Bedroom 2-Bedroom 3+Bedroom
Percent of Sales
3rd Q 09 15 47 28 10
3rd Q 10 15 45 29 11
Average Price
3rd Q 09 $426982 $711789 $1427071 $2643872
3rd Q 10 $461763 $755436 $1523264 $3776778
Change 8 6 7 43
Prewar
$196789 $234026
Postwar
$190826 $216683
3Q09
$1149
3Q10
$1201
$700
$1100
$800
$900
$1000
$1200
$1300
$600
$100000
$200000
$125000
$150000
$175000
$225000
$250000
$75000
Cooperative CondominiumAverage Price Per Room Average Price Per Square Foot
Generally North of 96th Street on the East Side and 110th Street on the West Side
NEW YORK CITY bull PALM BEACH bull THE HAMPTONS bull NORTH FORK 2129069200
EAST SIDE445 Park AvenueHall F Willkie PresidentRuth McCoy EVPManaging Director of Sales
UPPER EAST SIDE1121 Madison AvenuePeter R Marra EVPManaging Director of Sales
EDWARD LEE CAVE DIVISION790 Madison AvenueCaroline E Y GuthriePresident
WEST SIDE1926 BroadwayJames M Gricar EVP Managing Director of Sales
BROOKLYN HEIGHTS129 Montague StreetChristopher Thomas EVPManaging Director of Sales
PARK SLOPE100 Seventh AvenueMaryAnn Albano EVPManaging Director of Sales
NEW DEVELOPMENT445 Park Avenue James M GricarManaging DirectorBrown Harris Stevens On-Site Marketing and Sales
Prepared by Gregory Heym Chief Economist Brown Harris Stevenscopy2010 by Brown Harris Stevens All Rights Reserved This information may not be copied used or distributed without Brown Harris Stevensrsquo consent While information is believed true no guaranty is made of accuracy
The average price rose sharply over the past year for studio
and two-bedroom apartments in Northern Manhattan Studio
prices averaged $285719 a 24 increase from third
quarter of 2009 while the two-bedroom average price rose 20
to $621104 Condo prices averaged $618 per square foot
7 more than a year ago
This report is based on 2471 reported Manhattan apartment sales 4 more than were reported during last yearrsquos comparable period
VILLAGE2 Fifth AvenueKevin Kovesci EVPManaging Director of Sales
TRIBECA43 North MooreKevin Kovesci EVPManaging Director of Sales
northErn Manhattan
$100
$500
$200
$300
$400
$600
$700
$0
3Q09 3Q10
$60000
$100000
$70000
$80000
$90000
$110000
$120000
$50000
Studio 1-Bedroom 2-Bedroom 3+Bedroom
Percent of Sales
3rd Q 09 7 40 41 12
3rd Q 10 9 32 46 13
Average Price
3rd Q 09 $230833 $380770 $519583 $964950
3rd Q 10 $285719 $379154 $621104 $879888
Change 24 0 20 -9
3Q09
$579
3Q10
$618
Prewar
$103224 $114800
Postwar
$101221 $98244
IDENTIFYING THE
APARTMENT
A Sample Showsheet
B Cooperative Building Financials
Pure Perfection on Riverside Drive100 Riverside Drive Apartment 3A
This sprawling prewar 9 room home is simply exquisite The trees of Riverside Park greet you while you sit in
the new chefs kitchen open to a beautiful den (or dining room) on the park The gorgeous sunken living room
library and huge master bedroom also all have oversized picture windows on the park In addition there are
two more bedrooms a large formal dining room and a second windowed butlers kitchen that could easily be
made into an office The finishes of this home are perfect All of the bathrooms are brand new and outfitted
with custom stone There is central air and the closets have all been custom designed Currently configured as a
luxurious 3 bedroom plus maids and den the apartment could easily be a 4 bedroom plus library No detail has
been overlooked and there is fabulous sun trees and nature in almost every room Full service building with
storage and a new fitness center A truly unique and special home
WEB 917677
Full Service Prewar Coopbull Four Bedrooms and Four New Bathroomsbull
Maintenance $350634bull Central Air Conditioningbull
Financing Allowed 75bull New Chefs Kitchen with Large Double Ovenbull
Tax Deductability 39bull Custom Closetsbull
Storage Binbull Pets Allowedbull
Fitness Centerbull Laundry Room with Butlers Kitchenbull
$3999000 Listing Price
Exclusive Broker
Lisa Lippman bull 212-588-5606 bull fax 212-418-9733 bull llippmanbhsusacom
All information is from sources deemed reliable but is subject to errors omissions changes in price prior sale or withdrawal without notice No representation is made as to the accuracy of any description All measurements and squarefootages are approximate and all information should be confirmed by customer All rights to content photographs and graphics reserved to BHS Customer should consult with its counsel regarding all closing costs including without
limitation the New York State 1 tax paid by buyers on residential properties over $1 million BHS represents the sellerowner on BHSs own exclusives except if another agent of BHS represents the buyertenant in which case BHSwill be a dual agent with designated agents representing sellerowner and buyertenant BHS represents the buyertenant when showing the exclusives of other real estate firms In all instances BHS treats all parties fairly and honestly
BHS actively supports equal housing opportunities
Scott Moore bull 212-588-5608 bull fax 212-319-2633 bull smoorebhsusacom
Brown Harris Stevens Residential Sales LLC bull 212 906 9200 bull BrownHarrisStevenscomM A N H A T T A N bull B R O O K L Y N bull T H E H A M P T O N S bull N O R T H F O R K bull P A L M B E A C H
ldquoMAKING THE DEALrdquo
A REBNY Financial Statement
B Estimated Residential Closing Costs
C Sample Contracts (Co-op amp Condo)
D Sample Closing Breakdown
(Condo)
FINANCIAL STATEMENT
Name(s)
Address
The following is submitted as being true and accurate statement of the financial condition of the undersigned on the day of
January 20
ASSETS
Applicant
Co-Applicant
LIABILITIES
Applicant
Co-Applicant
Cash in Banks 550000 Notes Payable
Money Markets Funds 600000 To Banks
Contract Deposit 355000 To Relative
Investments Bonds amp Stocks To Others
- see schedule 1620000 Installment Accounts Payable
Investment in Own Business Automobile
Accounts amp Notes Receivable Other
Real Estate Owned-see schedule 1200000 Other Accounts Payable
Year Make Mortgages Payable on Real 535000
Automobiles 35000 Estate - see schedule
Personal Property amp Furniture 50000 Unpaid Real Estate Taxes
Life Insurance Unpaid Income Taxes
Cash Surrender Value 60000 Chattel Mortgages
Retirement FundsIRA Loans on Life Insurance
Policies
401K 200000 (Include Premium
Advances)
KEOGH Outstanding Credit Card
Loans
Profit SharingPension Plan Other Debts - Itemize
Other Assets TOTAL LIABILITIES 535000 0
TOTAL ASSETS 4670000 0 NET WORTH 4135000 0
COMBINED ASSETS
4670000
TOTAL LIABILITIES
amp NET WORTH 4670000 0
SOURCE OF INCOME
Applicant
Co-Applicant
COMBINED 4670000
Base Salary 350000 CONTINGENT LIABILITIES
Overtime Wages As Endorser or Co-Maker on Notes $ 0
Bonus amp Commissions 150000 Alimony $ 0
Dividends and Interest Income Child Support $ 0
Real Estate Income (Net) Are you defendant in any legal action Yes No
Explain
Other Income - Itemize Are there any unsatisfied judgments Yes No
TOTAL 500000 0 Have you ever taken bankruptcy Yes No
Explain GENERAL INFORMATION
Applicant
Co-Applicant
Personal Bank Accounts at
PROJECTED EXPENSES
MONTHLY
Maintenance $ 2857
Savings amp Loan Accounts at Apartment Financing $ 10078
Other Mortgages $ 2671
Bank Loans $
Purpose of Loan Auto Loan $
TOTAL $ 15606
The foregoing statements and details pertaining thereto both printed and written have been carefully read and the undersigned hereby
solemnly declares and certifies that the same is a full and correct exhibit of myour financial condition
Date 20 Signature __________________________________________
Signature __________________________________________
SCHEDULE OF BOND amp STOCKS
Amount of Shares
Description (Extended Valuation in Column)
Marketable Value
Non-Marketable Value
SCHEDULE OF REAL ESTATE
Description amp Location
Cost
Actual Value
Mortgage Amount
Maturity Date
SCHEDULE OF NOTES PAYABLE
Specify any assets pledges as collateral including the liabilities they secure
To Whom Payable
Date
Amount
Due
Interest
Pledged as Security
April 2009
ESTIMATED RESIDENTIAL CLOSING COSTS IN NEW YORK CITY
Broker As provided in exclusive with broker
Own Attorney Approx $2000 +- as negotiated
Managing Agentrsquos Fee Approx $500 + as determined by building
Move-out Deposit or Fee Approx $1000 as determined by building
New York City Transfer Tax 1 of entire gross purchase price if price is $500000 or under or 1425 of entire gross purchase price if price exceeds $500000
New York State Transfer Tax 04 (004) of gross purchase price
Bank Satisfaction of Mortgage Fees Approx $450 as determined by bank
Recording ACRIS other fees Approx $150
Gains Tax Withholding (Out of State Seller) 897 of gain
Non ndash US Resident (FIRPTA) 10 of price withheld or paid
Stock Transfer Tax (Co-ops Only) $005share
FOR The SelleR
Mortgage Recording Tax and Title Insurance not required for Co-ops though title insurance is available for Co-ops at other rates
For Bulk Sale Multi Family and Commercial Property NYC Transfer Tax Rates $1425 under $500000 2625 above Mortgage Recording Tax Rates 205 under $500000 28 above $500000
When purchasing a condominium unit directly from a Sponsor the Purchaser may be required to pay New York City and New York State Transfer Taxes (See ldquoFor The Sellerrdquo section above for amounts) as well as the Sponsorrsquos attorneyrsquos fee (typically around $1500)
All costs are estimated and will vary based on transaction specifics changes in rates and taxes and other factors No representation is made as to the accuracy of these estimates Parties to transactions must consult their own counsel and refer to transaction specifics for verification of all costs
Own Attorney Approx $2000 +- as negotiated
Bank Fees (application credit appraisal bank attorney and miscellaneous) Approx $2200 as determined by bank
Short-term Interest One month max (prorated for month of closing)
Miscellaneous Recording Fees Approx $500
Mortgage Recording Fee205 of entire amount of Mortgage on Loans $500000 or under or 2175 of entire amount of Mortgage on Loans exceeding $500000
Fee Title Insurance Approx $8000 for $2000000 NYC condo based on rate schedule
Mortgagee Title Insurance Approx $1500 for $1500000 NYC condo mortgage based on rate schedule
Miscellaneous Title Charges Approx $500
Managing Agentrsquos Fee Approx $500 as determined by building
Adjustments
Common Charges Approx 1 month (prorated for month of closing)
Real estate Tax escrow Approx 8 months (prorated to closing plus 6 month escrow may include insurance)
Mansion Tax 1 of entire gross purchase price if purchase price exceeds $1000000
Move-in Deposit or Fee Approx $1000 as determined by building
lien Search (Co-ops Only) Approx $350
FOR The PURChASeR
123 - Contract of sale cooperative apartment 7-01
Prepared by The Committee on Condominiums and Cooperatives of the Real Property Section of the New York State Bar Association
CONSULT YOUR LAWYER BEFORE SIGNING THIS AGREEMENT
Contract of Sale - Cooperative Apartment
This Contract is made as of October 2010 between the Seller and the Purchaser identified below
1 Certain Definitions and Information
11 The Parties are
111 Seller
Prior names used by Seller
Address
New York NY
S S No
112 Purchaserrdquo
Address
New York NY
S S No
12 The Attorneys are (name address and telephone fax)
121 Sellers Attorneyrdquo
Giddins Claman LLP
675 Third Avenue 29th Floor
New York NY 10017
Attn Paul M Giddins Esq
(212)573-6703 Fax (212)949-1923
pgiddinsgcl-lawcom
122 Purchasers Attorney
13 The Escrowee is the Sellers Attorney
14 The Managing Agent is (name address and telephone fax)
15 The real estate Broker(s) (see para 12) isare
Lisa Lippman
Company Name Brown Harris Stevens
16 The name of the cooperative housing corporation (Corporation) is
17 The Unit number is
18 The Unit is located in Premises known as
19 The Shares are the shares of the Corporation allocated to the Unit
110 The Lease is the Corporations proprietary lease or occupancy agreement for the Unit given by the Corporation which expires on
111 Personalty is the following personal property to the extent existing in the Unit on the date hereof the refrigerators freezers ranges ovens built-in microwave ovens dishwashers garbage disposal units cabinets and
counters lighting fixtures chandeliers wall-to-wall carpeting plumbing and heating fixtures central air conditioning andor window or sleeve units washing machines dryers screens and storm windows window treatments switch plates door hardware mirrors built-ins not excluded in Paragraph 112 and
112 Specifically excluded from this sale is all personal property not included in para 111 and
113 The sale [does] [does not] include Sellers interest in
Storage Servants Room Parking Space (Included Interests)
114 The Closing is the transfer of ownership of the Shares and Lease
115 The date scheduled for Closing is 2010
(Scheduled Closing Date) at 200 PM (See para 9 and 10)
116 The Purchase Price is $
1161 The Contract Deposit is $
1162 The Balance of the Purchase Price due at Closing is
$ (See para 222)
117 The monthly Maintenance charge is $ (See para 4)
118 The Assessment if any payable to the Corporation at the date of this Contract is $ payable as follows
119 SellerPurchaser shall pay the Corporations flip tax transfer fee (apart from the transfer agent fee) andor waiver of option fee (Flip Tax) if any
120 Financing Options (Delete two of the following parapara 1 20 1 1202 or 1203)
1201 Purchaser may apply for financing in connection with this sale and Purchasers obligation to purchase under this Contract is contingent upon issuance of a Loan Commitment Letter by the Loan Commitment Date (para 1812)
1202 Purchaser may apply for financing in connection with this sale but Purchasers obligation to purchase this Contract is not contingent upon issuance of a Loan Commitment Letter
1203 Purchaser shall not apply for financing in connection with this sale
121 If para 120 1 or 1202 applies the Financing Terms for para 18 are A loan of $ for a term of 30 years or such lesser amount or shorter term as applied for or acceptable to Purchaser and the Loan Commitment Date for para 18 is 30 calendar days after the Delivery Date
122 The Delivery Date of this Contract is the date on which a fully executed counterpart of this Contract is deemed given to and received by Purchaser or Purchasers Attorney as provided in para 173
123 All Proposed Occupants of the Unit are
1231 persons and relationship to Purchaser
Purchasers
1232 pets
124 The Contract Deposit shall be held in [a non] [an] IOLA escrow account If the account is a non-IOLA account then interest shall be paid to the Party entitled to the Contract Deposit The Party receiving the interest shall pay any income taxes thereon The escrow account shall be a segregated bank account at
Depository XXXX Bank
Address (See para 27)
125 This Contract is [not] continued on attached rider(s)
2 Agreement to Sell and Purchase Purchase Price Escrow
21 Seller agrees to sell to Purchaser and Purchaser agrees to purchase from Seller the Sellers Shares Lease Personalty and any Included Interests and all other items included in this sale for the Purchase Price and upon the terms and conditions set forth in this Contract
22 The Purchase Price is payable to Seller by Purchaser as follows
221 the Contract Deposit at the time of signing this Contract by Purchasers good check to the order of Escrowee and
222 the Balance at Closing only by cashiers or official bank check or certified check of Purchaser payable to the direct order of Seller The check(s) shall be drawn on and payable by a branch of a commercial or savings bank savings and loan association or trust company located in the same City or County as the Unit Seller may direct on reasonable Notice (defined in para 17) prior to Closing that all or a portion of the Balance shall be made payable to persons other than Seller (see para 177)
3 Personalty
31 Subject to any rights of the Corporation or any holder of a mortgage to which the Lease is subordinate this sale includes all of the Sellers interest if any in the Personalty and the Included Interests
32 No consideration is being paid for the Personalty or for the Included Interests nothing shall be sold to Purchaser if the Closing does not occur
33 Prior to Closing Seller shall remove from the Unit all the furniture furnishings and other property not included in this sale and repair any damage caused by such removal
4 Representations and Covenants
41 Subject to any matter affecting title to the Premises (as to which Seller makes no representations or covenants) Seller represents and covenants that
4 11 Seller is and shall at Closing be the sole owner of the Shares Lease Personalty and Included Interests with the full right power and authority to sell and assign them Seller shall make timely provision to satisfy existing security interest(s) in the Shares and Lease and have the same delivered at Closing (See para 101)
412 the Shares were duly issued fully paid for and are non-assessable
413 the Lease is and will at Closing be in full force and effect and no notice of default under the Lease is now or will at Closing be in effect
414 the Maintenance and Assessments payable as of the date hereof are as specified in para 117 and 118
415 as of this date Seller neither has actual knowledge nor has received any written notice of any increase in Maintenance or any Assessment which has been adopted by the Board of Directors of the Corporation and is not reflected in the amounts set forth in parapara 117 and 118
416 Seller has not made any material alterations or additions to the Unit without any required consent of the Corporation or to Sellers actual knowledge without compliance with all applicable law This provision shall not survive Closing
417 Seller has not entered into shall not enter into and has no actual knowledge of any agreement (other than the Lease) affecting title to the Unit or its use andor occupancy after Closing or which would be binding on or adversely affect Purchaser after Closing (eg a sublease or alteration agreement)
418 Seller has been known by no other name for the past 10 years except as set forth in para 111
419 at Closing in accordance with para 152
4191 there shall be no judgments outstanding against Seller which have not been bonded against collection out of the Unit (Judgments)
4192 the Shares Lease Personalty and any Included Interests shall be free and clear of liens (other than the Corporations general lien on the Shares for which no monies shall be owed) encumbrances and adverse interests (Liens)
4193 all sums due to the Corporation shall be fully paid by Seller to the end of the payment period immediately preceding the date of Closing
4194 Seller shall not be indebted for labor or material which might give rise to the filing of a notice of mechanics lien against the Unit or the Premises and
4195 no violations shall be of record which the owner of the Shares and Lease would be obligated to remedy under the Lease
42 Purchaser represents and covenants that
421 Purchaser is acquiring the Shares and Lease for primary residential occupancy of the Unit solely by the Proposed Occupants identified in para 1 23
422 Purchaser is not and within the past 7 years has not been the subject of a bankruptcy proceeding
423 if para 1203 applies Purchaser shall not apply for financing in connection with this purchase
424 Each individual comprising Purchaser is over the age of 18 and is purchasing for Purchasers own account (beneficial and of record)
425 Purchaser shall not make any representations to the Corporation contrary to the foregoing and shall provide all documents in support thereof required by the Corporation in connection with Purchasers application for approval of this transaction and
426 there are not now and shall not be at Closing any unpaid tax liens or monetary judgments against Purchaser
43 Each Party covenants that its representations and covenants contained in para 4 shall be true and complete at Closing and except for para 416 shall survive Closing but any action based thereon must be instituted within one year after Closing
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 Corporations 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 Corporations shareholders under Internal Revenue Code (IRC) sect216 (or any successor statute)
6 Required Approval and References
61 This sale is subject to the unconditional consent of the Corporation
62 Purchaser shall in good faith
621 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 or if para 1201 or 1202 applies and the Loan Commitment Letter is required by the Corporation within 3 business days after the earlier of (i) the Loan Commitment Date (defined in para 12 1) or (ii) the date of receipt of the Loan Commitment Letter (defined in para 1812) whether said commitment letter is conditional or unconditional
622 attend (and cause any Proposed Occupant to attend) one or more personal interviews as requested by the Corporation and
623 promptly submit to the Corporation such further references data and documents reasonably requested by the Corporation 63 Either Party after learning of the Corporations 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 Corporations 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 para 63 the Escrowee shall refund the Contract Deposit to Purchaser 64 If such consent is refused or not given due to Purchasers bad faith conduct Purchaser shall be in default and para 131 shall govern 7 Condition of Unit and Personalty Possession 71 Seller makes no representation as to the physical condition or state of repair of the Unit the Personalty the Included Interests or the Premises Purchaser has inspected or waived inspection of the Unit the Personalty and the Included Interests and shall take the same as is as of the date of
this Contract except for reasonable wear and tear However at the time of Closing the appliances shall be in working order and required smoke detector(s) shall be installed and operable 72 At Closing Seller shall deliver possession of the Unit Personalty and Included Interests in the condition required by para 71 broom clean vacant and free of all occupants and rights of possession 8 Risk of Loss 81 The provisions of General Obligations Law Section 5-1311 as modified herein shall apply to this transaction as if it were a sale of realty For purposes of this paragraph the term Unit includes built-in Personalty 82 Destruction shall be deemed material under GOL 5-1311 if the reasonably estimated cost to restore the Unit shall exceed 5 of the Purchase Price 83 In the event of any destruction of the Unit or the Premises when neither legal title nor the possession of the Unit has been transferred to Purchaser Seller shall give Notice of the loss to Purchaser (Loss Notice) by the earlier of the date of Closing or 7 business days after the date of the loss 84 If there is material destruction of the Unit without fault of Purchaser this Contract shall be deemed canceled in accordance with para 163 unless Purchaser elects by Notice to Seller to complete the purchase with an abatement of the Purchase Price or 85 Whether or not there is any destruction of the Unit if without fault of Purchaser more than 10 of the units in the Premises are rendered uninhabitable or reasonable access to the Unit is not available then Purchaser shall have the right to cancel this Contract in accordance with para 163 by Notice to Seller 86 Purchasers Notice pursuant to para 84 or para 85 shall be given within 7 business days following the giving of the Loss Notice except that if Seller does not give a Loss Notice Purchasers Notice may be given at any time at or prior to Closing 87 In the event of any destruction of the Unit Purchaser shall not be entitled to an abatement of the Purchase Price (i) that exceeds the reasonably estimated cost of repair and restoration or (ii) for any loss that the Corporation is obliged to repair or restore but Seller shall assign to Purchaser without recourse Sellers claim if any against the Corporation with respect to such loss 9 Closing Location The Closing shall be held at the location designated by the Corporation or if no such designation is made at the office of Sellers Attorney 10 Closing 101 At Closing Seller shall deliver or cause to be delivered 1011 Sellers certificate for the Shares duly endorsed for transfer to Purchaser or accompanied by a separate duly executed stock power to Purchaser and in either case with any guarantee of Sellers signature required by the Corporation 1012 Sellers counterpart original of the Lease all assignments and assumptions in the chain of title and a duly executed assignment thereof to Purchaser in the form required by the Corporation 1013 FIRPTA documents required by para 25 1014 keys to the Unit building entrance(s) and if applicable garage mailbox storage unit and any locks in the Unit 1015 if requested an assignment to Purchaser of Sellers interest in the Personalty and Included Interests 1016 any documents and payments to comply with para 152 1017 If Seller is unable to deliver the documents required in para 1011 or 1012 then Seller shall deliver or cause to be delivered all documents and payments required by the Corporation for the issuance of anew certificate for the Shares or a new Lease 102 At Closing Purchaser shall 1021 pay the Balance in accordance with para 222 1022 execute and deliver to Seller and the Corporation an agreement assuming the Lease in the form required by the Corporation and 1023 if requested by the Corporation execute and deliver counterparts of a new lease substantially the same as the Lease for the balance of the Lease term in which case the Lease shall be canceled and surrendered to the Corporation together with Sellers assignment thereof to Purchaser
103 At Closing the Parties shall complete and execute all documents necessary 1031 for Internal Revenue Service (IRS) form 1099-S or other similar requirements 1032 to comply with smoke detector requirements and any applicable transfer tax filings and 1033 to transfer Sellers interest if any in and to the Personalty and Included Interests 104 Purchaser shall not be obligated to close unless at Closing the Corporation delivers 1041 to Purchaser a new certificate for the Shares in the name of Purchaser and 1042 a written statement by an officer or authorized agent of the Corporation consenting to the transfer of the Shares and Lease to Purchaser and setting forth the amounts of and payment status of all sums owed by Seller to the Corporation including Maintenance and any Assessments and the dates to which each has been paid 11 Closing Fees Taxes and Apportionments 11 1 At or prior to Closing 1111 Seller shall pay if applicable 11111 the cost of stock transfer stamps and 11112 transfer taxes except as set forth in para 11122 1112 Purchaser shall pay if applicable 11121 any fee imposed by the Corporation relating to Purchasers financing and 11122 transfer taxes imposed by statute primarily on Purchaser (eg the mansion tax) 112 The Flip Tax if any shall be paid by the Party specified in para 119 113 Any fee imposed by the Corporation and not specified in this Contract shall be paid by the Party upon whom such fee is expressly imposed by the Corporation and if no Party is specified by the Corporation then such fee shall be paid by Seller 114 The Parties shall apportion as of 1159 PM of the day preceding the Closing the Maintenance and any other periodic charges due the Corporation (other than Assessments) and STAR Tax Exemption (if the Unit is the beneficiary of same) based on the number of the days in the month of Closing 115 Assessments whether payable in a lump sum or installments shall not be apportioned but shall be paid by the Party who is the owner of the Shares on the date specified by the Corporation for payment Purchaser shall pay any installments payable after Closing provided Seller had the right and elected to pay the Assessment in installments 116 Each Party shall timely pay any transfer taxes for which it is primarily liable pursuant to law by cashiers official bank certified or attorneys escrow check This para 116 shall survive Closing 117 Any computational errors or omissions shall be corrected within 6 months after Closing This para 117 shall survive Closing 12 Broker 121 Each Party represents that such Party has not dealt with any person acting as a broker whether licensed or unlicensed in connection with this transaction other than the Broker(s) named in para 15 122 Seller shall pay the Brokers commission pursuant to a separate agreement The Broker(s) shall not be deemed to be a third-party beneficiary of this Contract 123 This para 12 shall survive Closing cancellation or termination of this Contract 13 Defaults Remedies and Indemnities 131 In the event of a default or misrepresentation by Purchaser Sellers sole and exclusive remedies shall be to cancel this Contract retain the Contract Deposit as liquidated damages and if applicable Seller may enforce the indemnity in para 133 as to brokerage commission or sue under para 134 Purchaser prefers to limit Purchasers exposure for actual damages to the amount of the Contract Deposit which Purchaser agrees constitutes a fair and reasonable amount of compensation for Sellers damages under the circumstances and is not a penalty The principles of real property law shall apply to this liquidated damages provision 132 In the event of a default or misrepresentation by Seller Purchaser shall have such remedies as Purchaser is entitled to at law or in equity including
specific performance because the Unit and possession thereof cannot be duplicated 133 Subject to the provisions of para 43 each Party indemnifies and holds harmless the other against and from any claim judgment loss liability cost or expense resulting from the indemnitors breach of any of its representations or covenants stated to survive Closing cancellation or termination of this Contract Purchaser indemnifies and holds harmless Seller against and from any claim judgment loss liability cost or expense resulting from the Lease obligations accruing from and after the Closing Each indemnity includes without limitation reasonable attorneys fees and disbursements court costs and litigation expenses arising from the defense of any claim and enforcement or collection of a judgment under this indemnity provided the indemnitee is given Notice and opportunity to defend the claim This para 133 shall survive Closing cancellation or termination of this Contract 134 In the event any instrument for the payment of the Contract Deposit fails of collection Seller shall have the right to sue on the uncollected instrument In addition such failure of collection shall be a default under this Contract provided Seller gives Purchaser Notice of such failure of collection and within 3 business days after Notice is given Escrowee does not receive from Purchaser an unendorsed good certified check bank check or immediately available funds in the amount of the uncollected funds Failure to cure such default shall entitle Seller to the remedies set forth in Paragraph 131 and to retain all sums as may be collected andor recovered 14 Entire Agreement Modification 141 All prior oral or written representations understandings and agreements had between the Parties with respect to the subject matter of this Contract and with the Escrowee as to para 27 are merged in this Contract which alone fully and completely expresses the Parties and Escrowees agreement 142 The Attorneys may extend in writing any of the time limitations stated in this Contract Any other provision of this Contract may be changed or waived only in writing signed by the Party or Escrowee to be charged 15 Removal of Liens and Judgments 151 Purchaser shall deliver or cause to be delivered to Seller or Sellers Attorney not less than 10 calendar days prior to the Scheduled Closing Date a Lien and Judgment search except that Liens or Judgments first disclosed in a continuation search shall be reported to Seller within 2 business days after receipt thereof but not later than the Closing Seller shall have the right to adjourn the Closing pursuant to para 16 to remove any such Liens and Judgments Failure by Purchaser to timely deliver such search or continuation search shall not constitute a waiver of Sellers covenants in para 4 as to Liens and Judgments However if the Closing is adjourned solely by reason of untimely delivery of the Lien and Judgment search the apportionments under Paragraph 113 shall be made as of 1159 PM of the day preceding the Scheduled Closing Date in para 115 152 Seller at Sellers expense shall obtain and deliver to the Purchaser the documents and payments necessary to secure the release satisfaction termination and discharge or removal of record of any Liens and Judgments Seller may use any portion of the Purchase Price for such purposes 153 This para 15 shall survive Closing 16 Sellers Inability 161 If Seller shall be unable to transfer the items set forth in para 21 in accordance with this Contract for any reason other than Sellers failure to make a required payment or other willful act or omission then Seller shall have the right to adjourn the Closing for periods not exceeding 60 calendar days in the aggregate but not extending beyond the expiration of Purchasers Loan Commitment Letter if para 1201 or 1202 applies 162 If Seller does not elect to adjourn the Closing or (if adjourned) on the adjourned date of Closing Seller is still unable to perform then unless Purchaser elects to proceed with the Closing without abatement of the Purchase Price either Party may cancel this Contract on Notice to the other Party given at any time thereafter 163 In the event of such cancellation the sole liability of Seller shall be to cause the Contract Deposit to be refunded to Purchaser and to reimburse Purchaser for the actual costs incurred for Purchases lien and title search if any
17 Notices and Contract Delivery 171 Any notice or demand (Notice) shall be in writing and delivered either by hand overnight delivery or certified or registered mail return receipt requested to the Party or and simultaneously in like manner to such Partys Attorney if any and to Escrowee at their respective addresses or to such other address as shall hereafter be designated by Notice given pursuant to this para 17 172 The Contract may be delivered as provided in para 171 or by ordinary mail 173 The Contract or each Notice shall be deemed given and received 1731 on the day delivered by hand 1732 on the business day following the date sent by overnight delivery 1733 on the 5th business day following the date sent by certified or registered mail or 1734 as to the Contract only 3 business days following the date of ordinary mailing 174 A Notice to Escrowee shall be deemed given only upon actual receipt by Escrowee 175 The Attorneys are authorized to give and receive any Notice on behalf of their respective clients 176 Failure or refusal to accept a Notice shall not invalidate the Notice 177 Notice pursuant to parapara 222 and 134 may be delivered by confirmed facsimile to the Partys Attorney and shall be deemed given when transmission is confirmed by senders facsimile machine 18 Financing Provisions 181 The provisions of parapara 181 and 182 are applicable only if para 1201 or 1202 applies 1811 An Institutional Lender is any of the following that is authorized under Federal or New York State law to issue a loan secured by the Shares and Lease and is currently extending similarly secured loan commitments in the county in which the Unit is located a bank savings bank savings and loan association trust company credit union of which Purchaser is a member mortgage banker insurance company or governmental entity 1812 A Loan Commitment Letter is a written offer from an Institutional Lender to make a loan on the Financing Terms (see para 1 2 1) at prevailing fixed or adjustable interest rates and on other customary terms generally being offered by Institutional Lenders making cooperative share loans An offer to make a loan conditional upon obtaining an appraisal satisfactory to the Institutional Lender shall not become a Loan Commitment Letter unless and until such condition is met An offer conditional upon any factor concerning Purchaser (eg sale of current home payment of outstanding debt no material adverse change in Purchasers financial condition etc) is a Loan Commitment Letter whether or not such condition is met Purchaser accepts the risk that and cannot cancel this Contract if any condition concerning Purchaser is not met 182 Purchaser directly or through a mortgage broker registered pursuant to Article 12-D of the Banking Law shall diligently and in good faith 1821 apply only to an Institutional Lender for a loan on the Financing Terms (see para 121) on the form required by the Institutional Lender containing truthful and complete information and submit such application together with such documents as the Institutional Lender requires and pay the applicable fees and charges of the Institutional Lender all of which shall be performed within 5 business days after the Delivery Date 1822 promptly submit to the Institutional Lender such further references data and documents requested by the Institutional Lender and 1823 accept a Loan Commitment Letter meeting the Financing Terms and comply with all requirements of such Loan Commitment Letter (or any other loan commitment letter accepted by Purchaser) and of the Institutional Lender in order to close the loan and 1824 furnish Seller with a copy of the Loan Commitment Letter promptly after Purchasers receipt thereof 1825 Purchaser is not required to apply to more than one Institutional Lender 183 If Paragraph 1201 applies then 1831 provided Purchaser has complied with all applicable provisions of para 182 and this para 183 Purchaser may cancel this Contract as set forth below if
18311 any Institutional Lender denies Purchasers application in writing prior to the Loan Commitment Date (see Paragraph 121) or 18312 a Loan Commitment Letter is not issued by the Institutional Lender on or before the Loan Commitment Date or 18313 any requirement of the Loan Commitment Letter other than one concerning Purchaser is not met (eg failure of the Corporation to execute and deliver the Institutional Lenders recognition agreement or other document financial condition of the Corporation owner occupancy quota etc) or 18314 (i) the Closing is adjourned by Seller or the Corporation for more than 30 business days from the Scheduled Closing Date and (ii) the Loan Commitment Letter expires on a date more than 30 business days after the Scheduled Closing Date and before the new date set for Closing pursuant to this para and (iii) Purchaser is unable in good faith to obtain from the Institutional Lender an extension of the Loan Commitment Letter or a new Loan Commitment Letter on the Financing Terms without paying additional fees to the Institutional Lender unless Seller agrees by Notice to Purchaser within 5 business days after receipt of Purchasers Notice of cancellation on such ground that Seller will pay such additional fees and Seller pays such fees when due Purchaser may not object to an adjournment by Seller for up to 30 business days solely because the Loan Commitment Letter would expire before such adjourned Closing date 1832 Purchaser shall deliver Notice of cancellation to Seller within 5 business days after the Loan Commitment Date if cancellation is pursuant to para 18311 or 18312 and on or prior to the Scheduled Closing Date if cancellation is pursuant to para 18313 or 18314 1833 If cancellation is pursuant to Paragraph 18311 then Purchaser shall deliver to Seller together with Purchasers Notice a copy of the Institutional Lenders written denial of Purchasers loan application If cancellation is pursuant to para 18313 then Purchaser shall deliver to Seller together with Purchasers Notice evidence that a requirement of the Institutional Lender was not met 1834 Seller may cancel this Contract by Notice to Purchaser sent within 5 days after the Loan Commitment Date if Purchaser shall not have sent by then either (i) Purchasers Notice of cancellation or (ii) a copy of the Loan Commitment Letter to Seller which cancellation shall become effective if Purchaser does not deliver a copy of such Loan Commitment Letter to Seller within 10 business days after the Loan Commitment Date 1835 Failure by either Purchaser or Seller to deliver Notice of cancellation as required by this para 183 shall constitute a waiver of the right to cancel under this para 183 1836 If this Contract is canceled by Purchaser pursuant to this para 183 then thereafter neither Party shall have any further rights against or obligations or liabilities to the other by reason of this Contract except that the Contract Deposit shall be promptly refunded to Purchaser and except as set forth in para 12 If this Contract is canceled by Purchaser pursuant to para 18314 then Seller shall reimburse Purchaser for any non-refundable financing and inspection expenses and other sums reimbursable pursuant to para 16 1837 Purchaser cannot cancel this Contract pursuant to 18314 and cannot obtain a refund of the Contract Deposit if the Institutional Lender fails to fund the loan 18371 because a requirement of the Loan Commitment Letter concerning Purchaser is not met (eg Purchasers financial condition or employment status suffers an adverse change Purchaser fails to satisfy a condition relating to the sale of an existing residence etc) or 18372 due to the expiration of a Loan Commitment Letter issued with an expiration date that is not more than 30 business days after the Scheduled Closing Date 19 SingularPlural and JointSeveral The use of the singular shall be deemed to include the plural and vice versa whenever the context so requires If more than one person constitutes Seller or Purchaser their obligations as such Party shall be joint and several 20 No Survival No representation andor covenant contained herein shall survive Closing except as expressly provided Payment of the Balance shall constitute a discharge and release by Purchaser of all of Sellers obligations hereunder except those expressly stated to survive Closing 21 Inspections
Purchaser and Purchasers representatives shall have the right to inspect the Unit within 48 hours prior to Closing and at other reasonable times upon reasonable request to Seller 22 Governing Law and Venue This Contract shall be governed by the laws of the State of New York without regard to principles of conflict of laws Any action or proceeding arising out of this Contract shall be brought in the county or Federal district where the Unit is located and the Parties hereby consent to said venue 23 No Assignment by Purchaser Death of Purchaser 231 Purchaser may not assign this Contract or any of Purchasers rights hereunder Any such purported assignment shall be null and void 232 This Contract shall terminate upon the death of all persons comprising Purchaser and the Contract Deposit shall be refunded to the Purchaser Upon making such refund and reimbursement neither Party shall have any further liability or claim against the other hereunder except as set forth in para 12 24 Cooperation of Parties 241 The Parties shall each cooperate with the other the Corporation and Purchasers Institutional Lender and title company if any and obtain execute and deliver such documents as are reasonably necessary to consummate this sale 242 The Parties shall timely file all required documents in connection with all governmental filings that are required by law Each Party represents to the other that its statements in such filings shall be true and complete This para 242 shall survive Closing 25 FIRPTA The parties shall comply with IRC sectsect 897 1445 and the regulations thereunder as same may be amended (FIRPTA) If applicable Seller shall execute and deliver to purchaser at Closing a Certification of Non-Foreign Status (CNS) or deliver a Withholding Certificate from the IRS If Seller fails to deliver a CNS or a Withholding Certificate Purchaser shall withhold from the Balance and remit to the IRS such sum as may be required by law Seller hereby waives any right of action against Purchaser on account of such withholding and remittance This para 25 shall survive Closing 26 Additional Requirements 261 Purchaser shall not be obligated to close unless all of the following requirements are satisfied at the time of the Closing 2611 the Corporation is in good standing 2612 the Corporation has fee or leasehold title to the Premises whether or not marketable or insurable and 2613 there is no pending in rem action tax certificatelien sale or foreclosure action of any underlying mortgage affecting the Premises 262 If any requirement in para 261 is not satisfied at the time of the Closing Purchaser shall give Seller Notice and if the same is not satisfied within a reasonable period of time thereafter then either Party may cancel this Contract (pursuant to para 163) by Notice 27 Escrow Terms 271 The Contract Deposit shall be deposited by Escrowee in an escrow account as set forth in para 124 and the proceeds held and disbursed in accordance with the terms of this Contract At Closing the Contract Deposit shall be paid by Escrowee to Seller If the Closing does not occur and either Party gives Notice to Escrowee demanding payment of the Contract Deposit Escrowee shall give prompt Notice to the other Party of such demand If Escrowee does not receive a Notice of objection to the proposed payment from such other Party within 10 business days after the giving of Escrowees Notice Escrowee is hereby authorized and directed to make such payment to the demanding party If Escrowee does receive such a Notice of objection within said period or if for any reason Escrowee in good faith elects not to make such payment Escrowee may continue to hold the Contract Deposit until otherwise directed by a joint Notice by the Parties or a final non-appealable judgment order or decree of a court of competent jurisdiction However Escrowee shall have the right at any time to deposit the Contract Deposit and the interest thereon if any with the clerk of a court in the county as set forth in para 22 and shall give Notice of such deposit to each Party Upon disposition of the Contract Deposit and
interest thereon if any in accordance with this para 27 Escrowee shall be released and discharged of all escrow obligations and liabilities 272 The Party whose Attorney is Escrowee shall be liable for loss of the Contract Deposit If the Escrowee is Sellers attorney then Purchaser shall be credited with the amount of the contract Deposit at Closing 273 Escrowee will serve without compensation Escrowee is acting solely as a stakeholder at the Parties request and for their convenience Escrowee shall not be liable to either Party for any act or omission unless it involves bad faith willful disregard of this Contract or gross negligence In the event of any dispute Seller and Purchaser shall jointly and severally (with right of contribution) defend (by attorneys selected by Escrowee) indemnify and hold harmless Escrowee from and against any claim judgment loss liability cost and expenses incurred in connection with the performance of Escrowees acts or omissions not involving bad faith willful disregard of this Contract or gross negligence This indemnity includes without limitation reasonable attorneys fees either paid to retain attorneys or representing the fair value of legal services rendered by Escrowee to itself and disbursements court costs and litigation expenses 274 Escrowee acknowledges receipt of the Contract Deposit by check subject to collection
275 Escrowee agrees to the provisions of this para 27 276 If Escrowee is the Attorney for a Party Escrowee shall be permitted to represent such Party in any dispute or lawsuit 277 This para 27 shall survive Closing cancellation or termination of this Contract 28 Margin Headings The margin headings do not constitute part of the text of this Contract 29 Miscellaneous This Contract shall not be binding unless and until Seller delivers a fully executed counterpart of this Contract to Purchaser (or Purchasers Attorney) pursuant to para 172 and 173 This Contract shall bind and inure to the benefit of the Parties hereto and their respective heirs personal and legal representatives and successors in interest 30 Lead Paint If applicable the complete and fully executed Disclosure of Information on Lead Based Paint and or Lead-Based Paint Hazards is attached hereto and made a part hereof
In Witness Whereof the Parties hereto have duly executed this Contract as of the date first above written
ESCROW TERMS AGREED TO SELLER PURCHASER GIDDINS CLAMAN LLP ESCROWEE
Rider to and Part of Contract of Sale Between as Seller and as Purchaser for Unit at New York NY
31 Purchasers Additional Representations and Covenants 3 11 Supplementing para 42 of the Contract Purchaser also represents and covenants that 3111 Purchaser has and will at Closing have available unencumbered cash and cash equivalents (including publicly traded securities) in a sum at least equal to (and having a then current value of) the Balance and 3112 Purchaser has and will at and immediately following the Closing have a positive net worth 312 the Maintenance and the monthly amount of the Assessment (if any) do not aggregate more than 25 of the current total gross monthly income of the individuals comprising the Purchaser
313 (if para 1201 or para 1202 applies) the monthly debt service (interest and amortization of principal if any) of the proposed financing together with the Maintenance and the monthly Assessment amount (if any) do not aggregate more than 35 of said current total gross monthly income 32 Supplementing paragraph 4 1 Seller has no actual knowledge of a material default or condition which the Lessee is required to cure under the Lease and which remains uncured If prior to Closing Seller acquires knowledge of a such default or condition which the Lessee would be required to cure then Seller shall cure same at or prior to Closing This provision shall not survive closing
The Parties have duly executed this Rider as of the same date as the Contract SELLER PURCHASER ______________________________ _______________________________
Note This form is intended to deal with matters common to most transactions
involving the sale of a condominium unit Provisions should be added altered or
deleted to suit the circumstances of a particular transaction No representation is
made that this form of contract complies with Section 5-702 of the General
Obligations Law (ldquoPlain Language Lawrdquo)
CONSULT YOUR LAWYER BEFORE SIGNING THIS AGREEMENT
Contract of Sale - Condominium Unit
Agreement made as of 2010 between residing at Street Apt
New York NY (ldquoSellerrdquo) and residing at (ldquoPurchaserrdquo)
1 Unit Seller agrees to sell and convey and Purchaser agrees to purchase Unit
No (ldquoUnitrdquo) in the building (ldquoBuildingrdquo) known as Condominium
(ldquoCondominiumrdquo) and located at New York NY New York together with a
XXXXX percent undivided interest in the Common Elements (as defined in para 6)
appurtenant thereto all upon and subject to the terms and conditions set forth herein The
Unit shall be as designated in the Declaration of Condominium Ownership (as the same
may be amended from time to time the ldquoDeclarationrdquo) of the Condominium recorded in
New York County New York or the By-Laws (as the same may be amended from time
to time the ldquoBy-Lawsrdquo) of the Condominium
2 Personal Property (a) The sale includes all of Sellerrsquos right title and
interest if any in and to
(i) the refrigerators freezers ranges ovens built-in microwave
ovens dishwashers washing machines clothes dryers cabinets and counters lighting
and plumbing fixtures chandeliers air conditioning equipment venetian blinds shades
screens storm windows and other window treatments wall-to-wall carpeting
bookshelves switchplates door hardware and mirrors built-ins and articles of property
and fixtures attached to or appurtenant to the Unit except those listed in subpara 2(b) all
of which included property and fixtures are represented to be owned by Seller free and
clear of all liens and encumbrances other than those encumbrances (ldquoPermitted
Exceptionsrdquo) set forth on Schedule A annexed hereto and made a part hereof (strike out
inapplicable items) to the extent any of the foregoing exist in the Unit on the date
hereof and
- 2 -
(ii)
(b) Excluded from this sale are
(i) furniture and furnishings (other than as specifically provided
in this Contract) and
(ii)
(c) The property referred to in subpara 2(a)(i) and (ii) may not be
purchased if title to the Unit is not conveyed hereunder
3 Purchase Price (a) The purchase price (ldquoPurchase Pricerdquo) is $
payable as follows
(i) $ (ldquoDownpaymentrdquo) on the signing of this Contract by
good check subject to collection the receipt of which is hereby acknowledged to be held
in escrow pursuant to para 16 and
(ii) $ constituting the balance of the Purchase Price by
certified check of Purchaser or official bank check (except as otherwise provided in this
Contract) on the delivery of the deed as hereinafter provided
(b) All checks in payment of the Purchase Price shall represent United
States currency and be drawn on or issued by a bank or trust company authorized to
accept deposits in New York State All checks in payment of the Downpayment shall be
payable to the order of Escrowee (as hereinafter defined) All checks in payment of the
balance of the Purchase Price shall be payable to the order of Seller (or as Seller
otherwise directs pursuant to subparas 6(a)(viii) or 18(b))
(c) Except for the Downpayment and checks aggregating not more than
one-half of one percent of the Purchase Price One Thousand Dollars ($100000)
including payment for closing adjustments all checks delivered by Purchaser shall be
certified or official bank checks as hereinabove provided
4 Closing of Title The closing documents referred to in para 6 shall be
delivered and payment of the balance of the Purchase Price shall be made at the closing
of title (ldquoClosingrdquo) to be held on or about at AM at the offices of
Giddins Claman LLP 675 Third Avenue 29th
Floor New York NY or at the office
of Purchaserrsquos lending institution or its counsel provided however that such office is
located in either the City or County in which either (a) Sellerrsquos attorney maintains an
office or (b) the Unit is located
5 Representations Warranties and Covenants Seller represents warrants
and covenants that
- 3 -
(a) Seller is the sole owner of the Unit and the property referred to in
subpara 2(a) and Seller has the full right power and authority to sell convey and transfer
the same
(b) The common charges (excluding separately billed utility charges) for
the Unit on the date hereof are $xxxxx per month
(c) Seller has not received any written notice of any intended assessment
or increase in common charges not reflected in subpara 5(b) Purchaser acknowledges
that it will not have the right to cancel this Contract in the event of the imposition of any
assessment or increase in common charges after the date hereof of which Seller has not
heretofore received written notice
(d) The real estate taxes for the Unit for the fiscal year of ________
through ________ are $_________ Purchaser may verify the real estate taxes on the
website of the New York City Department of Finance A printout from the website
is attached
(e) Seller is not a ldquosponsorrdquo or a nominee of a ldquosponsorrdquo under any plan of
condominium organization affecting the Unit
(f) All refrigerators freezers ranges dishwashers washing machines
clothes dryers and air conditioning equipment included in this sale will be in working
order at the time of Closing
(g) If a copy is attached to this Contract the copy of the Certificate of
Occupancy covering the Unit is a true and correct copy and
(h) Seller is not a ldquoforeign personrdquo as defined in para 17 (If inapplicable
delete and provide for compliance with Code Withholding Section as defined in para
17)
6 Closing Documents (a) At the Closing Seller shall deliver to Purchaser the
following
(i) Bargain and sale deed With covenant against grantorrsquos acts
(ldquoDeedrdquo) complying with RPL sect 339-o and containing the covenant required by LL sect
13(5) conveying to Purchaser title to the Unit together with its undivided interest in the
Common Elements (as such term is defined in the Declaration and which term shall be
deemed to include Sellerrsquos right title and interest in any limited common elements
attributable to or used in connection with the Unit) appurtenant thereto free and clear of
all liens and encumbrances other than Permitted Exceptions The Deed shall be executed
and acknowledged by Seller and if requested by the Condominium executed and
acknowledged by Purchaser in proper statutory form for recording
- 4 -
(ii) If a corporation and if required pursuant to BCL sect 909 Seller
shall deliver to Purchaser (1) a resolution of its board of directors authorizing the delivery
of the Deed and (2) a certificate executed by an officer of such corporation certifying as
to the adoption of such resolution and setting forth facts demonstrating that the delivery
of the Deed is in conformity with the requirements of BCL sect 909 The Deed shall also
contain a recital sufficient to establish compliance with such law
(iii) A waiver of right of first refusal of the board of managers of
the Condominium (ldquoBoardrdquo) if required in accordance with para 8
(iv) A statement by the Condominium or its managing agent that
the common charges and any assessments then due and payable the Condominium have
been paid to the date of the Closing
(v) All keys to the doors of and mailbox for the Unit
(vi) Such affidavits andor other evidence as the title company
(ldquoTitle Companyrdquo) from which Purchaser has ordered a title insurance report and which
is authorized to do business in New York State shall reasonably require in order to omit
from its title insurance policy all exceptions for judgments bankruptcies or other returns
against Seller and persons or entities whose names are the same as or are similar to
Sellerrsquos name
(vii) New York City Real Property Transfer Tax Return if
applicable and New York State Real Estate Transfer Tax Return prepared executed and
acknowledged by Seller in proper form for submission
(viii) Checks in payment of all applicable real property transfer
taxes except a transfer tax which by law is primarily imposed on the purchaser
(ldquoPurchaser Transfer Taxrdquo) due in connection with the sale In lieu of delivery of such
checks Seller shall have the right upon reasonable prior notice to Purchaser to cause
Purchaser to deliver said checks at the Closing and to credit the amount thereof against
the balance of the Purchase Price Seller shall pay the additional transfer taxes if any
payable after the Closing by reason of the conveyance of the Unit which obligation shall
survive the Closing
(ix) Certification that Seller is not a foreign person pursuant to
para 17 or a withholding certificate from the Internal Revenue Service (If inapplicable
delete and provide for compliance with Code Section as defined in para 17) and
(x) Affidavit that a single station smoke detecting alarm device is
installed pursuant to New York Executive Law sect378(5)
(b) At the Closing Purchaser shall deliver to Seller the following
- 5 -
(i) Checks in payment of (y) the balance of the Purchase Price in
accordance with subpara 3(b) and (z) any Purchaser Transfer Tax
(ii) If required by the Declaration or By-Laws power of attorney
to the Board prepared by Seller in the form required by the Condominium The power of
attorney shall be executed and acknowledged by Purchaser and after being recorded
shall be sent to the Condominium
(iii) New York City Real Property Transfer Tax Return executed
and acknowledged by Purchaser and an Affidavit in Lieu of Registration pursuant to New
York Multiple Dwelling Law each in proper form for submission if applicable and
(iv) If required New York State Equalization Return executed
and acknowledged by Purchaser in proper form for submission
(c) It is a condition of Purchaserrsquos obligation to close title hereunder that
(i) All notes or notices of violations of law or governmental
orders ordinances or requirements affecting the Unit and noted or issued by any
governmental department agency or bureau having jurisdiction which were noted or
issued on or prior to the date hereof shall have been cured by Seller
(ii) Any written notice to Seller from the Condominium (or its
duly authorized representative) that the Unit is in violation of the Declaration By-Laws
or rules and regulations of the Condominium shall have been cured and
(iii) The Condominium is a valid condominium created pursuant
to RPL Art 9-B and the Title Company will so insure
7 Closing Adjustments (a) The following adjustments shall be made as of
1159 PM of the day before the Closing
(i) Real estate taxes and water charges and sewer rents if
separately assessed on the basis of the fiscal period for which assessed except that if
there is a water meter with respect to the Unit apportionment shall be based on the last
available reading subject to adjustment after the Closing promptly after the next reading
is available provided however that in the event real estate taxes have not as of the date
of Closing been separately assessed to the Unit real estate taxes shall be apportioned on
the same basis as provided in the Declaration or By-Laws or in the absence of such
provision based upon the Unitrsquos percentage interest in the Common Elements
(ii) Common charges of the Condominium and
(iii) If fuel is separately stored with respect to the Unit only the
value of fuel stored with respect to the Unit at the price then charged by Sellerrsquos supplier
- 6 -
(as determined by a letter or certificate to be obtained by Seller from such supplier)
including any sales taxes
(b) If at the time of Closing the Unit is affected by an assessment which is
or may become payable in installments then for the purposes of this Contract only the
unpaid installments which are then due shall be considered due and are to be paid by
Seller at the Closing All subsequent installments at the time of Closing shall be the
obligation of Purchaser
(c) Any errors or omissions in computing closing adjustments shall be
corrected This subpara 7(c) shall survive the Closing
(d) If the Unit is located in the City of New York the ldquocustoms in respect
to title closingsrdquo recommended by The Real Estate Board of New York Inc as amended
and in effect on the date of Closing shall apply to the adjustments and other matters
therein mentioned except as otherwise provided herein
8 Right of First Refusal If so provided in the Declaration or By-Laws this
sale is subject to and conditioned upon the waiver of a right of first refusal to purchase
the Unit held by the Condominium and exercisable by the Board Seller agrees to give
notice promptly to the Board of the contemplated sale of the Unit to Purchaser which
notice shall be given in accordance with the terms of the Declaration and By-Laws and
Purchaser agrees to provide promptly all applications information and references
reasonably requested by the Board If the Board shall exercise such right of first refusal
Seller shall promptly refund to Purchaser the Downpayment (which term for all purposes
of this Contract shall be deemed to include interest if any earned thereon) and upon the
making of such refund this Contract shall be deemed cancelled and of no further force or
effect and neither party shall have any further rights against or obligations or liabilities
to the other by reason of this Contract If the Board shall fail to exercise such right of
first refusal within the time and in the manner provided for in the Declaration or By-Laws
or shall declare in writing its intention not to exercise such right of first refusal (a copy of
which writing shall be delivered to Purchaser promptly following receipt thereof) the
parties hereto shall proceed with this sale in accordance with the provisions of this
Contract
9 Processing Fee Seller shall at the Closing pay all fees and charges payable
to the Condominium (andor its managing agent) in connection with this sale and
customarily charged to Sellers by the Condominium including without limitation
any processing fee the legal fees if any of the Condominiumrsquos attorney in connection
with this sale and unless otherwise agreed to by Seller and Purchaser in writing all ldquoflip
taxesrdquo transfer or entrance fees or similar charges if any payable to or for the
Condominium or otherwise for the benefit of the Condominium unit owners which arise
by reason of this sale Purchaser shall pay all fees customarily charged to Purchasers
by the Condominium or Managing Agent
- 7 -
10 No Other Representations Purchaser has examined and is satisfied with the
Declaration By-Laws and rules and regulations of the Condominium or has waived the
examination thereof Purchaser has inspected the Unit its fixtures appliances and
equipment and the personal property if any included in this sale as well as the Common
Elements of the Condominium and knows the condition thereof and subject to subpara
5(f) agrees to accept the same ldquoas isrdquo ie in the condition they are in on the date hereof
subject to normal use wear and tear between the date hereof and the Closing Purchaser
has examined or waived examination of the last audited financial statements of the
Condominium and has considered or waived consideration of all other matters pertaining
to this Contract and to the purchase to be made hereunder and does not rely on any
representations made by any broker or by Seller or anyone acting or purporting to act on
behalf of Seller as to any matters which might influence or affect the decision to execute
this Contract or to buy the Unit or said personal property except those representations
and warranties which are specifically set forth in this Contract
11 Possession Seller shall prior to the Closing remove from the Unit all
furniture furnishings and other personal property not included in this sale shall repair
any damage caused by such removal and shall deliver exclusive possession of the Unit at
the Closing vacant broom-clean and free of tenancies or other rights of use or
possession
12 Access Seller shall permit Purchaser and its architect decorator or other
authorized persons to have the right of access to the Unit between the date hereof and the
Closing for the purpose of inspecting the same and taking measurements at reasonable
times and upon reasonable prior notice to Seller (by telephone or otherwise) Further
Purchaser shall have the right to inspect the Unit at a reasonable time during the 24-hour
period immediately preceding the Closing
13 Defaults and Remedies (a) If Purchaser defaults hereunder Sellerrsquos sole
remedy shall be to retain the Downpayment as liquidated damages it being agreed that
Sellerrsquos damages in case of Purchaserrsquos default might be impossible to ascertain and that
the Downpayment constitutes a fair and reasonable amount of damages under the
circumstances and is not a penalty
(b) If Seller defaults hereunder Purchaser shall have such remedies as
Purchaser shall be entitled to at law or in equity including but not limited to specific
performance
14 Notices Any notice request or other communication (ldquoNoticerdquo) given or
made hereunder (except for the notice required by para 12) shall be in writing and either
(a) sent by any of the parties hereto or their respective attorneys by registered or certified
mail return receipt requested postage prepaid or (b) delivered in person or by overnight
courier with receipt acknowledged to the address given at the beginning of this Contract
for the party to whom the Notice is to be given or to such other address for such party as
said party shall hereafter designate by Notice given to the other party pursuant to this
- 8 -
para 14 or (c) with respect to para 6(a)(viii) or para 18(b) sent by fax to the partyrsquos
attorney Each Notice mailed shall be deemed given on the third business day following
the date of mailing the same and each Notice delivered in person or by overnight courier
shall be deemed given when delivered A copy of each notice sent to a party shall also be
sent to the partyrsquos attorney Each notice sent by fax shall be deemed given when
transmission is confirmed by the senders fax machine The attorneys for the parties are
hereby authorized to give and receive on behalf of their clients all Notices and deliveries
15 Purchaserrsquos Lien The Downpayment and all other sums paid on account of
this Contract and the reasonable expenses of the examination of title to and departmental
violation searches in respect of the Unit are hereby made a lien upon the Unit but such
lien shall not continue after default by Purchaser hereunder
16 Downpayment in Escrow (a) Sellerrsquos attorney (ldquoEscroweerdquo) shall hold the
Downpayment in escrow in a segregated bank account at the depository identified at the
end of this Contract until Closing or sooner termination of this Contract and shall pay
over or apply the Downpayment in accordance with the terms of this para 16 Escrowee
shall hold the Downpayment in a(n) interest-bearing Escrow account for the benefit of
the parties If interest is held for the benefit of the parties it shall be paid to the party
entitled to the Downpayment and the party receiving the interest shall pay any income
taxes thereon If interest is not held for the benefit of the parties the Downpayment shall
be placed in an IOLA account or as otherwise permitted or required by law The Social
Security or Federal Identification numbers of the parties shall be furnished to Escrowee
upon request At Closing the Downpayment shall be paid by Escrowee to Seller If for
any reason Closing does not occur and either party gives Notice (as defined in paragraph
14) to Escrowee demanding payment of the Downpayment Escrowee shall give prompt
Notice to the other party of such demand If Escrowee does not receive Notice of
objection from such other party to the proposed payment within 10 business days after
the giving of such Notice Escrowee is hereby authorized and directed to make such
payment If Escrowee does receive such Notice of objection within such 10 day period or
if for any other reason Escrowee in good faith shall elect not to make such payment
Escrowee shall continue to hold such amount until otherwise directed by Notice from the
parties to this Contract or a final nonappealable judgment order or decree of a court
However Escrowee shall have the right at any time to deposit the Downpayment with the
clerk of a court in the county in which the Unit is located and shall give Notice of such
deposit to Seller and Purchaser Upon such deposit or other disbursement in accordance
with the terms of this para 16 Escrowee shall be relieved and discharged of all further
obligations and responsibilities hereunder
(b) The parties acknowledge that Escrowee is acting solely as a
stakeholder at their request and for their convenience and that Escrowee shall not be
liable to either party for any act or omission on its part unless taken or suffered in bad
faith or in willful disregard of this Contract or involving gross negligence on the part of
Escrowee Seller and Purchaser jointly and severally (with right of contribution) agree to
- 9 -
defend (by attorneys selected by Escrowee) indemnify and hold Escrowee harmless from
and against all costs claims and expenses (including reasonable attorneysrsquo fees) incurred
in connection with the performance of Escroweersquos 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 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 Escroweersquos agreement to the provisions of this para 16 by signing in
the place indicated in this Contract
(e) Escrowee or any member of its firm shall be permitted to act as
counsel for Seller in any dispute as to the disbursement of the Downpayment or any other
dispute between the parties whether or not Escrowee is in possession of the
Downpayment and continues to act as Escrowee
(f) The party whose attorney is Escrowee shall be liable for loss of the
Downpayment
17 FIRPTA Seller represents and warrants to Purchaser that Seller is not a
ldquoforeign personrdquo as defined in IRC sect 1445 as amended and the regulations issued
thereunder (ldquoCode Withholding Sectionrdquo) At the Closing Seller shall deliver to
Purchaser a certificate stating that Seller is not a foreign person in the form then required
by the Code Withholding Section or a withholding certificate from the Internal Revenue
Service In the event Seller fails to deliver the aforesaid certificate or in the event that
Purchaser is not entitled under the Code Withholding Section to rely on such certificate
Purchaser shall deduct and withhold from the Purchase Price a sum equal to 10 thereof
and shall at Closing remit the withheld amount with the required forms to the Internal
Revenue Service
18 Title Report Acceptable Title (a) Purchaser shall promptly after the date
hereof or after receipt of the mortgage commitment letter if applicable order a title
insurance report from the Title Company Promptly after receipt of the title report and
thereafter of any continuations thereof and supplements thereto Purchaser shall forward a
copy of each such report continuation or supplement to the attorney for Seller Purchaser
shall further notify Sellerrsquos attorney of any other objections to title not reflected in such
title report of which Purchaser becomes aware following the delivery of such report
reasonably promptly after becoming aware of such objections
(b) Any unpaid taxes assessments water charges and sewer rents
together with the interest and penalties thereon to a date not less than two days following
- 10 -
the date of Closing and any other liens and encumbrances which Seller is obligated to
pay and discharge or which are against corporations estates or other persons in the chain
of title together with the cost of recording or filing any instruments necessary to
discharge such liens and encumbrances of record may be paid out of the proceeds of the
monies payable at the Closing if Seller delivers to Purchaser at the Closing official bills
for such taxes assessments water charges sewer rents interest and penalties and
instruments in recordable form sufficient to discharge any other liens and encumbrances
of record Upon request made a reasonable time before the Closing Purchaser shall
provide at the Closing separate checks for the foregoing payable to the order of the holder
of any such lien charge or encumbrance and other wise complying with subpara 3(b) If
the Title Company is willing to insure Purchaser that such charges liens and
encumbrances will not be collected out of or enforced against the Unit and is willing to
insure the lien of Purchaserrsquos Institutional Lender (as hereinafter defined) free and clear
of any such charges liens and encumbrances then Seller shall have the right in lieu of
payment and discharge to deposit with the Title Company such funds or to give such
assurances or to pay such special or additional premiums as the Title Company may
require in order to so insure In such case the charges liens and encumbrances with
respect to which the Title Company has agreed so to insure shall not be considered
objections to title
(c) Seller shall convey and Purchaser shall accept fee simple title to the
Unit in accordance with the terms of this Contract subject only to (a) the Permitted
Exceptions and (b) such other matters as (i) the Title Company or any other title insurer
licensed to do business by the State of New York shall be willing without special or
additional premium to omit as exceptions to coverage or to except with insurance against
collection out of or enforcement against the Unit and (ii) shall be accepted by any lender
which has committed in writing to provide mortgage financing to Purchaser for the
purchase of the Unit (ldquoPurchaserrsquos Institutional Lenderrdquo) except that if such
acceptance by Purchaserrsquos Institutional Lender is unreasonably withheld or delayed such
acceptance shall be deemed to have been given
(d) Notwithstanding any contrary provisions in this Contract express or
implied or any contrary rule of law or custom if Seller shall be unable to convey the
Unit in accordance with this Contract (provided that Seller shall release discharge or
otherwise cure at or prior to Closing any matter created by Seller after the date hereof and
any existing mortgage unless this sale is subject to it) and if Purchaser elects not to
complete this transaction without abatement of the Purchase Price the sole obligation and
liability of Seller shall be to refund the Downpayment to Purchaser together with the
reasonable cost of the examination of title to and departmental violation searches in
respect of the Unit and upon the making of such refund and payment this Contract shall
be deemed cancelled and of no further force or effect and neither party shall have any
further rights against or obligations or liabilities to the other by reason of this Contract
However nothing contained in this subpara 18(d) shall be construed to relieve Seller
from liability due to a willful default
- 11 -
19 Risk of Loss Casualty (a) The risk of loss or damage to the Unit or the
personal property included in this sale by fire or other casualty until the earlier of the
Closing or possession of the Unit by Purchaser is assumed by Seller but without any
obligation of Seller to repair or replace any such loss or damage unless Seller elects to do
so as hereinafter provided Seller shall notify Purchaser of the occurrence of any such
loss or damage to the Unit or the personal property included in this sale within 10 days
after such occurrence or by the date of Closing whichever first occurs and by such
notice shall state whether or not Seller elects to repair or restore the Unit andor the
personal property as the case may be If Seller elects to make such repairs and
restorations Sellerrsquos notice shall set forth an adjourned date for the Closing which shall
be not more than 60 days after the date of the giving of Sellerrsquos notice If Seller either
does not elect to do so or having elected to make such repairs and restorations fails to
complete the same on or before said adjourned date for the Closing Purchaser shall have
the following options
(i) To declare this Contract cancelled and of no further force or
effect and receive a refund of the Downpayment in which event neither party shall
thereafter have any further rights against or obligations or liabilities to the other by
reason of this Contract or
(ii) To complete the purchase in accordance with this Contract
without reduction in the Purchase Price except as provided in the next sentence If Seller
carries hazard insurance covering such loss or damage Seller shall turn over to Purchaser
at the Closing the net proceeds actually collected by Seller under the provisions of such
hazard insurance policies to the extent that they are attributable to loss of or damage to
any property included in this sale less any sums theretofore expended by Seller in
repairing or replacing such loss or damage or in collecting such proceeds and Seller shall
assign (without recourse to Seller) Sellerrsquos right to receive any additional insurance
proceeds which are attributable to the loss of or damage to any property included in this
sale
(b) If Seller does not elect to make such repairs and restorations
Purchaser may exercise the resulting option under (i) or (ii) of (a) above only by notice
given to Seller within 10 days after receipt of Sellerrsquos notice If Seller elects to make such
repairs and restorations and fails to complete the same on or before the adjourned closing
date Purchaser may exercise either of the resulting options within 10 days after the
adjourned closing date
(c) In the event of any loss of or damage to the Common Elements which
materially and adversely affects access to or use of the Unit arising after the date of this
Contract but prior to the Closing Seller shall notify Purchaser of the occurrence thereof
within 10 days after such occurrence or by the date of Closing whichever occurs first in
which event Purchaser shall have the following options
- 12 -
(i) To complete the purchase in accordance with this Contract
without reduction in the Purchase Price or
(ii) To adjourn the Closing until the first to occur of (1)
completion of the repair and restoration of the loss or damage to the point that there is no
longer a materially adverse effect on the access to or use of the Unit or (2) the 60th day
after the date of the giving of Sellerrsquos aforesaid notice In the event Purchaser elects to
adjourn the Closing as aforesaid and such loss or damage is not so repaired and restored
within 60 days after the date of the giving of Sellerrsquos aforesaid notice then Purchaser
shall have the right either to (x) complete the purchase in accordance with this Contract
without reduction in the Purchase Price or (y) declare this Contract cancelled and of no
further force or effect and receive a refund of the Downpayment in which latter event
neither party shall thereafter have any further rights against or obligations or liabilities
to the other by reason of this Contract
(d) In the event of any loss of or damage to the Common Elements which
does not materially and adversely affect access to or use of the Unit Purchaser shall
accept title to the Unit in accordance with this Contract without abatement of the
Purchase Price
20 Internal Revenue Service Reporting Requirement Each party shall
execute acknowledge and deliver to the other party such instruments and take such other
actions as such other party may reasonably request in order to comply with IRC sect
6045(e) as amended or any successor provision or any regulations promulgated pursuant
thereto insofar as the same requires reporting of information in respect of real estate
transactions The provisions of this para 20 shall survive the Closing The parties
designate _________________________________ as the attorney responsible for
reporting this information as required by law
21 Broker Seller and Purchaser represent and warrant to each other that the only
real estate broker with whom they have dealt in connection with this Contract and the
transaction set forth herein is ______________________________ and that they know of
no other real estate broker who has claimed or may have the right to claim a commission
in connection with this transaction The commission of such real estate broker shall be
paid by Seller pursuant to separate agreement If no real estate broker is specified above
the parties acknowledge that this Contract was brought about by direct negotiation
between Seller and Purchaser and each represents to the other that it knows of no real
estate broker entitled to a commission in connection with this transaction Seller and
Purchaser shall indemnify and defend each other against any costs claims or expenses
(including reasonable attorneysrsquo fees) arising out of the breach on their respective parts of
any representation warranty or agreement contained in this para 21 The provisions of
this para 21 shall survive the Closing or if the Closing does not occur the termination of
this Contract
- 13 -
22 Mortgage Commitment Contingency (Delete paragraph if inapplicable) (a)
The obligation of Purchaser to purchase under this Contract is conditioned upon issuance
on or before ____________ days after a fully executed copy of this Contract is given to
Purchaser or Purchaserrsquos attorney in the manner set forth in paragraph 14 or
subparagraph 22(k) (the ldquoCommitment Daterdquo) 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 Purchasers sole cost and expense of $______________ for a term of at least _______
years (or such lesser sum or shorter term as Purchaser shall be willing to accept) at the
prevailing fixed or adjustable rate of interest and on other customary commitment terms
(the ldquoCommitmentrdquo) To the extent a Commitment is conditioned on the sale of
Purchaserrsquos current home payment of any outstanding debt no material adverse change
in Purchaserrsquos 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 Lenderrsquos approval of an appraisal shall not be deemed a ldquoCommitmentrdquo
hereunder until an appraisal is approved (and if that does not occur before the
Commitment Date Purchaser may cancel under subparagraph 22(e) unless the
Commitment Date is extended) Purchaserrsquos 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 Purchaserrsquos
election more than one Institutional Lender for such mortgage loan (ii) furnish accurate
and complete information regarding Purchaser and members of Purchaserrsquos 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 22(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 (ldquoMortgage Brokerrdquo) shall constitute full compliance with
the terms and conditions set forth in subparagraph 22(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 22
- 14 -
(e) If no Commitment is issued by the 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 22(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 22
(f) If this Contract is canceled by Purchaser pursuant to subparagraphs
22(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 21
(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 22(a) then Purchaser shall be deemed to have waived
Purchaserrsquos right to cancel this Contract and to receive a refund of the Downpayment by
reason of the contingency contained in this paragraph 22
(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 of its obligations under this
paragraph 22) and except as set forth in paragraph 21
(i) The attorneys for the parties are hereby authorized to give and receive
on behalf of their clients all Notices and deliveries under this paragraph 22
(j) For purposes of this Contract the term ldquoInstitutional Lenderrdquo 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
(k) For purposes of subparagraph (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
- 15 -
23 Gender Etc As used in this Contract the neuter includes the masculine and
feminine the singular includes the plural and the plural includes the singular as the
context may require
24 Entire Contract All prior understandings and agreements between Seller and
Purchaser are merged in this Contract and this Contract supersedes any and all
understandings and agreements between the parties and constitutes the entire agreement
between them with respect to the subject matter hereof
25 Captions The captions in this Contract are for convenience and reference
only and in no way define limit or describe the scope of this Contract and shall not be
considered in the interpretation of this Contract or any provision hereof
26 No Assignment by Purchaser Purchaser may not assign this Contract or any
of Purchaserrsquos rights hereunder
27 Successors and Assigns Subject to the provisions of para 26 the provisions
of this Contract shall bind and inure to the benefit of both Purchaser and Seller and their
respective distributees executors administrators heirs legal representatives successors
and permitted assigns
28 No Oral Changes This Contract cannot be changed or terminated orally Any
changes or additional provisions must be set forth in a rider attached hereto or in a
separate written agreement signed by both parties to this Contract
29 Contract Not Binding Until Signed This Contract shall not be binding or
effective until properly executed and delivered by Seller and Purchaser
30 Lead-Based Paint If applicable the complete and fully executed disclosure
of information on lead-based paint andor lead-based paint hazards is attached hereto and
made a part hereof
IN WITNESS WHEREOF the parties hereto have duly executed this Contract
on the day and year first above written
Seller Purchaser
_________________________________ ____________________________________
- 16 -
Agreed to as to para 16 ________________________________
Giddins Claman LLP Escrowee
Escrow Depository
Address
SCHEDULE A - Permitted Exceptions
1 Zoning laws and regulations and landmark historic or wetlands designation
which are not violated by the Unit and which are not violated by the Common Elements
to the extent that access to or use of the Unit would be materially and adversely affected
2 Consents for the erection of any structure or structures on under or above any
street or streets on which the Building may abut
3 The terms burdens covenants restrictions conditions easements and rules
and regulations set forth in the Declaration By-Laws and rules and regulations of the
Condominium the Power of Attorney from Purchaser to the board of managers of the
Condominium and the floor plans of the Condominium all as may be amended from time
to time
4 Rights of utility companies to lay maintain install and repair pipes lines
poles conduits cable boxes and related equipment on over and under the Building and
Common Elements provided that none of such rights imposes any monetary obligation
on the owner of the Unit or materially interferes with the use of or access to the Unit
5 Encroachments of stoops areas cellar steps trim cornices lintels window
sills awnings canopies ledges fences hedges coping and retaining walls projecting
from the Building over any street or highway or over any adjoining property and
encroachments of similar elements projecting from adjoining property over the Common
Elements
6 Any state of facts which an accurate survey or personal inspection of the
Building Common Elements or Unit would disclose provided that such facts do not
prevent the use of the Unit for dwelling purposes For the purposes of this Contract none
of the facts shown on the survey if any identified below shall be deemed to prevent the
use of the Unit for dwelling purposes and Purchaser shall accept title subject thereto
- 17 -
The survey referred to in No 6 above was prepared by
___________________________ dated _____________________ and last revised
____________________
7 The lien of any unpaid common charge real estate tax water charge sewer
rent or vault charge provided the same are paid or apportioned at the Closing as herein
provided
8 The lien of any unpaid assessments to the extent of installments thereof
payable after the Closing
9 Liens encumbrances and title conditions affecting the Common Elements
which do not materially and adversely affect the right of the Unit owner to use and enjoy
the Common Elements
10 Notes or notices of violations of law or governmental orders ordinances or
requirements (a) affecting the Unit and noted or issued subsequent to the date of this
Contract by any governmental department agency or bureau having jurisdiction and (b)
any such notes or notices affecting only the Common Elements which were noted or
issued prior to or on the date of this Contract or at any time hereafter
11 Any other matters or encumbrances subject to which Purchaser is required to
accept title to the Unit pursuant to this Contract
ABOUT THE SPEAKERS
Lisa Lippman Senior Vice President and Director was the 1 broker at Brown Harris Stevens in 2009 With 13 years of experience selling real estate Lisa specializes in the sale of high end cooperatives condominiums and townhomes throughout Manhattan As is clear from her record even in tough times Lisa manages to both sell and find homes for her clients
Other awards Lisa has won in the last few years include
middotWall Street Journal top 400-Lisa was 11 in the nation and 2 in Manhattan 2009middotWall Street Journal top 50 brokers in America 2007middotBrown Harris Stevens Westside Office Broker of the Year All Years 2006 - 2009 middotBrown Harris Stevens Westside Office Listing Broker of the Year 2007 2008 2009middotBrown Harris Stevens Largest New Development Deal of the Year 2009
Prior to becoming a real estate broker Lisa spent several years as a lawyer practicing litigation at two prestigious law firms She graduated from The University of Pennsylvania in 1986 and earned her law degree from Cardozo in 1990 Lisarsquos legal background affords her a keen understanding of the negotiation process as well as the complexities needed to complete the deal
A New York City resident for 24 years Lisa offers impeccable knowledge of the market as it applies across all neighborhoods She has lived downtown on the Upper East Side and has now resided on the Upper West Side for the past 14 years Additionally as the mother of three children Lisa is personally involved in the decisions all buyers face in choosing a neighborhood and a home
Lisa takes pride in being a straight-forward intelligent and honest broker She understands the individual needs of each client as well as their comfort with the purchase andor sale process Her listening talents combined with her unbeatable memory work ethic and negotiation skills allow her to service her buyers and sellers most effectively Lisa is also active in the New York community including the UJA and her childrenrsquos school All of this enables her to offer a well-rounded approach to navigating the New York real estate landscape bringing to life the nuances and charms that the City and its real estate market have to offer
LISA LIPPMANSenior Vice PresidentDirector
Lisa Lippman bull 212- 588-5606 bull fax 212-418-9733 bull llippmanbhsusacom
GIDDINS bull CLAMAN LLP
Attorneys at Law
675 THIRD AVENUE
29TH
FLOOR
NEW YORK NEW YORK 10017
(212)573-6703
FAX (212)949-1923 Paul M Giddins
Scott Claman
Giddins Claman LLP ndash Firm Biography
Giddins Claman LLP (formerly Giddins Claman amp Langs LLP) was
established in 1988 by Paul M Giddins formerly an Assistant District Attorney in
the New York County District Attorneyrsquos Office For over 20 years the firm has
specialized in real estate matters in the New York City metropolitan area with an
active transactional real estate practice Mr Giddins has specialized in residential
real estate during that time In addition to purchase sale and refinance transactions
Mr Giddins represents cooperative apartment boards of directors and condominium
boards of managers Mr Giddins also regularly gives lectures and seminars on real
estate matters for many of the prominent real estate brokerage firms in New York
Scott Claman has been in the practice of law in New York for over 26 years
and joined the firm as a member in 1996 having previously been a partner at a law
firm that specialized in the representation of cooperative apartment boards of
directors and condominium boards of managers Mr Claman is regularly engaged
in a variety of transactional real estate matters ranging from commercial leasing
mortgage financing and asset dispositions to individual apartment and house sales
In addition to individual and institutional owners of residential and commercial real
estate Mr Claman also represents cooperative apartment boards of directors and
condominium boards of managers and has given numerous lectures and seminars
on real estate matters for the Real Estate Board of New York and for many of the
prominent real estate brokerage firms in New York
Steven M Nachman serves as Of Counsel to the firm in connection with
commercial and general litigation matters Mr Nachman formerly associated with
the firm of Stroock amp Stroock amp Lavan has over 20 years of civil litigation
experience
Giddins Claman LLP is proud to provide our clients with the benefits of our
collective experience as seasoned litigators and transactional real estate specialists
while maintaining our personal commitment to represent our clients in a manner
associated with a smaller practice
ManhattanResidential Market Report
Fourth Quarter 2010
Manhattan Cooperatives and Condominiums
2 Fourth Quarter 2010
Average and Median Sale Price
Cooperative Average Sale Price
Condominium Average Sale Price
Cover Property BrownHarrisStevenscom WEB272151
Average Sale Price Median Sale Price
Prices for Manhattan apartments continued to edge upward
as their average sale price of $1432787 was 8 higher
than a year ago This marked the sixth straight quarter that
the average price has risen While the number of recorded
transactions fell 25 from a year ago the fourth quarter of 2009
was uncharacteristically busy due to pent-up demand after the
collapse of Lehman Brothers had frozen the market earlier that year
The average co-op price continued to rise sharply as
more buyers favored larger apartments compared to a year ago Two-bedroom and larger
units accounted for 45 of co-op sales up from 40 a year ago This helped push
the overall average co-op price up 17 from 2009rsquos fourth
quarter to $1158333
Condo prices averaged $1751219 during the fourth
quarter 1 higher than a year ago One-bedrooms posted the
biggest increase in average price rising 9 over the past year
to $844964
Studio 1-Bedroom 2-Bedroom 3+Bedroom All
4th Q 10 $342545 $593718 $1231116 $3150700 $1158333
3rd Q 10 $366086 $606444 $1206257 $3049980 $1156733
2nd Q 10 $356696 $597311 $1301392 $2872496 $1065814
1st Q 10 $334307 $587538 $1132150 $3098881 $1079195
4th Q 09 $345725 $585238 $1133967 $3001012 $990921
Studio 1-Bedroom 2-Bedroom 3+Bedroom All
4th Q 10 $495002 $844964 $1637638 $4567750 $1751219
3rd Q 10 $495876 $809514 $1596021 $3835376 $1724180
2nd Q 10 $464559 $840829 $1570772 $3922994 $1686690
1st Q 10 $529970 $819785 $1608375 $4250098 $1730415
4th Q 09 $554568 $772525 $1583362 $4574080 $1732362
Average Sale Price Median Sale Price
$1600000
$1400000
$1200000
$1000000
$800000
$400000
$600000
$1369883 $820000
1Q10
$1324504 $800000
4Q09
$1432787 $840000
4Q10
$1423378 $890000
3Q10
$1377135 $842779
2Q10
Fourth Quarter 2010 3
New Developments Lofts
Time on the Market
Excludes new developments and units listed over one year Based on the last asking price Excludes new developments
Average Price Per Square Foot
New development prices averaged $1099 per square foot 11 less than during the fourth quarter of 2009 This was due in part to an increase in the percent of new development sales in Northern Manhattan from 9 a year ago to 15 At $1052 the average price per square foot for loft apartments was 3 higher than during 2009rsquos fourth quarter
Apartments sold during the quarter spent an average of 113 days on the market 14 less time than a year ago Sellers received 955 of the last asking price up slightly from the fourth quarter of 2009
Asking Vs Selling Price
$700
$900
$1100
$1300 $1099
4Q10
$1238
4Q09
$1146
1Q10 2Q10
$1176
$700
$900
$1100
$1300 $1052
4Q10
$1017
4Q09
$1037
1Q10
$1066
2Q10
$1112
3Q10
$1077
3Q10
75 days
100 days
125 days
150 days 113
4Q10
132
4Q09
119
1Q10
112
2Q10
85
90
95
100 955
4Q10
954
4Q09
962
1Q10
97
3Q10
959
3Q10
966
2Q10
Generally 59th to 96th Street Fifth Avenue to the East River
Cooperative Condominium
East sidE
4 Fourth Quarter 2010
Average Price Per Square Foot
At an average of $1581971 prices for two-bedroom East Side
apartments were 14 higher than a year ago The average price fell
13 for three-bedroom and larger apartments due in part to 2 closings
of over $30 million a year ago inflating that figure Co-ops fared better than condos as the average
price per room rose for both prewar and postwar co-ops over the past year
while the average condo price per square foot fell
Average Price Per Room
4Q09 4Q10
Studio 1-Bedroom 2-Bedroom 3+Bedroom
Percent of Sales
4th Q 09 10 35 36 19
4th Q 10 11 39 28 22
Average Price
4th Q 09 $351462 $647300 $1383364 $4146087
4th Q 10 $355459 $647207 $1581971 $3605513
Change 1 0 14 -13
$100000
$300000
$150000
$200000
$250000
$350000
$400000
$50000
$200
$1000
$400
$600
$800
$1200
$1400
$0
Postwar
$204713 $210559
Prewar
$348425 $383335
4Q10
$1126
4Q09
$1168
Generally 59th to 110th Street Hudson River to West of Fifth Avenue
WEst sidE
Fourth Quarter 2010 5
Cooperative CondominiumAverage Price Per Room Average Price Per Square Foot
With the exception of studios prices rose for all other size categories of apartments on
the West Side led by a 21 gain in the average price for
three-bedroom and larger units This increase was helped by
535 West End Avenue whose three-bedroom closing prices averaged over $115 million
in the fourth quarter Co-ops remained strong as the average
price per room rose 21 for prewar and 12 for postwar co-ops on the West Side The average condo price per square
foot rose 3 to $1309 making the West Side the only
area where both co-op and condo prices were higher
than a year ago
4Q09 4Q10
Studio 1-Bedroom 2-Bedroom 3+Bedroom
Percent of Sales
4th Q 09 10 37 37 16
4th Q 10 8 33 38 21
Average Price
4th Q 09 $417466 $656421 $1326640 $3325062
4th Q 10 $391228 $766529 $1378920 $4030338
Change -6 17 4 21
$125000
$225000
$150000
$175000
$200000
$250000
$275000
$100000
$200
$1000
$400
$600
$800
$1200
$1400
$0
4Q09
$1267
4Q10
$1309
Prewar
$215967 $260653
Postwar
$189264 $212348
MidtoWn East Generally 34th to 59th Street Fifth Avenue to the East River
MidtoWn
MidtoWn WEst Generally 34th to 59th Street Hudson River to West of Fifth Avenue
6 Fourth Quarter 2010
Cooperative Condominium
Cooperative Condominium
Average Price Per Room Average Price Per Square Foot
Average Price Per Room Average Price Per Square Foot
A couple of high-end closings at The Plaza and One Beacon Court helped bring the average condo price per square foot 27 higher in the Midtown East market compared
to a year ago The average price per room fell 5 for prewar while rising
8 for postwar co-ops
The average price per square foot rose 12 for condos over the
past year in the Midtown West market A number of closings at The Sheffield and Platinum
helped bring up this figure The average price per room fell for
both prewar and postwar co-ops in this market compared
to a year ago
$175000
$100000
$125000
$150000
$200000
$225000
$1000
$250
$500
$750
$1250
$1500
4Q09 4Q10
$212198 $200857
Prewar
$188662 $204639
Postwar
$1171
4Q09
$1485
4Q10
$252044 $199029 $231213 $221850 $1180$1055
4Q10Prewar Postwar 4Q09
$1000
$250
$500
$750
$1250
$1500
4Q09 4Q10
$200000
$50000
$100000
$150000
$250000
$300000
Cooperative Condominium
Fourth Quarter 2010 7
Average Price Per Room Average Price Per Square Foot
South of 34th Street
doWntoWn
While the average price fell 23 for three-bedroom and
larger apartments Downtown from a year ago a large
number of closings at the Superior Ink building inflated 2009rsquos figure This also is a reason why the overall condo
price per square foot fell 10 from a year ago The average
co-op price per room rose 13 for prewar and 4 for
postwar units from 2009rsquos fourth quarter
4Q09 4Q10
Studio 1-Bedroom 2-Bedroom 3+Bedroom
Percent of Sales
4th Q 09 17 43 28 12
4th Q 10 16 41 31 12
Average Price
4th Q 09 $452722 $704292 $1615877 $4665379
4th Q 10 $444618 $741919 $1581625 $3605513
Change -2 5 -2 -23
Prewar
$208503 $235826
Postwar
$188600 $195854
$100000
$200000
$125000
$150000
$175000
$225000
$250000
$75000
$800
$1200
$900
$1000
$1100
$1300
$1400
$700
4Q09
$1326
4Q10
$1194
Cooperative CondominiumAverage Price Per Room Average Price Per Square Foot
Generally North of 96th Street on the East Side and 110th Street on the West Side
NEW YORK CITY bull PALM BEACH bull THE HAMPTONS bull NORTH FORK 2129069200
EAST SIDE445 Park AvenueHall F Willkie PresidentRuth McCoy EVPManaging Director of Sales
UPPER EAST SIDE1121 Madison AvenuePeter R Marra EVPManaging Director of Sales
EDWARD LEE CAVE DIVISION790 Madison AvenueCaroline E Y GuthriePresident
WEST SIDE1926 BroadwayJames M Gricar EVP Managing Director of Sales
BROOKLYN HEIGHTS129 Montague StreetChristopher Thomas EVPManaging Director of Sales
PARK SLOPE100 Seventh AvenueMaryAnn Albano EVPManaging Director of Sales
NEW DEVELOPMENT445 Park Avenue James M GricarManaging DirectorBrown Harris Stevens On-Site Marketing and Sales
Prepared by Gregory Heym Chief Economist Brown Harris Stevenscopy2010 by Brown Harris Stevens All Rights Reserved This information may not be copied used or distributed without Brown Harris Stevensrsquo consent While information is believed true no guaranty is made of accuracy
While the average price fell for three-bedroom and larger apartments it was higher for
all other size categories in Northern Manhattan Condo
prices rose slightly as their average price per square foot of $566 was up 1 from a
year ago The average price per room fell for both prewar and
postwar co-ops compared to a year ago
This report is based on 1901 reported Manhattan apartment sales 25 less than were reported during last yearrsquos comparable period
VILLAGE2 Fifth AvenueKevin Kovesci EVPManaging Director of Sales
TRIBECA43 North MooreKevin Kovesci EVPManaging Director of Sales
northErn Manhattan
Studio 1-Bedroom 2-Bedroom 3+Bedroom
Percent of Sales
4th Q 09 6 35 43 16
4th Q 10 8 38 38 16
Average Price
4th Q 09 $227611 $352759 $567332 $1101778
4th Q 10 $319798 $394509 $577071 $710832
Change 41 12 2 -35
$100
$500
$200
$300
$400
$600
$700
$0
4Q09 4Q10
4Q09
$563
4Q10
$566
$70000
$110000
$80000
$90000
$100000
$120000
$130000
$60000
Prewar
$120601 $97757
Postwar
$110104 $106330
Faculty Biographies
REAL PROPERTY SECTION gt Officer Bio
Chair Leo Genn Esq
Office Address Northside Center for Child Development 1301 Fifth Ave New York NY 10029-3119
Phone 212-426-3406 Fax 212-410-7561 Email lgenn_esqyahoocom
After working briefly as a litigator Mr Genn became House Counsel at NorthsideCenter for Child Development a Manhattan-based not for profit where he handles contract negotiations commercial leasing property management and insurance issues Mr Genn also writes government grants Before law school Mr Genn spent eight years managing commercial and residential real estate in New York City Mr Genn has also worked for New York Citys Office of Economic Development In March 2002 Mr Genns article on the notice requirements in foreclosure proceedings appeared on thecover of the New York Real Estate Law Reporter Mr Gennrsquos favorite law quote is Oliver Wendell Holmes remark A word is not a crystal transparent and unchanged it isthe skin of a living thought and may vary greatly in color and content according to thecircumstances and time in which it is used Mr Gennrsquos favorite case is Raffles v
ichelhaus and his favorite legal fiction is promissory estoppel W
Paul M Giddins Partner
Giddins Claman LLP Paul M Giddins is a partner at Giddins Claman LLP a law firm in New York City Mr Giddins received a Bachelor of Arts degree from Trinity College- Hartford and a law degree from American University Washington School of Law
LISA LIPPMAN | Senior Vice President Director | Licensed Associate Real Estate Broker
printer friendly page
1926 Broadway New York NY 10023 Tel (212) 588-5606 Fax (212) 418-9733 llippmanbhsusacom download contact info view current listings view sold listings
FEATURED PROPERTY - UPPER EAST SIDE
2COOPERATIVE
25 EAST 79TH STREET
rice $1299000
isting ID 1127158
PBedrooms 2 Baths 20 L
Lisa Lippman Senior Vice President and Director was the 1 broker at Brown Harris Stevens in 2009 With 13 years of experience selling real estate Lisa specializes in the sale of high end cooperatives condominiums and townhomes throughout Manhattan As is clear from her record even in tough times Lisa manages to both sell and find homes for her clients Other awards Lisa has won in the last few years include middotWall Street Journal top 400-Lisa was 11 in the nation and 2 in Manhattan 2009 middotWall Street Journal top 50 brokers in America 2007 middotBrown Harris Stevens Westside Office Broker of the Year All Years 2006 - 2009 middotBrown Harris Stevens Westside Office Listing Broker of the Year 2007 2008 2009 middotBrown Harris Stevens Largest New Development Deal of the Year 2009 Prior to becoming a real estate broker Lisa spent several years as a lawyer practicing litigation at two prestigious law firms She graduated from The University of Pennsylvania in 1986 and earned her law degree from Cardozo in 1990 Lisas legal background affords her a keen understanding of the negotiation process as well as the complexities needed to complete the deal A New York City resident for 24 years Lisa offers impeccable knowledge of the market as it applies across all neighborhoods She has lived downtown on the Upper East Side and has now resided on the Upper West Side for the past 14 years Additionally as the mother of three children Lisa is personally involved in the decisions all buyers face in choosing a neighborhood and a home Lisa takes pride in being a straight-forward intelligent and honest broker She understands the individual needs of each client as well as their comfort with the purchase andor sale process Her listening talents combined with her unbeatable memory work ethic and negotiation skills allow her to service her buyers and sellers most effectively Lisa is also active in the New York community including the UJA and her childrens school All of this enables her to offer a well-rounded approach to navigating the New York real estate landscape bringing to life the nuances and charms that the City and its real estate market have to offer
New York County Lawyersrsquo Association Continuing Legal Education Institute 14 Vesey Street New York NY 10007 bull (212) 267-6646
Making the Deal How Real Estate Deals are getting Done under Current Market Conditions
Wednesday January 26 2011 630 PM ndash 815 PM
Table of Contents
1 Manhattan Residential Market Report Third Quarter 2010 Brown Harris Stevens
2 Manhattan Residential Market Report Fourth Quarter 2010 Brown Harris Stevens
3 Faculty Biographies
MARKET CONDITIONS
Brown Harris Stevens
Manhattan Residential Market Report
ManhattanResidential Market Report
Third Quarter 2010
Manhattan Cooperatives and Condominiums
2 Third Quarter 2010
Average and Median Sale Price
Cooperative Average Sale Price
Condominium Average Sale Price
Cover Property BrownHarrisStevenscom WEB 1136713
Average Sale Price Median Sale Price
Manhattan apartment prices continued to rise during the third quarter reaching their highest levels
since the first quarter of 2009 At $1423378 the average
apartment price was 12 higher than a year ago The median
price rose 14 from 2009rsquos third quarter reaching $890000
The number of reported apartment closings 2471 was 4 higher
than the same period a year ago
The average price rose sharply for all sizes of co-op apartments over the past year as high-end
activity comprised a higher percentage of sales The number
of co-op sales over $7 million doubled from the third quarter
of 2009 which brought the overall average co-op price 24
higher to $1156733
Condo prices rose 2 from the third quarter of 2009 to
an average of $1724180 After sharp declines the prior two quarters the average price for studio condos rebounded to
$495876
$1600000
$1400000
$1200000
$1000000
$800000
$400000
$600000
$1369883 $820000
1Q10
$1324504 $800000
4Q09
$1274563 $781000
3Q09
$1377135 $842779
2Q10
$1423378 $890000
3Q10
Studio 1-Bedroom 2-Bedroom 3+Bedroom All
3rd Q 10 $366086 $606444 $1206257 $3049980 $1156733
2nd Q 10 $356696 $597311 $1301392 $2872496 $1065814
1st Q 10 $334307 $587538 $1132150 $3098881 $1079195
4th Q 09 $345725 $585238 $1133967 $3001012 $990921
3rd Q 09 $331046 $538369 $1069517 $2616304 $934400
Studio 1-Bedroom 2-Bedroom 3+Bedroom All
3rd Q 10 $495876 $809514 $1596021 $3835376 $1724180
2nd Q 10 $464559 $840829 $1570772 $3922994 $1686690
1st Q 10 $529970 $819785 $1608375 $4250098 $1730415
4th Q 09 $554568 $772525 $1583362 $4574080 $1732362
3rd Q 09 $508546 $792866 $1650537 $3931684 $1685855
Third Quarter 2010 3
New Developments Lofts
Time on the Market
Excludes new developments and units listed over one year Based on the last asking price Excludes new developments
Average Price Per Square Foot
Apartments in new developments sold for an average of $1112 per square foot 5 less than a year ago A decline in the number of luxury developments on the market was a major factor in this change Loft prices averaged $1077 per square foot in the third quarter up 12 from the third quarter of 2009
Units that sold in the third quarter spent an average of 97 days on the market 24 less time than a year ago This was the lowest level for time on the market level since the third quarter of 2008 Sellers received 959 of their last asking price up from 951 in 2009rsquos third quarter
$700
$900
$1100
$1300
$700
$900
$1100
$1300
75 days
100 days
125 days
150 days
85
90
95
100
Asking Vs Selling Price
$1176
3Q09
$1238
4Q09
$1146
1Q10 2Q10
$1176 $960
3Q09
$1017
4Q09
$1037
1Q10
951
3Q09
954
4Q09
962
1Q10
128
3Q09
132
4Q09
119
1Q10
112
2Q10
$1066
2Q10
966
2Q10
$1112
3Q10
$1077
3Q10
97
3Q10
959
3Q10
Generally 59th to 96th Street Fifth Avenue to the East River
Cooperative Condominium
East sidE
4 Third Quarter 2010
Average Price Per Square Foot
Co-op apartments posted strong pricing gains in the East Side market over the past year
The co-op average price per room rose 17 for prewar units and
14 for postwar units compared to the third quarter of 2009
Condo prices on the East Side averaged $1213 per square foot
3 less than a year ago
Average Price Per Room
$100000
$300000
$150000
$200000
$250000
$350000
$400000
$50000
3Q09 3Q10
$200
$1000
$400
$600
$800
$1200
$1400
$0
Studio 1-Bedroom 2-Bedroom 3+Bedroom
Percent of Sales
3rd Q 09 12 34 28 26
3rd Q 10 7 31 37 25
Average Price
3rd Q 09 $386734 $590337 $1465894 $3852286
3rd Q 10 $375666 $658875 $1449023 $3514627
Change -3 12 -1 -9
Postwar
$203293 $232575
Prewar
$281354 $328648
3Q10
$1213
3Q09
$1249
Generally 59th to 110th Street Hudson River to West of Fifth Avenue
WEst sidE
Third Quarter 2010 5
Cooperative CondominiumAverage Price Per Room Average Price Per Square Foot
The West Side market saw strong gains in the average co-op price per room over the past
year At $280327 the prewar co-op average price per room was 29 higher than a year ago
while the postwar price rose 8 to $202193 West Side condo
prices fell 4 from 2009rsquos third quarter to an average of $1254 per square foot
$200
$1000
$400
$600
$800
$1200
$1400
$0
$125000
$225000
$150000
$175000
$200000
$250000
$275000
$100000
3Q09 3Q10
Studio 1-Bedroom 2-Bedroom 3+Bedroom
Percent of Sales
3rd Q 09 7 40 41 12
3rd Q 10 9 30 36 25
Average Price
3rd Q 09 $401021 $629722 $1382135 $3470940
3rd Q 10 $399072 $697290 $1523268 $3353242
Change 0 11 10 -3
3Q09
$1306
3Q10
$1254
Prewar
$217459 $280327
Postwar
$186785 $202193
MidtoWn East Generally 34th to 59th Street Fifth Avenue to the East River
MidtoWn
MidtoWn WEst Generally 34th to 59th Street Hudson River to West of Fifth Avenue
6 Third Quarter 2010
Cooperative Condominium
Cooperative Condominium
Average Price Per Room Average Price Per Square Foot
Average Price Per Room Average Price Per Square Foot
The average condo price per square foot rose 14 over the past year in the Midtown East market to $1276 Co-op prices in this area were mixed with the average price per room down 2 for prewar
units but up 6 for postwar units
In the Midtown West market the average price per room for prewar co-ops jumped 96
from the third quarter of 2009 This was due to an unusually
weak number a year ago combined with a high number of Central Park South sales
inflating the figure in the third quarter of 2010
$150000
$75000
$100000
$125000
$175000
$200000
$750
$0
$250
$500
$1000
$1250
3Q09 3Q10
3Q09 3Q10
$1000
$250
$500
$750
$1250
$1500
3Q10
$1258$1237
3Q09
$200000
$50000
$100000
$150000
$250000
$300000
$138443 $271070
Prewar
$174573 $208409
Postwar
$201796 $198364
Prewar
$190801 $202708
Postwar
$1116
3Q09
$1276
3Q10
Cooperative Condominium
Third Quarter 2010 7
Average Price Per Room Average Price Per Square Foot
South of 34th Street
doWntoWn
Prices rose for both co-ops and condos in the Downtown market over the past year aided by a 43 increase in the average price for three-bedroom and
larger apartments The average co-op price per room rose 19 over the past year for prewar
units and 14 for postwar units Condo prices Downtown
averaged $1201 per square foot 5 more than during the third
quarter of 2009
3Q09 3Q10
Studio 1-Bedroom 2-Bedroom 3+Bedroom
Percent of Sales
3rd Q 09 15 47 28 10
3rd Q 10 15 45 29 11
Average Price
3rd Q 09 $426982 $711789 $1427071 $2643872
3rd Q 10 $461763 $755436 $1523264 $3776778
Change 8 6 7 43
Prewar
$196789 $234026
Postwar
$190826 $216683
3Q09
$1149
3Q10
$1201
$700
$1100
$800
$900
$1000
$1200
$1300
$600
$100000
$200000
$125000
$150000
$175000
$225000
$250000
$75000
Cooperative CondominiumAverage Price Per Room Average Price Per Square Foot
Generally North of 96th Street on the East Side and 110th Street on the West Side
NEW YORK CITY bull PALM BEACH bull THE HAMPTONS bull NORTH FORK 2129069200
EAST SIDE445 Park AvenueHall F Willkie PresidentRuth McCoy EVPManaging Director of Sales
UPPER EAST SIDE1121 Madison AvenuePeter R Marra EVPManaging Director of Sales
EDWARD LEE CAVE DIVISION790 Madison AvenueCaroline E Y GuthriePresident
WEST SIDE1926 BroadwayJames M Gricar EVP Managing Director of Sales
BROOKLYN HEIGHTS129 Montague StreetChristopher Thomas EVPManaging Director of Sales
PARK SLOPE100 Seventh AvenueMaryAnn Albano EVPManaging Director of Sales
NEW DEVELOPMENT445 Park Avenue James M GricarManaging DirectorBrown Harris Stevens On-Site Marketing and Sales
Prepared by Gregory Heym Chief Economist Brown Harris Stevenscopy2010 by Brown Harris Stevens All Rights Reserved This information may not be copied used or distributed without Brown Harris Stevensrsquo consent While information is believed true no guaranty is made of accuracy
The average price rose sharply over the past year for studio
and two-bedroom apartments in Northern Manhattan Studio
prices averaged $285719 a 24 increase from third
quarter of 2009 while the two-bedroom average price rose 20
to $621104 Condo prices averaged $618 per square foot
7 more than a year ago
This report is based on 2471 reported Manhattan apartment sales 4 more than were reported during last yearrsquos comparable period
VILLAGE2 Fifth AvenueKevin Kovesci EVPManaging Director of Sales
TRIBECA43 North MooreKevin Kovesci EVPManaging Director of Sales
northErn Manhattan
$100
$500
$200
$300
$400
$600
$700
$0
3Q09 3Q10
$60000
$100000
$70000
$80000
$90000
$110000
$120000
$50000
Studio 1-Bedroom 2-Bedroom 3+Bedroom
Percent of Sales
3rd Q 09 7 40 41 12
3rd Q 10 9 32 46 13
Average Price
3rd Q 09 $230833 $380770 $519583 $964950
3rd Q 10 $285719 $379154 $621104 $879888
Change 24 0 20 -9
3Q09
$579
3Q10
$618
Prewar
$103224 $114800
Postwar
$101221 $98244
IDENTIFYING THE
APARTMENT
A Sample Showsheet
B Cooperative Building Financials
Pure Perfection on Riverside Drive100 Riverside Drive Apartment 3A
This sprawling prewar 9 room home is simply exquisite The trees of Riverside Park greet you while you sit in
the new chefs kitchen open to a beautiful den (or dining room) on the park The gorgeous sunken living room
library and huge master bedroom also all have oversized picture windows on the park In addition there are
two more bedrooms a large formal dining room and a second windowed butlers kitchen that could easily be
made into an office The finishes of this home are perfect All of the bathrooms are brand new and outfitted
with custom stone There is central air and the closets have all been custom designed Currently configured as a
luxurious 3 bedroom plus maids and den the apartment could easily be a 4 bedroom plus library No detail has
been overlooked and there is fabulous sun trees and nature in almost every room Full service building with
storage and a new fitness center A truly unique and special home
WEB 917677
Full Service Prewar Coopbull Four Bedrooms and Four New Bathroomsbull
Maintenance $350634bull Central Air Conditioningbull
Financing Allowed 75bull New Chefs Kitchen with Large Double Ovenbull
Tax Deductability 39bull Custom Closetsbull
Storage Binbull Pets Allowedbull
Fitness Centerbull Laundry Room with Butlers Kitchenbull
$3999000 Listing Price
Exclusive Broker
Lisa Lippman bull 212-588-5606 bull fax 212-418-9733 bull llippmanbhsusacom
All information is from sources deemed reliable but is subject to errors omissions changes in price prior sale or withdrawal without notice No representation is made as to the accuracy of any description All measurements and squarefootages are approximate and all information should be confirmed by customer All rights to content photographs and graphics reserved to BHS Customer should consult with its counsel regarding all closing costs including without
limitation the New York State 1 tax paid by buyers on residential properties over $1 million BHS represents the sellerowner on BHSs own exclusives except if another agent of BHS represents the buyertenant in which case BHSwill be a dual agent with designated agents representing sellerowner and buyertenant BHS represents the buyertenant when showing the exclusives of other real estate firms In all instances BHS treats all parties fairly and honestly
BHS actively supports equal housing opportunities
Scott Moore bull 212-588-5608 bull fax 212-319-2633 bull smoorebhsusacom
Brown Harris Stevens Residential Sales LLC bull 212 906 9200 bull BrownHarrisStevenscomM A N H A T T A N bull B R O O K L Y N bull T H E H A M P T O N S bull N O R T H F O R K bull P A L M B E A C H
ldquoMAKING THE DEALrdquo
A REBNY Financial Statement
B Estimated Residential Closing Costs
C Sample Contracts (Co-op amp Condo)
D Sample Closing Breakdown
(Condo)
FINANCIAL STATEMENT
Name(s)
Address
The following is submitted as being true and accurate statement of the financial condition of the undersigned on the day of
January 20
ASSETS
Applicant
Co-Applicant
LIABILITIES
Applicant
Co-Applicant
Cash in Banks 550000 Notes Payable
Money Markets Funds 600000 To Banks
Contract Deposit 355000 To Relative
Investments Bonds amp Stocks To Others
- see schedule 1620000 Installment Accounts Payable
Investment in Own Business Automobile
Accounts amp Notes Receivable Other
Real Estate Owned-see schedule 1200000 Other Accounts Payable
Year Make Mortgages Payable on Real 535000
Automobiles 35000 Estate - see schedule
Personal Property amp Furniture 50000 Unpaid Real Estate Taxes
Life Insurance Unpaid Income Taxes
Cash Surrender Value 60000 Chattel Mortgages
Retirement FundsIRA Loans on Life Insurance
Policies
401K 200000 (Include Premium
Advances)
KEOGH Outstanding Credit Card
Loans
Profit SharingPension Plan Other Debts - Itemize
Other Assets TOTAL LIABILITIES 535000 0
TOTAL ASSETS 4670000 0 NET WORTH 4135000 0
COMBINED ASSETS
4670000
TOTAL LIABILITIES
amp NET WORTH 4670000 0
SOURCE OF INCOME
Applicant
Co-Applicant
COMBINED 4670000
Base Salary 350000 CONTINGENT LIABILITIES
Overtime Wages As Endorser or Co-Maker on Notes $ 0
Bonus amp Commissions 150000 Alimony $ 0
Dividends and Interest Income Child Support $ 0
Real Estate Income (Net) Are you defendant in any legal action Yes No
Explain
Other Income - Itemize Are there any unsatisfied judgments Yes No
TOTAL 500000 0 Have you ever taken bankruptcy Yes No
Explain GENERAL INFORMATION
Applicant
Co-Applicant
Personal Bank Accounts at
PROJECTED EXPENSES
MONTHLY
Maintenance $ 2857
Savings amp Loan Accounts at Apartment Financing $ 10078
Other Mortgages $ 2671
Bank Loans $
Purpose of Loan Auto Loan $
TOTAL $ 15606
The foregoing statements and details pertaining thereto both printed and written have been carefully read and the undersigned hereby
solemnly declares and certifies that the same is a full and correct exhibit of myour financial condition
Date 20 Signature __________________________________________
Signature __________________________________________
SCHEDULE OF BOND amp STOCKS
Amount of Shares
Description (Extended Valuation in Column)
Marketable Value
Non-Marketable Value
SCHEDULE OF REAL ESTATE
Description amp Location
Cost
Actual Value
Mortgage Amount
Maturity Date
SCHEDULE OF NOTES PAYABLE
Specify any assets pledges as collateral including the liabilities they secure
To Whom Payable
Date
Amount
Due
Interest
Pledged as Security
April 2009
ESTIMATED RESIDENTIAL CLOSING COSTS IN NEW YORK CITY
Broker As provided in exclusive with broker
Own Attorney Approx $2000 +- as negotiated
Managing Agentrsquos Fee Approx $500 + as determined by building
Move-out Deposit or Fee Approx $1000 as determined by building
New York City Transfer Tax 1 of entire gross purchase price if price is $500000 or under or 1425 of entire gross purchase price if price exceeds $500000
New York State Transfer Tax 04 (004) of gross purchase price
Bank Satisfaction of Mortgage Fees Approx $450 as determined by bank
Recording ACRIS other fees Approx $150
Gains Tax Withholding (Out of State Seller) 897 of gain
Non ndash US Resident (FIRPTA) 10 of price withheld or paid
Stock Transfer Tax (Co-ops Only) $005share
FOR The SelleR
Mortgage Recording Tax and Title Insurance not required for Co-ops though title insurance is available for Co-ops at other rates
For Bulk Sale Multi Family and Commercial Property NYC Transfer Tax Rates $1425 under $500000 2625 above Mortgage Recording Tax Rates 205 under $500000 28 above $500000
When purchasing a condominium unit directly from a Sponsor the Purchaser may be required to pay New York City and New York State Transfer Taxes (See ldquoFor The Sellerrdquo section above for amounts) as well as the Sponsorrsquos attorneyrsquos fee (typically around $1500)
All costs are estimated and will vary based on transaction specifics changes in rates and taxes and other factors No representation is made as to the accuracy of these estimates Parties to transactions must consult their own counsel and refer to transaction specifics for verification of all costs
Own Attorney Approx $2000 +- as negotiated
Bank Fees (application credit appraisal bank attorney and miscellaneous) Approx $2200 as determined by bank
Short-term Interest One month max (prorated for month of closing)
Miscellaneous Recording Fees Approx $500
Mortgage Recording Fee205 of entire amount of Mortgage on Loans $500000 or under or 2175 of entire amount of Mortgage on Loans exceeding $500000
Fee Title Insurance Approx $8000 for $2000000 NYC condo based on rate schedule
Mortgagee Title Insurance Approx $1500 for $1500000 NYC condo mortgage based on rate schedule
Miscellaneous Title Charges Approx $500
Managing Agentrsquos Fee Approx $500 as determined by building
Adjustments
Common Charges Approx 1 month (prorated for month of closing)
Real estate Tax escrow Approx 8 months (prorated to closing plus 6 month escrow may include insurance)
Mansion Tax 1 of entire gross purchase price if purchase price exceeds $1000000
Move-in Deposit or Fee Approx $1000 as determined by building
lien Search (Co-ops Only) Approx $350
FOR The PURChASeR
123 - Contract of sale cooperative apartment 7-01
Prepared by The Committee on Condominiums and Cooperatives of the Real Property Section of the New York State Bar Association
CONSULT YOUR LAWYER BEFORE SIGNING THIS AGREEMENT
Contract of Sale - Cooperative Apartment
This Contract is made as of October 2010 between the Seller and the Purchaser identified below
1 Certain Definitions and Information
11 The Parties are
111 Seller
Prior names used by Seller
Address
New York NY
S S No
112 Purchaserrdquo
Address
New York NY
S S No
12 The Attorneys are (name address and telephone fax)
121 Sellers Attorneyrdquo
Giddins Claman LLP
675 Third Avenue 29th Floor
New York NY 10017
Attn Paul M Giddins Esq
(212)573-6703 Fax (212)949-1923
pgiddinsgcl-lawcom
122 Purchasers Attorney
13 The Escrowee is the Sellers Attorney
14 The Managing Agent is (name address and telephone fax)
15 The real estate Broker(s) (see para 12) isare
Lisa Lippman
Company Name Brown Harris Stevens
16 The name of the cooperative housing corporation (Corporation) is
17 The Unit number is
18 The Unit is located in Premises known as
19 The Shares are the shares of the Corporation allocated to the Unit
110 The Lease is the Corporations proprietary lease or occupancy agreement for the Unit given by the Corporation which expires on
111 Personalty is the following personal property to the extent existing in the Unit on the date hereof the refrigerators freezers ranges ovens built-in microwave ovens dishwashers garbage disposal units cabinets and
counters lighting fixtures chandeliers wall-to-wall carpeting plumbing and heating fixtures central air conditioning andor window or sleeve units washing machines dryers screens and storm windows window treatments switch plates door hardware mirrors built-ins not excluded in Paragraph 112 and
112 Specifically excluded from this sale is all personal property not included in para 111 and
113 The sale [does] [does not] include Sellers interest in
Storage Servants Room Parking Space (Included Interests)
114 The Closing is the transfer of ownership of the Shares and Lease
115 The date scheduled for Closing is 2010
(Scheduled Closing Date) at 200 PM (See para 9 and 10)
116 The Purchase Price is $
1161 The Contract Deposit is $
1162 The Balance of the Purchase Price due at Closing is
$ (See para 222)
117 The monthly Maintenance charge is $ (See para 4)
118 The Assessment if any payable to the Corporation at the date of this Contract is $ payable as follows
119 SellerPurchaser shall pay the Corporations flip tax transfer fee (apart from the transfer agent fee) andor waiver of option fee (Flip Tax) if any
120 Financing Options (Delete two of the following parapara 1 20 1 1202 or 1203)
1201 Purchaser may apply for financing in connection with this sale and Purchasers obligation to purchase under this Contract is contingent upon issuance of a Loan Commitment Letter by the Loan Commitment Date (para 1812)
1202 Purchaser may apply for financing in connection with this sale but Purchasers obligation to purchase this Contract is not contingent upon issuance of a Loan Commitment Letter
1203 Purchaser shall not apply for financing in connection with this sale
121 If para 120 1 or 1202 applies the Financing Terms for para 18 are A loan of $ for a term of 30 years or such lesser amount or shorter term as applied for or acceptable to Purchaser and the Loan Commitment Date for para 18 is 30 calendar days after the Delivery Date
122 The Delivery Date of this Contract is the date on which a fully executed counterpart of this Contract is deemed given to and received by Purchaser or Purchasers Attorney as provided in para 173
123 All Proposed Occupants of the Unit are
1231 persons and relationship to Purchaser
Purchasers
1232 pets
124 The Contract Deposit shall be held in [a non] [an] IOLA escrow account If the account is a non-IOLA account then interest shall be paid to the Party entitled to the Contract Deposit The Party receiving the interest shall pay any income taxes thereon The escrow account shall be a segregated bank account at
Depository XXXX Bank
Address (See para 27)
125 This Contract is [not] continued on attached rider(s)
2 Agreement to Sell and Purchase Purchase Price Escrow
21 Seller agrees to sell to Purchaser and Purchaser agrees to purchase from Seller the Sellers Shares Lease Personalty and any Included Interests and all other items included in this sale for the Purchase Price and upon the terms and conditions set forth in this Contract
22 The Purchase Price is payable to Seller by Purchaser as follows
221 the Contract Deposit at the time of signing this Contract by Purchasers good check to the order of Escrowee and
222 the Balance at Closing only by cashiers or official bank check or certified check of Purchaser payable to the direct order of Seller The check(s) shall be drawn on and payable by a branch of a commercial or savings bank savings and loan association or trust company located in the same City or County as the Unit Seller may direct on reasonable Notice (defined in para 17) prior to Closing that all or a portion of the Balance shall be made payable to persons other than Seller (see para 177)
3 Personalty
31 Subject to any rights of the Corporation or any holder of a mortgage to which the Lease is subordinate this sale includes all of the Sellers interest if any in the Personalty and the Included Interests
32 No consideration is being paid for the Personalty or for the Included Interests nothing shall be sold to Purchaser if the Closing does not occur
33 Prior to Closing Seller shall remove from the Unit all the furniture furnishings and other property not included in this sale and repair any damage caused by such removal
4 Representations and Covenants
41 Subject to any matter affecting title to the Premises (as to which Seller makes no representations or covenants) Seller represents and covenants that
4 11 Seller is and shall at Closing be the sole owner of the Shares Lease Personalty and Included Interests with the full right power and authority to sell and assign them Seller shall make timely provision to satisfy existing security interest(s) in the Shares and Lease and have the same delivered at Closing (See para 101)
412 the Shares were duly issued fully paid for and are non-assessable
413 the Lease is and will at Closing be in full force and effect and no notice of default under the Lease is now or will at Closing be in effect
414 the Maintenance and Assessments payable as of the date hereof are as specified in para 117 and 118
415 as of this date Seller neither has actual knowledge nor has received any written notice of any increase in Maintenance or any Assessment which has been adopted by the Board of Directors of the Corporation and is not reflected in the amounts set forth in parapara 117 and 118
416 Seller has not made any material alterations or additions to the Unit without any required consent of the Corporation or to Sellers actual knowledge without compliance with all applicable law This provision shall not survive Closing
417 Seller has not entered into shall not enter into and has no actual knowledge of any agreement (other than the Lease) affecting title to the Unit or its use andor occupancy after Closing or which would be binding on or adversely affect Purchaser after Closing (eg a sublease or alteration agreement)
418 Seller has been known by no other name for the past 10 years except as set forth in para 111
419 at Closing in accordance with para 152
4191 there shall be no judgments outstanding against Seller which have not been bonded against collection out of the Unit (Judgments)
4192 the Shares Lease Personalty and any Included Interests shall be free and clear of liens (other than the Corporations general lien on the Shares for which no monies shall be owed) encumbrances and adverse interests (Liens)
4193 all sums due to the Corporation shall be fully paid by Seller to the end of the payment period immediately preceding the date of Closing
4194 Seller shall not be indebted for labor or material which might give rise to the filing of a notice of mechanics lien against the Unit or the Premises and
4195 no violations shall be of record which the owner of the Shares and Lease would be obligated to remedy under the Lease
42 Purchaser represents and covenants that
421 Purchaser is acquiring the Shares and Lease for primary residential occupancy of the Unit solely by the Proposed Occupants identified in para 1 23
422 Purchaser is not and within the past 7 years has not been the subject of a bankruptcy proceeding
423 if para 1203 applies Purchaser shall not apply for financing in connection with this purchase
424 Each individual comprising Purchaser is over the age of 18 and is purchasing for Purchasers own account (beneficial and of record)
425 Purchaser shall not make any representations to the Corporation contrary to the foregoing and shall provide all documents in support thereof required by the Corporation in connection with Purchasers application for approval of this transaction and
426 there are not now and shall not be at Closing any unpaid tax liens or monetary judgments against Purchaser
43 Each Party covenants that its representations and covenants contained in para 4 shall be true and complete at Closing and except for para 416 shall survive Closing but any action based thereon must be instituted within one year after Closing
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 Corporations 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 Corporations shareholders under Internal Revenue Code (IRC) sect216 (or any successor statute)
6 Required Approval and References
61 This sale is subject to the unconditional consent of the Corporation
62 Purchaser shall in good faith
621 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 or if para 1201 or 1202 applies and the Loan Commitment Letter is required by the Corporation within 3 business days after the earlier of (i) the Loan Commitment Date (defined in para 12 1) or (ii) the date of receipt of the Loan Commitment Letter (defined in para 1812) whether said commitment letter is conditional or unconditional
622 attend (and cause any Proposed Occupant to attend) one or more personal interviews as requested by the Corporation and
623 promptly submit to the Corporation such further references data and documents reasonably requested by the Corporation 63 Either Party after learning of the Corporations 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 Corporations 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 para 63 the Escrowee shall refund the Contract Deposit to Purchaser 64 If such consent is refused or not given due to Purchasers bad faith conduct Purchaser shall be in default and para 131 shall govern 7 Condition of Unit and Personalty Possession 71 Seller makes no representation as to the physical condition or state of repair of the Unit the Personalty the Included Interests or the Premises Purchaser has inspected or waived inspection of the Unit the Personalty and the Included Interests and shall take the same as is as of the date of
this Contract except for reasonable wear and tear However at the time of Closing the appliances shall be in working order and required smoke detector(s) shall be installed and operable 72 At Closing Seller shall deliver possession of the Unit Personalty and Included Interests in the condition required by para 71 broom clean vacant and free of all occupants and rights of possession 8 Risk of Loss 81 The provisions of General Obligations Law Section 5-1311 as modified herein shall apply to this transaction as if it were a sale of realty For purposes of this paragraph the term Unit includes built-in Personalty 82 Destruction shall be deemed material under GOL 5-1311 if the reasonably estimated cost to restore the Unit shall exceed 5 of the Purchase Price 83 In the event of any destruction of the Unit or the Premises when neither legal title nor the possession of the Unit has been transferred to Purchaser Seller shall give Notice of the loss to Purchaser (Loss Notice) by the earlier of the date of Closing or 7 business days after the date of the loss 84 If there is material destruction of the Unit without fault of Purchaser this Contract shall be deemed canceled in accordance with para 163 unless Purchaser elects by Notice to Seller to complete the purchase with an abatement of the Purchase Price or 85 Whether or not there is any destruction of the Unit if without fault of Purchaser more than 10 of the units in the Premises are rendered uninhabitable or reasonable access to the Unit is not available then Purchaser shall have the right to cancel this Contract in accordance with para 163 by Notice to Seller 86 Purchasers Notice pursuant to para 84 or para 85 shall be given within 7 business days following the giving of the Loss Notice except that if Seller does not give a Loss Notice Purchasers Notice may be given at any time at or prior to Closing 87 In the event of any destruction of the Unit Purchaser shall not be entitled to an abatement of the Purchase Price (i) that exceeds the reasonably estimated cost of repair and restoration or (ii) for any loss that the Corporation is obliged to repair or restore but Seller shall assign to Purchaser without recourse Sellers claim if any against the Corporation with respect to such loss 9 Closing Location The Closing shall be held at the location designated by the Corporation or if no such designation is made at the office of Sellers Attorney 10 Closing 101 At Closing Seller shall deliver or cause to be delivered 1011 Sellers certificate for the Shares duly endorsed for transfer to Purchaser or accompanied by a separate duly executed stock power to Purchaser and in either case with any guarantee of Sellers signature required by the Corporation 1012 Sellers counterpart original of the Lease all assignments and assumptions in the chain of title and a duly executed assignment thereof to Purchaser in the form required by the Corporation 1013 FIRPTA documents required by para 25 1014 keys to the Unit building entrance(s) and if applicable garage mailbox storage unit and any locks in the Unit 1015 if requested an assignment to Purchaser of Sellers interest in the Personalty and Included Interests 1016 any documents and payments to comply with para 152 1017 If Seller is unable to deliver the documents required in para 1011 or 1012 then Seller shall deliver or cause to be delivered all documents and payments required by the Corporation for the issuance of anew certificate for the Shares or a new Lease 102 At Closing Purchaser shall 1021 pay the Balance in accordance with para 222 1022 execute and deliver to Seller and the Corporation an agreement assuming the Lease in the form required by the Corporation and 1023 if requested by the Corporation execute and deliver counterparts of a new lease substantially the same as the Lease for the balance of the Lease term in which case the Lease shall be canceled and surrendered to the Corporation together with Sellers assignment thereof to Purchaser
103 At Closing the Parties shall complete and execute all documents necessary 1031 for Internal Revenue Service (IRS) form 1099-S or other similar requirements 1032 to comply with smoke detector requirements and any applicable transfer tax filings and 1033 to transfer Sellers interest if any in and to the Personalty and Included Interests 104 Purchaser shall not be obligated to close unless at Closing the Corporation delivers 1041 to Purchaser a new certificate for the Shares in the name of Purchaser and 1042 a written statement by an officer or authorized agent of the Corporation consenting to the transfer of the Shares and Lease to Purchaser and setting forth the amounts of and payment status of all sums owed by Seller to the Corporation including Maintenance and any Assessments and the dates to which each has been paid 11 Closing Fees Taxes and Apportionments 11 1 At or prior to Closing 1111 Seller shall pay if applicable 11111 the cost of stock transfer stamps and 11112 transfer taxes except as set forth in para 11122 1112 Purchaser shall pay if applicable 11121 any fee imposed by the Corporation relating to Purchasers financing and 11122 transfer taxes imposed by statute primarily on Purchaser (eg the mansion tax) 112 The Flip Tax if any shall be paid by the Party specified in para 119 113 Any fee imposed by the Corporation and not specified in this Contract shall be paid by the Party upon whom such fee is expressly imposed by the Corporation and if no Party is specified by the Corporation then such fee shall be paid by Seller 114 The Parties shall apportion as of 1159 PM of the day preceding the Closing the Maintenance and any other periodic charges due the Corporation (other than Assessments) and STAR Tax Exemption (if the Unit is the beneficiary of same) based on the number of the days in the month of Closing 115 Assessments whether payable in a lump sum or installments shall not be apportioned but shall be paid by the Party who is the owner of the Shares on the date specified by the Corporation for payment Purchaser shall pay any installments payable after Closing provided Seller had the right and elected to pay the Assessment in installments 116 Each Party shall timely pay any transfer taxes for which it is primarily liable pursuant to law by cashiers official bank certified or attorneys escrow check This para 116 shall survive Closing 117 Any computational errors or omissions shall be corrected within 6 months after Closing This para 117 shall survive Closing 12 Broker 121 Each Party represents that such Party has not dealt with any person acting as a broker whether licensed or unlicensed in connection with this transaction other than the Broker(s) named in para 15 122 Seller shall pay the Brokers commission pursuant to a separate agreement The Broker(s) shall not be deemed to be a third-party beneficiary of this Contract 123 This para 12 shall survive Closing cancellation or termination of this Contract 13 Defaults Remedies and Indemnities 131 In the event of a default or misrepresentation by Purchaser Sellers sole and exclusive remedies shall be to cancel this Contract retain the Contract Deposit as liquidated damages and if applicable Seller may enforce the indemnity in para 133 as to brokerage commission or sue under para 134 Purchaser prefers to limit Purchasers exposure for actual damages to the amount of the Contract Deposit which Purchaser agrees constitutes a fair and reasonable amount of compensation for Sellers damages under the circumstances and is not a penalty The principles of real property law shall apply to this liquidated damages provision 132 In the event of a default or misrepresentation by Seller Purchaser shall have such remedies as Purchaser is entitled to at law or in equity including
specific performance because the Unit and possession thereof cannot be duplicated 133 Subject to the provisions of para 43 each Party indemnifies and holds harmless the other against and from any claim judgment loss liability cost or expense resulting from the indemnitors breach of any of its representations or covenants stated to survive Closing cancellation or termination of this Contract Purchaser indemnifies and holds harmless Seller against and from any claim judgment loss liability cost or expense resulting from the Lease obligations accruing from and after the Closing Each indemnity includes without limitation reasonable attorneys fees and disbursements court costs and litigation expenses arising from the defense of any claim and enforcement or collection of a judgment under this indemnity provided the indemnitee is given Notice and opportunity to defend the claim This para 133 shall survive Closing cancellation or termination of this Contract 134 In the event any instrument for the payment of the Contract Deposit fails of collection Seller shall have the right to sue on the uncollected instrument In addition such failure of collection shall be a default under this Contract provided Seller gives Purchaser Notice of such failure of collection and within 3 business days after Notice is given Escrowee does not receive from Purchaser an unendorsed good certified check bank check or immediately available funds in the amount of the uncollected funds Failure to cure such default shall entitle Seller to the remedies set forth in Paragraph 131 and to retain all sums as may be collected andor recovered 14 Entire Agreement Modification 141 All prior oral or written representations understandings and agreements had between the Parties with respect to the subject matter of this Contract and with the Escrowee as to para 27 are merged in this Contract which alone fully and completely expresses the Parties and Escrowees agreement 142 The Attorneys may extend in writing any of the time limitations stated in this Contract Any other provision of this Contract may be changed or waived only in writing signed by the Party or Escrowee to be charged 15 Removal of Liens and Judgments 151 Purchaser shall deliver or cause to be delivered to Seller or Sellers Attorney not less than 10 calendar days prior to the Scheduled Closing Date a Lien and Judgment search except that Liens or Judgments first disclosed in a continuation search shall be reported to Seller within 2 business days after receipt thereof but not later than the Closing Seller shall have the right to adjourn the Closing pursuant to para 16 to remove any such Liens and Judgments Failure by Purchaser to timely deliver such search or continuation search shall not constitute a waiver of Sellers covenants in para 4 as to Liens and Judgments However if the Closing is adjourned solely by reason of untimely delivery of the Lien and Judgment search the apportionments under Paragraph 113 shall be made as of 1159 PM of the day preceding the Scheduled Closing Date in para 115 152 Seller at Sellers expense shall obtain and deliver to the Purchaser the documents and payments necessary to secure the release satisfaction termination and discharge or removal of record of any Liens and Judgments Seller may use any portion of the Purchase Price for such purposes 153 This para 15 shall survive Closing 16 Sellers Inability 161 If Seller shall be unable to transfer the items set forth in para 21 in accordance with this Contract for any reason other than Sellers failure to make a required payment or other willful act or omission then Seller shall have the right to adjourn the Closing for periods not exceeding 60 calendar days in the aggregate but not extending beyond the expiration of Purchasers Loan Commitment Letter if para 1201 or 1202 applies 162 If Seller does not elect to adjourn the Closing or (if adjourned) on the adjourned date of Closing Seller is still unable to perform then unless Purchaser elects to proceed with the Closing without abatement of the Purchase Price either Party may cancel this Contract on Notice to the other Party given at any time thereafter 163 In the event of such cancellation the sole liability of Seller shall be to cause the Contract Deposit to be refunded to Purchaser and to reimburse Purchaser for the actual costs incurred for Purchases lien and title search if any
17 Notices and Contract Delivery 171 Any notice or demand (Notice) shall be in writing and delivered either by hand overnight delivery or certified or registered mail return receipt requested to the Party or and simultaneously in like manner to such Partys Attorney if any and to Escrowee at their respective addresses or to such other address as shall hereafter be designated by Notice given pursuant to this para 17 172 The Contract may be delivered as provided in para 171 or by ordinary mail 173 The Contract or each Notice shall be deemed given and received 1731 on the day delivered by hand 1732 on the business day following the date sent by overnight delivery 1733 on the 5th business day following the date sent by certified or registered mail or 1734 as to the Contract only 3 business days following the date of ordinary mailing 174 A Notice to Escrowee shall be deemed given only upon actual receipt by Escrowee 175 The Attorneys are authorized to give and receive any Notice on behalf of their respective clients 176 Failure or refusal to accept a Notice shall not invalidate the Notice 177 Notice pursuant to parapara 222 and 134 may be delivered by confirmed facsimile to the Partys Attorney and shall be deemed given when transmission is confirmed by senders facsimile machine 18 Financing Provisions 181 The provisions of parapara 181 and 182 are applicable only if para 1201 or 1202 applies 1811 An Institutional Lender is any of the following that is authorized under Federal or New York State law to issue a loan secured by the Shares and Lease and is currently extending similarly secured loan commitments in the county in which the Unit is located a bank savings bank savings and loan association trust company credit union of which Purchaser is a member mortgage banker insurance company or governmental entity 1812 A Loan Commitment Letter is a written offer from an Institutional Lender to make a loan on the Financing Terms (see para 1 2 1) at prevailing fixed or adjustable interest rates and on other customary terms generally being offered by Institutional Lenders making cooperative share loans An offer to make a loan conditional upon obtaining an appraisal satisfactory to the Institutional Lender shall not become a Loan Commitment Letter unless and until such condition is met An offer conditional upon any factor concerning Purchaser (eg sale of current home payment of outstanding debt no material adverse change in Purchasers financial condition etc) is a Loan Commitment Letter whether or not such condition is met Purchaser accepts the risk that and cannot cancel this Contract if any condition concerning Purchaser is not met 182 Purchaser directly or through a mortgage broker registered pursuant to Article 12-D of the Banking Law shall diligently and in good faith 1821 apply only to an Institutional Lender for a loan on the Financing Terms (see para 121) on the form required by the Institutional Lender containing truthful and complete information and submit such application together with such documents as the Institutional Lender requires and pay the applicable fees and charges of the Institutional Lender all of which shall be performed within 5 business days after the Delivery Date 1822 promptly submit to the Institutional Lender such further references data and documents requested by the Institutional Lender and 1823 accept a Loan Commitment Letter meeting the Financing Terms and comply with all requirements of such Loan Commitment Letter (or any other loan commitment letter accepted by Purchaser) and of the Institutional Lender in order to close the loan and 1824 furnish Seller with a copy of the Loan Commitment Letter promptly after Purchasers receipt thereof 1825 Purchaser is not required to apply to more than one Institutional Lender 183 If Paragraph 1201 applies then 1831 provided Purchaser has complied with all applicable provisions of para 182 and this para 183 Purchaser may cancel this Contract as set forth below if
18311 any Institutional Lender denies Purchasers application in writing prior to the Loan Commitment Date (see Paragraph 121) or 18312 a Loan Commitment Letter is not issued by the Institutional Lender on or before the Loan Commitment Date or 18313 any requirement of the Loan Commitment Letter other than one concerning Purchaser is not met (eg failure of the Corporation to execute and deliver the Institutional Lenders recognition agreement or other document financial condition of the Corporation owner occupancy quota etc) or 18314 (i) the Closing is adjourned by Seller or the Corporation for more than 30 business days from the Scheduled Closing Date and (ii) the Loan Commitment Letter expires on a date more than 30 business days after the Scheduled Closing Date and before the new date set for Closing pursuant to this para and (iii) Purchaser is unable in good faith to obtain from the Institutional Lender an extension of the Loan Commitment Letter or a new Loan Commitment Letter on the Financing Terms without paying additional fees to the Institutional Lender unless Seller agrees by Notice to Purchaser within 5 business days after receipt of Purchasers Notice of cancellation on such ground that Seller will pay such additional fees and Seller pays such fees when due Purchaser may not object to an adjournment by Seller for up to 30 business days solely because the Loan Commitment Letter would expire before such adjourned Closing date 1832 Purchaser shall deliver Notice of cancellation to Seller within 5 business days after the Loan Commitment Date if cancellation is pursuant to para 18311 or 18312 and on or prior to the Scheduled Closing Date if cancellation is pursuant to para 18313 or 18314 1833 If cancellation is pursuant to Paragraph 18311 then Purchaser shall deliver to Seller together with Purchasers Notice a copy of the Institutional Lenders written denial of Purchasers loan application If cancellation is pursuant to para 18313 then Purchaser shall deliver to Seller together with Purchasers Notice evidence that a requirement of the Institutional Lender was not met 1834 Seller may cancel this Contract by Notice to Purchaser sent within 5 days after the Loan Commitment Date if Purchaser shall not have sent by then either (i) Purchasers Notice of cancellation or (ii) a copy of the Loan Commitment Letter to Seller which cancellation shall become effective if Purchaser does not deliver a copy of such Loan Commitment Letter to Seller within 10 business days after the Loan Commitment Date 1835 Failure by either Purchaser or Seller to deliver Notice of cancellation as required by this para 183 shall constitute a waiver of the right to cancel under this para 183 1836 If this Contract is canceled by Purchaser pursuant to this para 183 then thereafter neither Party shall have any further rights against or obligations or liabilities to the other by reason of this Contract except that the Contract Deposit shall be promptly refunded to Purchaser and except as set forth in para 12 If this Contract is canceled by Purchaser pursuant to para 18314 then Seller shall reimburse Purchaser for any non-refundable financing and inspection expenses and other sums reimbursable pursuant to para 16 1837 Purchaser cannot cancel this Contract pursuant to 18314 and cannot obtain a refund of the Contract Deposit if the Institutional Lender fails to fund the loan 18371 because a requirement of the Loan Commitment Letter concerning Purchaser is not met (eg Purchasers financial condition or employment status suffers an adverse change Purchaser fails to satisfy a condition relating to the sale of an existing residence etc) or 18372 due to the expiration of a Loan Commitment Letter issued with an expiration date that is not more than 30 business days after the Scheduled Closing Date 19 SingularPlural and JointSeveral The use of the singular shall be deemed to include the plural and vice versa whenever the context so requires If more than one person constitutes Seller or Purchaser their obligations as such Party shall be joint and several 20 No Survival No representation andor covenant contained herein shall survive Closing except as expressly provided Payment of the Balance shall constitute a discharge and release by Purchaser of all of Sellers obligations hereunder except those expressly stated to survive Closing 21 Inspections
Purchaser and Purchasers representatives shall have the right to inspect the Unit within 48 hours prior to Closing and at other reasonable times upon reasonable request to Seller 22 Governing Law and Venue This Contract shall be governed by the laws of the State of New York without regard to principles of conflict of laws Any action or proceeding arising out of this Contract shall be brought in the county or Federal district where the Unit is located and the Parties hereby consent to said venue 23 No Assignment by Purchaser Death of Purchaser 231 Purchaser may not assign this Contract or any of Purchasers rights hereunder Any such purported assignment shall be null and void 232 This Contract shall terminate upon the death of all persons comprising Purchaser and the Contract Deposit shall be refunded to the Purchaser Upon making such refund and reimbursement neither Party shall have any further liability or claim against the other hereunder except as set forth in para 12 24 Cooperation of Parties 241 The Parties shall each cooperate with the other the Corporation and Purchasers Institutional Lender and title company if any and obtain execute and deliver such documents as are reasonably necessary to consummate this sale 242 The Parties shall timely file all required documents in connection with all governmental filings that are required by law Each Party represents to the other that its statements in such filings shall be true and complete This para 242 shall survive Closing 25 FIRPTA The parties shall comply with IRC sectsect 897 1445 and the regulations thereunder as same may be amended (FIRPTA) If applicable Seller shall execute and deliver to purchaser at Closing a Certification of Non-Foreign Status (CNS) or deliver a Withholding Certificate from the IRS If Seller fails to deliver a CNS or a Withholding Certificate Purchaser shall withhold from the Balance and remit to the IRS such sum as may be required by law Seller hereby waives any right of action against Purchaser on account of such withholding and remittance This para 25 shall survive Closing 26 Additional Requirements 261 Purchaser shall not be obligated to close unless all of the following requirements are satisfied at the time of the Closing 2611 the Corporation is in good standing 2612 the Corporation has fee or leasehold title to the Premises whether or not marketable or insurable and 2613 there is no pending in rem action tax certificatelien sale or foreclosure action of any underlying mortgage affecting the Premises 262 If any requirement in para 261 is not satisfied at the time of the Closing Purchaser shall give Seller Notice and if the same is not satisfied within a reasonable period of time thereafter then either Party may cancel this Contract (pursuant to para 163) by Notice 27 Escrow Terms 271 The Contract Deposit shall be deposited by Escrowee in an escrow account as set forth in para 124 and the proceeds held and disbursed in accordance with the terms of this Contract At Closing the Contract Deposit shall be paid by Escrowee to Seller If the Closing does not occur and either Party gives Notice to Escrowee demanding payment of the Contract Deposit Escrowee shall give prompt Notice to the other Party of such demand If Escrowee does not receive a Notice of objection to the proposed payment from such other Party within 10 business days after the giving of Escrowees Notice Escrowee is hereby authorized and directed to make such payment to the demanding party If Escrowee does receive such a Notice of objection within said period or if for any reason Escrowee in good faith elects not to make such payment Escrowee may continue to hold the Contract Deposit until otherwise directed by a joint Notice by the Parties or a final non-appealable judgment order or decree of a court of competent jurisdiction However Escrowee shall have the right at any time to deposit the Contract Deposit and the interest thereon if any with the clerk of a court in the county as set forth in para 22 and shall give Notice of such deposit to each Party Upon disposition of the Contract Deposit and
interest thereon if any in accordance with this para 27 Escrowee shall be released and discharged of all escrow obligations and liabilities 272 The Party whose Attorney is Escrowee shall be liable for loss of the Contract Deposit If the Escrowee is Sellers attorney then Purchaser shall be credited with the amount of the contract Deposit at Closing 273 Escrowee will serve without compensation Escrowee is acting solely as a stakeholder at the Parties request and for their convenience Escrowee shall not be liable to either Party for any act or omission unless it involves bad faith willful disregard of this Contract or gross negligence In the event of any dispute Seller and Purchaser shall jointly and severally (with right of contribution) defend (by attorneys selected by Escrowee) indemnify and hold harmless Escrowee from and against any claim judgment loss liability cost and expenses incurred in connection with the performance of Escrowees acts or omissions not involving bad faith willful disregard of this Contract or gross negligence This indemnity includes without limitation reasonable attorneys fees either paid to retain attorneys or representing the fair value of legal services rendered by Escrowee to itself and disbursements court costs and litigation expenses 274 Escrowee acknowledges receipt of the Contract Deposit by check subject to collection
275 Escrowee agrees to the provisions of this para 27 276 If Escrowee is the Attorney for a Party Escrowee shall be permitted to represent such Party in any dispute or lawsuit 277 This para 27 shall survive Closing cancellation or termination of this Contract 28 Margin Headings The margin headings do not constitute part of the text of this Contract 29 Miscellaneous This Contract shall not be binding unless and until Seller delivers a fully executed counterpart of this Contract to Purchaser (or Purchasers Attorney) pursuant to para 172 and 173 This Contract shall bind and inure to the benefit of the Parties hereto and their respective heirs personal and legal representatives and successors in interest 30 Lead Paint If applicable the complete and fully executed Disclosure of Information on Lead Based Paint and or Lead-Based Paint Hazards is attached hereto and made a part hereof
In Witness Whereof the Parties hereto have duly executed this Contract as of the date first above written
ESCROW TERMS AGREED TO SELLER PURCHASER GIDDINS CLAMAN LLP ESCROWEE
Rider to and Part of Contract of Sale Between as Seller and as Purchaser for Unit at New York NY
31 Purchasers Additional Representations and Covenants 3 11 Supplementing para 42 of the Contract Purchaser also represents and covenants that 3111 Purchaser has and will at Closing have available unencumbered cash and cash equivalents (including publicly traded securities) in a sum at least equal to (and having a then current value of) the Balance and 3112 Purchaser has and will at and immediately following the Closing have a positive net worth 312 the Maintenance and the monthly amount of the Assessment (if any) do not aggregate more than 25 of the current total gross monthly income of the individuals comprising the Purchaser
313 (if para 1201 or para 1202 applies) the monthly debt service (interest and amortization of principal if any) of the proposed financing together with the Maintenance and the monthly Assessment amount (if any) do not aggregate more than 35 of said current total gross monthly income 32 Supplementing paragraph 4 1 Seller has no actual knowledge of a material default or condition which the Lessee is required to cure under the Lease and which remains uncured If prior to Closing Seller acquires knowledge of a such default or condition which the Lessee would be required to cure then Seller shall cure same at or prior to Closing This provision shall not survive closing
The Parties have duly executed this Rider as of the same date as the Contract SELLER PURCHASER ______________________________ _______________________________
Note This form is intended to deal with matters common to most transactions
involving the sale of a condominium unit Provisions should be added altered or
deleted to suit the circumstances of a particular transaction No representation is
made that this form of contract complies with Section 5-702 of the General
Obligations Law (ldquoPlain Language Lawrdquo)
CONSULT YOUR LAWYER BEFORE SIGNING THIS AGREEMENT
Contract of Sale - Condominium Unit
Agreement made as of 2010 between residing at Street Apt
New York NY (ldquoSellerrdquo) and residing at (ldquoPurchaserrdquo)
1 Unit Seller agrees to sell and convey and Purchaser agrees to purchase Unit
No (ldquoUnitrdquo) in the building (ldquoBuildingrdquo) known as Condominium
(ldquoCondominiumrdquo) and located at New York NY New York together with a
XXXXX percent undivided interest in the Common Elements (as defined in para 6)
appurtenant thereto all upon and subject to the terms and conditions set forth herein The
Unit shall be as designated in the Declaration of Condominium Ownership (as the same
may be amended from time to time the ldquoDeclarationrdquo) of the Condominium recorded in
New York County New York or the By-Laws (as the same may be amended from time
to time the ldquoBy-Lawsrdquo) of the Condominium
2 Personal Property (a) The sale includes all of Sellerrsquos right title and
interest if any in and to
(i) the refrigerators freezers ranges ovens built-in microwave
ovens dishwashers washing machines clothes dryers cabinets and counters lighting
and plumbing fixtures chandeliers air conditioning equipment venetian blinds shades
screens storm windows and other window treatments wall-to-wall carpeting
bookshelves switchplates door hardware and mirrors built-ins and articles of property
and fixtures attached to or appurtenant to the Unit except those listed in subpara 2(b) all
of which included property and fixtures are represented to be owned by Seller free and
clear of all liens and encumbrances other than those encumbrances (ldquoPermitted
Exceptionsrdquo) set forth on Schedule A annexed hereto and made a part hereof (strike out
inapplicable items) to the extent any of the foregoing exist in the Unit on the date
hereof and
- 2 -
(ii)
(b) Excluded from this sale are
(i) furniture and furnishings (other than as specifically provided
in this Contract) and
(ii)
(c) The property referred to in subpara 2(a)(i) and (ii) may not be
purchased if title to the Unit is not conveyed hereunder
3 Purchase Price (a) The purchase price (ldquoPurchase Pricerdquo) is $
payable as follows
(i) $ (ldquoDownpaymentrdquo) on the signing of this Contract by
good check subject to collection the receipt of which is hereby acknowledged to be held
in escrow pursuant to para 16 and
(ii) $ constituting the balance of the Purchase Price by
certified check of Purchaser or official bank check (except as otherwise provided in this
Contract) on the delivery of the deed as hereinafter provided
(b) All checks in payment of the Purchase Price shall represent United
States currency and be drawn on or issued by a bank or trust company authorized to
accept deposits in New York State All checks in payment of the Downpayment shall be
payable to the order of Escrowee (as hereinafter defined) All checks in payment of the
balance of the Purchase Price shall be payable to the order of Seller (or as Seller
otherwise directs pursuant to subparas 6(a)(viii) or 18(b))
(c) Except for the Downpayment and checks aggregating not more than
one-half of one percent of the Purchase Price One Thousand Dollars ($100000)
including payment for closing adjustments all checks delivered by Purchaser shall be
certified or official bank checks as hereinabove provided
4 Closing of Title The closing documents referred to in para 6 shall be
delivered and payment of the balance of the Purchase Price shall be made at the closing
of title (ldquoClosingrdquo) to be held on or about at AM at the offices of
Giddins Claman LLP 675 Third Avenue 29th
Floor New York NY or at the office
of Purchaserrsquos lending institution or its counsel provided however that such office is
located in either the City or County in which either (a) Sellerrsquos attorney maintains an
office or (b) the Unit is located
5 Representations Warranties and Covenants Seller represents warrants
and covenants that
- 3 -
(a) Seller is the sole owner of the Unit and the property referred to in
subpara 2(a) and Seller has the full right power and authority to sell convey and transfer
the same
(b) The common charges (excluding separately billed utility charges) for
the Unit on the date hereof are $xxxxx per month
(c) Seller has not received any written notice of any intended assessment
or increase in common charges not reflected in subpara 5(b) Purchaser acknowledges
that it will not have the right to cancel this Contract in the event of the imposition of any
assessment or increase in common charges after the date hereof of which Seller has not
heretofore received written notice
(d) The real estate taxes for the Unit for the fiscal year of ________
through ________ are $_________ Purchaser may verify the real estate taxes on the
website of the New York City Department of Finance A printout from the website
is attached
(e) Seller is not a ldquosponsorrdquo or a nominee of a ldquosponsorrdquo under any plan of
condominium organization affecting the Unit
(f) All refrigerators freezers ranges dishwashers washing machines
clothes dryers and air conditioning equipment included in this sale will be in working
order at the time of Closing
(g) If a copy is attached to this Contract the copy of the Certificate of
Occupancy covering the Unit is a true and correct copy and
(h) Seller is not a ldquoforeign personrdquo as defined in para 17 (If inapplicable
delete and provide for compliance with Code Withholding Section as defined in para
17)
6 Closing Documents (a) At the Closing Seller shall deliver to Purchaser the
following
(i) Bargain and sale deed With covenant against grantorrsquos acts
(ldquoDeedrdquo) complying with RPL sect 339-o and containing the covenant required by LL sect
13(5) conveying to Purchaser title to the Unit together with its undivided interest in the
Common Elements (as such term is defined in the Declaration and which term shall be
deemed to include Sellerrsquos right title and interest in any limited common elements
attributable to or used in connection with the Unit) appurtenant thereto free and clear of
all liens and encumbrances other than Permitted Exceptions The Deed shall be executed
and acknowledged by Seller and if requested by the Condominium executed and
acknowledged by Purchaser in proper statutory form for recording
- 4 -
(ii) If a corporation and if required pursuant to BCL sect 909 Seller
shall deliver to Purchaser (1) a resolution of its board of directors authorizing the delivery
of the Deed and (2) a certificate executed by an officer of such corporation certifying as
to the adoption of such resolution and setting forth facts demonstrating that the delivery
of the Deed is in conformity with the requirements of BCL sect 909 The Deed shall also
contain a recital sufficient to establish compliance with such law
(iii) A waiver of right of first refusal of the board of managers of
the Condominium (ldquoBoardrdquo) if required in accordance with para 8
(iv) A statement by the Condominium or its managing agent that
the common charges and any assessments then due and payable the Condominium have
been paid to the date of the Closing
(v) All keys to the doors of and mailbox for the Unit
(vi) Such affidavits andor other evidence as the title company
(ldquoTitle Companyrdquo) from which Purchaser has ordered a title insurance report and which
is authorized to do business in New York State shall reasonably require in order to omit
from its title insurance policy all exceptions for judgments bankruptcies or other returns
against Seller and persons or entities whose names are the same as or are similar to
Sellerrsquos name
(vii) New York City Real Property Transfer Tax Return if
applicable and New York State Real Estate Transfer Tax Return prepared executed and
acknowledged by Seller in proper form for submission
(viii) Checks in payment of all applicable real property transfer
taxes except a transfer tax which by law is primarily imposed on the purchaser
(ldquoPurchaser Transfer Taxrdquo) due in connection with the sale In lieu of delivery of such
checks Seller shall have the right upon reasonable prior notice to Purchaser to cause
Purchaser to deliver said checks at the Closing and to credit the amount thereof against
the balance of the Purchase Price Seller shall pay the additional transfer taxes if any
payable after the Closing by reason of the conveyance of the Unit which obligation shall
survive the Closing
(ix) Certification that Seller is not a foreign person pursuant to
para 17 or a withholding certificate from the Internal Revenue Service (If inapplicable
delete and provide for compliance with Code Section as defined in para 17) and
(x) Affidavit that a single station smoke detecting alarm device is
installed pursuant to New York Executive Law sect378(5)
(b) At the Closing Purchaser shall deliver to Seller the following
- 5 -
(i) Checks in payment of (y) the balance of the Purchase Price in
accordance with subpara 3(b) and (z) any Purchaser Transfer Tax
(ii) If required by the Declaration or By-Laws power of attorney
to the Board prepared by Seller in the form required by the Condominium The power of
attorney shall be executed and acknowledged by Purchaser and after being recorded
shall be sent to the Condominium
(iii) New York City Real Property Transfer Tax Return executed
and acknowledged by Purchaser and an Affidavit in Lieu of Registration pursuant to New
York Multiple Dwelling Law each in proper form for submission if applicable and
(iv) If required New York State Equalization Return executed
and acknowledged by Purchaser in proper form for submission
(c) It is a condition of Purchaserrsquos obligation to close title hereunder that
(i) All notes or notices of violations of law or governmental
orders ordinances or requirements affecting the Unit and noted or issued by any
governmental department agency or bureau having jurisdiction which were noted or
issued on or prior to the date hereof shall have been cured by Seller
(ii) Any written notice to Seller from the Condominium (or its
duly authorized representative) that the Unit is in violation of the Declaration By-Laws
or rules and regulations of the Condominium shall have been cured and
(iii) The Condominium is a valid condominium created pursuant
to RPL Art 9-B and the Title Company will so insure
7 Closing Adjustments (a) The following adjustments shall be made as of
1159 PM of the day before the Closing
(i) Real estate taxes and water charges and sewer rents if
separately assessed on the basis of the fiscal period for which assessed except that if
there is a water meter with respect to the Unit apportionment shall be based on the last
available reading subject to adjustment after the Closing promptly after the next reading
is available provided however that in the event real estate taxes have not as of the date
of Closing been separately assessed to the Unit real estate taxes shall be apportioned on
the same basis as provided in the Declaration or By-Laws or in the absence of such
provision based upon the Unitrsquos percentage interest in the Common Elements
(ii) Common charges of the Condominium and
(iii) If fuel is separately stored with respect to the Unit only the
value of fuel stored with respect to the Unit at the price then charged by Sellerrsquos supplier
- 6 -
(as determined by a letter or certificate to be obtained by Seller from such supplier)
including any sales taxes
(b) If at the time of Closing the Unit is affected by an assessment which is
or may become payable in installments then for the purposes of this Contract only the
unpaid installments which are then due shall be considered due and are to be paid by
Seller at the Closing All subsequent installments at the time of Closing shall be the
obligation of Purchaser
(c) Any errors or omissions in computing closing adjustments shall be
corrected This subpara 7(c) shall survive the Closing
(d) If the Unit is located in the City of New York the ldquocustoms in respect
to title closingsrdquo recommended by The Real Estate Board of New York Inc as amended
and in effect on the date of Closing shall apply to the adjustments and other matters
therein mentioned except as otherwise provided herein
8 Right of First Refusal If so provided in the Declaration or By-Laws this
sale is subject to and conditioned upon the waiver of a right of first refusal to purchase
the Unit held by the Condominium and exercisable by the Board Seller agrees to give
notice promptly to the Board of the contemplated sale of the Unit to Purchaser which
notice shall be given in accordance with the terms of the Declaration and By-Laws and
Purchaser agrees to provide promptly all applications information and references
reasonably requested by the Board If the Board shall exercise such right of first refusal
Seller shall promptly refund to Purchaser the Downpayment (which term for all purposes
of this Contract shall be deemed to include interest if any earned thereon) and upon the
making of such refund this Contract shall be deemed cancelled and of no further force or
effect and neither party shall have any further rights against or obligations or liabilities
to the other by reason of this Contract If the Board shall fail to exercise such right of
first refusal within the time and in the manner provided for in the Declaration or By-Laws
or shall declare in writing its intention not to exercise such right of first refusal (a copy of
which writing shall be delivered to Purchaser promptly following receipt thereof) the
parties hereto shall proceed with this sale in accordance with the provisions of this
Contract
9 Processing Fee Seller shall at the Closing pay all fees and charges payable
to the Condominium (andor its managing agent) in connection with this sale and
customarily charged to Sellers by the Condominium including without limitation
any processing fee the legal fees if any of the Condominiumrsquos attorney in connection
with this sale and unless otherwise agreed to by Seller and Purchaser in writing all ldquoflip
taxesrdquo transfer or entrance fees or similar charges if any payable to or for the
Condominium or otherwise for the benefit of the Condominium unit owners which arise
by reason of this sale Purchaser shall pay all fees customarily charged to Purchasers
by the Condominium or Managing Agent
- 7 -
10 No Other Representations Purchaser has examined and is satisfied with the
Declaration By-Laws and rules and regulations of the Condominium or has waived the
examination thereof Purchaser has inspected the Unit its fixtures appliances and
equipment and the personal property if any included in this sale as well as the Common
Elements of the Condominium and knows the condition thereof and subject to subpara
5(f) agrees to accept the same ldquoas isrdquo ie in the condition they are in on the date hereof
subject to normal use wear and tear between the date hereof and the Closing Purchaser
has examined or waived examination of the last audited financial statements of the
Condominium and has considered or waived consideration of all other matters pertaining
to this Contract and to the purchase to be made hereunder and does not rely on any
representations made by any broker or by Seller or anyone acting or purporting to act on
behalf of Seller as to any matters which might influence or affect the decision to execute
this Contract or to buy the Unit or said personal property except those representations
and warranties which are specifically set forth in this Contract
11 Possession Seller shall prior to the Closing remove from the Unit all
furniture furnishings and other personal property not included in this sale shall repair
any damage caused by such removal and shall deliver exclusive possession of the Unit at
the Closing vacant broom-clean and free of tenancies or other rights of use or
possession
12 Access Seller shall permit Purchaser and its architect decorator or other
authorized persons to have the right of access to the Unit between the date hereof and the
Closing for the purpose of inspecting the same and taking measurements at reasonable
times and upon reasonable prior notice to Seller (by telephone or otherwise) Further
Purchaser shall have the right to inspect the Unit at a reasonable time during the 24-hour
period immediately preceding the Closing
13 Defaults and Remedies (a) If Purchaser defaults hereunder Sellerrsquos sole
remedy shall be to retain the Downpayment as liquidated damages it being agreed that
Sellerrsquos damages in case of Purchaserrsquos default might be impossible to ascertain and that
the Downpayment constitutes a fair and reasonable amount of damages under the
circumstances and is not a penalty
(b) If Seller defaults hereunder Purchaser shall have such remedies as
Purchaser shall be entitled to at law or in equity including but not limited to specific
performance
14 Notices Any notice request or other communication (ldquoNoticerdquo) given or
made hereunder (except for the notice required by para 12) shall be in writing and either
(a) sent by any of the parties hereto or their respective attorneys by registered or certified
mail return receipt requested postage prepaid or (b) delivered in person or by overnight
courier with receipt acknowledged to the address given at the beginning of this Contract
for the party to whom the Notice is to be given or to such other address for such party as
said party shall hereafter designate by Notice given to the other party pursuant to this
- 8 -
para 14 or (c) with respect to para 6(a)(viii) or para 18(b) sent by fax to the partyrsquos
attorney Each Notice mailed shall be deemed given on the third business day following
the date of mailing the same and each Notice delivered in person or by overnight courier
shall be deemed given when delivered A copy of each notice sent to a party shall also be
sent to the partyrsquos attorney Each notice sent by fax shall be deemed given when
transmission is confirmed by the senders fax machine The attorneys for the parties are
hereby authorized to give and receive on behalf of their clients all Notices and deliveries
15 Purchaserrsquos Lien The Downpayment and all other sums paid on account of
this Contract and the reasonable expenses of the examination of title to and departmental
violation searches in respect of the Unit are hereby made a lien upon the Unit but such
lien shall not continue after default by Purchaser hereunder
16 Downpayment in Escrow (a) Sellerrsquos attorney (ldquoEscroweerdquo) shall hold the
Downpayment in escrow in a segregated bank account at the depository identified at the
end of this Contract until Closing or sooner termination of this Contract and shall pay
over or apply the Downpayment in accordance with the terms of this para 16 Escrowee
shall hold the Downpayment in a(n) interest-bearing Escrow account for the benefit of
the parties If interest is held for the benefit of the parties it shall be paid to the party
entitled to the Downpayment and the party receiving the interest shall pay any income
taxes thereon If interest is not held for the benefit of the parties the Downpayment shall
be placed in an IOLA account or as otherwise permitted or required by law The Social
Security or Federal Identification numbers of the parties shall be furnished to Escrowee
upon request At Closing the Downpayment shall be paid by Escrowee to Seller If for
any reason Closing does not occur and either party gives Notice (as defined in paragraph
14) to Escrowee demanding payment of the Downpayment Escrowee shall give prompt
Notice to the other party of such demand If Escrowee does not receive Notice of
objection from such other party to the proposed payment within 10 business days after
the giving of such Notice Escrowee is hereby authorized and directed to make such
payment If Escrowee does receive such Notice of objection within such 10 day period or
if for any other reason Escrowee in good faith shall elect not to make such payment
Escrowee shall continue to hold such amount until otherwise directed by Notice from the
parties to this Contract or a final nonappealable judgment order or decree of a court
However Escrowee shall have the right at any time to deposit the Downpayment with the
clerk of a court in the county in which the Unit is located and shall give Notice of such
deposit to Seller and Purchaser Upon such deposit or other disbursement in accordance
with the terms of this para 16 Escrowee shall be relieved and discharged of all further
obligations and responsibilities hereunder
(b) The parties acknowledge that Escrowee is acting solely as a
stakeholder at their request and for their convenience and that Escrowee shall not be
liable to either party for any act or omission on its part unless taken or suffered in bad
faith or in willful disregard of this Contract or involving gross negligence on the part of
Escrowee Seller and Purchaser jointly and severally (with right of contribution) agree to
- 9 -
defend (by attorneys selected by Escrowee) indemnify and hold Escrowee harmless from
and against all costs claims and expenses (including reasonable attorneysrsquo fees) incurred
in connection with the performance of Escroweersquos 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 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 Escroweersquos agreement to the provisions of this para 16 by signing in
the place indicated in this Contract
(e) Escrowee or any member of its firm shall be permitted to act as
counsel for Seller in any dispute as to the disbursement of the Downpayment or any other
dispute between the parties whether or not Escrowee is in possession of the
Downpayment and continues to act as Escrowee
(f) The party whose attorney is Escrowee shall be liable for loss of the
Downpayment
17 FIRPTA Seller represents and warrants to Purchaser that Seller is not a
ldquoforeign personrdquo as defined in IRC sect 1445 as amended and the regulations issued
thereunder (ldquoCode Withholding Sectionrdquo) At the Closing Seller shall deliver to
Purchaser a certificate stating that Seller is not a foreign person in the form then required
by the Code Withholding Section or a withholding certificate from the Internal Revenue
Service In the event Seller fails to deliver the aforesaid certificate or in the event that
Purchaser is not entitled under the Code Withholding Section to rely on such certificate
Purchaser shall deduct and withhold from the Purchase Price a sum equal to 10 thereof
and shall at Closing remit the withheld amount with the required forms to the Internal
Revenue Service
18 Title Report Acceptable Title (a) Purchaser shall promptly after the date
hereof or after receipt of the mortgage commitment letter if applicable order a title
insurance report from the Title Company Promptly after receipt of the title report and
thereafter of any continuations thereof and supplements thereto Purchaser shall forward a
copy of each such report continuation or supplement to the attorney for Seller Purchaser
shall further notify Sellerrsquos attorney of any other objections to title not reflected in such
title report of which Purchaser becomes aware following the delivery of such report
reasonably promptly after becoming aware of such objections
(b) Any unpaid taxes assessments water charges and sewer rents
together with the interest and penalties thereon to a date not less than two days following
- 10 -
the date of Closing and any other liens and encumbrances which Seller is obligated to
pay and discharge or which are against corporations estates or other persons in the chain
of title together with the cost of recording or filing any instruments necessary to
discharge such liens and encumbrances of record may be paid out of the proceeds of the
monies payable at the Closing if Seller delivers to Purchaser at the Closing official bills
for such taxes assessments water charges sewer rents interest and penalties and
instruments in recordable form sufficient to discharge any other liens and encumbrances
of record Upon request made a reasonable time before the Closing Purchaser shall
provide at the Closing separate checks for the foregoing payable to the order of the holder
of any such lien charge or encumbrance and other wise complying with subpara 3(b) If
the Title Company is willing to insure Purchaser that such charges liens and
encumbrances will not be collected out of or enforced against the Unit and is willing to
insure the lien of Purchaserrsquos Institutional Lender (as hereinafter defined) free and clear
of any such charges liens and encumbrances then Seller shall have the right in lieu of
payment and discharge to deposit with the Title Company such funds or to give such
assurances or to pay such special or additional premiums as the Title Company may
require in order to so insure In such case the charges liens and encumbrances with
respect to which the Title Company has agreed so to insure shall not be considered
objections to title
(c) Seller shall convey and Purchaser shall accept fee simple title to the
Unit in accordance with the terms of this Contract subject only to (a) the Permitted
Exceptions and (b) such other matters as (i) the Title Company or any other title insurer
licensed to do business by the State of New York shall be willing without special or
additional premium to omit as exceptions to coverage or to except with insurance against
collection out of or enforcement against the Unit and (ii) shall be accepted by any lender
which has committed in writing to provide mortgage financing to Purchaser for the
purchase of the Unit (ldquoPurchaserrsquos Institutional Lenderrdquo) except that if such
acceptance by Purchaserrsquos Institutional Lender is unreasonably withheld or delayed such
acceptance shall be deemed to have been given
(d) Notwithstanding any contrary provisions in this Contract express or
implied or any contrary rule of law or custom if Seller shall be unable to convey the
Unit in accordance with this Contract (provided that Seller shall release discharge or
otherwise cure at or prior to Closing any matter created by Seller after the date hereof and
any existing mortgage unless this sale is subject to it) and if Purchaser elects not to
complete this transaction without abatement of the Purchase Price the sole obligation and
liability of Seller shall be to refund the Downpayment to Purchaser together with the
reasonable cost of the examination of title to and departmental violation searches in
respect of the Unit and upon the making of such refund and payment this Contract shall
be deemed cancelled and of no further force or effect and neither party shall have any
further rights against or obligations or liabilities to the other by reason of this Contract
However nothing contained in this subpara 18(d) shall be construed to relieve Seller
from liability due to a willful default
- 11 -
19 Risk of Loss Casualty (a) The risk of loss or damage to the Unit or the
personal property included in this sale by fire or other casualty until the earlier of the
Closing or possession of the Unit by Purchaser is assumed by Seller but without any
obligation of Seller to repair or replace any such loss or damage unless Seller elects to do
so as hereinafter provided Seller shall notify Purchaser of the occurrence of any such
loss or damage to the Unit or the personal property included in this sale within 10 days
after such occurrence or by the date of Closing whichever first occurs and by such
notice shall state whether or not Seller elects to repair or restore the Unit andor the
personal property as the case may be If Seller elects to make such repairs and
restorations Sellerrsquos notice shall set forth an adjourned date for the Closing which shall
be not more than 60 days after the date of the giving of Sellerrsquos notice If Seller either
does not elect to do so or having elected to make such repairs and restorations fails to
complete the same on or before said adjourned date for the Closing Purchaser shall have
the following options
(i) To declare this Contract cancelled and of no further force or
effect and receive a refund of the Downpayment in which event neither party shall
thereafter have any further rights against or obligations or liabilities to the other by
reason of this Contract or
(ii) To complete the purchase in accordance with this Contract
without reduction in the Purchase Price except as provided in the next sentence If Seller
carries hazard insurance covering such loss or damage Seller shall turn over to Purchaser
at the Closing the net proceeds actually collected by Seller under the provisions of such
hazard insurance policies to the extent that they are attributable to loss of or damage to
any property included in this sale less any sums theretofore expended by Seller in
repairing or replacing such loss or damage or in collecting such proceeds and Seller shall
assign (without recourse to Seller) Sellerrsquos right to receive any additional insurance
proceeds which are attributable to the loss of or damage to any property included in this
sale
(b) If Seller does not elect to make such repairs and restorations
Purchaser may exercise the resulting option under (i) or (ii) of (a) above only by notice
given to Seller within 10 days after receipt of Sellerrsquos notice If Seller elects to make such
repairs and restorations and fails to complete the same on or before the adjourned closing
date Purchaser may exercise either of the resulting options within 10 days after the
adjourned closing date
(c) In the event of any loss of or damage to the Common Elements which
materially and adversely affects access to or use of the Unit arising after the date of this
Contract but prior to the Closing Seller shall notify Purchaser of the occurrence thereof
within 10 days after such occurrence or by the date of Closing whichever occurs first in
which event Purchaser shall have the following options
- 12 -
(i) To complete the purchase in accordance with this Contract
without reduction in the Purchase Price or
(ii) To adjourn the Closing until the first to occur of (1)
completion of the repair and restoration of the loss or damage to the point that there is no
longer a materially adverse effect on the access to or use of the Unit or (2) the 60th day
after the date of the giving of Sellerrsquos aforesaid notice In the event Purchaser elects to
adjourn the Closing as aforesaid and such loss or damage is not so repaired and restored
within 60 days after the date of the giving of Sellerrsquos aforesaid notice then Purchaser
shall have the right either to (x) complete the purchase in accordance with this Contract
without reduction in the Purchase Price or (y) declare this Contract cancelled and of no
further force or effect and receive a refund of the Downpayment in which latter event
neither party shall thereafter have any further rights against or obligations or liabilities
to the other by reason of this Contract
(d) In the event of any loss of or damage to the Common Elements which
does not materially and adversely affect access to or use of the Unit Purchaser shall
accept title to the Unit in accordance with this Contract without abatement of the
Purchase Price
20 Internal Revenue Service Reporting Requirement Each party shall
execute acknowledge and deliver to the other party such instruments and take such other
actions as such other party may reasonably request in order to comply with IRC sect
6045(e) as amended or any successor provision or any regulations promulgated pursuant
thereto insofar as the same requires reporting of information in respect of real estate
transactions The provisions of this para 20 shall survive the Closing The parties
designate _________________________________ as the attorney responsible for
reporting this information as required by law
21 Broker Seller and Purchaser represent and warrant to each other that the only
real estate broker with whom they have dealt in connection with this Contract and the
transaction set forth herein is ______________________________ and that they know of
no other real estate broker who has claimed or may have the right to claim a commission
in connection with this transaction The commission of such real estate broker shall be
paid by Seller pursuant to separate agreement If no real estate broker is specified above
the parties acknowledge that this Contract was brought about by direct negotiation
between Seller and Purchaser and each represents to the other that it knows of no real
estate broker entitled to a commission in connection with this transaction Seller and
Purchaser shall indemnify and defend each other against any costs claims or expenses
(including reasonable attorneysrsquo fees) arising out of the breach on their respective parts of
any representation warranty or agreement contained in this para 21 The provisions of
this para 21 shall survive the Closing or if the Closing does not occur the termination of
this Contract
- 13 -
22 Mortgage Commitment Contingency (Delete paragraph if inapplicable) (a)
The obligation of Purchaser to purchase under this Contract is conditioned upon issuance
on or before ____________ days after a fully executed copy of this Contract is given to
Purchaser or Purchaserrsquos attorney in the manner set forth in paragraph 14 or
subparagraph 22(k) (the ldquoCommitment Daterdquo) 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 Purchasers sole cost and expense of $______________ for a term of at least _______
years (or such lesser sum or shorter term as Purchaser shall be willing to accept) at the
prevailing fixed or adjustable rate of interest and on other customary commitment terms
(the ldquoCommitmentrdquo) To the extent a Commitment is conditioned on the sale of
Purchaserrsquos current home payment of any outstanding debt no material adverse change
in Purchaserrsquos 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 Lenderrsquos approval of an appraisal shall not be deemed a ldquoCommitmentrdquo
hereunder until an appraisal is approved (and if that does not occur before the
Commitment Date Purchaser may cancel under subparagraph 22(e) unless the
Commitment Date is extended) Purchaserrsquos 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 Purchaserrsquos
election more than one Institutional Lender for such mortgage loan (ii) furnish accurate
and complete information regarding Purchaser and members of Purchaserrsquos 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 22(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 (ldquoMortgage Brokerrdquo) shall constitute full compliance with
the terms and conditions set forth in subparagraph 22(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 22
- 14 -
(e) If no Commitment is issued by the 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 22(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 22
(f) If this Contract is canceled by Purchaser pursuant to subparagraphs
22(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 21
(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 22(a) then Purchaser shall be deemed to have waived
Purchaserrsquos right to cancel this Contract and to receive a refund of the Downpayment by
reason of the contingency contained in this paragraph 22
(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 of its obligations under this
paragraph 22) and except as set forth in paragraph 21
(i) The attorneys for the parties are hereby authorized to give and receive
on behalf of their clients all Notices and deliveries under this paragraph 22
(j) For purposes of this Contract the term ldquoInstitutional Lenderrdquo 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
(k) For purposes of subparagraph (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
- 15 -
23 Gender Etc As used in this Contract the neuter includes the masculine and
feminine the singular includes the plural and the plural includes the singular as the
context may require
24 Entire Contract All prior understandings and agreements between Seller and
Purchaser are merged in this Contract and this Contract supersedes any and all
understandings and agreements between the parties and constitutes the entire agreement
between them with respect to the subject matter hereof
25 Captions The captions in this Contract are for convenience and reference
only and in no way define limit or describe the scope of this Contract and shall not be
considered in the interpretation of this Contract or any provision hereof
26 No Assignment by Purchaser Purchaser may not assign this Contract or any
of Purchaserrsquos rights hereunder
27 Successors and Assigns Subject to the provisions of para 26 the provisions
of this Contract shall bind and inure to the benefit of both Purchaser and Seller and their
respective distributees executors administrators heirs legal representatives successors
and permitted assigns
28 No Oral Changes This Contract cannot be changed or terminated orally Any
changes or additional provisions must be set forth in a rider attached hereto or in a
separate written agreement signed by both parties to this Contract
29 Contract Not Binding Until Signed This Contract shall not be binding or
effective until properly executed and delivered by Seller and Purchaser
30 Lead-Based Paint If applicable the complete and fully executed disclosure
of information on lead-based paint andor lead-based paint hazards is attached hereto and
made a part hereof
IN WITNESS WHEREOF the parties hereto have duly executed this Contract
on the day and year first above written
Seller Purchaser
_________________________________ ____________________________________
- 16 -
Agreed to as to para 16 ________________________________
Giddins Claman LLP Escrowee
Escrow Depository
Address
SCHEDULE A - Permitted Exceptions
1 Zoning laws and regulations and landmark historic or wetlands designation
which are not violated by the Unit and which are not violated by the Common Elements
to the extent that access to or use of the Unit would be materially and adversely affected
2 Consents for the erection of any structure or structures on under or above any
street or streets on which the Building may abut
3 The terms burdens covenants restrictions conditions easements and rules
and regulations set forth in the Declaration By-Laws and rules and regulations of the
Condominium the Power of Attorney from Purchaser to the board of managers of the
Condominium and the floor plans of the Condominium all as may be amended from time
to time
4 Rights of utility companies to lay maintain install and repair pipes lines
poles conduits cable boxes and related equipment on over and under the Building and
Common Elements provided that none of such rights imposes any monetary obligation
on the owner of the Unit or materially interferes with the use of or access to the Unit
5 Encroachments of stoops areas cellar steps trim cornices lintels window
sills awnings canopies ledges fences hedges coping and retaining walls projecting
from the Building over any street or highway or over any adjoining property and
encroachments of similar elements projecting from adjoining property over the Common
Elements
6 Any state of facts which an accurate survey or personal inspection of the
Building Common Elements or Unit would disclose provided that such facts do not
prevent the use of the Unit for dwelling purposes For the purposes of this Contract none
of the facts shown on the survey if any identified below shall be deemed to prevent the
use of the Unit for dwelling purposes and Purchaser shall accept title subject thereto
- 17 -
The survey referred to in No 6 above was prepared by
___________________________ dated _____________________ and last revised
____________________
7 The lien of any unpaid common charge real estate tax water charge sewer
rent or vault charge provided the same are paid or apportioned at the Closing as herein
provided
8 The lien of any unpaid assessments to the extent of installments thereof
payable after the Closing
9 Liens encumbrances and title conditions affecting the Common Elements
which do not materially and adversely affect the right of the Unit owner to use and enjoy
the Common Elements
10 Notes or notices of violations of law or governmental orders ordinances or
requirements (a) affecting the Unit and noted or issued subsequent to the date of this
Contract by any governmental department agency or bureau having jurisdiction and (b)
any such notes or notices affecting only the Common Elements which were noted or
issued prior to or on the date of this Contract or at any time hereafter
11 Any other matters or encumbrances subject to which Purchaser is required to
accept title to the Unit pursuant to this Contract
ABOUT THE SPEAKERS
Lisa Lippman Senior Vice President and Director was the 1 broker at Brown Harris Stevens in 2009 With 13 years of experience selling real estate Lisa specializes in the sale of high end cooperatives condominiums and townhomes throughout Manhattan As is clear from her record even in tough times Lisa manages to both sell and find homes for her clients
Other awards Lisa has won in the last few years include
middotWall Street Journal top 400-Lisa was 11 in the nation and 2 in Manhattan 2009middotWall Street Journal top 50 brokers in America 2007middotBrown Harris Stevens Westside Office Broker of the Year All Years 2006 - 2009 middotBrown Harris Stevens Westside Office Listing Broker of the Year 2007 2008 2009middotBrown Harris Stevens Largest New Development Deal of the Year 2009
Prior to becoming a real estate broker Lisa spent several years as a lawyer practicing litigation at two prestigious law firms She graduated from The University of Pennsylvania in 1986 and earned her law degree from Cardozo in 1990 Lisarsquos legal background affords her a keen understanding of the negotiation process as well as the complexities needed to complete the deal
A New York City resident for 24 years Lisa offers impeccable knowledge of the market as it applies across all neighborhoods She has lived downtown on the Upper East Side and has now resided on the Upper West Side for the past 14 years Additionally as the mother of three children Lisa is personally involved in the decisions all buyers face in choosing a neighborhood and a home
Lisa takes pride in being a straight-forward intelligent and honest broker She understands the individual needs of each client as well as their comfort with the purchase andor sale process Her listening talents combined with her unbeatable memory work ethic and negotiation skills allow her to service her buyers and sellers most effectively Lisa is also active in the New York community including the UJA and her childrenrsquos school All of this enables her to offer a well-rounded approach to navigating the New York real estate landscape bringing to life the nuances and charms that the City and its real estate market have to offer
LISA LIPPMANSenior Vice PresidentDirector
Lisa Lippman bull 212- 588-5606 bull fax 212-418-9733 bull llippmanbhsusacom
GIDDINS bull CLAMAN LLP
Attorneys at Law
675 THIRD AVENUE
29TH
FLOOR
NEW YORK NEW YORK 10017
(212)573-6703
FAX (212)949-1923 Paul M Giddins
Scott Claman
Giddins Claman LLP ndash Firm Biography
Giddins Claman LLP (formerly Giddins Claman amp Langs LLP) was
established in 1988 by Paul M Giddins formerly an Assistant District Attorney in
the New York County District Attorneyrsquos Office For over 20 years the firm has
specialized in real estate matters in the New York City metropolitan area with an
active transactional real estate practice Mr Giddins has specialized in residential
real estate during that time In addition to purchase sale and refinance transactions
Mr Giddins represents cooperative apartment boards of directors and condominium
boards of managers Mr Giddins also regularly gives lectures and seminars on real
estate matters for many of the prominent real estate brokerage firms in New York
Scott Claman has been in the practice of law in New York for over 26 years
and joined the firm as a member in 1996 having previously been a partner at a law
firm that specialized in the representation of cooperative apartment boards of
directors and condominium boards of managers Mr Claman is regularly engaged
in a variety of transactional real estate matters ranging from commercial leasing
mortgage financing and asset dispositions to individual apartment and house sales
In addition to individual and institutional owners of residential and commercial real
estate Mr Claman also represents cooperative apartment boards of directors and
condominium boards of managers and has given numerous lectures and seminars
on real estate matters for the Real Estate Board of New York and for many of the
prominent real estate brokerage firms in New York
Steven M Nachman serves as Of Counsel to the firm in connection with
commercial and general litigation matters Mr Nachman formerly associated with
the firm of Stroock amp Stroock amp Lavan has over 20 years of civil litigation
experience
Giddins Claman LLP is proud to provide our clients with the benefits of our
collective experience as seasoned litigators and transactional real estate specialists
while maintaining our personal commitment to represent our clients in a manner
associated with a smaller practice
ManhattanResidential Market Report
Fourth Quarter 2010
Manhattan Cooperatives and Condominiums
2 Fourth Quarter 2010
Average and Median Sale Price
Cooperative Average Sale Price
Condominium Average Sale Price
Cover Property BrownHarrisStevenscom WEB272151
Average Sale Price Median Sale Price
Prices for Manhattan apartments continued to edge upward
as their average sale price of $1432787 was 8 higher
than a year ago This marked the sixth straight quarter that
the average price has risen While the number of recorded
transactions fell 25 from a year ago the fourth quarter of 2009
was uncharacteristically busy due to pent-up demand after the
collapse of Lehman Brothers had frozen the market earlier that year
The average co-op price continued to rise sharply as
more buyers favored larger apartments compared to a year ago Two-bedroom and larger
units accounted for 45 of co-op sales up from 40 a year ago This helped push
the overall average co-op price up 17 from 2009rsquos fourth
quarter to $1158333
Condo prices averaged $1751219 during the fourth
quarter 1 higher than a year ago One-bedrooms posted the
biggest increase in average price rising 9 over the past year
to $844964
Studio 1-Bedroom 2-Bedroom 3+Bedroom All
4th Q 10 $342545 $593718 $1231116 $3150700 $1158333
3rd Q 10 $366086 $606444 $1206257 $3049980 $1156733
2nd Q 10 $356696 $597311 $1301392 $2872496 $1065814
1st Q 10 $334307 $587538 $1132150 $3098881 $1079195
4th Q 09 $345725 $585238 $1133967 $3001012 $990921
Studio 1-Bedroom 2-Bedroom 3+Bedroom All
4th Q 10 $495002 $844964 $1637638 $4567750 $1751219
3rd Q 10 $495876 $809514 $1596021 $3835376 $1724180
2nd Q 10 $464559 $840829 $1570772 $3922994 $1686690
1st Q 10 $529970 $819785 $1608375 $4250098 $1730415
4th Q 09 $554568 $772525 $1583362 $4574080 $1732362
Average Sale Price Median Sale Price
$1600000
$1400000
$1200000
$1000000
$800000
$400000
$600000
$1369883 $820000
1Q10
$1324504 $800000
4Q09
$1432787 $840000
4Q10
$1423378 $890000
3Q10
$1377135 $842779
2Q10
Fourth Quarter 2010 3
New Developments Lofts
Time on the Market
Excludes new developments and units listed over one year Based on the last asking price Excludes new developments
Average Price Per Square Foot
New development prices averaged $1099 per square foot 11 less than during the fourth quarter of 2009 This was due in part to an increase in the percent of new development sales in Northern Manhattan from 9 a year ago to 15 At $1052 the average price per square foot for loft apartments was 3 higher than during 2009rsquos fourth quarter
Apartments sold during the quarter spent an average of 113 days on the market 14 less time than a year ago Sellers received 955 of the last asking price up slightly from the fourth quarter of 2009
Asking Vs Selling Price
$700
$900
$1100
$1300 $1099
4Q10
$1238
4Q09
$1146
1Q10 2Q10
$1176
$700
$900
$1100
$1300 $1052
4Q10
$1017
4Q09
$1037
1Q10
$1066
2Q10
$1112
3Q10
$1077
3Q10
75 days
100 days
125 days
150 days 113
4Q10
132
4Q09
119
1Q10
112
2Q10
85
90
95
100 955
4Q10
954
4Q09
962
1Q10
97
3Q10
959
3Q10
966
2Q10
Generally 59th to 96th Street Fifth Avenue to the East River
Cooperative Condominium
East sidE
4 Fourth Quarter 2010
Average Price Per Square Foot
At an average of $1581971 prices for two-bedroom East Side
apartments were 14 higher than a year ago The average price fell
13 for three-bedroom and larger apartments due in part to 2 closings
of over $30 million a year ago inflating that figure Co-ops fared better than condos as the average
price per room rose for both prewar and postwar co-ops over the past year
while the average condo price per square foot fell
Average Price Per Room
4Q09 4Q10
Studio 1-Bedroom 2-Bedroom 3+Bedroom
Percent of Sales
4th Q 09 10 35 36 19
4th Q 10 11 39 28 22
Average Price
4th Q 09 $351462 $647300 $1383364 $4146087
4th Q 10 $355459 $647207 $1581971 $3605513
Change 1 0 14 -13
$100000
$300000
$150000
$200000
$250000
$350000
$400000
$50000
$200
$1000
$400
$600
$800
$1200
$1400
$0
Postwar
$204713 $210559
Prewar
$348425 $383335
4Q10
$1126
4Q09
$1168
Generally 59th to 110th Street Hudson River to West of Fifth Avenue
WEst sidE
Fourth Quarter 2010 5
Cooperative CondominiumAverage Price Per Room Average Price Per Square Foot
With the exception of studios prices rose for all other size categories of apartments on
the West Side led by a 21 gain in the average price for
three-bedroom and larger units This increase was helped by
535 West End Avenue whose three-bedroom closing prices averaged over $115 million
in the fourth quarter Co-ops remained strong as the average
price per room rose 21 for prewar and 12 for postwar co-ops on the West Side The average condo price per square
foot rose 3 to $1309 making the West Side the only
area where both co-op and condo prices were higher
than a year ago
4Q09 4Q10
Studio 1-Bedroom 2-Bedroom 3+Bedroom
Percent of Sales
4th Q 09 10 37 37 16
4th Q 10 8 33 38 21
Average Price
4th Q 09 $417466 $656421 $1326640 $3325062
4th Q 10 $391228 $766529 $1378920 $4030338
Change -6 17 4 21
$125000
$225000
$150000
$175000
$200000
$250000
$275000
$100000
$200
$1000
$400
$600
$800
$1200
$1400
$0
4Q09
$1267
4Q10
$1309
Prewar
$215967 $260653
Postwar
$189264 $212348
MidtoWn East Generally 34th to 59th Street Fifth Avenue to the East River
MidtoWn
MidtoWn WEst Generally 34th to 59th Street Hudson River to West of Fifth Avenue
6 Fourth Quarter 2010
Cooperative Condominium
Cooperative Condominium
Average Price Per Room Average Price Per Square Foot
Average Price Per Room Average Price Per Square Foot
A couple of high-end closings at The Plaza and One Beacon Court helped bring the average condo price per square foot 27 higher in the Midtown East market compared
to a year ago The average price per room fell 5 for prewar while rising
8 for postwar co-ops
The average price per square foot rose 12 for condos over the
past year in the Midtown West market A number of closings at The Sheffield and Platinum
helped bring up this figure The average price per room fell for
both prewar and postwar co-ops in this market compared
to a year ago
$175000
$100000
$125000
$150000
$200000
$225000
$1000
$250
$500
$750
$1250
$1500
4Q09 4Q10
$212198 $200857
Prewar
$188662 $204639
Postwar
$1171
4Q09
$1485
4Q10
$252044 $199029 $231213 $221850 $1180$1055
4Q10Prewar Postwar 4Q09
$1000
$250
$500
$750
$1250
$1500
4Q09 4Q10
$200000
$50000
$100000
$150000
$250000
$300000
Cooperative Condominium
Fourth Quarter 2010 7
Average Price Per Room Average Price Per Square Foot
South of 34th Street
doWntoWn
While the average price fell 23 for three-bedroom and
larger apartments Downtown from a year ago a large
number of closings at the Superior Ink building inflated 2009rsquos figure This also is a reason why the overall condo
price per square foot fell 10 from a year ago The average
co-op price per room rose 13 for prewar and 4 for
postwar units from 2009rsquos fourth quarter
4Q09 4Q10
Studio 1-Bedroom 2-Bedroom 3+Bedroom
Percent of Sales
4th Q 09 17 43 28 12
4th Q 10 16 41 31 12
Average Price
4th Q 09 $452722 $704292 $1615877 $4665379
4th Q 10 $444618 $741919 $1581625 $3605513
Change -2 5 -2 -23
Prewar
$208503 $235826
Postwar
$188600 $195854
$100000
$200000
$125000
$150000
$175000
$225000
$250000
$75000
$800
$1200
$900
$1000
$1100
$1300
$1400
$700
4Q09
$1326
4Q10
$1194
Cooperative CondominiumAverage Price Per Room Average Price Per Square Foot
Generally North of 96th Street on the East Side and 110th Street on the West Side
NEW YORK CITY bull PALM BEACH bull THE HAMPTONS bull NORTH FORK 2129069200
EAST SIDE445 Park AvenueHall F Willkie PresidentRuth McCoy EVPManaging Director of Sales
UPPER EAST SIDE1121 Madison AvenuePeter R Marra EVPManaging Director of Sales
EDWARD LEE CAVE DIVISION790 Madison AvenueCaroline E Y GuthriePresident
WEST SIDE1926 BroadwayJames M Gricar EVP Managing Director of Sales
BROOKLYN HEIGHTS129 Montague StreetChristopher Thomas EVPManaging Director of Sales
PARK SLOPE100 Seventh AvenueMaryAnn Albano EVPManaging Director of Sales
NEW DEVELOPMENT445 Park Avenue James M GricarManaging DirectorBrown Harris Stevens On-Site Marketing and Sales
Prepared by Gregory Heym Chief Economist Brown Harris Stevenscopy2010 by Brown Harris Stevens All Rights Reserved This information may not be copied used or distributed without Brown Harris Stevensrsquo consent While information is believed true no guaranty is made of accuracy
While the average price fell for three-bedroom and larger apartments it was higher for
all other size categories in Northern Manhattan Condo
prices rose slightly as their average price per square foot of $566 was up 1 from a
year ago The average price per room fell for both prewar and
postwar co-ops compared to a year ago
This report is based on 1901 reported Manhattan apartment sales 25 less than were reported during last yearrsquos comparable period
VILLAGE2 Fifth AvenueKevin Kovesci EVPManaging Director of Sales
TRIBECA43 North MooreKevin Kovesci EVPManaging Director of Sales
northErn Manhattan
Studio 1-Bedroom 2-Bedroom 3+Bedroom
Percent of Sales
4th Q 09 6 35 43 16
4th Q 10 8 38 38 16
Average Price
4th Q 09 $227611 $352759 $567332 $1101778
4th Q 10 $319798 $394509 $577071 $710832
Change 41 12 2 -35
$100
$500
$200
$300
$400
$600
$700
$0
4Q09 4Q10
4Q09
$563
4Q10
$566
$70000
$110000
$80000
$90000
$100000
$120000
$130000
$60000
Prewar
$120601 $97757
Postwar
$110104 $106330
Faculty Biographies
REAL PROPERTY SECTION gt Officer Bio
Chair Leo Genn Esq
Office Address Northside Center for Child Development 1301 Fifth Ave New York NY 10029-3119
Phone 212-426-3406 Fax 212-410-7561 Email lgenn_esqyahoocom
After working briefly as a litigator Mr Genn became House Counsel at NorthsideCenter for Child Development a Manhattan-based not for profit where he handles contract negotiations commercial leasing property management and insurance issues Mr Genn also writes government grants Before law school Mr Genn spent eight years managing commercial and residential real estate in New York City Mr Genn has also worked for New York Citys Office of Economic Development In March 2002 Mr Genns article on the notice requirements in foreclosure proceedings appeared on thecover of the New York Real Estate Law Reporter Mr Gennrsquos favorite law quote is Oliver Wendell Holmes remark A word is not a crystal transparent and unchanged it isthe skin of a living thought and may vary greatly in color and content according to thecircumstances and time in which it is used Mr Gennrsquos favorite case is Raffles v
ichelhaus and his favorite legal fiction is promissory estoppel W
Paul M Giddins Partner
Giddins Claman LLP Paul M Giddins is a partner at Giddins Claman LLP a law firm in New York City Mr Giddins received a Bachelor of Arts degree from Trinity College- Hartford and a law degree from American University Washington School of Law
LISA LIPPMAN | Senior Vice President Director | Licensed Associate Real Estate Broker
printer friendly page
1926 Broadway New York NY 10023 Tel (212) 588-5606 Fax (212) 418-9733 llippmanbhsusacom download contact info view current listings view sold listings
FEATURED PROPERTY - UPPER EAST SIDE
2COOPERATIVE
25 EAST 79TH STREET
rice $1299000
isting ID 1127158
PBedrooms 2 Baths 20 L
Lisa Lippman Senior Vice President and Director was the 1 broker at Brown Harris Stevens in 2009 With 13 years of experience selling real estate Lisa specializes in the sale of high end cooperatives condominiums and townhomes throughout Manhattan As is clear from her record even in tough times Lisa manages to both sell and find homes for her clients Other awards Lisa has won in the last few years include middotWall Street Journal top 400-Lisa was 11 in the nation and 2 in Manhattan 2009 middotWall Street Journal top 50 brokers in America 2007 middotBrown Harris Stevens Westside Office Broker of the Year All Years 2006 - 2009 middotBrown Harris Stevens Westside Office Listing Broker of the Year 2007 2008 2009 middotBrown Harris Stevens Largest New Development Deal of the Year 2009 Prior to becoming a real estate broker Lisa spent several years as a lawyer practicing litigation at two prestigious law firms She graduated from The University of Pennsylvania in 1986 and earned her law degree from Cardozo in 1990 Lisas legal background affords her a keen understanding of the negotiation process as well as the complexities needed to complete the deal A New York City resident for 24 years Lisa offers impeccable knowledge of the market as it applies across all neighborhoods She has lived downtown on the Upper East Side and has now resided on the Upper West Side for the past 14 years Additionally as the mother of three children Lisa is personally involved in the decisions all buyers face in choosing a neighborhood and a home Lisa takes pride in being a straight-forward intelligent and honest broker She understands the individual needs of each client as well as their comfort with the purchase andor sale process Her listening talents combined with her unbeatable memory work ethic and negotiation skills allow her to service her buyers and sellers most effectively Lisa is also active in the New York community including the UJA and her childrens school All of this enables her to offer a well-rounded approach to navigating the New York real estate landscape bringing to life the nuances and charms that the City and its real estate market have to offer
MARKET CONDITIONS
Brown Harris Stevens
Manhattan Residential Market Report
ManhattanResidential Market Report
Third Quarter 2010
Manhattan Cooperatives and Condominiums
2 Third Quarter 2010
Average and Median Sale Price
Cooperative Average Sale Price
Condominium Average Sale Price
Cover Property BrownHarrisStevenscom WEB 1136713
Average Sale Price Median Sale Price
Manhattan apartment prices continued to rise during the third quarter reaching their highest levels
since the first quarter of 2009 At $1423378 the average
apartment price was 12 higher than a year ago The median
price rose 14 from 2009rsquos third quarter reaching $890000
The number of reported apartment closings 2471 was 4 higher
than the same period a year ago
The average price rose sharply for all sizes of co-op apartments over the past year as high-end
activity comprised a higher percentage of sales The number
of co-op sales over $7 million doubled from the third quarter
of 2009 which brought the overall average co-op price 24
higher to $1156733
Condo prices rose 2 from the third quarter of 2009 to
an average of $1724180 After sharp declines the prior two quarters the average price for studio condos rebounded to
$495876
$1600000
$1400000
$1200000
$1000000
$800000
$400000
$600000
$1369883 $820000
1Q10
$1324504 $800000
4Q09
$1274563 $781000
3Q09
$1377135 $842779
2Q10
$1423378 $890000
3Q10
Studio 1-Bedroom 2-Bedroom 3+Bedroom All
3rd Q 10 $366086 $606444 $1206257 $3049980 $1156733
2nd Q 10 $356696 $597311 $1301392 $2872496 $1065814
1st Q 10 $334307 $587538 $1132150 $3098881 $1079195
4th Q 09 $345725 $585238 $1133967 $3001012 $990921
3rd Q 09 $331046 $538369 $1069517 $2616304 $934400
Studio 1-Bedroom 2-Bedroom 3+Bedroom All
3rd Q 10 $495876 $809514 $1596021 $3835376 $1724180
2nd Q 10 $464559 $840829 $1570772 $3922994 $1686690
1st Q 10 $529970 $819785 $1608375 $4250098 $1730415
4th Q 09 $554568 $772525 $1583362 $4574080 $1732362
3rd Q 09 $508546 $792866 $1650537 $3931684 $1685855
Third Quarter 2010 3
New Developments Lofts
Time on the Market
Excludes new developments and units listed over one year Based on the last asking price Excludes new developments
Average Price Per Square Foot
Apartments in new developments sold for an average of $1112 per square foot 5 less than a year ago A decline in the number of luxury developments on the market was a major factor in this change Loft prices averaged $1077 per square foot in the third quarter up 12 from the third quarter of 2009
Units that sold in the third quarter spent an average of 97 days on the market 24 less time than a year ago This was the lowest level for time on the market level since the third quarter of 2008 Sellers received 959 of their last asking price up from 951 in 2009rsquos third quarter
$700
$900
$1100
$1300
$700
$900
$1100
$1300
75 days
100 days
125 days
150 days
85
90
95
100
Asking Vs Selling Price
$1176
3Q09
$1238
4Q09
$1146
1Q10 2Q10
$1176 $960
3Q09
$1017
4Q09
$1037
1Q10
951
3Q09
954
4Q09
962
1Q10
128
3Q09
132
4Q09
119
1Q10
112
2Q10
$1066
2Q10
966
2Q10
$1112
3Q10
$1077
3Q10
97
3Q10
959
3Q10
Generally 59th to 96th Street Fifth Avenue to the East River
Cooperative Condominium
East sidE
4 Third Quarter 2010
Average Price Per Square Foot
Co-op apartments posted strong pricing gains in the East Side market over the past year
The co-op average price per room rose 17 for prewar units and
14 for postwar units compared to the third quarter of 2009
Condo prices on the East Side averaged $1213 per square foot
3 less than a year ago
Average Price Per Room
$100000
$300000
$150000
$200000
$250000
$350000
$400000
$50000
3Q09 3Q10
$200
$1000
$400
$600
$800
$1200
$1400
$0
Studio 1-Bedroom 2-Bedroom 3+Bedroom
Percent of Sales
3rd Q 09 12 34 28 26
3rd Q 10 7 31 37 25
Average Price
3rd Q 09 $386734 $590337 $1465894 $3852286
3rd Q 10 $375666 $658875 $1449023 $3514627
Change -3 12 -1 -9
Postwar
$203293 $232575
Prewar
$281354 $328648
3Q10
$1213
3Q09
$1249
Generally 59th to 110th Street Hudson River to West of Fifth Avenue
WEst sidE
Third Quarter 2010 5
Cooperative CondominiumAverage Price Per Room Average Price Per Square Foot
The West Side market saw strong gains in the average co-op price per room over the past
year At $280327 the prewar co-op average price per room was 29 higher than a year ago
while the postwar price rose 8 to $202193 West Side condo
prices fell 4 from 2009rsquos third quarter to an average of $1254 per square foot
$200
$1000
$400
$600
$800
$1200
$1400
$0
$125000
$225000
$150000
$175000
$200000
$250000
$275000
$100000
3Q09 3Q10
Studio 1-Bedroom 2-Bedroom 3+Bedroom
Percent of Sales
3rd Q 09 7 40 41 12
3rd Q 10 9 30 36 25
Average Price
3rd Q 09 $401021 $629722 $1382135 $3470940
3rd Q 10 $399072 $697290 $1523268 $3353242
Change 0 11 10 -3
3Q09
$1306
3Q10
$1254
Prewar
$217459 $280327
Postwar
$186785 $202193
MidtoWn East Generally 34th to 59th Street Fifth Avenue to the East River
MidtoWn
MidtoWn WEst Generally 34th to 59th Street Hudson River to West of Fifth Avenue
6 Third Quarter 2010
Cooperative Condominium
Cooperative Condominium
Average Price Per Room Average Price Per Square Foot
Average Price Per Room Average Price Per Square Foot
The average condo price per square foot rose 14 over the past year in the Midtown East market to $1276 Co-op prices in this area were mixed with the average price per room down 2 for prewar
units but up 6 for postwar units
In the Midtown West market the average price per room for prewar co-ops jumped 96
from the third quarter of 2009 This was due to an unusually
weak number a year ago combined with a high number of Central Park South sales
inflating the figure in the third quarter of 2010
$150000
$75000
$100000
$125000
$175000
$200000
$750
$0
$250
$500
$1000
$1250
3Q09 3Q10
3Q09 3Q10
$1000
$250
$500
$750
$1250
$1500
3Q10
$1258$1237
3Q09
$200000
$50000
$100000
$150000
$250000
$300000
$138443 $271070
Prewar
$174573 $208409
Postwar
$201796 $198364
Prewar
$190801 $202708
Postwar
$1116
3Q09
$1276
3Q10
Cooperative Condominium
Third Quarter 2010 7
Average Price Per Room Average Price Per Square Foot
South of 34th Street
doWntoWn
Prices rose for both co-ops and condos in the Downtown market over the past year aided by a 43 increase in the average price for three-bedroom and
larger apartments The average co-op price per room rose 19 over the past year for prewar
units and 14 for postwar units Condo prices Downtown
averaged $1201 per square foot 5 more than during the third
quarter of 2009
3Q09 3Q10
Studio 1-Bedroom 2-Bedroom 3+Bedroom
Percent of Sales
3rd Q 09 15 47 28 10
3rd Q 10 15 45 29 11
Average Price
3rd Q 09 $426982 $711789 $1427071 $2643872
3rd Q 10 $461763 $755436 $1523264 $3776778
Change 8 6 7 43
Prewar
$196789 $234026
Postwar
$190826 $216683
3Q09
$1149
3Q10
$1201
$700
$1100
$800
$900
$1000
$1200
$1300
$600
$100000
$200000
$125000
$150000
$175000
$225000
$250000
$75000
Cooperative CondominiumAverage Price Per Room Average Price Per Square Foot
Generally North of 96th Street on the East Side and 110th Street on the West Side
NEW YORK CITY bull PALM BEACH bull THE HAMPTONS bull NORTH FORK 2129069200
EAST SIDE445 Park AvenueHall F Willkie PresidentRuth McCoy EVPManaging Director of Sales
UPPER EAST SIDE1121 Madison AvenuePeter R Marra EVPManaging Director of Sales
EDWARD LEE CAVE DIVISION790 Madison AvenueCaroline E Y GuthriePresident
WEST SIDE1926 BroadwayJames M Gricar EVP Managing Director of Sales
BROOKLYN HEIGHTS129 Montague StreetChristopher Thomas EVPManaging Director of Sales
PARK SLOPE100 Seventh AvenueMaryAnn Albano EVPManaging Director of Sales
NEW DEVELOPMENT445 Park Avenue James M GricarManaging DirectorBrown Harris Stevens On-Site Marketing and Sales
Prepared by Gregory Heym Chief Economist Brown Harris Stevenscopy2010 by Brown Harris Stevens All Rights Reserved This information may not be copied used or distributed without Brown Harris Stevensrsquo consent While information is believed true no guaranty is made of accuracy
The average price rose sharply over the past year for studio
and two-bedroom apartments in Northern Manhattan Studio
prices averaged $285719 a 24 increase from third
quarter of 2009 while the two-bedroom average price rose 20
to $621104 Condo prices averaged $618 per square foot
7 more than a year ago
This report is based on 2471 reported Manhattan apartment sales 4 more than were reported during last yearrsquos comparable period
VILLAGE2 Fifth AvenueKevin Kovesci EVPManaging Director of Sales
TRIBECA43 North MooreKevin Kovesci EVPManaging Director of Sales
northErn Manhattan
$100
$500
$200
$300
$400
$600
$700
$0
3Q09 3Q10
$60000
$100000
$70000
$80000
$90000
$110000
$120000
$50000
Studio 1-Bedroom 2-Bedroom 3+Bedroom
Percent of Sales
3rd Q 09 7 40 41 12
3rd Q 10 9 32 46 13
Average Price
3rd Q 09 $230833 $380770 $519583 $964950
3rd Q 10 $285719 $379154 $621104 $879888
Change 24 0 20 -9
3Q09
$579
3Q10
$618
Prewar
$103224 $114800
Postwar
$101221 $98244
IDENTIFYING THE
APARTMENT
A Sample Showsheet
B Cooperative Building Financials
Pure Perfection on Riverside Drive100 Riverside Drive Apartment 3A
This sprawling prewar 9 room home is simply exquisite The trees of Riverside Park greet you while you sit in
the new chefs kitchen open to a beautiful den (or dining room) on the park The gorgeous sunken living room
library and huge master bedroom also all have oversized picture windows on the park In addition there are
two more bedrooms a large formal dining room and a second windowed butlers kitchen that could easily be
made into an office The finishes of this home are perfect All of the bathrooms are brand new and outfitted
with custom stone There is central air and the closets have all been custom designed Currently configured as a
luxurious 3 bedroom plus maids and den the apartment could easily be a 4 bedroom plus library No detail has
been overlooked and there is fabulous sun trees and nature in almost every room Full service building with
storage and a new fitness center A truly unique and special home
WEB 917677
Full Service Prewar Coopbull Four Bedrooms and Four New Bathroomsbull
Maintenance $350634bull Central Air Conditioningbull
Financing Allowed 75bull New Chefs Kitchen with Large Double Ovenbull
Tax Deductability 39bull Custom Closetsbull
Storage Binbull Pets Allowedbull
Fitness Centerbull Laundry Room with Butlers Kitchenbull
$3999000 Listing Price
Exclusive Broker
Lisa Lippman bull 212-588-5606 bull fax 212-418-9733 bull llippmanbhsusacom
All information is from sources deemed reliable but is subject to errors omissions changes in price prior sale or withdrawal without notice No representation is made as to the accuracy of any description All measurements and squarefootages are approximate and all information should be confirmed by customer All rights to content photographs and graphics reserved to BHS Customer should consult with its counsel regarding all closing costs including without
limitation the New York State 1 tax paid by buyers on residential properties over $1 million BHS represents the sellerowner on BHSs own exclusives except if another agent of BHS represents the buyertenant in which case BHSwill be a dual agent with designated agents representing sellerowner and buyertenant BHS represents the buyertenant when showing the exclusives of other real estate firms In all instances BHS treats all parties fairly and honestly
BHS actively supports equal housing opportunities
Scott Moore bull 212-588-5608 bull fax 212-319-2633 bull smoorebhsusacom
Brown Harris Stevens Residential Sales LLC bull 212 906 9200 bull BrownHarrisStevenscomM A N H A T T A N bull B R O O K L Y N bull T H E H A M P T O N S bull N O R T H F O R K bull P A L M B E A C H
ldquoMAKING THE DEALrdquo
A REBNY Financial Statement
B Estimated Residential Closing Costs
C Sample Contracts (Co-op amp Condo)
D Sample Closing Breakdown
(Condo)
FINANCIAL STATEMENT
Name(s)
Address
The following is submitted as being true and accurate statement of the financial condition of the undersigned on the day of
January 20
ASSETS
Applicant
Co-Applicant
LIABILITIES
Applicant
Co-Applicant
Cash in Banks 550000 Notes Payable
Money Markets Funds 600000 To Banks
Contract Deposit 355000 To Relative
Investments Bonds amp Stocks To Others
- see schedule 1620000 Installment Accounts Payable
Investment in Own Business Automobile
Accounts amp Notes Receivable Other
Real Estate Owned-see schedule 1200000 Other Accounts Payable
Year Make Mortgages Payable on Real 535000
Automobiles 35000 Estate - see schedule
Personal Property amp Furniture 50000 Unpaid Real Estate Taxes
Life Insurance Unpaid Income Taxes
Cash Surrender Value 60000 Chattel Mortgages
Retirement FundsIRA Loans on Life Insurance
Policies
401K 200000 (Include Premium
Advances)
KEOGH Outstanding Credit Card
Loans
Profit SharingPension Plan Other Debts - Itemize
Other Assets TOTAL LIABILITIES 535000 0
TOTAL ASSETS 4670000 0 NET WORTH 4135000 0
COMBINED ASSETS
4670000
TOTAL LIABILITIES
amp NET WORTH 4670000 0
SOURCE OF INCOME
Applicant
Co-Applicant
COMBINED 4670000
Base Salary 350000 CONTINGENT LIABILITIES
Overtime Wages As Endorser or Co-Maker on Notes $ 0
Bonus amp Commissions 150000 Alimony $ 0
Dividends and Interest Income Child Support $ 0
Real Estate Income (Net) Are you defendant in any legal action Yes No
Explain
Other Income - Itemize Are there any unsatisfied judgments Yes No
TOTAL 500000 0 Have you ever taken bankruptcy Yes No
Explain GENERAL INFORMATION
Applicant
Co-Applicant
Personal Bank Accounts at
PROJECTED EXPENSES
MONTHLY
Maintenance $ 2857
Savings amp Loan Accounts at Apartment Financing $ 10078
Other Mortgages $ 2671
Bank Loans $
Purpose of Loan Auto Loan $
TOTAL $ 15606
The foregoing statements and details pertaining thereto both printed and written have been carefully read and the undersigned hereby
solemnly declares and certifies that the same is a full and correct exhibit of myour financial condition
Date 20 Signature __________________________________________
Signature __________________________________________
SCHEDULE OF BOND amp STOCKS
Amount of Shares
Description (Extended Valuation in Column)
Marketable Value
Non-Marketable Value
SCHEDULE OF REAL ESTATE
Description amp Location
Cost
Actual Value
Mortgage Amount
Maturity Date
SCHEDULE OF NOTES PAYABLE
Specify any assets pledges as collateral including the liabilities they secure
To Whom Payable
Date
Amount
Due
Interest
Pledged as Security
April 2009
ESTIMATED RESIDENTIAL CLOSING COSTS IN NEW YORK CITY
Broker As provided in exclusive with broker
Own Attorney Approx $2000 +- as negotiated
Managing Agentrsquos Fee Approx $500 + as determined by building
Move-out Deposit or Fee Approx $1000 as determined by building
New York City Transfer Tax 1 of entire gross purchase price if price is $500000 or under or 1425 of entire gross purchase price if price exceeds $500000
New York State Transfer Tax 04 (004) of gross purchase price
Bank Satisfaction of Mortgage Fees Approx $450 as determined by bank
Recording ACRIS other fees Approx $150
Gains Tax Withholding (Out of State Seller) 897 of gain
Non ndash US Resident (FIRPTA) 10 of price withheld or paid
Stock Transfer Tax (Co-ops Only) $005share
FOR The SelleR
Mortgage Recording Tax and Title Insurance not required for Co-ops though title insurance is available for Co-ops at other rates
For Bulk Sale Multi Family and Commercial Property NYC Transfer Tax Rates $1425 under $500000 2625 above Mortgage Recording Tax Rates 205 under $500000 28 above $500000
When purchasing a condominium unit directly from a Sponsor the Purchaser may be required to pay New York City and New York State Transfer Taxes (See ldquoFor The Sellerrdquo section above for amounts) as well as the Sponsorrsquos attorneyrsquos fee (typically around $1500)
All costs are estimated and will vary based on transaction specifics changes in rates and taxes and other factors No representation is made as to the accuracy of these estimates Parties to transactions must consult their own counsel and refer to transaction specifics for verification of all costs
Own Attorney Approx $2000 +- as negotiated
Bank Fees (application credit appraisal bank attorney and miscellaneous) Approx $2200 as determined by bank
Short-term Interest One month max (prorated for month of closing)
Miscellaneous Recording Fees Approx $500
Mortgage Recording Fee205 of entire amount of Mortgage on Loans $500000 or under or 2175 of entire amount of Mortgage on Loans exceeding $500000
Fee Title Insurance Approx $8000 for $2000000 NYC condo based on rate schedule
Mortgagee Title Insurance Approx $1500 for $1500000 NYC condo mortgage based on rate schedule
Miscellaneous Title Charges Approx $500
Managing Agentrsquos Fee Approx $500 as determined by building
Adjustments
Common Charges Approx 1 month (prorated for month of closing)
Real estate Tax escrow Approx 8 months (prorated to closing plus 6 month escrow may include insurance)
Mansion Tax 1 of entire gross purchase price if purchase price exceeds $1000000
Move-in Deposit or Fee Approx $1000 as determined by building
lien Search (Co-ops Only) Approx $350
FOR The PURChASeR
123 - Contract of sale cooperative apartment 7-01
Prepared by The Committee on Condominiums and Cooperatives of the Real Property Section of the New York State Bar Association
CONSULT YOUR LAWYER BEFORE SIGNING THIS AGREEMENT
Contract of Sale - Cooperative Apartment
This Contract is made as of October 2010 between the Seller and the Purchaser identified below
1 Certain Definitions and Information
11 The Parties are
111 Seller
Prior names used by Seller
Address
New York NY
S S No
112 Purchaserrdquo
Address
New York NY
S S No
12 The Attorneys are (name address and telephone fax)
121 Sellers Attorneyrdquo
Giddins Claman LLP
675 Third Avenue 29th Floor
New York NY 10017
Attn Paul M Giddins Esq
(212)573-6703 Fax (212)949-1923
pgiddinsgcl-lawcom
122 Purchasers Attorney
13 The Escrowee is the Sellers Attorney
14 The Managing Agent is (name address and telephone fax)
15 The real estate Broker(s) (see para 12) isare
Lisa Lippman
Company Name Brown Harris Stevens
16 The name of the cooperative housing corporation (Corporation) is
17 The Unit number is
18 The Unit is located in Premises known as
19 The Shares are the shares of the Corporation allocated to the Unit
110 The Lease is the Corporations proprietary lease or occupancy agreement for the Unit given by the Corporation which expires on
111 Personalty is the following personal property to the extent existing in the Unit on the date hereof the refrigerators freezers ranges ovens built-in microwave ovens dishwashers garbage disposal units cabinets and
counters lighting fixtures chandeliers wall-to-wall carpeting plumbing and heating fixtures central air conditioning andor window or sleeve units washing machines dryers screens and storm windows window treatments switch plates door hardware mirrors built-ins not excluded in Paragraph 112 and
112 Specifically excluded from this sale is all personal property not included in para 111 and
113 The sale [does] [does not] include Sellers interest in
Storage Servants Room Parking Space (Included Interests)
114 The Closing is the transfer of ownership of the Shares and Lease
115 The date scheduled for Closing is 2010
(Scheduled Closing Date) at 200 PM (See para 9 and 10)
116 The Purchase Price is $
1161 The Contract Deposit is $
1162 The Balance of the Purchase Price due at Closing is
$ (See para 222)
117 The monthly Maintenance charge is $ (See para 4)
118 The Assessment if any payable to the Corporation at the date of this Contract is $ payable as follows
119 SellerPurchaser shall pay the Corporations flip tax transfer fee (apart from the transfer agent fee) andor waiver of option fee (Flip Tax) if any
120 Financing Options (Delete two of the following parapara 1 20 1 1202 or 1203)
1201 Purchaser may apply for financing in connection with this sale and Purchasers obligation to purchase under this Contract is contingent upon issuance of a Loan Commitment Letter by the Loan Commitment Date (para 1812)
1202 Purchaser may apply for financing in connection with this sale but Purchasers obligation to purchase this Contract is not contingent upon issuance of a Loan Commitment Letter
1203 Purchaser shall not apply for financing in connection with this sale
121 If para 120 1 or 1202 applies the Financing Terms for para 18 are A loan of $ for a term of 30 years or such lesser amount or shorter term as applied for or acceptable to Purchaser and the Loan Commitment Date for para 18 is 30 calendar days after the Delivery Date
122 The Delivery Date of this Contract is the date on which a fully executed counterpart of this Contract is deemed given to and received by Purchaser or Purchasers Attorney as provided in para 173
123 All Proposed Occupants of the Unit are
1231 persons and relationship to Purchaser
Purchasers
1232 pets
124 The Contract Deposit shall be held in [a non] [an] IOLA escrow account If the account is a non-IOLA account then interest shall be paid to the Party entitled to the Contract Deposit The Party receiving the interest shall pay any income taxes thereon The escrow account shall be a segregated bank account at
Depository XXXX Bank
Address (See para 27)
125 This Contract is [not] continued on attached rider(s)
2 Agreement to Sell and Purchase Purchase Price Escrow
21 Seller agrees to sell to Purchaser and Purchaser agrees to purchase from Seller the Sellers Shares Lease Personalty and any Included Interests and all other items included in this sale for the Purchase Price and upon the terms and conditions set forth in this Contract
22 The Purchase Price is payable to Seller by Purchaser as follows
221 the Contract Deposit at the time of signing this Contract by Purchasers good check to the order of Escrowee and
222 the Balance at Closing only by cashiers or official bank check or certified check of Purchaser payable to the direct order of Seller The check(s) shall be drawn on and payable by a branch of a commercial or savings bank savings and loan association or trust company located in the same City or County as the Unit Seller may direct on reasonable Notice (defined in para 17) prior to Closing that all or a portion of the Balance shall be made payable to persons other than Seller (see para 177)
3 Personalty
31 Subject to any rights of the Corporation or any holder of a mortgage to which the Lease is subordinate this sale includes all of the Sellers interest if any in the Personalty and the Included Interests
32 No consideration is being paid for the Personalty or for the Included Interests nothing shall be sold to Purchaser if the Closing does not occur
33 Prior to Closing Seller shall remove from the Unit all the furniture furnishings and other property not included in this sale and repair any damage caused by such removal
4 Representations and Covenants
41 Subject to any matter affecting title to the Premises (as to which Seller makes no representations or covenants) Seller represents and covenants that
4 11 Seller is and shall at Closing be the sole owner of the Shares Lease Personalty and Included Interests with the full right power and authority to sell and assign them Seller shall make timely provision to satisfy existing security interest(s) in the Shares and Lease and have the same delivered at Closing (See para 101)
412 the Shares were duly issued fully paid for and are non-assessable
413 the Lease is and will at Closing be in full force and effect and no notice of default under the Lease is now or will at Closing be in effect
414 the Maintenance and Assessments payable as of the date hereof are as specified in para 117 and 118
415 as of this date Seller neither has actual knowledge nor has received any written notice of any increase in Maintenance or any Assessment which has been adopted by the Board of Directors of the Corporation and is not reflected in the amounts set forth in parapara 117 and 118
416 Seller has not made any material alterations or additions to the Unit without any required consent of the Corporation or to Sellers actual knowledge without compliance with all applicable law This provision shall not survive Closing
417 Seller has not entered into shall not enter into and has no actual knowledge of any agreement (other than the Lease) affecting title to the Unit or its use andor occupancy after Closing or which would be binding on or adversely affect Purchaser after Closing (eg a sublease or alteration agreement)
418 Seller has been known by no other name for the past 10 years except as set forth in para 111
419 at Closing in accordance with para 152
4191 there shall be no judgments outstanding against Seller which have not been bonded against collection out of the Unit (Judgments)
4192 the Shares Lease Personalty and any Included Interests shall be free and clear of liens (other than the Corporations general lien on the Shares for which no monies shall be owed) encumbrances and adverse interests (Liens)
4193 all sums due to the Corporation shall be fully paid by Seller to the end of the payment period immediately preceding the date of Closing
4194 Seller shall not be indebted for labor or material which might give rise to the filing of a notice of mechanics lien against the Unit or the Premises and
4195 no violations shall be of record which the owner of the Shares and Lease would be obligated to remedy under the Lease
42 Purchaser represents and covenants that
421 Purchaser is acquiring the Shares and Lease for primary residential occupancy of the Unit solely by the Proposed Occupants identified in para 1 23
422 Purchaser is not and within the past 7 years has not been the subject of a bankruptcy proceeding
423 if para 1203 applies Purchaser shall not apply for financing in connection with this purchase
424 Each individual comprising Purchaser is over the age of 18 and is purchasing for Purchasers own account (beneficial and of record)
425 Purchaser shall not make any representations to the Corporation contrary to the foregoing and shall provide all documents in support thereof required by the Corporation in connection with Purchasers application for approval of this transaction and
426 there are not now and shall not be at Closing any unpaid tax liens or monetary judgments against Purchaser
43 Each Party covenants that its representations and covenants contained in para 4 shall be true and complete at Closing and except for para 416 shall survive Closing but any action based thereon must be instituted within one year after Closing
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 Corporations 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 Corporations shareholders under Internal Revenue Code (IRC) sect216 (or any successor statute)
6 Required Approval and References
61 This sale is subject to the unconditional consent of the Corporation
62 Purchaser shall in good faith
621 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 or if para 1201 or 1202 applies and the Loan Commitment Letter is required by the Corporation within 3 business days after the earlier of (i) the Loan Commitment Date (defined in para 12 1) or (ii) the date of receipt of the Loan Commitment Letter (defined in para 1812) whether said commitment letter is conditional or unconditional
622 attend (and cause any Proposed Occupant to attend) one or more personal interviews as requested by the Corporation and
623 promptly submit to the Corporation such further references data and documents reasonably requested by the Corporation 63 Either Party after learning of the Corporations 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 Corporations 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 para 63 the Escrowee shall refund the Contract Deposit to Purchaser 64 If such consent is refused or not given due to Purchasers bad faith conduct Purchaser shall be in default and para 131 shall govern 7 Condition of Unit and Personalty Possession 71 Seller makes no representation as to the physical condition or state of repair of the Unit the Personalty the Included Interests or the Premises Purchaser has inspected or waived inspection of the Unit the Personalty and the Included Interests and shall take the same as is as of the date of
this Contract except for reasonable wear and tear However at the time of Closing the appliances shall be in working order and required smoke detector(s) shall be installed and operable 72 At Closing Seller shall deliver possession of the Unit Personalty and Included Interests in the condition required by para 71 broom clean vacant and free of all occupants and rights of possession 8 Risk of Loss 81 The provisions of General Obligations Law Section 5-1311 as modified herein shall apply to this transaction as if it were a sale of realty For purposes of this paragraph the term Unit includes built-in Personalty 82 Destruction shall be deemed material under GOL 5-1311 if the reasonably estimated cost to restore the Unit shall exceed 5 of the Purchase Price 83 In the event of any destruction of the Unit or the Premises when neither legal title nor the possession of the Unit has been transferred to Purchaser Seller shall give Notice of the loss to Purchaser (Loss Notice) by the earlier of the date of Closing or 7 business days after the date of the loss 84 If there is material destruction of the Unit without fault of Purchaser this Contract shall be deemed canceled in accordance with para 163 unless Purchaser elects by Notice to Seller to complete the purchase with an abatement of the Purchase Price or 85 Whether or not there is any destruction of the Unit if without fault of Purchaser more than 10 of the units in the Premises are rendered uninhabitable or reasonable access to the Unit is not available then Purchaser shall have the right to cancel this Contract in accordance with para 163 by Notice to Seller 86 Purchasers Notice pursuant to para 84 or para 85 shall be given within 7 business days following the giving of the Loss Notice except that if Seller does not give a Loss Notice Purchasers Notice may be given at any time at or prior to Closing 87 In the event of any destruction of the Unit Purchaser shall not be entitled to an abatement of the Purchase Price (i) that exceeds the reasonably estimated cost of repair and restoration or (ii) for any loss that the Corporation is obliged to repair or restore but Seller shall assign to Purchaser without recourse Sellers claim if any against the Corporation with respect to such loss 9 Closing Location The Closing shall be held at the location designated by the Corporation or if no such designation is made at the office of Sellers Attorney 10 Closing 101 At Closing Seller shall deliver or cause to be delivered 1011 Sellers certificate for the Shares duly endorsed for transfer to Purchaser or accompanied by a separate duly executed stock power to Purchaser and in either case with any guarantee of Sellers signature required by the Corporation 1012 Sellers counterpart original of the Lease all assignments and assumptions in the chain of title and a duly executed assignment thereof to Purchaser in the form required by the Corporation 1013 FIRPTA documents required by para 25 1014 keys to the Unit building entrance(s) and if applicable garage mailbox storage unit and any locks in the Unit 1015 if requested an assignment to Purchaser of Sellers interest in the Personalty and Included Interests 1016 any documents and payments to comply with para 152 1017 If Seller is unable to deliver the documents required in para 1011 or 1012 then Seller shall deliver or cause to be delivered all documents and payments required by the Corporation for the issuance of anew certificate for the Shares or a new Lease 102 At Closing Purchaser shall 1021 pay the Balance in accordance with para 222 1022 execute and deliver to Seller and the Corporation an agreement assuming the Lease in the form required by the Corporation and 1023 if requested by the Corporation execute and deliver counterparts of a new lease substantially the same as the Lease for the balance of the Lease term in which case the Lease shall be canceled and surrendered to the Corporation together with Sellers assignment thereof to Purchaser
103 At Closing the Parties shall complete and execute all documents necessary 1031 for Internal Revenue Service (IRS) form 1099-S or other similar requirements 1032 to comply with smoke detector requirements and any applicable transfer tax filings and 1033 to transfer Sellers interest if any in and to the Personalty and Included Interests 104 Purchaser shall not be obligated to close unless at Closing the Corporation delivers 1041 to Purchaser a new certificate for the Shares in the name of Purchaser and 1042 a written statement by an officer or authorized agent of the Corporation consenting to the transfer of the Shares and Lease to Purchaser and setting forth the amounts of and payment status of all sums owed by Seller to the Corporation including Maintenance and any Assessments and the dates to which each has been paid 11 Closing Fees Taxes and Apportionments 11 1 At or prior to Closing 1111 Seller shall pay if applicable 11111 the cost of stock transfer stamps and 11112 transfer taxes except as set forth in para 11122 1112 Purchaser shall pay if applicable 11121 any fee imposed by the Corporation relating to Purchasers financing and 11122 transfer taxes imposed by statute primarily on Purchaser (eg the mansion tax) 112 The Flip Tax if any shall be paid by the Party specified in para 119 113 Any fee imposed by the Corporation and not specified in this Contract shall be paid by the Party upon whom such fee is expressly imposed by the Corporation and if no Party is specified by the Corporation then such fee shall be paid by Seller 114 The Parties shall apportion as of 1159 PM of the day preceding the Closing the Maintenance and any other periodic charges due the Corporation (other than Assessments) and STAR Tax Exemption (if the Unit is the beneficiary of same) based on the number of the days in the month of Closing 115 Assessments whether payable in a lump sum or installments shall not be apportioned but shall be paid by the Party who is the owner of the Shares on the date specified by the Corporation for payment Purchaser shall pay any installments payable after Closing provided Seller had the right and elected to pay the Assessment in installments 116 Each Party shall timely pay any transfer taxes for which it is primarily liable pursuant to law by cashiers official bank certified or attorneys escrow check This para 116 shall survive Closing 117 Any computational errors or omissions shall be corrected within 6 months after Closing This para 117 shall survive Closing 12 Broker 121 Each Party represents that such Party has not dealt with any person acting as a broker whether licensed or unlicensed in connection with this transaction other than the Broker(s) named in para 15 122 Seller shall pay the Brokers commission pursuant to a separate agreement The Broker(s) shall not be deemed to be a third-party beneficiary of this Contract 123 This para 12 shall survive Closing cancellation or termination of this Contract 13 Defaults Remedies and Indemnities 131 In the event of a default or misrepresentation by Purchaser Sellers sole and exclusive remedies shall be to cancel this Contract retain the Contract Deposit as liquidated damages and if applicable Seller may enforce the indemnity in para 133 as to brokerage commission or sue under para 134 Purchaser prefers to limit Purchasers exposure for actual damages to the amount of the Contract Deposit which Purchaser agrees constitutes a fair and reasonable amount of compensation for Sellers damages under the circumstances and is not a penalty The principles of real property law shall apply to this liquidated damages provision 132 In the event of a default or misrepresentation by Seller Purchaser shall have such remedies as Purchaser is entitled to at law or in equity including
specific performance because the Unit and possession thereof cannot be duplicated 133 Subject to the provisions of para 43 each Party indemnifies and holds harmless the other against and from any claim judgment loss liability cost or expense resulting from the indemnitors breach of any of its representations or covenants stated to survive Closing cancellation or termination of this Contract Purchaser indemnifies and holds harmless Seller against and from any claim judgment loss liability cost or expense resulting from the Lease obligations accruing from and after the Closing Each indemnity includes without limitation reasonable attorneys fees and disbursements court costs and litigation expenses arising from the defense of any claim and enforcement or collection of a judgment under this indemnity provided the indemnitee is given Notice and opportunity to defend the claim This para 133 shall survive Closing cancellation or termination of this Contract 134 In the event any instrument for the payment of the Contract Deposit fails of collection Seller shall have the right to sue on the uncollected instrument In addition such failure of collection shall be a default under this Contract provided Seller gives Purchaser Notice of such failure of collection and within 3 business days after Notice is given Escrowee does not receive from Purchaser an unendorsed good certified check bank check or immediately available funds in the amount of the uncollected funds Failure to cure such default shall entitle Seller to the remedies set forth in Paragraph 131 and to retain all sums as may be collected andor recovered 14 Entire Agreement Modification 141 All prior oral or written representations understandings and agreements had between the Parties with respect to the subject matter of this Contract and with the Escrowee as to para 27 are merged in this Contract which alone fully and completely expresses the Parties and Escrowees agreement 142 The Attorneys may extend in writing any of the time limitations stated in this Contract Any other provision of this Contract may be changed or waived only in writing signed by the Party or Escrowee to be charged 15 Removal of Liens and Judgments 151 Purchaser shall deliver or cause to be delivered to Seller or Sellers Attorney not less than 10 calendar days prior to the Scheduled Closing Date a Lien and Judgment search except that Liens or Judgments first disclosed in a continuation search shall be reported to Seller within 2 business days after receipt thereof but not later than the Closing Seller shall have the right to adjourn the Closing pursuant to para 16 to remove any such Liens and Judgments Failure by Purchaser to timely deliver such search or continuation search shall not constitute a waiver of Sellers covenants in para 4 as to Liens and Judgments However if the Closing is adjourned solely by reason of untimely delivery of the Lien and Judgment search the apportionments under Paragraph 113 shall be made as of 1159 PM of the day preceding the Scheduled Closing Date in para 115 152 Seller at Sellers expense shall obtain and deliver to the Purchaser the documents and payments necessary to secure the release satisfaction termination and discharge or removal of record of any Liens and Judgments Seller may use any portion of the Purchase Price for such purposes 153 This para 15 shall survive Closing 16 Sellers Inability 161 If Seller shall be unable to transfer the items set forth in para 21 in accordance with this Contract for any reason other than Sellers failure to make a required payment or other willful act or omission then Seller shall have the right to adjourn the Closing for periods not exceeding 60 calendar days in the aggregate but not extending beyond the expiration of Purchasers Loan Commitment Letter if para 1201 or 1202 applies 162 If Seller does not elect to adjourn the Closing or (if adjourned) on the adjourned date of Closing Seller is still unable to perform then unless Purchaser elects to proceed with the Closing without abatement of the Purchase Price either Party may cancel this Contract on Notice to the other Party given at any time thereafter 163 In the event of such cancellation the sole liability of Seller shall be to cause the Contract Deposit to be refunded to Purchaser and to reimburse Purchaser for the actual costs incurred for Purchases lien and title search if any
17 Notices and Contract Delivery 171 Any notice or demand (Notice) shall be in writing and delivered either by hand overnight delivery or certified or registered mail return receipt requested to the Party or and simultaneously in like manner to such Partys Attorney if any and to Escrowee at their respective addresses or to such other address as shall hereafter be designated by Notice given pursuant to this para 17 172 The Contract may be delivered as provided in para 171 or by ordinary mail 173 The Contract or each Notice shall be deemed given and received 1731 on the day delivered by hand 1732 on the business day following the date sent by overnight delivery 1733 on the 5th business day following the date sent by certified or registered mail or 1734 as to the Contract only 3 business days following the date of ordinary mailing 174 A Notice to Escrowee shall be deemed given only upon actual receipt by Escrowee 175 The Attorneys are authorized to give and receive any Notice on behalf of their respective clients 176 Failure or refusal to accept a Notice shall not invalidate the Notice 177 Notice pursuant to parapara 222 and 134 may be delivered by confirmed facsimile to the Partys Attorney and shall be deemed given when transmission is confirmed by senders facsimile machine 18 Financing Provisions 181 The provisions of parapara 181 and 182 are applicable only if para 1201 or 1202 applies 1811 An Institutional Lender is any of the following that is authorized under Federal or New York State law to issue a loan secured by the Shares and Lease and is currently extending similarly secured loan commitments in the county in which the Unit is located a bank savings bank savings and loan association trust company credit union of which Purchaser is a member mortgage banker insurance company or governmental entity 1812 A Loan Commitment Letter is a written offer from an Institutional Lender to make a loan on the Financing Terms (see para 1 2 1) at prevailing fixed or adjustable interest rates and on other customary terms generally being offered by Institutional Lenders making cooperative share loans An offer to make a loan conditional upon obtaining an appraisal satisfactory to the Institutional Lender shall not become a Loan Commitment Letter unless and until such condition is met An offer conditional upon any factor concerning Purchaser (eg sale of current home payment of outstanding debt no material adverse change in Purchasers financial condition etc) is a Loan Commitment Letter whether or not such condition is met Purchaser accepts the risk that and cannot cancel this Contract if any condition concerning Purchaser is not met 182 Purchaser directly or through a mortgage broker registered pursuant to Article 12-D of the Banking Law shall diligently and in good faith 1821 apply only to an Institutional Lender for a loan on the Financing Terms (see para 121) on the form required by the Institutional Lender containing truthful and complete information and submit such application together with such documents as the Institutional Lender requires and pay the applicable fees and charges of the Institutional Lender all of which shall be performed within 5 business days after the Delivery Date 1822 promptly submit to the Institutional Lender such further references data and documents requested by the Institutional Lender and 1823 accept a Loan Commitment Letter meeting the Financing Terms and comply with all requirements of such Loan Commitment Letter (or any other loan commitment letter accepted by Purchaser) and of the Institutional Lender in order to close the loan and 1824 furnish Seller with a copy of the Loan Commitment Letter promptly after Purchasers receipt thereof 1825 Purchaser is not required to apply to more than one Institutional Lender 183 If Paragraph 1201 applies then 1831 provided Purchaser has complied with all applicable provisions of para 182 and this para 183 Purchaser may cancel this Contract as set forth below if
18311 any Institutional Lender denies Purchasers application in writing prior to the Loan Commitment Date (see Paragraph 121) or 18312 a Loan Commitment Letter is not issued by the Institutional Lender on or before the Loan Commitment Date or 18313 any requirement of the Loan Commitment Letter other than one concerning Purchaser is not met (eg failure of the Corporation to execute and deliver the Institutional Lenders recognition agreement or other document financial condition of the Corporation owner occupancy quota etc) or 18314 (i) the Closing is adjourned by Seller or the Corporation for more than 30 business days from the Scheduled Closing Date and (ii) the Loan Commitment Letter expires on a date more than 30 business days after the Scheduled Closing Date and before the new date set for Closing pursuant to this para and (iii) Purchaser is unable in good faith to obtain from the Institutional Lender an extension of the Loan Commitment Letter or a new Loan Commitment Letter on the Financing Terms without paying additional fees to the Institutional Lender unless Seller agrees by Notice to Purchaser within 5 business days after receipt of Purchasers Notice of cancellation on such ground that Seller will pay such additional fees and Seller pays such fees when due Purchaser may not object to an adjournment by Seller for up to 30 business days solely because the Loan Commitment Letter would expire before such adjourned Closing date 1832 Purchaser shall deliver Notice of cancellation to Seller within 5 business days after the Loan Commitment Date if cancellation is pursuant to para 18311 or 18312 and on or prior to the Scheduled Closing Date if cancellation is pursuant to para 18313 or 18314 1833 If cancellation is pursuant to Paragraph 18311 then Purchaser shall deliver to Seller together with Purchasers Notice a copy of the Institutional Lenders written denial of Purchasers loan application If cancellation is pursuant to para 18313 then Purchaser shall deliver to Seller together with Purchasers Notice evidence that a requirement of the Institutional Lender was not met 1834 Seller may cancel this Contract by Notice to Purchaser sent within 5 days after the Loan Commitment Date if Purchaser shall not have sent by then either (i) Purchasers Notice of cancellation or (ii) a copy of the Loan Commitment Letter to Seller which cancellation shall become effective if Purchaser does not deliver a copy of such Loan Commitment Letter to Seller within 10 business days after the Loan Commitment Date 1835 Failure by either Purchaser or Seller to deliver Notice of cancellation as required by this para 183 shall constitute a waiver of the right to cancel under this para 183 1836 If this Contract is canceled by Purchaser pursuant to this para 183 then thereafter neither Party shall have any further rights against or obligations or liabilities to the other by reason of this Contract except that the Contract Deposit shall be promptly refunded to Purchaser and except as set forth in para 12 If this Contract is canceled by Purchaser pursuant to para 18314 then Seller shall reimburse Purchaser for any non-refundable financing and inspection expenses and other sums reimbursable pursuant to para 16 1837 Purchaser cannot cancel this Contract pursuant to 18314 and cannot obtain a refund of the Contract Deposit if the Institutional Lender fails to fund the loan 18371 because a requirement of the Loan Commitment Letter concerning Purchaser is not met (eg Purchasers financial condition or employment status suffers an adverse change Purchaser fails to satisfy a condition relating to the sale of an existing residence etc) or 18372 due to the expiration of a Loan Commitment Letter issued with an expiration date that is not more than 30 business days after the Scheduled Closing Date 19 SingularPlural and JointSeveral The use of the singular shall be deemed to include the plural and vice versa whenever the context so requires If more than one person constitutes Seller or Purchaser their obligations as such Party shall be joint and several 20 No Survival No representation andor covenant contained herein shall survive Closing except as expressly provided Payment of the Balance shall constitute a discharge and release by Purchaser of all of Sellers obligations hereunder except those expressly stated to survive Closing 21 Inspections
Purchaser and Purchasers representatives shall have the right to inspect the Unit within 48 hours prior to Closing and at other reasonable times upon reasonable request to Seller 22 Governing Law and Venue This Contract shall be governed by the laws of the State of New York without regard to principles of conflict of laws Any action or proceeding arising out of this Contract shall be brought in the county or Federal district where the Unit is located and the Parties hereby consent to said venue 23 No Assignment by Purchaser Death of Purchaser 231 Purchaser may not assign this Contract or any of Purchasers rights hereunder Any such purported assignment shall be null and void 232 This Contract shall terminate upon the death of all persons comprising Purchaser and the Contract Deposit shall be refunded to the Purchaser Upon making such refund and reimbursement neither Party shall have any further liability or claim against the other hereunder except as set forth in para 12 24 Cooperation of Parties 241 The Parties shall each cooperate with the other the Corporation and Purchasers Institutional Lender and title company if any and obtain execute and deliver such documents as are reasonably necessary to consummate this sale 242 The Parties shall timely file all required documents in connection with all governmental filings that are required by law Each Party represents to the other that its statements in such filings shall be true and complete This para 242 shall survive Closing 25 FIRPTA The parties shall comply with IRC sectsect 897 1445 and the regulations thereunder as same may be amended (FIRPTA) If applicable Seller shall execute and deliver to purchaser at Closing a Certification of Non-Foreign Status (CNS) or deliver a Withholding Certificate from the IRS If Seller fails to deliver a CNS or a Withholding Certificate Purchaser shall withhold from the Balance and remit to the IRS such sum as may be required by law Seller hereby waives any right of action against Purchaser on account of such withholding and remittance This para 25 shall survive Closing 26 Additional Requirements 261 Purchaser shall not be obligated to close unless all of the following requirements are satisfied at the time of the Closing 2611 the Corporation is in good standing 2612 the Corporation has fee or leasehold title to the Premises whether or not marketable or insurable and 2613 there is no pending in rem action tax certificatelien sale or foreclosure action of any underlying mortgage affecting the Premises 262 If any requirement in para 261 is not satisfied at the time of the Closing Purchaser shall give Seller Notice and if the same is not satisfied within a reasonable period of time thereafter then either Party may cancel this Contract (pursuant to para 163) by Notice 27 Escrow Terms 271 The Contract Deposit shall be deposited by Escrowee in an escrow account as set forth in para 124 and the proceeds held and disbursed in accordance with the terms of this Contract At Closing the Contract Deposit shall be paid by Escrowee to Seller If the Closing does not occur and either Party gives Notice to Escrowee demanding payment of the Contract Deposit Escrowee shall give prompt Notice to the other Party of such demand If Escrowee does not receive a Notice of objection to the proposed payment from such other Party within 10 business days after the giving of Escrowees Notice Escrowee is hereby authorized and directed to make such payment to the demanding party If Escrowee does receive such a Notice of objection within said period or if for any reason Escrowee in good faith elects not to make such payment Escrowee may continue to hold the Contract Deposit until otherwise directed by a joint Notice by the Parties or a final non-appealable judgment order or decree of a court of competent jurisdiction However Escrowee shall have the right at any time to deposit the Contract Deposit and the interest thereon if any with the clerk of a court in the county as set forth in para 22 and shall give Notice of such deposit to each Party Upon disposition of the Contract Deposit and
interest thereon if any in accordance with this para 27 Escrowee shall be released and discharged of all escrow obligations and liabilities 272 The Party whose Attorney is Escrowee shall be liable for loss of the Contract Deposit If the Escrowee is Sellers attorney then Purchaser shall be credited with the amount of the contract Deposit at Closing 273 Escrowee will serve without compensation Escrowee is acting solely as a stakeholder at the Parties request and for their convenience Escrowee shall not be liable to either Party for any act or omission unless it involves bad faith willful disregard of this Contract or gross negligence In the event of any dispute Seller and Purchaser shall jointly and severally (with right of contribution) defend (by attorneys selected by Escrowee) indemnify and hold harmless Escrowee from and against any claim judgment loss liability cost and expenses incurred in connection with the performance of Escrowees acts or omissions not involving bad faith willful disregard of this Contract or gross negligence This indemnity includes without limitation reasonable attorneys fees either paid to retain attorneys or representing the fair value of legal services rendered by Escrowee to itself and disbursements court costs and litigation expenses 274 Escrowee acknowledges receipt of the Contract Deposit by check subject to collection
275 Escrowee agrees to the provisions of this para 27 276 If Escrowee is the Attorney for a Party Escrowee shall be permitted to represent such Party in any dispute or lawsuit 277 This para 27 shall survive Closing cancellation or termination of this Contract 28 Margin Headings The margin headings do not constitute part of the text of this Contract 29 Miscellaneous This Contract shall not be binding unless and until Seller delivers a fully executed counterpart of this Contract to Purchaser (or Purchasers Attorney) pursuant to para 172 and 173 This Contract shall bind and inure to the benefit of the Parties hereto and their respective heirs personal and legal representatives and successors in interest 30 Lead Paint If applicable the complete and fully executed Disclosure of Information on Lead Based Paint and or Lead-Based Paint Hazards is attached hereto and made a part hereof
In Witness Whereof the Parties hereto have duly executed this Contract as of the date first above written
ESCROW TERMS AGREED TO SELLER PURCHASER GIDDINS CLAMAN LLP ESCROWEE
Rider to and Part of Contract of Sale Between as Seller and as Purchaser for Unit at New York NY
31 Purchasers Additional Representations and Covenants 3 11 Supplementing para 42 of the Contract Purchaser also represents and covenants that 3111 Purchaser has and will at Closing have available unencumbered cash and cash equivalents (including publicly traded securities) in a sum at least equal to (and having a then current value of) the Balance and 3112 Purchaser has and will at and immediately following the Closing have a positive net worth 312 the Maintenance and the monthly amount of the Assessment (if any) do not aggregate more than 25 of the current total gross monthly income of the individuals comprising the Purchaser
313 (if para 1201 or para 1202 applies) the monthly debt service (interest and amortization of principal if any) of the proposed financing together with the Maintenance and the monthly Assessment amount (if any) do not aggregate more than 35 of said current total gross monthly income 32 Supplementing paragraph 4 1 Seller has no actual knowledge of a material default or condition which the Lessee is required to cure under the Lease and which remains uncured If prior to Closing Seller acquires knowledge of a such default or condition which the Lessee would be required to cure then Seller shall cure same at or prior to Closing This provision shall not survive closing
The Parties have duly executed this Rider as of the same date as the Contract SELLER PURCHASER ______________________________ _______________________________
Note This form is intended to deal with matters common to most transactions
involving the sale of a condominium unit Provisions should be added altered or
deleted to suit the circumstances of a particular transaction No representation is
made that this form of contract complies with Section 5-702 of the General
Obligations Law (ldquoPlain Language Lawrdquo)
CONSULT YOUR LAWYER BEFORE SIGNING THIS AGREEMENT
Contract of Sale - Condominium Unit
Agreement made as of 2010 between residing at Street Apt
New York NY (ldquoSellerrdquo) and residing at (ldquoPurchaserrdquo)
1 Unit Seller agrees to sell and convey and Purchaser agrees to purchase Unit
No (ldquoUnitrdquo) in the building (ldquoBuildingrdquo) known as Condominium
(ldquoCondominiumrdquo) and located at New York NY New York together with a
XXXXX percent undivided interest in the Common Elements (as defined in para 6)
appurtenant thereto all upon and subject to the terms and conditions set forth herein The
Unit shall be as designated in the Declaration of Condominium Ownership (as the same
may be amended from time to time the ldquoDeclarationrdquo) of the Condominium recorded in
New York County New York or the By-Laws (as the same may be amended from time
to time the ldquoBy-Lawsrdquo) of the Condominium
2 Personal Property (a) The sale includes all of Sellerrsquos right title and
interest if any in and to
(i) the refrigerators freezers ranges ovens built-in microwave
ovens dishwashers washing machines clothes dryers cabinets and counters lighting
and plumbing fixtures chandeliers air conditioning equipment venetian blinds shades
screens storm windows and other window treatments wall-to-wall carpeting
bookshelves switchplates door hardware and mirrors built-ins and articles of property
and fixtures attached to or appurtenant to the Unit except those listed in subpara 2(b) all
of which included property and fixtures are represented to be owned by Seller free and
clear of all liens and encumbrances other than those encumbrances (ldquoPermitted
Exceptionsrdquo) set forth on Schedule A annexed hereto and made a part hereof (strike out
inapplicable items) to the extent any of the foregoing exist in the Unit on the date
hereof and
- 2 -
(ii)
(b) Excluded from this sale are
(i) furniture and furnishings (other than as specifically provided
in this Contract) and
(ii)
(c) The property referred to in subpara 2(a)(i) and (ii) may not be
purchased if title to the Unit is not conveyed hereunder
3 Purchase Price (a) The purchase price (ldquoPurchase Pricerdquo) is $
payable as follows
(i) $ (ldquoDownpaymentrdquo) on the signing of this Contract by
good check subject to collection the receipt of which is hereby acknowledged to be held
in escrow pursuant to para 16 and
(ii) $ constituting the balance of the Purchase Price by
certified check of Purchaser or official bank check (except as otherwise provided in this
Contract) on the delivery of the deed as hereinafter provided
(b) All checks in payment of the Purchase Price shall represent United
States currency and be drawn on or issued by a bank or trust company authorized to
accept deposits in New York State All checks in payment of the Downpayment shall be
payable to the order of Escrowee (as hereinafter defined) All checks in payment of the
balance of the Purchase Price shall be payable to the order of Seller (or as Seller
otherwise directs pursuant to subparas 6(a)(viii) or 18(b))
(c) Except for the Downpayment and checks aggregating not more than
one-half of one percent of the Purchase Price One Thousand Dollars ($100000)
including payment for closing adjustments all checks delivered by Purchaser shall be
certified or official bank checks as hereinabove provided
4 Closing of Title The closing documents referred to in para 6 shall be
delivered and payment of the balance of the Purchase Price shall be made at the closing
of title (ldquoClosingrdquo) to be held on or about at AM at the offices of
Giddins Claman LLP 675 Third Avenue 29th
Floor New York NY or at the office
of Purchaserrsquos lending institution or its counsel provided however that such office is
located in either the City or County in which either (a) Sellerrsquos attorney maintains an
office or (b) the Unit is located
5 Representations Warranties and Covenants Seller represents warrants
and covenants that
- 3 -
(a) Seller is the sole owner of the Unit and the property referred to in
subpara 2(a) and Seller has the full right power and authority to sell convey and transfer
the same
(b) The common charges (excluding separately billed utility charges) for
the Unit on the date hereof are $xxxxx per month
(c) Seller has not received any written notice of any intended assessment
or increase in common charges not reflected in subpara 5(b) Purchaser acknowledges
that it will not have the right to cancel this Contract in the event of the imposition of any
assessment or increase in common charges after the date hereof of which Seller has not
heretofore received written notice
(d) The real estate taxes for the Unit for the fiscal year of ________
through ________ are $_________ Purchaser may verify the real estate taxes on the
website of the New York City Department of Finance A printout from the website
is attached
(e) Seller is not a ldquosponsorrdquo or a nominee of a ldquosponsorrdquo under any plan of
condominium organization affecting the Unit
(f) All refrigerators freezers ranges dishwashers washing machines
clothes dryers and air conditioning equipment included in this sale will be in working
order at the time of Closing
(g) If a copy is attached to this Contract the copy of the Certificate of
Occupancy covering the Unit is a true and correct copy and
(h) Seller is not a ldquoforeign personrdquo as defined in para 17 (If inapplicable
delete and provide for compliance with Code Withholding Section as defined in para
17)
6 Closing Documents (a) At the Closing Seller shall deliver to Purchaser the
following
(i) Bargain and sale deed With covenant against grantorrsquos acts
(ldquoDeedrdquo) complying with RPL sect 339-o and containing the covenant required by LL sect
13(5) conveying to Purchaser title to the Unit together with its undivided interest in the
Common Elements (as such term is defined in the Declaration and which term shall be
deemed to include Sellerrsquos right title and interest in any limited common elements
attributable to or used in connection with the Unit) appurtenant thereto free and clear of
all liens and encumbrances other than Permitted Exceptions The Deed shall be executed
and acknowledged by Seller and if requested by the Condominium executed and
acknowledged by Purchaser in proper statutory form for recording
- 4 -
(ii) If a corporation and if required pursuant to BCL sect 909 Seller
shall deliver to Purchaser (1) a resolution of its board of directors authorizing the delivery
of the Deed and (2) a certificate executed by an officer of such corporation certifying as
to the adoption of such resolution and setting forth facts demonstrating that the delivery
of the Deed is in conformity with the requirements of BCL sect 909 The Deed shall also
contain a recital sufficient to establish compliance with such law
(iii) A waiver of right of first refusal of the board of managers of
the Condominium (ldquoBoardrdquo) if required in accordance with para 8
(iv) A statement by the Condominium or its managing agent that
the common charges and any assessments then due and payable the Condominium have
been paid to the date of the Closing
(v) All keys to the doors of and mailbox for the Unit
(vi) Such affidavits andor other evidence as the title company
(ldquoTitle Companyrdquo) from which Purchaser has ordered a title insurance report and which
is authorized to do business in New York State shall reasonably require in order to omit
from its title insurance policy all exceptions for judgments bankruptcies or other returns
against Seller and persons or entities whose names are the same as or are similar to
Sellerrsquos name
(vii) New York City Real Property Transfer Tax Return if
applicable and New York State Real Estate Transfer Tax Return prepared executed and
acknowledged by Seller in proper form for submission
(viii) Checks in payment of all applicable real property transfer
taxes except a transfer tax which by law is primarily imposed on the purchaser
(ldquoPurchaser Transfer Taxrdquo) due in connection with the sale In lieu of delivery of such
checks Seller shall have the right upon reasonable prior notice to Purchaser to cause
Purchaser to deliver said checks at the Closing and to credit the amount thereof against
the balance of the Purchase Price Seller shall pay the additional transfer taxes if any
payable after the Closing by reason of the conveyance of the Unit which obligation shall
survive the Closing
(ix) Certification that Seller is not a foreign person pursuant to
para 17 or a withholding certificate from the Internal Revenue Service (If inapplicable
delete and provide for compliance with Code Section as defined in para 17) and
(x) Affidavit that a single station smoke detecting alarm device is
installed pursuant to New York Executive Law sect378(5)
(b) At the Closing Purchaser shall deliver to Seller the following
- 5 -
(i) Checks in payment of (y) the balance of the Purchase Price in
accordance with subpara 3(b) and (z) any Purchaser Transfer Tax
(ii) If required by the Declaration or By-Laws power of attorney
to the Board prepared by Seller in the form required by the Condominium The power of
attorney shall be executed and acknowledged by Purchaser and after being recorded
shall be sent to the Condominium
(iii) New York City Real Property Transfer Tax Return executed
and acknowledged by Purchaser and an Affidavit in Lieu of Registration pursuant to New
York Multiple Dwelling Law each in proper form for submission if applicable and
(iv) If required New York State Equalization Return executed
and acknowledged by Purchaser in proper form for submission
(c) It is a condition of Purchaserrsquos obligation to close title hereunder that
(i) All notes or notices of violations of law or governmental
orders ordinances or requirements affecting the Unit and noted or issued by any
governmental department agency or bureau having jurisdiction which were noted or
issued on or prior to the date hereof shall have been cured by Seller
(ii) Any written notice to Seller from the Condominium (or its
duly authorized representative) that the Unit is in violation of the Declaration By-Laws
or rules and regulations of the Condominium shall have been cured and
(iii) The Condominium is a valid condominium created pursuant
to RPL Art 9-B and the Title Company will so insure
7 Closing Adjustments (a) The following adjustments shall be made as of
1159 PM of the day before the Closing
(i) Real estate taxes and water charges and sewer rents if
separately assessed on the basis of the fiscal period for which assessed except that if
there is a water meter with respect to the Unit apportionment shall be based on the last
available reading subject to adjustment after the Closing promptly after the next reading
is available provided however that in the event real estate taxes have not as of the date
of Closing been separately assessed to the Unit real estate taxes shall be apportioned on
the same basis as provided in the Declaration or By-Laws or in the absence of such
provision based upon the Unitrsquos percentage interest in the Common Elements
(ii) Common charges of the Condominium and
(iii) If fuel is separately stored with respect to the Unit only the
value of fuel stored with respect to the Unit at the price then charged by Sellerrsquos supplier
- 6 -
(as determined by a letter or certificate to be obtained by Seller from such supplier)
including any sales taxes
(b) If at the time of Closing the Unit is affected by an assessment which is
or may become payable in installments then for the purposes of this Contract only the
unpaid installments which are then due shall be considered due and are to be paid by
Seller at the Closing All subsequent installments at the time of Closing shall be the
obligation of Purchaser
(c) Any errors or omissions in computing closing adjustments shall be
corrected This subpara 7(c) shall survive the Closing
(d) If the Unit is located in the City of New York the ldquocustoms in respect
to title closingsrdquo recommended by The Real Estate Board of New York Inc as amended
and in effect on the date of Closing shall apply to the adjustments and other matters
therein mentioned except as otherwise provided herein
8 Right of First Refusal If so provided in the Declaration or By-Laws this
sale is subject to and conditioned upon the waiver of a right of first refusal to purchase
the Unit held by the Condominium and exercisable by the Board Seller agrees to give
notice promptly to the Board of the contemplated sale of the Unit to Purchaser which
notice shall be given in accordance with the terms of the Declaration and By-Laws and
Purchaser agrees to provide promptly all applications information and references
reasonably requested by the Board If the Board shall exercise such right of first refusal
Seller shall promptly refund to Purchaser the Downpayment (which term for all purposes
of this Contract shall be deemed to include interest if any earned thereon) and upon the
making of such refund this Contract shall be deemed cancelled and of no further force or
effect and neither party shall have any further rights against or obligations or liabilities
to the other by reason of this Contract If the Board shall fail to exercise such right of
first refusal within the time and in the manner provided for in the Declaration or By-Laws
or shall declare in writing its intention not to exercise such right of first refusal (a copy of
which writing shall be delivered to Purchaser promptly following receipt thereof) the
parties hereto shall proceed with this sale in accordance with the provisions of this
Contract
9 Processing Fee Seller shall at the Closing pay all fees and charges payable
to the Condominium (andor its managing agent) in connection with this sale and
customarily charged to Sellers by the Condominium including without limitation
any processing fee the legal fees if any of the Condominiumrsquos attorney in connection
with this sale and unless otherwise agreed to by Seller and Purchaser in writing all ldquoflip
taxesrdquo transfer or entrance fees or similar charges if any payable to or for the
Condominium or otherwise for the benefit of the Condominium unit owners which arise
by reason of this sale Purchaser shall pay all fees customarily charged to Purchasers
by the Condominium or Managing Agent
- 7 -
10 No Other Representations Purchaser has examined and is satisfied with the
Declaration By-Laws and rules and regulations of the Condominium or has waived the
examination thereof Purchaser has inspected the Unit its fixtures appliances and
equipment and the personal property if any included in this sale as well as the Common
Elements of the Condominium and knows the condition thereof and subject to subpara
5(f) agrees to accept the same ldquoas isrdquo ie in the condition they are in on the date hereof
subject to normal use wear and tear between the date hereof and the Closing Purchaser
has examined or waived examination of the last audited financial statements of the
Condominium and has considered or waived consideration of all other matters pertaining
to this Contract and to the purchase to be made hereunder and does not rely on any
representations made by any broker or by Seller or anyone acting or purporting to act on
behalf of Seller as to any matters which might influence or affect the decision to execute
this Contract or to buy the Unit or said personal property except those representations
and warranties which are specifically set forth in this Contract
11 Possession Seller shall prior to the Closing remove from the Unit all
furniture furnishings and other personal property not included in this sale shall repair
any damage caused by such removal and shall deliver exclusive possession of the Unit at
the Closing vacant broom-clean and free of tenancies or other rights of use or
possession
12 Access Seller shall permit Purchaser and its architect decorator or other
authorized persons to have the right of access to the Unit between the date hereof and the
Closing for the purpose of inspecting the same and taking measurements at reasonable
times and upon reasonable prior notice to Seller (by telephone or otherwise) Further
Purchaser shall have the right to inspect the Unit at a reasonable time during the 24-hour
period immediately preceding the Closing
13 Defaults and Remedies (a) If Purchaser defaults hereunder Sellerrsquos sole
remedy shall be to retain the Downpayment as liquidated damages it being agreed that
Sellerrsquos damages in case of Purchaserrsquos default might be impossible to ascertain and that
the Downpayment constitutes a fair and reasonable amount of damages under the
circumstances and is not a penalty
(b) If Seller defaults hereunder Purchaser shall have such remedies as
Purchaser shall be entitled to at law or in equity including but not limited to specific
performance
14 Notices Any notice request or other communication (ldquoNoticerdquo) given or
made hereunder (except for the notice required by para 12) shall be in writing and either
(a) sent by any of the parties hereto or their respective attorneys by registered or certified
mail return receipt requested postage prepaid or (b) delivered in person or by overnight
courier with receipt acknowledged to the address given at the beginning of this Contract
for the party to whom the Notice is to be given or to such other address for such party as
said party shall hereafter designate by Notice given to the other party pursuant to this
- 8 -
para 14 or (c) with respect to para 6(a)(viii) or para 18(b) sent by fax to the partyrsquos
attorney Each Notice mailed shall be deemed given on the third business day following
the date of mailing the same and each Notice delivered in person or by overnight courier
shall be deemed given when delivered A copy of each notice sent to a party shall also be
sent to the partyrsquos attorney Each notice sent by fax shall be deemed given when
transmission is confirmed by the senders fax machine The attorneys for the parties are
hereby authorized to give and receive on behalf of their clients all Notices and deliveries
15 Purchaserrsquos Lien The Downpayment and all other sums paid on account of
this Contract and the reasonable expenses of the examination of title to and departmental
violation searches in respect of the Unit are hereby made a lien upon the Unit but such
lien shall not continue after default by Purchaser hereunder
16 Downpayment in Escrow (a) Sellerrsquos attorney (ldquoEscroweerdquo) shall hold the
Downpayment in escrow in a segregated bank account at the depository identified at the
end of this Contract until Closing or sooner termination of this Contract and shall pay
over or apply the Downpayment in accordance with the terms of this para 16 Escrowee
shall hold the Downpayment in a(n) interest-bearing Escrow account for the benefit of
the parties If interest is held for the benefit of the parties it shall be paid to the party
entitled to the Downpayment and the party receiving the interest shall pay any income
taxes thereon If interest is not held for the benefit of the parties the Downpayment shall
be placed in an IOLA account or as otherwise permitted or required by law The Social
Security or Federal Identification numbers of the parties shall be furnished to Escrowee
upon request At Closing the Downpayment shall be paid by Escrowee to Seller If for
any reason Closing does not occur and either party gives Notice (as defined in paragraph
14) to Escrowee demanding payment of the Downpayment Escrowee shall give prompt
Notice to the other party of such demand If Escrowee does not receive Notice of
objection from such other party to the proposed payment within 10 business days after
the giving of such Notice Escrowee is hereby authorized and directed to make such
payment If Escrowee does receive such Notice of objection within such 10 day period or
if for any other reason Escrowee in good faith shall elect not to make such payment
Escrowee shall continue to hold such amount until otherwise directed by Notice from the
parties to this Contract or a final nonappealable judgment order or decree of a court
However Escrowee shall have the right at any time to deposit the Downpayment with the
clerk of a court in the county in which the Unit is located and shall give Notice of such
deposit to Seller and Purchaser Upon such deposit or other disbursement in accordance
with the terms of this para 16 Escrowee shall be relieved and discharged of all further
obligations and responsibilities hereunder
(b) The parties acknowledge that Escrowee is acting solely as a
stakeholder at their request and for their convenience and that Escrowee shall not be
liable to either party for any act or omission on its part unless taken or suffered in bad
faith or in willful disregard of this Contract or involving gross negligence on the part of
Escrowee Seller and Purchaser jointly and severally (with right of contribution) agree to
- 9 -
defend (by attorneys selected by Escrowee) indemnify and hold Escrowee harmless from
and against all costs claims and expenses (including reasonable attorneysrsquo fees) incurred
in connection with the performance of Escroweersquos 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 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 Escroweersquos agreement to the provisions of this para 16 by signing in
the place indicated in this Contract
(e) Escrowee or any member of its firm shall be permitted to act as
counsel for Seller in any dispute as to the disbursement of the Downpayment or any other
dispute between the parties whether or not Escrowee is in possession of the
Downpayment and continues to act as Escrowee
(f) The party whose attorney is Escrowee shall be liable for loss of the
Downpayment
17 FIRPTA Seller represents and warrants to Purchaser that Seller is not a
ldquoforeign personrdquo as defined in IRC sect 1445 as amended and the regulations issued
thereunder (ldquoCode Withholding Sectionrdquo) At the Closing Seller shall deliver to
Purchaser a certificate stating that Seller is not a foreign person in the form then required
by the Code Withholding Section or a withholding certificate from the Internal Revenue
Service In the event Seller fails to deliver the aforesaid certificate or in the event that
Purchaser is not entitled under the Code Withholding Section to rely on such certificate
Purchaser shall deduct and withhold from the Purchase Price a sum equal to 10 thereof
and shall at Closing remit the withheld amount with the required forms to the Internal
Revenue Service
18 Title Report Acceptable Title (a) Purchaser shall promptly after the date
hereof or after receipt of the mortgage commitment letter if applicable order a title
insurance report from the Title Company Promptly after receipt of the title report and
thereafter of any continuations thereof and supplements thereto Purchaser shall forward a
copy of each such report continuation or supplement to the attorney for Seller Purchaser
shall further notify Sellerrsquos attorney of any other objections to title not reflected in such
title report of which Purchaser becomes aware following the delivery of such report
reasonably promptly after becoming aware of such objections
(b) Any unpaid taxes assessments water charges and sewer rents
together with the interest and penalties thereon to a date not less than two days following
- 10 -
the date of Closing and any other liens and encumbrances which Seller is obligated to
pay and discharge or which are against corporations estates or other persons in the chain
of title together with the cost of recording or filing any instruments necessary to
discharge such liens and encumbrances of record may be paid out of the proceeds of the
monies payable at the Closing if Seller delivers to Purchaser at the Closing official bills
for such taxes assessments water charges sewer rents interest and penalties and
instruments in recordable form sufficient to discharge any other liens and encumbrances
of record Upon request made a reasonable time before the Closing Purchaser shall
provide at the Closing separate checks for the foregoing payable to the order of the holder
of any such lien charge or encumbrance and other wise complying with subpara 3(b) If
the Title Company is willing to insure Purchaser that such charges liens and
encumbrances will not be collected out of or enforced against the Unit and is willing to
insure the lien of Purchaserrsquos Institutional Lender (as hereinafter defined) free and clear
of any such charges liens and encumbrances then Seller shall have the right in lieu of
payment and discharge to deposit with the Title Company such funds or to give such
assurances or to pay such special or additional premiums as the Title Company may
require in order to so insure In such case the charges liens and encumbrances with
respect to which the Title Company has agreed so to insure shall not be considered
objections to title
(c) Seller shall convey and Purchaser shall accept fee simple title to the
Unit in accordance with the terms of this Contract subject only to (a) the Permitted
Exceptions and (b) such other matters as (i) the Title Company or any other title insurer
licensed to do business by the State of New York shall be willing without special or
additional premium to omit as exceptions to coverage or to except with insurance against
collection out of or enforcement against the Unit and (ii) shall be accepted by any lender
which has committed in writing to provide mortgage financing to Purchaser for the
purchase of the Unit (ldquoPurchaserrsquos Institutional Lenderrdquo) except that if such
acceptance by Purchaserrsquos Institutional Lender is unreasonably withheld or delayed such
acceptance shall be deemed to have been given
(d) Notwithstanding any contrary provisions in this Contract express or
implied or any contrary rule of law or custom if Seller shall be unable to convey the
Unit in accordance with this Contract (provided that Seller shall release discharge or
otherwise cure at or prior to Closing any matter created by Seller after the date hereof and
any existing mortgage unless this sale is subject to it) and if Purchaser elects not to
complete this transaction without abatement of the Purchase Price the sole obligation and
liability of Seller shall be to refund the Downpayment to Purchaser together with the
reasonable cost of the examination of title to and departmental violation searches in
respect of the Unit and upon the making of such refund and payment this Contract shall
be deemed cancelled and of no further force or effect and neither party shall have any
further rights against or obligations or liabilities to the other by reason of this Contract
However nothing contained in this subpara 18(d) shall be construed to relieve Seller
from liability due to a willful default
- 11 -
19 Risk of Loss Casualty (a) The risk of loss or damage to the Unit or the
personal property included in this sale by fire or other casualty until the earlier of the
Closing or possession of the Unit by Purchaser is assumed by Seller but without any
obligation of Seller to repair or replace any such loss or damage unless Seller elects to do
so as hereinafter provided Seller shall notify Purchaser of the occurrence of any such
loss or damage to the Unit or the personal property included in this sale within 10 days
after such occurrence or by the date of Closing whichever first occurs and by such
notice shall state whether or not Seller elects to repair or restore the Unit andor the
personal property as the case may be If Seller elects to make such repairs and
restorations Sellerrsquos notice shall set forth an adjourned date for the Closing which shall
be not more than 60 days after the date of the giving of Sellerrsquos notice If Seller either
does not elect to do so or having elected to make such repairs and restorations fails to
complete the same on or before said adjourned date for the Closing Purchaser shall have
the following options
(i) To declare this Contract cancelled and of no further force or
effect and receive a refund of the Downpayment in which event neither party shall
thereafter have any further rights against or obligations or liabilities to the other by
reason of this Contract or
(ii) To complete the purchase in accordance with this Contract
without reduction in the Purchase Price except as provided in the next sentence If Seller
carries hazard insurance covering such loss or damage Seller shall turn over to Purchaser
at the Closing the net proceeds actually collected by Seller under the provisions of such
hazard insurance policies to the extent that they are attributable to loss of or damage to
any property included in this sale less any sums theretofore expended by Seller in
repairing or replacing such loss or damage or in collecting such proceeds and Seller shall
assign (without recourse to Seller) Sellerrsquos right to receive any additional insurance
proceeds which are attributable to the loss of or damage to any property included in this
sale
(b) If Seller does not elect to make such repairs and restorations
Purchaser may exercise the resulting option under (i) or (ii) of (a) above only by notice
given to Seller within 10 days after receipt of Sellerrsquos notice If Seller elects to make such
repairs and restorations and fails to complete the same on or before the adjourned closing
date Purchaser may exercise either of the resulting options within 10 days after the
adjourned closing date
(c) In the event of any loss of or damage to the Common Elements which
materially and adversely affects access to or use of the Unit arising after the date of this
Contract but prior to the Closing Seller shall notify Purchaser of the occurrence thereof
within 10 days after such occurrence or by the date of Closing whichever occurs first in
which event Purchaser shall have the following options
- 12 -
(i) To complete the purchase in accordance with this Contract
without reduction in the Purchase Price or
(ii) To adjourn the Closing until the first to occur of (1)
completion of the repair and restoration of the loss or damage to the point that there is no
longer a materially adverse effect on the access to or use of the Unit or (2) the 60th day
after the date of the giving of Sellerrsquos aforesaid notice In the event Purchaser elects to
adjourn the Closing as aforesaid and such loss or damage is not so repaired and restored
within 60 days after the date of the giving of Sellerrsquos aforesaid notice then Purchaser
shall have the right either to (x) complete the purchase in accordance with this Contract
without reduction in the Purchase Price or (y) declare this Contract cancelled and of no
further force or effect and receive a refund of the Downpayment in which latter event
neither party shall thereafter have any further rights against or obligations or liabilities
to the other by reason of this Contract
(d) In the event of any loss of or damage to the Common Elements which
does not materially and adversely affect access to or use of the Unit Purchaser shall
accept title to the Unit in accordance with this Contract without abatement of the
Purchase Price
20 Internal Revenue Service Reporting Requirement Each party shall
execute acknowledge and deliver to the other party such instruments and take such other
actions as such other party may reasonably request in order to comply with IRC sect
6045(e) as amended or any successor provision or any regulations promulgated pursuant
thereto insofar as the same requires reporting of information in respect of real estate
transactions The provisions of this para 20 shall survive the Closing The parties
designate _________________________________ as the attorney responsible for
reporting this information as required by law
21 Broker Seller and Purchaser represent and warrant to each other that the only
real estate broker with whom they have dealt in connection with this Contract and the
transaction set forth herein is ______________________________ and that they know of
no other real estate broker who has claimed or may have the right to claim a commission
in connection with this transaction The commission of such real estate broker shall be
paid by Seller pursuant to separate agreement If no real estate broker is specified above
the parties acknowledge that this Contract was brought about by direct negotiation
between Seller and Purchaser and each represents to the other that it knows of no real
estate broker entitled to a commission in connection with this transaction Seller and
Purchaser shall indemnify and defend each other against any costs claims or expenses
(including reasonable attorneysrsquo fees) arising out of the breach on their respective parts of
any representation warranty or agreement contained in this para 21 The provisions of
this para 21 shall survive the Closing or if the Closing does not occur the termination of
this Contract
- 13 -
22 Mortgage Commitment Contingency (Delete paragraph if inapplicable) (a)
The obligation of Purchaser to purchase under this Contract is conditioned upon issuance
on or before ____________ days after a fully executed copy of this Contract is given to
Purchaser or Purchaserrsquos attorney in the manner set forth in paragraph 14 or
subparagraph 22(k) (the ldquoCommitment Daterdquo) 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 Purchasers sole cost and expense of $______________ for a term of at least _______
years (or such lesser sum or shorter term as Purchaser shall be willing to accept) at the
prevailing fixed or adjustable rate of interest and on other customary commitment terms
(the ldquoCommitmentrdquo) To the extent a Commitment is conditioned on the sale of
Purchaserrsquos current home payment of any outstanding debt no material adverse change
in Purchaserrsquos 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 Lenderrsquos approval of an appraisal shall not be deemed a ldquoCommitmentrdquo
hereunder until an appraisal is approved (and if that does not occur before the
Commitment Date Purchaser may cancel under subparagraph 22(e) unless the
Commitment Date is extended) Purchaserrsquos 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 Purchaserrsquos
election more than one Institutional Lender for such mortgage loan (ii) furnish accurate
and complete information regarding Purchaser and members of Purchaserrsquos 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 22(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 (ldquoMortgage Brokerrdquo) shall constitute full compliance with
the terms and conditions set forth in subparagraph 22(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 22
- 14 -
(e) If no Commitment is issued by the 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 22(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 22
(f) If this Contract is canceled by Purchaser pursuant to subparagraphs
22(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 21
(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 22(a) then Purchaser shall be deemed to have waived
Purchaserrsquos right to cancel this Contract and to receive a refund of the Downpayment by
reason of the contingency contained in this paragraph 22
(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 of its obligations under this
paragraph 22) and except as set forth in paragraph 21
(i) The attorneys for the parties are hereby authorized to give and receive
on behalf of their clients all Notices and deliveries under this paragraph 22
(j) For purposes of this Contract the term ldquoInstitutional Lenderrdquo 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
(k) For purposes of subparagraph (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
- 15 -
23 Gender Etc As used in this Contract the neuter includes the masculine and
feminine the singular includes the plural and the plural includes the singular as the
context may require
24 Entire Contract All prior understandings and agreements between Seller and
Purchaser are merged in this Contract and this Contract supersedes any and all
understandings and agreements between the parties and constitutes the entire agreement
between them with respect to the subject matter hereof
25 Captions The captions in this Contract are for convenience and reference
only and in no way define limit or describe the scope of this Contract and shall not be
considered in the interpretation of this Contract or any provision hereof
26 No Assignment by Purchaser Purchaser may not assign this Contract or any
of Purchaserrsquos rights hereunder
27 Successors and Assigns Subject to the provisions of para 26 the provisions
of this Contract shall bind and inure to the benefit of both Purchaser and Seller and their
respective distributees executors administrators heirs legal representatives successors
and permitted assigns
28 No Oral Changes This Contract cannot be changed or terminated orally Any
changes or additional provisions must be set forth in a rider attached hereto or in a
separate written agreement signed by both parties to this Contract
29 Contract Not Binding Until Signed This Contract shall not be binding or
effective until properly executed and delivered by Seller and Purchaser
30 Lead-Based Paint If applicable the complete and fully executed disclosure
of information on lead-based paint andor lead-based paint hazards is attached hereto and
made a part hereof
IN WITNESS WHEREOF the parties hereto have duly executed this Contract
on the day and year first above written
Seller Purchaser
_________________________________ ____________________________________
- 16 -
Agreed to as to para 16 ________________________________
Giddins Claman LLP Escrowee
Escrow Depository
Address
SCHEDULE A - Permitted Exceptions
1 Zoning laws and regulations and landmark historic or wetlands designation
which are not violated by the Unit and which are not violated by the Common Elements
to the extent that access to or use of the Unit would be materially and adversely affected
2 Consents for the erection of any structure or structures on under or above any
street or streets on which the Building may abut
3 The terms burdens covenants restrictions conditions easements and rules
and regulations set forth in the Declaration By-Laws and rules and regulations of the
Condominium the Power of Attorney from Purchaser to the board of managers of the
Condominium and the floor plans of the Condominium all as may be amended from time
to time
4 Rights of utility companies to lay maintain install and repair pipes lines
poles conduits cable boxes and related equipment on over and under the Building and
Common Elements provided that none of such rights imposes any monetary obligation
on the owner of the Unit or materially interferes with the use of or access to the Unit
5 Encroachments of stoops areas cellar steps trim cornices lintels window
sills awnings canopies ledges fences hedges coping and retaining walls projecting
from the Building over any street or highway or over any adjoining property and
encroachments of similar elements projecting from adjoining property over the Common
Elements
6 Any state of facts which an accurate survey or personal inspection of the
Building Common Elements or Unit would disclose provided that such facts do not
prevent the use of the Unit for dwelling purposes For the purposes of this Contract none
of the facts shown on the survey if any identified below shall be deemed to prevent the
use of the Unit for dwelling purposes and Purchaser shall accept title subject thereto
- 17 -
The survey referred to in No 6 above was prepared by
___________________________ dated _____________________ and last revised
____________________
7 The lien of any unpaid common charge real estate tax water charge sewer
rent or vault charge provided the same are paid or apportioned at the Closing as herein
provided
8 The lien of any unpaid assessments to the extent of installments thereof
payable after the Closing
9 Liens encumbrances and title conditions affecting the Common Elements
which do not materially and adversely affect the right of the Unit owner to use and enjoy
the Common Elements
10 Notes or notices of violations of law or governmental orders ordinances or
requirements (a) affecting the Unit and noted or issued subsequent to the date of this
Contract by any governmental department agency or bureau having jurisdiction and (b)
any such notes or notices affecting only the Common Elements which were noted or
issued prior to or on the date of this Contract or at any time hereafter
11 Any other matters or encumbrances subject to which Purchaser is required to
accept title to the Unit pursuant to this Contract
ABOUT THE SPEAKERS
Lisa Lippman Senior Vice President and Director was the 1 broker at Brown Harris Stevens in 2009 With 13 years of experience selling real estate Lisa specializes in the sale of high end cooperatives condominiums and townhomes throughout Manhattan As is clear from her record even in tough times Lisa manages to both sell and find homes for her clients
Other awards Lisa has won in the last few years include
middotWall Street Journal top 400-Lisa was 11 in the nation and 2 in Manhattan 2009middotWall Street Journal top 50 brokers in America 2007middotBrown Harris Stevens Westside Office Broker of the Year All Years 2006 - 2009 middotBrown Harris Stevens Westside Office Listing Broker of the Year 2007 2008 2009middotBrown Harris Stevens Largest New Development Deal of the Year 2009
Prior to becoming a real estate broker Lisa spent several years as a lawyer practicing litigation at two prestigious law firms She graduated from The University of Pennsylvania in 1986 and earned her law degree from Cardozo in 1990 Lisarsquos legal background affords her a keen understanding of the negotiation process as well as the complexities needed to complete the deal
A New York City resident for 24 years Lisa offers impeccable knowledge of the market as it applies across all neighborhoods She has lived downtown on the Upper East Side and has now resided on the Upper West Side for the past 14 years Additionally as the mother of three children Lisa is personally involved in the decisions all buyers face in choosing a neighborhood and a home
Lisa takes pride in being a straight-forward intelligent and honest broker She understands the individual needs of each client as well as their comfort with the purchase andor sale process Her listening talents combined with her unbeatable memory work ethic and negotiation skills allow her to service her buyers and sellers most effectively Lisa is also active in the New York community including the UJA and her childrenrsquos school All of this enables her to offer a well-rounded approach to navigating the New York real estate landscape bringing to life the nuances and charms that the City and its real estate market have to offer
LISA LIPPMANSenior Vice PresidentDirector
Lisa Lippman bull 212- 588-5606 bull fax 212-418-9733 bull llippmanbhsusacom
GIDDINS bull CLAMAN LLP
Attorneys at Law
675 THIRD AVENUE
29TH
FLOOR
NEW YORK NEW YORK 10017
(212)573-6703
FAX (212)949-1923 Paul M Giddins
Scott Claman
Giddins Claman LLP ndash Firm Biography
Giddins Claman LLP (formerly Giddins Claman amp Langs LLP) was
established in 1988 by Paul M Giddins formerly an Assistant District Attorney in
the New York County District Attorneyrsquos Office For over 20 years the firm has
specialized in real estate matters in the New York City metropolitan area with an
active transactional real estate practice Mr Giddins has specialized in residential
real estate during that time In addition to purchase sale and refinance transactions
Mr Giddins represents cooperative apartment boards of directors and condominium
boards of managers Mr Giddins also regularly gives lectures and seminars on real
estate matters for many of the prominent real estate brokerage firms in New York
Scott Claman has been in the practice of law in New York for over 26 years
and joined the firm as a member in 1996 having previously been a partner at a law
firm that specialized in the representation of cooperative apartment boards of
directors and condominium boards of managers Mr Claman is regularly engaged
in a variety of transactional real estate matters ranging from commercial leasing
mortgage financing and asset dispositions to individual apartment and house sales
In addition to individual and institutional owners of residential and commercial real
estate Mr Claman also represents cooperative apartment boards of directors and
condominium boards of managers and has given numerous lectures and seminars
on real estate matters for the Real Estate Board of New York and for many of the
prominent real estate brokerage firms in New York
Steven M Nachman serves as Of Counsel to the firm in connection with
commercial and general litigation matters Mr Nachman formerly associated with
the firm of Stroock amp Stroock amp Lavan has over 20 years of civil litigation
experience
Giddins Claman LLP is proud to provide our clients with the benefits of our
collective experience as seasoned litigators and transactional real estate specialists
while maintaining our personal commitment to represent our clients in a manner
associated with a smaller practice
ManhattanResidential Market Report
Fourth Quarter 2010
Manhattan Cooperatives and Condominiums
2 Fourth Quarter 2010
Average and Median Sale Price
Cooperative Average Sale Price
Condominium Average Sale Price
Cover Property BrownHarrisStevenscom WEB272151
Average Sale Price Median Sale Price
Prices for Manhattan apartments continued to edge upward
as their average sale price of $1432787 was 8 higher
than a year ago This marked the sixth straight quarter that
the average price has risen While the number of recorded
transactions fell 25 from a year ago the fourth quarter of 2009
was uncharacteristically busy due to pent-up demand after the
collapse of Lehman Brothers had frozen the market earlier that year
The average co-op price continued to rise sharply as
more buyers favored larger apartments compared to a year ago Two-bedroom and larger
units accounted for 45 of co-op sales up from 40 a year ago This helped push
the overall average co-op price up 17 from 2009rsquos fourth
quarter to $1158333
Condo prices averaged $1751219 during the fourth
quarter 1 higher than a year ago One-bedrooms posted the
biggest increase in average price rising 9 over the past year
to $844964
Studio 1-Bedroom 2-Bedroom 3+Bedroom All
4th Q 10 $342545 $593718 $1231116 $3150700 $1158333
3rd Q 10 $366086 $606444 $1206257 $3049980 $1156733
2nd Q 10 $356696 $597311 $1301392 $2872496 $1065814
1st Q 10 $334307 $587538 $1132150 $3098881 $1079195
4th Q 09 $345725 $585238 $1133967 $3001012 $990921
Studio 1-Bedroom 2-Bedroom 3+Bedroom All
4th Q 10 $495002 $844964 $1637638 $4567750 $1751219
3rd Q 10 $495876 $809514 $1596021 $3835376 $1724180
2nd Q 10 $464559 $840829 $1570772 $3922994 $1686690
1st Q 10 $529970 $819785 $1608375 $4250098 $1730415
4th Q 09 $554568 $772525 $1583362 $4574080 $1732362
Average Sale Price Median Sale Price
$1600000
$1400000
$1200000
$1000000
$800000
$400000
$600000
$1369883 $820000
1Q10
$1324504 $800000
4Q09
$1432787 $840000
4Q10
$1423378 $890000
3Q10
$1377135 $842779
2Q10
Fourth Quarter 2010 3
New Developments Lofts
Time on the Market
Excludes new developments and units listed over one year Based on the last asking price Excludes new developments
Average Price Per Square Foot
New development prices averaged $1099 per square foot 11 less than during the fourth quarter of 2009 This was due in part to an increase in the percent of new development sales in Northern Manhattan from 9 a year ago to 15 At $1052 the average price per square foot for loft apartments was 3 higher than during 2009rsquos fourth quarter
Apartments sold during the quarter spent an average of 113 days on the market 14 less time than a year ago Sellers received 955 of the last asking price up slightly from the fourth quarter of 2009
Asking Vs Selling Price
$700
$900
$1100
$1300 $1099
4Q10
$1238
4Q09
$1146
1Q10 2Q10
$1176
$700
$900
$1100
$1300 $1052
4Q10
$1017
4Q09
$1037
1Q10
$1066
2Q10
$1112
3Q10
$1077
3Q10
75 days
100 days
125 days
150 days 113
4Q10
132
4Q09
119
1Q10
112
2Q10
85
90
95
100 955
4Q10
954
4Q09
962
1Q10
97
3Q10
959
3Q10
966
2Q10
Generally 59th to 96th Street Fifth Avenue to the East River
Cooperative Condominium
East sidE
4 Fourth Quarter 2010
Average Price Per Square Foot
At an average of $1581971 prices for two-bedroom East Side
apartments were 14 higher than a year ago The average price fell
13 for three-bedroom and larger apartments due in part to 2 closings
of over $30 million a year ago inflating that figure Co-ops fared better than condos as the average
price per room rose for both prewar and postwar co-ops over the past year
while the average condo price per square foot fell
Average Price Per Room
4Q09 4Q10
Studio 1-Bedroom 2-Bedroom 3+Bedroom
Percent of Sales
4th Q 09 10 35 36 19
4th Q 10 11 39 28 22
Average Price
4th Q 09 $351462 $647300 $1383364 $4146087
4th Q 10 $355459 $647207 $1581971 $3605513
Change 1 0 14 -13
$100000
$300000
$150000
$200000
$250000
$350000
$400000
$50000
$200
$1000
$400
$600
$800
$1200
$1400
$0
Postwar
$204713 $210559
Prewar
$348425 $383335
4Q10
$1126
4Q09
$1168
Generally 59th to 110th Street Hudson River to West of Fifth Avenue
WEst sidE
Fourth Quarter 2010 5
Cooperative CondominiumAverage Price Per Room Average Price Per Square Foot
With the exception of studios prices rose for all other size categories of apartments on
the West Side led by a 21 gain in the average price for
three-bedroom and larger units This increase was helped by
535 West End Avenue whose three-bedroom closing prices averaged over $115 million
in the fourth quarter Co-ops remained strong as the average
price per room rose 21 for prewar and 12 for postwar co-ops on the West Side The average condo price per square
foot rose 3 to $1309 making the West Side the only
area where both co-op and condo prices were higher
than a year ago
4Q09 4Q10
Studio 1-Bedroom 2-Bedroom 3+Bedroom
Percent of Sales
4th Q 09 10 37 37 16
4th Q 10 8 33 38 21
Average Price
4th Q 09 $417466 $656421 $1326640 $3325062
4th Q 10 $391228 $766529 $1378920 $4030338
Change -6 17 4 21
$125000
$225000
$150000
$175000
$200000
$250000
$275000
$100000
$200
$1000
$400
$600
$800
$1200
$1400
$0
4Q09
$1267
4Q10
$1309
Prewar
$215967 $260653
Postwar
$189264 $212348
MidtoWn East Generally 34th to 59th Street Fifth Avenue to the East River
MidtoWn
MidtoWn WEst Generally 34th to 59th Street Hudson River to West of Fifth Avenue
6 Fourth Quarter 2010
Cooperative Condominium
Cooperative Condominium
Average Price Per Room Average Price Per Square Foot
Average Price Per Room Average Price Per Square Foot
A couple of high-end closings at The Plaza and One Beacon Court helped bring the average condo price per square foot 27 higher in the Midtown East market compared
to a year ago The average price per room fell 5 for prewar while rising
8 for postwar co-ops
The average price per square foot rose 12 for condos over the
past year in the Midtown West market A number of closings at The Sheffield and Platinum
helped bring up this figure The average price per room fell for
both prewar and postwar co-ops in this market compared
to a year ago
$175000
$100000
$125000
$150000
$200000
$225000
$1000
$250
$500
$750
$1250
$1500
4Q09 4Q10
$212198 $200857
Prewar
$188662 $204639
Postwar
$1171
4Q09
$1485
4Q10
$252044 $199029 $231213 $221850 $1180$1055
4Q10Prewar Postwar 4Q09
$1000
$250
$500
$750
$1250
$1500
4Q09 4Q10
$200000
$50000
$100000
$150000
$250000
$300000
Cooperative Condominium
Fourth Quarter 2010 7
Average Price Per Room Average Price Per Square Foot
South of 34th Street
doWntoWn
While the average price fell 23 for three-bedroom and
larger apartments Downtown from a year ago a large
number of closings at the Superior Ink building inflated 2009rsquos figure This also is a reason why the overall condo
price per square foot fell 10 from a year ago The average
co-op price per room rose 13 for prewar and 4 for
postwar units from 2009rsquos fourth quarter
4Q09 4Q10
Studio 1-Bedroom 2-Bedroom 3+Bedroom
Percent of Sales
4th Q 09 17 43 28 12
4th Q 10 16 41 31 12
Average Price
4th Q 09 $452722 $704292 $1615877 $4665379
4th Q 10 $444618 $741919 $1581625 $3605513
Change -2 5 -2 -23
Prewar
$208503 $235826
Postwar
$188600 $195854
$100000
$200000
$125000
$150000
$175000
$225000
$250000
$75000
$800
$1200
$900
$1000
$1100
$1300
$1400
$700
4Q09
$1326
4Q10
$1194
Cooperative CondominiumAverage Price Per Room Average Price Per Square Foot
Generally North of 96th Street on the East Side and 110th Street on the West Side
NEW YORK CITY bull PALM BEACH bull THE HAMPTONS bull NORTH FORK 2129069200
EAST SIDE445 Park AvenueHall F Willkie PresidentRuth McCoy EVPManaging Director of Sales
UPPER EAST SIDE1121 Madison AvenuePeter R Marra EVPManaging Director of Sales
EDWARD LEE CAVE DIVISION790 Madison AvenueCaroline E Y GuthriePresident
WEST SIDE1926 BroadwayJames M Gricar EVP Managing Director of Sales
BROOKLYN HEIGHTS129 Montague StreetChristopher Thomas EVPManaging Director of Sales
PARK SLOPE100 Seventh AvenueMaryAnn Albano EVPManaging Director of Sales
NEW DEVELOPMENT445 Park Avenue James M GricarManaging DirectorBrown Harris Stevens On-Site Marketing and Sales
Prepared by Gregory Heym Chief Economist Brown Harris Stevenscopy2010 by Brown Harris Stevens All Rights Reserved This information may not be copied used or distributed without Brown Harris Stevensrsquo consent While information is believed true no guaranty is made of accuracy
While the average price fell for three-bedroom and larger apartments it was higher for
all other size categories in Northern Manhattan Condo
prices rose slightly as their average price per square foot of $566 was up 1 from a
year ago The average price per room fell for both prewar and
postwar co-ops compared to a year ago
This report is based on 1901 reported Manhattan apartment sales 25 less than were reported during last yearrsquos comparable period
VILLAGE2 Fifth AvenueKevin Kovesci EVPManaging Director of Sales
TRIBECA43 North MooreKevin Kovesci EVPManaging Director of Sales
northErn Manhattan
Studio 1-Bedroom 2-Bedroom 3+Bedroom
Percent of Sales
4th Q 09 6 35 43 16
4th Q 10 8 38 38 16
Average Price
4th Q 09 $227611 $352759 $567332 $1101778
4th Q 10 $319798 $394509 $577071 $710832
Change 41 12 2 -35
$100
$500
$200
$300
$400
$600
$700
$0
4Q09 4Q10
4Q09
$563
4Q10
$566
$70000
$110000
$80000
$90000
$100000
$120000
$130000
$60000
Prewar
$120601 $97757
Postwar
$110104 $106330
Faculty Biographies
REAL PROPERTY SECTION gt Officer Bio
Chair Leo Genn Esq
Office Address Northside Center for Child Development 1301 Fifth Ave New York NY 10029-3119
Phone 212-426-3406 Fax 212-410-7561 Email lgenn_esqyahoocom
After working briefly as a litigator Mr Genn became House Counsel at NorthsideCenter for Child Development a Manhattan-based not for profit where he handles contract negotiations commercial leasing property management and insurance issues Mr Genn also writes government grants Before law school Mr Genn spent eight years managing commercial and residential real estate in New York City Mr Genn has also worked for New York Citys Office of Economic Development In March 2002 Mr Genns article on the notice requirements in foreclosure proceedings appeared on thecover of the New York Real Estate Law Reporter Mr Gennrsquos favorite law quote is Oliver Wendell Holmes remark A word is not a crystal transparent and unchanged it isthe skin of a living thought and may vary greatly in color and content according to thecircumstances and time in which it is used Mr Gennrsquos favorite case is Raffles v
ichelhaus and his favorite legal fiction is promissory estoppel W
Paul M Giddins Partner
Giddins Claman LLP Paul M Giddins is a partner at Giddins Claman LLP a law firm in New York City Mr Giddins received a Bachelor of Arts degree from Trinity College- Hartford and a law degree from American University Washington School of Law
LISA LIPPMAN | Senior Vice President Director | Licensed Associate Real Estate Broker
printer friendly page
1926 Broadway New York NY 10023 Tel (212) 588-5606 Fax (212) 418-9733 llippmanbhsusacom download contact info view current listings view sold listings
FEATURED PROPERTY - UPPER EAST SIDE
2COOPERATIVE
25 EAST 79TH STREET
rice $1299000
isting ID 1127158
PBedrooms 2 Baths 20 L
Lisa Lippman Senior Vice President and Director was the 1 broker at Brown Harris Stevens in 2009 With 13 years of experience selling real estate Lisa specializes in the sale of high end cooperatives condominiums and townhomes throughout Manhattan As is clear from her record even in tough times Lisa manages to both sell and find homes for her clients Other awards Lisa has won in the last few years include middotWall Street Journal top 400-Lisa was 11 in the nation and 2 in Manhattan 2009 middotWall Street Journal top 50 brokers in America 2007 middotBrown Harris Stevens Westside Office Broker of the Year All Years 2006 - 2009 middotBrown Harris Stevens Westside Office Listing Broker of the Year 2007 2008 2009 middotBrown Harris Stevens Largest New Development Deal of the Year 2009 Prior to becoming a real estate broker Lisa spent several years as a lawyer practicing litigation at two prestigious law firms She graduated from The University of Pennsylvania in 1986 and earned her law degree from Cardozo in 1990 Lisas legal background affords her a keen understanding of the negotiation process as well as the complexities needed to complete the deal A New York City resident for 24 years Lisa offers impeccable knowledge of the market as it applies across all neighborhoods She has lived downtown on the Upper East Side and has now resided on the Upper West Side for the past 14 years Additionally as the mother of three children Lisa is personally involved in the decisions all buyers face in choosing a neighborhood and a home Lisa takes pride in being a straight-forward intelligent and honest broker She understands the individual needs of each client as well as their comfort with the purchase andor sale process Her listening talents combined with her unbeatable memory work ethic and negotiation skills allow her to service her buyers and sellers most effectively Lisa is also active in the New York community including the UJA and her childrens school All of this enables her to offer a well-rounded approach to navigating the New York real estate landscape bringing to life the nuances and charms that the City and its real estate market have to offer
ManhattanResidential Market Report
Third Quarter 2010
Manhattan Cooperatives and Condominiums
2 Third Quarter 2010
Average and Median Sale Price
Cooperative Average Sale Price
Condominium Average Sale Price
Cover Property BrownHarrisStevenscom WEB 1136713
Average Sale Price Median Sale Price
Manhattan apartment prices continued to rise during the third quarter reaching their highest levels
since the first quarter of 2009 At $1423378 the average
apartment price was 12 higher than a year ago The median
price rose 14 from 2009rsquos third quarter reaching $890000
The number of reported apartment closings 2471 was 4 higher
than the same period a year ago
The average price rose sharply for all sizes of co-op apartments over the past year as high-end
activity comprised a higher percentage of sales The number
of co-op sales over $7 million doubled from the third quarter
of 2009 which brought the overall average co-op price 24
higher to $1156733
Condo prices rose 2 from the third quarter of 2009 to
an average of $1724180 After sharp declines the prior two quarters the average price for studio condos rebounded to
$495876
$1600000
$1400000
$1200000
$1000000
$800000
$400000
$600000
$1369883 $820000
1Q10
$1324504 $800000
4Q09
$1274563 $781000
3Q09
$1377135 $842779
2Q10
$1423378 $890000
3Q10
Studio 1-Bedroom 2-Bedroom 3+Bedroom All
3rd Q 10 $366086 $606444 $1206257 $3049980 $1156733
2nd Q 10 $356696 $597311 $1301392 $2872496 $1065814
1st Q 10 $334307 $587538 $1132150 $3098881 $1079195
4th Q 09 $345725 $585238 $1133967 $3001012 $990921
3rd Q 09 $331046 $538369 $1069517 $2616304 $934400
Studio 1-Bedroom 2-Bedroom 3+Bedroom All
3rd Q 10 $495876 $809514 $1596021 $3835376 $1724180
2nd Q 10 $464559 $840829 $1570772 $3922994 $1686690
1st Q 10 $529970 $819785 $1608375 $4250098 $1730415
4th Q 09 $554568 $772525 $1583362 $4574080 $1732362
3rd Q 09 $508546 $792866 $1650537 $3931684 $1685855
Third Quarter 2010 3
New Developments Lofts
Time on the Market
Excludes new developments and units listed over one year Based on the last asking price Excludes new developments
Average Price Per Square Foot
Apartments in new developments sold for an average of $1112 per square foot 5 less than a year ago A decline in the number of luxury developments on the market was a major factor in this change Loft prices averaged $1077 per square foot in the third quarter up 12 from the third quarter of 2009
Units that sold in the third quarter spent an average of 97 days on the market 24 less time than a year ago This was the lowest level for time on the market level since the third quarter of 2008 Sellers received 959 of their last asking price up from 951 in 2009rsquos third quarter
$700
$900
$1100
$1300
$700
$900
$1100
$1300
75 days
100 days
125 days
150 days
85
90
95
100
Asking Vs Selling Price
$1176
3Q09
$1238
4Q09
$1146
1Q10 2Q10
$1176 $960
3Q09
$1017
4Q09
$1037
1Q10
951
3Q09
954
4Q09
962
1Q10
128
3Q09
132
4Q09
119
1Q10
112
2Q10
$1066
2Q10
966
2Q10
$1112
3Q10
$1077
3Q10
97
3Q10
959
3Q10
Generally 59th to 96th Street Fifth Avenue to the East River
Cooperative Condominium
East sidE
4 Third Quarter 2010
Average Price Per Square Foot
Co-op apartments posted strong pricing gains in the East Side market over the past year
The co-op average price per room rose 17 for prewar units and
14 for postwar units compared to the third quarter of 2009
Condo prices on the East Side averaged $1213 per square foot
3 less than a year ago
Average Price Per Room
$100000
$300000
$150000
$200000
$250000
$350000
$400000
$50000
3Q09 3Q10
$200
$1000
$400
$600
$800
$1200
$1400
$0
Studio 1-Bedroom 2-Bedroom 3+Bedroom
Percent of Sales
3rd Q 09 12 34 28 26
3rd Q 10 7 31 37 25
Average Price
3rd Q 09 $386734 $590337 $1465894 $3852286
3rd Q 10 $375666 $658875 $1449023 $3514627
Change -3 12 -1 -9
Postwar
$203293 $232575
Prewar
$281354 $328648
3Q10
$1213
3Q09
$1249
Generally 59th to 110th Street Hudson River to West of Fifth Avenue
WEst sidE
Third Quarter 2010 5
Cooperative CondominiumAverage Price Per Room Average Price Per Square Foot
The West Side market saw strong gains in the average co-op price per room over the past
year At $280327 the prewar co-op average price per room was 29 higher than a year ago
while the postwar price rose 8 to $202193 West Side condo
prices fell 4 from 2009rsquos third quarter to an average of $1254 per square foot
$200
$1000
$400
$600
$800
$1200
$1400
$0
$125000
$225000
$150000
$175000
$200000
$250000
$275000
$100000
3Q09 3Q10
Studio 1-Bedroom 2-Bedroom 3+Bedroom
Percent of Sales
3rd Q 09 7 40 41 12
3rd Q 10 9 30 36 25
Average Price
3rd Q 09 $401021 $629722 $1382135 $3470940
3rd Q 10 $399072 $697290 $1523268 $3353242
Change 0 11 10 -3
3Q09
$1306
3Q10
$1254
Prewar
$217459 $280327
Postwar
$186785 $202193
MidtoWn East Generally 34th to 59th Street Fifth Avenue to the East River
MidtoWn
MidtoWn WEst Generally 34th to 59th Street Hudson River to West of Fifth Avenue
6 Third Quarter 2010
Cooperative Condominium
Cooperative Condominium
Average Price Per Room Average Price Per Square Foot
Average Price Per Room Average Price Per Square Foot
The average condo price per square foot rose 14 over the past year in the Midtown East market to $1276 Co-op prices in this area were mixed with the average price per room down 2 for prewar
units but up 6 for postwar units
In the Midtown West market the average price per room for prewar co-ops jumped 96
from the third quarter of 2009 This was due to an unusually
weak number a year ago combined with a high number of Central Park South sales
inflating the figure in the third quarter of 2010
$150000
$75000
$100000
$125000
$175000
$200000
$750
$0
$250
$500
$1000
$1250
3Q09 3Q10
3Q09 3Q10
$1000
$250
$500
$750
$1250
$1500
3Q10
$1258$1237
3Q09
$200000
$50000
$100000
$150000
$250000
$300000
$138443 $271070
Prewar
$174573 $208409
Postwar
$201796 $198364
Prewar
$190801 $202708
Postwar
$1116
3Q09
$1276
3Q10
Cooperative Condominium
Third Quarter 2010 7
Average Price Per Room Average Price Per Square Foot
South of 34th Street
doWntoWn
Prices rose for both co-ops and condos in the Downtown market over the past year aided by a 43 increase in the average price for three-bedroom and
larger apartments The average co-op price per room rose 19 over the past year for prewar
units and 14 for postwar units Condo prices Downtown
averaged $1201 per square foot 5 more than during the third
quarter of 2009
3Q09 3Q10
Studio 1-Bedroom 2-Bedroom 3+Bedroom
Percent of Sales
3rd Q 09 15 47 28 10
3rd Q 10 15 45 29 11
Average Price
3rd Q 09 $426982 $711789 $1427071 $2643872
3rd Q 10 $461763 $755436 $1523264 $3776778
Change 8 6 7 43
Prewar
$196789 $234026
Postwar
$190826 $216683
3Q09
$1149
3Q10
$1201
$700
$1100
$800
$900
$1000
$1200
$1300
$600
$100000
$200000
$125000
$150000
$175000
$225000
$250000
$75000
Cooperative CondominiumAverage Price Per Room Average Price Per Square Foot
Generally North of 96th Street on the East Side and 110th Street on the West Side
NEW YORK CITY bull PALM BEACH bull THE HAMPTONS bull NORTH FORK 2129069200
EAST SIDE445 Park AvenueHall F Willkie PresidentRuth McCoy EVPManaging Director of Sales
UPPER EAST SIDE1121 Madison AvenuePeter R Marra EVPManaging Director of Sales
EDWARD LEE CAVE DIVISION790 Madison AvenueCaroline E Y GuthriePresident
WEST SIDE1926 BroadwayJames M Gricar EVP Managing Director of Sales
BROOKLYN HEIGHTS129 Montague StreetChristopher Thomas EVPManaging Director of Sales
PARK SLOPE100 Seventh AvenueMaryAnn Albano EVPManaging Director of Sales
NEW DEVELOPMENT445 Park Avenue James M GricarManaging DirectorBrown Harris Stevens On-Site Marketing and Sales
Prepared by Gregory Heym Chief Economist Brown Harris Stevenscopy2010 by Brown Harris Stevens All Rights Reserved This information may not be copied used or distributed without Brown Harris Stevensrsquo consent While information is believed true no guaranty is made of accuracy
The average price rose sharply over the past year for studio
and two-bedroom apartments in Northern Manhattan Studio
prices averaged $285719 a 24 increase from third
quarter of 2009 while the two-bedroom average price rose 20
to $621104 Condo prices averaged $618 per square foot
7 more than a year ago
This report is based on 2471 reported Manhattan apartment sales 4 more than were reported during last yearrsquos comparable period
VILLAGE2 Fifth AvenueKevin Kovesci EVPManaging Director of Sales
TRIBECA43 North MooreKevin Kovesci EVPManaging Director of Sales
northErn Manhattan
$100
$500
$200
$300
$400
$600
$700
$0
3Q09 3Q10
$60000
$100000
$70000
$80000
$90000
$110000
$120000
$50000
Studio 1-Bedroom 2-Bedroom 3+Bedroom
Percent of Sales
3rd Q 09 7 40 41 12
3rd Q 10 9 32 46 13
Average Price
3rd Q 09 $230833 $380770 $519583 $964950
3rd Q 10 $285719 $379154 $621104 $879888
Change 24 0 20 -9
3Q09
$579
3Q10
$618
Prewar
$103224 $114800
Postwar
$101221 $98244
IDENTIFYING THE
APARTMENT
A Sample Showsheet
B Cooperative Building Financials
Pure Perfection on Riverside Drive100 Riverside Drive Apartment 3A
This sprawling prewar 9 room home is simply exquisite The trees of Riverside Park greet you while you sit in
the new chefs kitchen open to a beautiful den (or dining room) on the park The gorgeous sunken living room
library and huge master bedroom also all have oversized picture windows on the park In addition there are
two more bedrooms a large formal dining room and a second windowed butlers kitchen that could easily be
made into an office The finishes of this home are perfect All of the bathrooms are brand new and outfitted
with custom stone There is central air and the closets have all been custom designed Currently configured as a
luxurious 3 bedroom plus maids and den the apartment could easily be a 4 bedroom plus library No detail has
been overlooked and there is fabulous sun trees and nature in almost every room Full service building with
storage and a new fitness center A truly unique and special home
WEB 917677
Full Service Prewar Coopbull Four Bedrooms and Four New Bathroomsbull
Maintenance $350634bull Central Air Conditioningbull
Financing Allowed 75bull New Chefs Kitchen with Large Double Ovenbull
Tax Deductability 39bull Custom Closetsbull
Storage Binbull Pets Allowedbull
Fitness Centerbull Laundry Room with Butlers Kitchenbull
$3999000 Listing Price
Exclusive Broker
Lisa Lippman bull 212-588-5606 bull fax 212-418-9733 bull llippmanbhsusacom
All information is from sources deemed reliable but is subject to errors omissions changes in price prior sale or withdrawal without notice No representation is made as to the accuracy of any description All measurements and squarefootages are approximate and all information should be confirmed by customer All rights to content photographs and graphics reserved to BHS Customer should consult with its counsel regarding all closing costs including without
limitation the New York State 1 tax paid by buyers on residential properties over $1 million BHS represents the sellerowner on BHSs own exclusives except if another agent of BHS represents the buyertenant in which case BHSwill be a dual agent with designated agents representing sellerowner and buyertenant BHS represents the buyertenant when showing the exclusives of other real estate firms In all instances BHS treats all parties fairly and honestly
BHS actively supports equal housing opportunities
Scott Moore bull 212-588-5608 bull fax 212-319-2633 bull smoorebhsusacom
Brown Harris Stevens Residential Sales LLC bull 212 906 9200 bull BrownHarrisStevenscomM A N H A T T A N bull B R O O K L Y N bull T H E H A M P T O N S bull N O R T H F O R K bull P A L M B E A C H
ldquoMAKING THE DEALrdquo
A REBNY Financial Statement
B Estimated Residential Closing Costs
C Sample Contracts (Co-op amp Condo)
D Sample Closing Breakdown
(Condo)
FINANCIAL STATEMENT
Name(s)
Address
The following is submitted as being true and accurate statement of the financial condition of the undersigned on the day of
January 20
ASSETS
Applicant
Co-Applicant
LIABILITIES
Applicant
Co-Applicant
Cash in Banks 550000 Notes Payable
Money Markets Funds 600000 To Banks
Contract Deposit 355000 To Relative
Investments Bonds amp Stocks To Others
- see schedule 1620000 Installment Accounts Payable
Investment in Own Business Automobile
Accounts amp Notes Receivable Other
Real Estate Owned-see schedule 1200000 Other Accounts Payable
Year Make Mortgages Payable on Real 535000
Automobiles 35000 Estate - see schedule
Personal Property amp Furniture 50000 Unpaid Real Estate Taxes
Life Insurance Unpaid Income Taxes
Cash Surrender Value 60000 Chattel Mortgages
Retirement FundsIRA Loans on Life Insurance
Policies
401K 200000 (Include Premium
Advances)
KEOGH Outstanding Credit Card
Loans
Profit SharingPension Plan Other Debts - Itemize
Other Assets TOTAL LIABILITIES 535000 0
TOTAL ASSETS 4670000 0 NET WORTH 4135000 0
COMBINED ASSETS
4670000
TOTAL LIABILITIES
amp NET WORTH 4670000 0
SOURCE OF INCOME
Applicant
Co-Applicant
COMBINED 4670000
Base Salary 350000 CONTINGENT LIABILITIES
Overtime Wages As Endorser or Co-Maker on Notes $ 0
Bonus amp Commissions 150000 Alimony $ 0
Dividends and Interest Income Child Support $ 0
Real Estate Income (Net) Are you defendant in any legal action Yes No
Explain
Other Income - Itemize Are there any unsatisfied judgments Yes No
TOTAL 500000 0 Have you ever taken bankruptcy Yes No
Explain GENERAL INFORMATION
Applicant
Co-Applicant
Personal Bank Accounts at
PROJECTED EXPENSES
MONTHLY
Maintenance $ 2857
Savings amp Loan Accounts at Apartment Financing $ 10078
Other Mortgages $ 2671
Bank Loans $
Purpose of Loan Auto Loan $
TOTAL $ 15606
The foregoing statements and details pertaining thereto both printed and written have been carefully read and the undersigned hereby
solemnly declares and certifies that the same is a full and correct exhibit of myour financial condition
Date 20 Signature __________________________________________
Signature __________________________________________
SCHEDULE OF BOND amp STOCKS
Amount of Shares
Description (Extended Valuation in Column)
Marketable Value
Non-Marketable Value
SCHEDULE OF REAL ESTATE
Description amp Location
Cost
Actual Value
Mortgage Amount
Maturity Date
SCHEDULE OF NOTES PAYABLE
Specify any assets pledges as collateral including the liabilities they secure
To Whom Payable
Date
Amount
Due
Interest
Pledged as Security
April 2009
ESTIMATED RESIDENTIAL CLOSING COSTS IN NEW YORK CITY
Broker As provided in exclusive with broker
Own Attorney Approx $2000 +- as negotiated
Managing Agentrsquos Fee Approx $500 + as determined by building
Move-out Deposit or Fee Approx $1000 as determined by building
New York City Transfer Tax 1 of entire gross purchase price if price is $500000 or under or 1425 of entire gross purchase price if price exceeds $500000
New York State Transfer Tax 04 (004) of gross purchase price
Bank Satisfaction of Mortgage Fees Approx $450 as determined by bank
Recording ACRIS other fees Approx $150
Gains Tax Withholding (Out of State Seller) 897 of gain
Non ndash US Resident (FIRPTA) 10 of price withheld or paid
Stock Transfer Tax (Co-ops Only) $005share
FOR The SelleR
Mortgage Recording Tax and Title Insurance not required for Co-ops though title insurance is available for Co-ops at other rates
For Bulk Sale Multi Family and Commercial Property NYC Transfer Tax Rates $1425 under $500000 2625 above Mortgage Recording Tax Rates 205 under $500000 28 above $500000
When purchasing a condominium unit directly from a Sponsor the Purchaser may be required to pay New York City and New York State Transfer Taxes (See ldquoFor The Sellerrdquo section above for amounts) as well as the Sponsorrsquos attorneyrsquos fee (typically around $1500)
All costs are estimated and will vary based on transaction specifics changes in rates and taxes and other factors No representation is made as to the accuracy of these estimates Parties to transactions must consult their own counsel and refer to transaction specifics for verification of all costs
Own Attorney Approx $2000 +- as negotiated
Bank Fees (application credit appraisal bank attorney and miscellaneous) Approx $2200 as determined by bank
Short-term Interest One month max (prorated for month of closing)
Miscellaneous Recording Fees Approx $500
Mortgage Recording Fee205 of entire amount of Mortgage on Loans $500000 or under or 2175 of entire amount of Mortgage on Loans exceeding $500000
Fee Title Insurance Approx $8000 for $2000000 NYC condo based on rate schedule
Mortgagee Title Insurance Approx $1500 for $1500000 NYC condo mortgage based on rate schedule
Miscellaneous Title Charges Approx $500
Managing Agentrsquos Fee Approx $500 as determined by building
Adjustments
Common Charges Approx 1 month (prorated for month of closing)
Real estate Tax escrow Approx 8 months (prorated to closing plus 6 month escrow may include insurance)
Mansion Tax 1 of entire gross purchase price if purchase price exceeds $1000000
Move-in Deposit or Fee Approx $1000 as determined by building
lien Search (Co-ops Only) Approx $350
FOR The PURChASeR
123 - Contract of sale cooperative apartment 7-01
Prepared by The Committee on Condominiums and Cooperatives of the Real Property Section of the New York State Bar Association
CONSULT YOUR LAWYER BEFORE SIGNING THIS AGREEMENT
Contract of Sale - Cooperative Apartment
This Contract is made as of October 2010 between the Seller and the Purchaser identified below
1 Certain Definitions and Information
11 The Parties are
111 Seller
Prior names used by Seller
Address
New York NY
S S No
112 Purchaserrdquo
Address
New York NY
S S No
12 The Attorneys are (name address and telephone fax)
121 Sellers Attorneyrdquo
Giddins Claman LLP
675 Third Avenue 29th Floor
New York NY 10017
Attn Paul M Giddins Esq
(212)573-6703 Fax (212)949-1923
pgiddinsgcl-lawcom
122 Purchasers Attorney
13 The Escrowee is the Sellers Attorney
14 The Managing Agent is (name address and telephone fax)
15 The real estate Broker(s) (see para 12) isare
Lisa Lippman
Company Name Brown Harris Stevens
16 The name of the cooperative housing corporation (Corporation) is
17 The Unit number is
18 The Unit is located in Premises known as
19 The Shares are the shares of the Corporation allocated to the Unit
110 The Lease is the Corporations proprietary lease or occupancy agreement for the Unit given by the Corporation which expires on
111 Personalty is the following personal property to the extent existing in the Unit on the date hereof the refrigerators freezers ranges ovens built-in microwave ovens dishwashers garbage disposal units cabinets and
counters lighting fixtures chandeliers wall-to-wall carpeting plumbing and heating fixtures central air conditioning andor window or sleeve units washing machines dryers screens and storm windows window treatments switch plates door hardware mirrors built-ins not excluded in Paragraph 112 and
112 Specifically excluded from this sale is all personal property not included in para 111 and
113 The sale [does] [does not] include Sellers interest in
Storage Servants Room Parking Space (Included Interests)
114 The Closing is the transfer of ownership of the Shares and Lease
115 The date scheduled for Closing is 2010
(Scheduled Closing Date) at 200 PM (See para 9 and 10)
116 The Purchase Price is $
1161 The Contract Deposit is $
1162 The Balance of the Purchase Price due at Closing is
$ (See para 222)
117 The monthly Maintenance charge is $ (See para 4)
118 The Assessment if any payable to the Corporation at the date of this Contract is $ payable as follows
119 SellerPurchaser shall pay the Corporations flip tax transfer fee (apart from the transfer agent fee) andor waiver of option fee (Flip Tax) if any
120 Financing Options (Delete two of the following parapara 1 20 1 1202 or 1203)
1201 Purchaser may apply for financing in connection with this sale and Purchasers obligation to purchase under this Contract is contingent upon issuance of a Loan Commitment Letter by the Loan Commitment Date (para 1812)
1202 Purchaser may apply for financing in connection with this sale but Purchasers obligation to purchase this Contract is not contingent upon issuance of a Loan Commitment Letter
1203 Purchaser shall not apply for financing in connection with this sale
121 If para 120 1 or 1202 applies the Financing Terms for para 18 are A loan of $ for a term of 30 years or such lesser amount or shorter term as applied for or acceptable to Purchaser and the Loan Commitment Date for para 18 is 30 calendar days after the Delivery Date
122 The Delivery Date of this Contract is the date on which a fully executed counterpart of this Contract is deemed given to and received by Purchaser or Purchasers Attorney as provided in para 173
123 All Proposed Occupants of the Unit are
1231 persons and relationship to Purchaser
Purchasers
1232 pets
124 The Contract Deposit shall be held in [a non] [an] IOLA escrow account If the account is a non-IOLA account then interest shall be paid to the Party entitled to the Contract Deposit The Party receiving the interest shall pay any income taxes thereon The escrow account shall be a segregated bank account at
Depository XXXX Bank
Address (See para 27)
125 This Contract is [not] continued on attached rider(s)
2 Agreement to Sell and Purchase Purchase Price Escrow
21 Seller agrees to sell to Purchaser and Purchaser agrees to purchase from Seller the Sellers Shares Lease Personalty and any Included Interests and all other items included in this sale for the Purchase Price and upon the terms and conditions set forth in this Contract
22 The Purchase Price is payable to Seller by Purchaser as follows
221 the Contract Deposit at the time of signing this Contract by Purchasers good check to the order of Escrowee and
222 the Balance at Closing only by cashiers or official bank check or certified check of Purchaser payable to the direct order of Seller The check(s) shall be drawn on and payable by a branch of a commercial or savings bank savings and loan association or trust company located in the same City or County as the Unit Seller may direct on reasonable Notice (defined in para 17) prior to Closing that all or a portion of the Balance shall be made payable to persons other than Seller (see para 177)
3 Personalty
31 Subject to any rights of the Corporation or any holder of a mortgage to which the Lease is subordinate this sale includes all of the Sellers interest if any in the Personalty and the Included Interests
32 No consideration is being paid for the Personalty or for the Included Interests nothing shall be sold to Purchaser if the Closing does not occur
33 Prior to Closing Seller shall remove from the Unit all the furniture furnishings and other property not included in this sale and repair any damage caused by such removal
4 Representations and Covenants
41 Subject to any matter affecting title to the Premises (as to which Seller makes no representations or covenants) Seller represents and covenants that
4 11 Seller is and shall at Closing be the sole owner of the Shares Lease Personalty and Included Interests with the full right power and authority to sell and assign them Seller shall make timely provision to satisfy existing security interest(s) in the Shares and Lease and have the same delivered at Closing (See para 101)
412 the Shares were duly issued fully paid for and are non-assessable
413 the Lease is and will at Closing be in full force and effect and no notice of default under the Lease is now or will at Closing be in effect
414 the Maintenance and Assessments payable as of the date hereof are as specified in para 117 and 118
415 as of this date Seller neither has actual knowledge nor has received any written notice of any increase in Maintenance or any Assessment which has been adopted by the Board of Directors of the Corporation and is not reflected in the amounts set forth in parapara 117 and 118
416 Seller has not made any material alterations or additions to the Unit without any required consent of the Corporation or to Sellers actual knowledge without compliance with all applicable law This provision shall not survive Closing
417 Seller has not entered into shall not enter into and has no actual knowledge of any agreement (other than the Lease) affecting title to the Unit or its use andor occupancy after Closing or which would be binding on or adversely affect Purchaser after Closing (eg a sublease or alteration agreement)
418 Seller has been known by no other name for the past 10 years except as set forth in para 111
419 at Closing in accordance with para 152
4191 there shall be no judgments outstanding against Seller which have not been bonded against collection out of the Unit (Judgments)
4192 the Shares Lease Personalty and any Included Interests shall be free and clear of liens (other than the Corporations general lien on the Shares for which no monies shall be owed) encumbrances and adverse interests (Liens)
4193 all sums due to the Corporation shall be fully paid by Seller to the end of the payment period immediately preceding the date of Closing
4194 Seller shall not be indebted for labor or material which might give rise to the filing of a notice of mechanics lien against the Unit or the Premises and
4195 no violations shall be of record which the owner of the Shares and Lease would be obligated to remedy under the Lease
42 Purchaser represents and covenants that
421 Purchaser is acquiring the Shares and Lease for primary residential occupancy of the Unit solely by the Proposed Occupants identified in para 1 23
422 Purchaser is not and within the past 7 years has not been the subject of a bankruptcy proceeding
423 if para 1203 applies Purchaser shall not apply for financing in connection with this purchase
424 Each individual comprising Purchaser is over the age of 18 and is purchasing for Purchasers own account (beneficial and of record)
425 Purchaser shall not make any representations to the Corporation contrary to the foregoing and shall provide all documents in support thereof required by the Corporation in connection with Purchasers application for approval of this transaction and
426 there are not now and shall not be at Closing any unpaid tax liens or monetary judgments against Purchaser
43 Each Party covenants that its representations and covenants contained in para 4 shall be true and complete at Closing and except for para 416 shall survive Closing but any action based thereon must be instituted within one year after Closing
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 Corporations 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 Corporations shareholders under Internal Revenue Code (IRC) sect216 (or any successor statute)
6 Required Approval and References
61 This sale is subject to the unconditional consent of the Corporation
62 Purchaser shall in good faith
621 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 or if para 1201 or 1202 applies and the Loan Commitment Letter is required by the Corporation within 3 business days after the earlier of (i) the Loan Commitment Date (defined in para 12 1) or (ii) the date of receipt of the Loan Commitment Letter (defined in para 1812) whether said commitment letter is conditional or unconditional
622 attend (and cause any Proposed Occupant to attend) one or more personal interviews as requested by the Corporation and
623 promptly submit to the Corporation such further references data and documents reasonably requested by the Corporation 63 Either Party after learning of the Corporations 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 Corporations 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 para 63 the Escrowee shall refund the Contract Deposit to Purchaser 64 If such consent is refused or not given due to Purchasers bad faith conduct Purchaser shall be in default and para 131 shall govern 7 Condition of Unit and Personalty Possession 71 Seller makes no representation as to the physical condition or state of repair of the Unit the Personalty the Included Interests or the Premises Purchaser has inspected or waived inspection of the Unit the Personalty and the Included Interests and shall take the same as is as of the date of
this Contract except for reasonable wear and tear However at the time of Closing the appliances shall be in working order and required smoke detector(s) shall be installed and operable 72 At Closing Seller shall deliver possession of the Unit Personalty and Included Interests in the condition required by para 71 broom clean vacant and free of all occupants and rights of possession 8 Risk of Loss 81 The provisions of General Obligations Law Section 5-1311 as modified herein shall apply to this transaction as if it were a sale of realty For purposes of this paragraph the term Unit includes built-in Personalty 82 Destruction shall be deemed material under GOL 5-1311 if the reasonably estimated cost to restore the Unit shall exceed 5 of the Purchase Price 83 In the event of any destruction of the Unit or the Premises when neither legal title nor the possession of the Unit has been transferred to Purchaser Seller shall give Notice of the loss to Purchaser (Loss Notice) by the earlier of the date of Closing or 7 business days after the date of the loss 84 If there is material destruction of the Unit without fault of Purchaser this Contract shall be deemed canceled in accordance with para 163 unless Purchaser elects by Notice to Seller to complete the purchase with an abatement of the Purchase Price or 85 Whether or not there is any destruction of the Unit if without fault of Purchaser more than 10 of the units in the Premises are rendered uninhabitable or reasonable access to the Unit is not available then Purchaser shall have the right to cancel this Contract in accordance with para 163 by Notice to Seller 86 Purchasers Notice pursuant to para 84 or para 85 shall be given within 7 business days following the giving of the Loss Notice except that if Seller does not give a Loss Notice Purchasers Notice may be given at any time at or prior to Closing 87 In the event of any destruction of the Unit Purchaser shall not be entitled to an abatement of the Purchase Price (i) that exceeds the reasonably estimated cost of repair and restoration or (ii) for any loss that the Corporation is obliged to repair or restore but Seller shall assign to Purchaser without recourse Sellers claim if any against the Corporation with respect to such loss 9 Closing Location The Closing shall be held at the location designated by the Corporation or if no such designation is made at the office of Sellers Attorney 10 Closing 101 At Closing Seller shall deliver or cause to be delivered 1011 Sellers certificate for the Shares duly endorsed for transfer to Purchaser or accompanied by a separate duly executed stock power to Purchaser and in either case with any guarantee of Sellers signature required by the Corporation 1012 Sellers counterpart original of the Lease all assignments and assumptions in the chain of title and a duly executed assignment thereof to Purchaser in the form required by the Corporation 1013 FIRPTA documents required by para 25 1014 keys to the Unit building entrance(s) and if applicable garage mailbox storage unit and any locks in the Unit 1015 if requested an assignment to Purchaser of Sellers interest in the Personalty and Included Interests 1016 any documents and payments to comply with para 152 1017 If Seller is unable to deliver the documents required in para 1011 or 1012 then Seller shall deliver or cause to be delivered all documents and payments required by the Corporation for the issuance of anew certificate for the Shares or a new Lease 102 At Closing Purchaser shall 1021 pay the Balance in accordance with para 222 1022 execute and deliver to Seller and the Corporation an agreement assuming the Lease in the form required by the Corporation and 1023 if requested by the Corporation execute and deliver counterparts of a new lease substantially the same as the Lease for the balance of the Lease term in which case the Lease shall be canceled and surrendered to the Corporation together with Sellers assignment thereof to Purchaser
103 At Closing the Parties shall complete and execute all documents necessary 1031 for Internal Revenue Service (IRS) form 1099-S or other similar requirements 1032 to comply with smoke detector requirements and any applicable transfer tax filings and 1033 to transfer Sellers interest if any in and to the Personalty and Included Interests 104 Purchaser shall not be obligated to close unless at Closing the Corporation delivers 1041 to Purchaser a new certificate for the Shares in the name of Purchaser and 1042 a written statement by an officer or authorized agent of the Corporation consenting to the transfer of the Shares and Lease to Purchaser and setting forth the amounts of and payment status of all sums owed by Seller to the Corporation including Maintenance and any Assessments and the dates to which each has been paid 11 Closing Fees Taxes and Apportionments 11 1 At or prior to Closing 1111 Seller shall pay if applicable 11111 the cost of stock transfer stamps and 11112 transfer taxes except as set forth in para 11122 1112 Purchaser shall pay if applicable 11121 any fee imposed by the Corporation relating to Purchasers financing and 11122 transfer taxes imposed by statute primarily on Purchaser (eg the mansion tax) 112 The Flip Tax if any shall be paid by the Party specified in para 119 113 Any fee imposed by the Corporation and not specified in this Contract shall be paid by the Party upon whom such fee is expressly imposed by the Corporation and if no Party is specified by the Corporation then such fee shall be paid by Seller 114 The Parties shall apportion as of 1159 PM of the day preceding the Closing the Maintenance and any other periodic charges due the Corporation (other than Assessments) and STAR Tax Exemption (if the Unit is the beneficiary of same) based on the number of the days in the month of Closing 115 Assessments whether payable in a lump sum or installments shall not be apportioned but shall be paid by the Party who is the owner of the Shares on the date specified by the Corporation for payment Purchaser shall pay any installments payable after Closing provided Seller had the right and elected to pay the Assessment in installments 116 Each Party shall timely pay any transfer taxes for which it is primarily liable pursuant to law by cashiers official bank certified or attorneys escrow check This para 116 shall survive Closing 117 Any computational errors or omissions shall be corrected within 6 months after Closing This para 117 shall survive Closing 12 Broker 121 Each Party represents that such Party has not dealt with any person acting as a broker whether licensed or unlicensed in connection with this transaction other than the Broker(s) named in para 15 122 Seller shall pay the Brokers commission pursuant to a separate agreement The Broker(s) shall not be deemed to be a third-party beneficiary of this Contract 123 This para 12 shall survive Closing cancellation or termination of this Contract 13 Defaults Remedies and Indemnities 131 In the event of a default or misrepresentation by Purchaser Sellers sole and exclusive remedies shall be to cancel this Contract retain the Contract Deposit as liquidated damages and if applicable Seller may enforce the indemnity in para 133 as to brokerage commission or sue under para 134 Purchaser prefers to limit Purchasers exposure for actual damages to the amount of the Contract Deposit which Purchaser agrees constitutes a fair and reasonable amount of compensation for Sellers damages under the circumstances and is not a penalty The principles of real property law shall apply to this liquidated damages provision 132 In the event of a default or misrepresentation by Seller Purchaser shall have such remedies as Purchaser is entitled to at law or in equity including
specific performance because the Unit and possession thereof cannot be duplicated 133 Subject to the provisions of para 43 each Party indemnifies and holds harmless the other against and from any claim judgment loss liability cost or expense resulting from the indemnitors breach of any of its representations or covenants stated to survive Closing cancellation or termination of this Contract Purchaser indemnifies and holds harmless Seller against and from any claim judgment loss liability cost or expense resulting from the Lease obligations accruing from and after the Closing Each indemnity includes without limitation reasonable attorneys fees and disbursements court costs and litigation expenses arising from the defense of any claim and enforcement or collection of a judgment under this indemnity provided the indemnitee is given Notice and opportunity to defend the claim This para 133 shall survive Closing cancellation or termination of this Contract 134 In the event any instrument for the payment of the Contract Deposit fails of collection Seller shall have the right to sue on the uncollected instrument In addition such failure of collection shall be a default under this Contract provided Seller gives Purchaser Notice of such failure of collection and within 3 business days after Notice is given Escrowee does not receive from Purchaser an unendorsed good certified check bank check or immediately available funds in the amount of the uncollected funds Failure to cure such default shall entitle Seller to the remedies set forth in Paragraph 131 and to retain all sums as may be collected andor recovered 14 Entire Agreement Modification 141 All prior oral or written representations understandings and agreements had between the Parties with respect to the subject matter of this Contract and with the Escrowee as to para 27 are merged in this Contract which alone fully and completely expresses the Parties and Escrowees agreement 142 The Attorneys may extend in writing any of the time limitations stated in this Contract Any other provision of this Contract may be changed or waived only in writing signed by the Party or Escrowee to be charged 15 Removal of Liens and Judgments 151 Purchaser shall deliver or cause to be delivered to Seller or Sellers Attorney not less than 10 calendar days prior to the Scheduled Closing Date a Lien and Judgment search except that Liens or Judgments first disclosed in a continuation search shall be reported to Seller within 2 business days after receipt thereof but not later than the Closing Seller shall have the right to adjourn the Closing pursuant to para 16 to remove any such Liens and Judgments Failure by Purchaser to timely deliver such search or continuation search shall not constitute a waiver of Sellers covenants in para 4 as to Liens and Judgments However if the Closing is adjourned solely by reason of untimely delivery of the Lien and Judgment search the apportionments under Paragraph 113 shall be made as of 1159 PM of the day preceding the Scheduled Closing Date in para 115 152 Seller at Sellers expense shall obtain and deliver to the Purchaser the documents and payments necessary to secure the release satisfaction termination and discharge or removal of record of any Liens and Judgments Seller may use any portion of the Purchase Price for such purposes 153 This para 15 shall survive Closing 16 Sellers Inability 161 If Seller shall be unable to transfer the items set forth in para 21 in accordance with this Contract for any reason other than Sellers failure to make a required payment or other willful act or omission then Seller shall have the right to adjourn the Closing for periods not exceeding 60 calendar days in the aggregate but not extending beyond the expiration of Purchasers Loan Commitment Letter if para 1201 or 1202 applies 162 If Seller does not elect to adjourn the Closing or (if adjourned) on the adjourned date of Closing Seller is still unable to perform then unless Purchaser elects to proceed with the Closing without abatement of the Purchase Price either Party may cancel this Contract on Notice to the other Party given at any time thereafter 163 In the event of such cancellation the sole liability of Seller shall be to cause the Contract Deposit to be refunded to Purchaser and to reimburse Purchaser for the actual costs incurred for Purchases lien and title search if any
17 Notices and Contract Delivery 171 Any notice or demand (Notice) shall be in writing and delivered either by hand overnight delivery or certified or registered mail return receipt requested to the Party or and simultaneously in like manner to such Partys Attorney if any and to Escrowee at their respective addresses or to such other address as shall hereafter be designated by Notice given pursuant to this para 17 172 The Contract may be delivered as provided in para 171 or by ordinary mail 173 The Contract or each Notice shall be deemed given and received 1731 on the day delivered by hand 1732 on the business day following the date sent by overnight delivery 1733 on the 5th business day following the date sent by certified or registered mail or 1734 as to the Contract only 3 business days following the date of ordinary mailing 174 A Notice to Escrowee shall be deemed given only upon actual receipt by Escrowee 175 The Attorneys are authorized to give and receive any Notice on behalf of their respective clients 176 Failure or refusal to accept a Notice shall not invalidate the Notice 177 Notice pursuant to parapara 222 and 134 may be delivered by confirmed facsimile to the Partys Attorney and shall be deemed given when transmission is confirmed by senders facsimile machine 18 Financing Provisions 181 The provisions of parapara 181 and 182 are applicable only if para 1201 or 1202 applies 1811 An Institutional Lender is any of the following that is authorized under Federal or New York State law to issue a loan secured by the Shares and Lease and is currently extending similarly secured loan commitments in the county in which the Unit is located a bank savings bank savings and loan association trust company credit union of which Purchaser is a member mortgage banker insurance company or governmental entity 1812 A Loan Commitment Letter is a written offer from an Institutional Lender to make a loan on the Financing Terms (see para 1 2 1) at prevailing fixed or adjustable interest rates and on other customary terms generally being offered by Institutional Lenders making cooperative share loans An offer to make a loan conditional upon obtaining an appraisal satisfactory to the Institutional Lender shall not become a Loan Commitment Letter unless and until such condition is met An offer conditional upon any factor concerning Purchaser (eg sale of current home payment of outstanding debt no material adverse change in Purchasers financial condition etc) is a Loan Commitment Letter whether or not such condition is met Purchaser accepts the risk that and cannot cancel this Contract if any condition concerning Purchaser is not met 182 Purchaser directly or through a mortgage broker registered pursuant to Article 12-D of the Banking Law shall diligently and in good faith 1821 apply only to an Institutional Lender for a loan on the Financing Terms (see para 121) on the form required by the Institutional Lender containing truthful and complete information and submit such application together with such documents as the Institutional Lender requires and pay the applicable fees and charges of the Institutional Lender all of which shall be performed within 5 business days after the Delivery Date 1822 promptly submit to the Institutional Lender such further references data and documents requested by the Institutional Lender and 1823 accept a Loan Commitment Letter meeting the Financing Terms and comply with all requirements of such Loan Commitment Letter (or any other loan commitment letter accepted by Purchaser) and of the Institutional Lender in order to close the loan and 1824 furnish Seller with a copy of the Loan Commitment Letter promptly after Purchasers receipt thereof 1825 Purchaser is not required to apply to more than one Institutional Lender 183 If Paragraph 1201 applies then 1831 provided Purchaser has complied with all applicable provisions of para 182 and this para 183 Purchaser may cancel this Contract as set forth below if
18311 any Institutional Lender denies Purchasers application in writing prior to the Loan Commitment Date (see Paragraph 121) or 18312 a Loan Commitment Letter is not issued by the Institutional Lender on or before the Loan Commitment Date or 18313 any requirement of the Loan Commitment Letter other than one concerning Purchaser is not met (eg failure of the Corporation to execute and deliver the Institutional Lenders recognition agreement or other document financial condition of the Corporation owner occupancy quota etc) or 18314 (i) the Closing is adjourned by Seller or the Corporation for more than 30 business days from the Scheduled Closing Date and (ii) the Loan Commitment Letter expires on a date more than 30 business days after the Scheduled Closing Date and before the new date set for Closing pursuant to this para and (iii) Purchaser is unable in good faith to obtain from the Institutional Lender an extension of the Loan Commitment Letter or a new Loan Commitment Letter on the Financing Terms without paying additional fees to the Institutional Lender unless Seller agrees by Notice to Purchaser within 5 business days after receipt of Purchasers Notice of cancellation on such ground that Seller will pay such additional fees and Seller pays such fees when due Purchaser may not object to an adjournment by Seller for up to 30 business days solely because the Loan Commitment Letter would expire before such adjourned Closing date 1832 Purchaser shall deliver Notice of cancellation to Seller within 5 business days after the Loan Commitment Date if cancellation is pursuant to para 18311 or 18312 and on or prior to the Scheduled Closing Date if cancellation is pursuant to para 18313 or 18314 1833 If cancellation is pursuant to Paragraph 18311 then Purchaser shall deliver to Seller together with Purchasers Notice a copy of the Institutional Lenders written denial of Purchasers loan application If cancellation is pursuant to para 18313 then Purchaser shall deliver to Seller together with Purchasers Notice evidence that a requirement of the Institutional Lender was not met 1834 Seller may cancel this Contract by Notice to Purchaser sent within 5 days after the Loan Commitment Date if Purchaser shall not have sent by then either (i) Purchasers Notice of cancellation or (ii) a copy of the Loan Commitment Letter to Seller which cancellation shall become effective if Purchaser does not deliver a copy of such Loan Commitment Letter to Seller within 10 business days after the Loan Commitment Date 1835 Failure by either Purchaser or Seller to deliver Notice of cancellation as required by this para 183 shall constitute a waiver of the right to cancel under this para 183 1836 If this Contract is canceled by Purchaser pursuant to this para 183 then thereafter neither Party shall have any further rights against or obligations or liabilities to the other by reason of this Contract except that the Contract Deposit shall be promptly refunded to Purchaser and except as set forth in para 12 If this Contract is canceled by Purchaser pursuant to para 18314 then Seller shall reimburse Purchaser for any non-refundable financing and inspection expenses and other sums reimbursable pursuant to para 16 1837 Purchaser cannot cancel this Contract pursuant to 18314 and cannot obtain a refund of the Contract Deposit if the Institutional Lender fails to fund the loan 18371 because a requirement of the Loan Commitment Letter concerning Purchaser is not met (eg Purchasers financial condition or employment status suffers an adverse change Purchaser fails to satisfy a condition relating to the sale of an existing residence etc) or 18372 due to the expiration of a Loan Commitment Letter issued with an expiration date that is not more than 30 business days after the Scheduled Closing Date 19 SingularPlural and JointSeveral The use of the singular shall be deemed to include the plural and vice versa whenever the context so requires If more than one person constitutes Seller or Purchaser their obligations as such Party shall be joint and several 20 No Survival No representation andor covenant contained herein shall survive Closing except as expressly provided Payment of the Balance shall constitute a discharge and release by Purchaser of all of Sellers obligations hereunder except those expressly stated to survive Closing 21 Inspections
Purchaser and Purchasers representatives shall have the right to inspect the Unit within 48 hours prior to Closing and at other reasonable times upon reasonable request to Seller 22 Governing Law and Venue This Contract shall be governed by the laws of the State of New York without regard to principles of conflict of laws Any action or proceeding arising out of this Contract shall be brought in the county or Federal district where the Unit is located and the Parties hereby consent to said venue 23 No Assignment by Purchaser Death of Purchaser 231 Purchaser may not assign this Contract or any of Purchasers rights hereunder Any such purported assignment shall be null and void 232 This Contract shall terminate upon the death of all persons comprising Purchaser and the Contract Deposit shall be refunded to the Purchaser Upon making such refund and reimbursement neither Party shall have any further liability or claim against the other hereunder except as set forth in para 12 24 Cooperation of Parties 241 The Parties shall each cooperate with the other the Corporation and Purchasers Institutional Lender and title company if any and obtain execute and deliver such documents as are reasonably necessary to consummate this sale 242 The Parties shall timely file all required documents in connection with all governmental filings that are required by law Each Party represents to the other that its statements in such filings shall be true and complete This para 242 shall survive Closing 25 FIRPTA The parties shall comply with IRC sectsect 897 1445 and the regulations thereunder as same may be amended (FIRPTA) If applicable Seller shall execute and deliver to purchaser at Closing a Certification of Non-Foreign Status (CNS) or deliver a Withholding Certificate from the IRS If Seller fails to deliver a CNS or a Withholding Certificate Purchaser shall withhold from the Balance and remit to the IRS such sum as may be required by law Seller hereby waives any right of action against Purchaser on account of such withholding and remittance This para 25 shall survive Closing 26 Additional Requirements 261 Purchaser shall not be obligated to close unless all of the following requirements are satisfied at the time of the Closing 2611 the Corporation is in good standing 2612 the Corporation has fee or leasehold title to the Premises whether or not marketable or insurable and 2613 there is no pending in rem action tax certificatelien sale or foreclosure action of any underlying mortgage affecting the Premises 262 If any requirement in para 261 is not satisfied at the time of the Closing Purchaser shall give Seller Notice and if the same is not satisfied within a reasonable period of time thereafter then either Party may cancel this Contract (pursuant to para 163) by Notice 27 Escrow Terms 271 The Contract Deposit shall be deposited by Escrowee in an escrow account as set forth in para 124 and the proceeds held and disbursed in accordance with the terms of this Contract At Closing the Contract Deposit shall be paid by Escrowee to Seller If the Closing does not occur and either Party gives Notice to Escrowee demanding payment of the Contract Deposit Escrowee shall give prompt Notice to the other Party of such demand If Escrowee does not receive a Notice of objection to the proposed payment from such other Party within 10 business days after the giving of Escrowees Notice Escrowee is hereby authorized and directed to make such payment to the demanding party If Escrowee does receive such a Notice of objection within said period or if for any reason Escrowee in good faith elects not to make such payment Escrowee may continue to hold the Contract Deposit until otherwise directed by a joint Notice by the Parties or a final non-appealable judgment order or decree of a court of competent jurisdiction However Escrowee shall have the right at any time to deposit the Contract Deposit and the interest thereon if any with the clerk of a court in the county as set forth in para 22 and shall give Notice of such deposit to each Party Upon disposition of the Contract Deposit and
interest thereon if any in accordance with this para 27 Escrowee shall be released and discharged of all escrow obligations and liabilities 272 The Party whose Attorney is Escrowee shall be liable for loss of the Contract Deposit If the Escrowee is Sellers attorney then Purchaser shall be credited with the amount of the contract Deposit at Closing 273 Escrowee will serve without compensation Escrowee is acting solely as a stakeholder at the Parties request and for their convenience Escrowee shall not be liable to either Party for any act or omission unless it involves bad faith willful disregard of this Contract or gross negligence In the event of any dispute Seller and Purchaser shall jointly and severally (with right of contribution) defend (by attorneys selected by Escrowee) indemnify and hold harmless Escrowee from and against any claim judgment loss liability cost and expenses incurred in connection with the performance of Escrowees acts or omissions not involving bad faith willful disregard of this Contract or gross negligence This indemnity includes without limitation reasonable attorneys fees either paid to retain attorneys or representing the fair value of legal services rendered by Escrowee to itself and disbursements court costs and litigation expenses 274 Escrowee acknowledges receipt of the Contract Deposit by check subject to collection
275 Escrowee agrees to the provisions of this para 27 276 If Escrowee is the Attorney for a Party Escrowee shall be permitted to represent such Party in any dispute or lawsuit 277 This para 27 shall survive Closing cancellation or termination of this Contract 28 Margin Headings The margin headings do not constitute part of the text of this Contract 29 Miscellaneous This Contract shall not be binding unless and until Seller delivers a fully executed counterpart of this Contract to Purchaser (or Purchasers Attorney) pursuant to para 172 and 173 This Contract shall bind and inure to the benefit of the Parties hereto and their respective heirs personal and legal representatives and successors in interest 30 Lead Paint If applicable the complete and fully executed Disclosure of Information on Lead Based Paint and or Lead-Based Paint Hazards is attached hereto and made a part hereof
In Witness Whereof the Parties hereto have duly executed this Contract as of the date first above written
ESCROW TERMS AGREED TO SELLER PURCHASER GIDDINS CLAMAN LLP ESCROWEE
Rider to and Part of Contract of Sale Between as Seller and as Purchaser for Unit at New York NY
31 Purchasers Additional Representations and Covenants 3 11 Supplementing para 42 of the Contract Purchaser also represents and covenants that 3111 Purchaser has and will at Closing have available unencumbered cash and cash equivalents (including publicly traded securities) in a sum at least equal to (and having a then current value of) the Balance and 3112 Purchaser has and will at and immediately following the Closing have a positive net worth 312 the Maintenance and the monthly amount of the Assessment (if any) do not aggregate more than 25 of the current total gross monthly income of the individuals comprising the Purchaser
313 (if para 1201 or para 1202 applies) the monthly debt service (interest and amortization of principal if any) of the proposed financing together with the Maintenance and the monthly Assessment amount (if any) do not aggregate more than 35 of said current total gross monthly income 32 Supplementing paragraph 4 1 Seller has no actual knowledge of a material default or condition which the Lessee is required to cure under the Lease and which remains uncured If prior to Closing Seller acquires knowledge of a such default or condition which the Lessee would be required to cure then Seller shall cure same at or prior to Closing This provision shall not survive closing
The Parties have duly executed this Rider as of the same date as the Contract SELLER PURCHASER ______________________________ _______________________________
Note This form is intended to deal with matters common to most transactions
involving the sale of a condominium unit Provisions should be added altered or
deleted to suit the circumstances of a particular transaction No representation is
made that this form of contract complies with Section 5-702 of the General
Obligations Law (ldquoPlain Language Lawrdquo)
CONSULT YOUR LAWYER BEFORE SIGNING THIS AGREEMENT
Contract of Sale - Condominium Unit
Agreement made as of 2010 between residing at Street Apt
New York NY (ldquoSellerrdquo) and residing at (ldquoPurchaserrdquo)
1 Unit Seller agrees to sell and convey and Purchaser agrees to purchase Unit
No (ldquoUnitrdquo) in the building (ldquoBuildingrdquo) known as Condominium
(ldquoCondominiumrdquo) and located at New York NY New York together with a
XXXXX percent undivided interest in the Common Elements (as defined in para 6)
appurtenant thereto all upon and subject to the terms and conditions set forth herein The
Unit shall be as designated in the Declaration of Condominium Ownership (as the same
may be amended from time to time the ldquoDeclarationrdquo) of the Condominium recorded in
New York County New York or the By-Laws (as the same may be amended from time
to time the ldquoBy-Lawsrdquo) of the Condominium
2 Personal Property (a) The sale includes all of Sellerrsquos right title and
interest if any in and to
(i) the refrigerators freezers ranges ovens built-in microwave
ovens dishwashers washing machines clothes dryers cabinets and counters lighting
and plumbing fixtures chandeliers air conditioning equipment venetian blinds shades
screens storm windows and other window treatments wall-to-wall carpeting
bookshelves switchplates door hardware and mirrors built-ins and articles of property
and fixtures attached to or appurtenant to the Unit except those listed in subpara 2(b) all
of which included property and fixtures are represented to be owned by Seller free and
clear of all liens and encumbrances other than those encumbrances (ldquoPermitted
Exceptionsrdquo) set forth on Schedule A annexed hereto and made a part hereof (strike out
inapplicable items) to the extent any of the foregoing exist in the Unit on the date
hereof and
- 2 -
(ii)
(b) Excluded from this sale are
(i) furniture and furnishings (other than as specifically provided
in this Contract) and
(ii)
(c) The property referred to in subpara 2(a)(i) and (ii) may not be
purchased if title to the Unit is not conveyed hereunder
3 Purchase Price (a) The purchase price (ldquoPurchase Pricerdquo) is $
payable as follows
(i) $ (ldquoDownpaymentrdquo) on the signing of this Contract by
good check subject to collection the receipt of which is hereby acknowledged to be held
in escrow pursuant to para 16 and
(ii) $ constituting the balance of the Purchase Price by
certified check of Purchaser or official bank check (except as otherwise provided in this
Contract) on the delivery of the deed as hereinafter provided
(b) All checks in payment of the Purchase Price shall represent United
States currency and be drawn on or issued by a bank or trust company authorized to
accept deposits in New York State All checks in payment of the Downpayment shall be
payable to the order of Escrowee (as hereinafter defined) All checks in payment of the
balance of the Purchase Price shall be payable to the order of Seller (or as Seller
otherwise directs pursuant to subparas 6(a)(viii) or 18(b))
(c) Except for the Downpayment and checks aggregating not more than
one-half of one percent of the Purchase Price One Thousand Dollars ($100000)
including payment for closing adjustments all checks delivered by Purchaser shall be
certified or official bank checks as hereinabove provided
4 Closing of Title The closing documents referred to in para 6 shall be
delivered and payment of the balance of the Purchase Price shall be made at the closing
of title (ldquoClosingrdquo) to be held on or about at AM at the offices of
Giddins Claman LLP 675 Third Avenue 29th
Floor New York NY or at the office
of Purchaserrsquos lending institution or its counsel provided however that such office is
located in either the City or County in which either (a) Sellerrsquos attorney maintains an
office or (b) the Unit is located
5 Representations Warranties and Covenants Seller represents warrants
and covenants that
- 3 -
(a) Seller is the sole owner of the Unit and the property referred to in
subpara 2(a) and Seller has the full right power and authority to sell convey and transfer
the same
(b) The common charges (excluding separately billed utility charges) for
the Unit on the date hereof are $xxxxx per month
(c) Seller has not received any written notice of any intended assessment
or increase in common charges not reflected in subpara 5(b) Purchaser acknowledges
that it will not have the right to cancel this Contract in the event of the imposition of any
assessment or increase in common charges after the date hereof of which Seller has not
heretofore received written notice
(d) The real estate taxes for the Unit for the fiscal year of ________
through ________ are $_________ Purchaser may verify the real estate taxes on the
website of the New York City Department of Finance A printout from the website
is attached
(e) Seller is not a ldquosponsorrdquo or a nominee of a ldquosponsorrdquo under any plan of
condominium organization affecting the Unit
(f) All refrigerators freezers ranges dishwashers washing machines
clothes dryers and air conditioning equipment included in this sale will be in working
order at the time of Closing
(g) If a copy is attached to this Contract the copy of the Certificate of
Occupancy covering the Unit is a true and correct copy and
(h) Seller is not a ldquoforeign personrdquo as defined in para 17 (If inapplicable
delete and provide for compliance with Code Withholding Section as defined in para
17)
6 Closing Documents (a) At the Closing Seller shall deliver to Purchaser the
following
(i) Bargain and sale deed With covenant against grantorrsquos acts
(ldquoDeedrdquo) complying with RPL sect 339-o and containing the covenant required by LL sect
13(5) conveying to Purchaser title to the Unit together with its undivided interest in the
Common Elements (as such term is defined in the Declaration and which term shall be
deemed to include Sellerrsquos right title and interest in any limited common elements
attributable to or used in connection with the Unit) appurtenant thereto free and clear of
all liens and encumbrances other than Permitted Exceptions The Deed shall be executed
and acknowledged by Seller and if requested by the Condominium executed and
acknowledged by Purchaser in proper statutory form for recording
- 4 -
(ii) If a corporation and if required pursuant to BCL sect 909 Seller
shall deliver to Purchaser (1) a resolution of its board of directors authorizing the delivery
of the Deed and (2) a certificate executed by an officer of such corporation certifying as
to the adoption of such resolution and setting forth facts demonstrating that the delivery
of the Deed is in conformity with the requirements of BCL sect 909 The Deed shall also
contain a recital sufficient to establish compliance with such law
(iii) A waiver of right of first refusal of the board of managers of
the Condominium (ldquoBoardrdquo) if required in accordance with para 8
(iv) A statement by the Condominium or its managing agent that
the common charges and any assessments then due and payable the Condominium have
been paid to the date of the Closing
(v) All keys to the doors of and mailbox for the Unit
(vi) Such affidavits andor other evidence as the title company
(ldquoTitle Companyrdquo) from which Purchaser has ordered a title insurance report and which
is authorized to do business in New York State shall reasonably require in order to omit
from its title insurance policy all exceptions for judgments bankruptcies or other returns
against Seller and persons or entities whose names are the same as or are similar to
Sellerrsquos name
(vii) New York City Real Property Transfer Tax Return if
applicable and New York State Real Estate Transfer Tax Return prepared executed and
acknowledged by Seller in proper form for submission
(viii) Checks in payment of all applicable real property transfer
taxes except a transfer tax which by law is primarily imposed on the purchaser
(ldquoPurchaser Transfer Taxrdquo) due in connection with the sale In lieu of delivery of such
checks Seller shall have the right upon reasonable prior notice to Purchaser to cause
Purchaser to deliver said checks at the Closing and to credit the amount thereof against
the balance of the Purchase Price Seller shall pay the additional transfer taxes if any
payable after the Closing by reason of the conveyance of the Unit which obligation shall
survive the Closing
(ix) Certification that Seller is not a foreign person pursuant to
para 17 or a withholding certificate from the Internal Revenue Service (If inapplicable
delete and provide for compliance with Code Section as defined in para 17) and
(x) Affidavit that a single station smoke detecting alarm device is
installed pursuant to New York Executive Law sect378(5)
(b) At the Closing Purchaser shall deliver to Seller the following
- 5 -
(i) Checks in payment of (y) the balance of the Purchase Price in
accordance with subpara 3(b) and (z) any Purchaser Transfer Tax
(ii) If required by the Declaration or By-Laws power of attorney
to the Board prepared by Seller in the form required by the Condominium The power of
attorney shall be executed and acknowledged by Purchaser and after being recorded
shall be sent to the Condominium
(iii) New York City Real Property Transfer Tax Return executed
and acknowledged by Purchaser and an Affidavit in Lieu of Registration pursuant to New
York Multiple Dwelling Law each in proper form for submission if applicable and
(iv) If required New York State Equalization Return executed
and acknowledged by Purchaser in proper form for submission
(c) It is a condition of Purchaserrsquos obligation to close title hereunder that
(i) All notes or notices of violations of law or governmental
orders ordinances or requirements affecting the Unit and noted or issued by any
governmental department agency or bureau having jurisdiction which were noted or
issued on or prior to the date hereof shall have been cured by Seller
(ii) Any written notice to Seller from the Condominium (or its
duly authorized representative) that the Unit is in violation of the Declaration By-Laws
or rules and regulations of the Condominium shall have been cured and
(iii) The Condominium is a valid condominium created pursuant
to RPL Art 9-B and the Title Company will so insure
7 Closing Adjustments (a) The following adjustments shall be made as of
1159 PM of the day before the Closing
(i) Real estate taxes and water charges and sewer rents if
separately assessed on the basis of the fiscal period for which assessed except that if
there is a water meter with respect to the Unit apportionment shall be based on the last
available reading subject to adjustment after the Closing promptly after the next reading
is available provided however that in the event real estate taxes have not as of the date
of Closing been separately assessed to the Unit real estate taxes shall be apportioned on
the same basis as provided in the Declaration or By-Laws or in the absence of such
provision based upon the Unitrsquos percentage interest in the Common Elements
(ii) Common charges of the Condominium and
(iii) If fuel is separately stored with respect to the Unit only the
value of fuel stored with respect to the Unit at the price then charged by Sellerrsquos supplier
- 6 -
(as determined by a letter or certificate to be obtained by Seller from such supplier)
including any sales taxes
(b) If at the time of Closing the Unit is affected by an assessment which is
or may become payable in installments then for the purposes of this Contract only the
unpaid installments which are then due shall be considered due and are to be paid by
Seller at the Closing All subsequent installments at the time of Closing shall be the
obligation of Purchaser
(c) Any errors or omissions in computing closing adjustments shall be
corrected This subpara 7(c) shall survive the Closing
(d) If the Unit is located in the City of New York the ldquocustoms in respect
to title closingsrdquo recommended by The Real Estate Board of New York Inc as amended
and in effect on the date of Closing shall apply to the adjustments and other matters
therein mentioned except as otherwise provided herein
8 Right of First Refusal If so provided in the Declaration or By-Laws this
sale is subject to and conditioned upon the waiver of a right of first refusal to purchase
the Unit held by the Condominium and exercisable by the Board Seller agrees to give
notice promptly to the Board of the contemplated sale of the Unit to Purchaser which
notice shall be given in accordance with the terms of the Declaration and By-Laws and
Purchaser agrees to provide promptly all applications information and references
reasonably requested by the Board If the Board shall exercise such right of first refusal
Seller shall promptly refund to Purchaser the Downpayment (which term for all purposes
of this Contract shall be deemed to include interest if any earned thereon) and upon the
making of such refund this Contract shall be deemed cancelled and of no further force or
effect and neither party shall have any further rights against or obligations or liabilities
to the other by reason of this Contract If the Board shall fail to exercise such right of
first refusal within the time and in the manner provided for in the Declaration or By-Laws
or shall declare in writing its intention not to exercise such right of first refusal (a copy of
which writing shall be delivered to Purchaser promptly following receipt thereof) the
parties hereto shall proceed with this sale in accordance with the provisions of this
Contract
9 Processing Fee Seller shall at the Closing pay all fees and charges payable
to the Condominium (andor its managing agent) in connection with this sale and
customarily charged to Sellers by the Condominium including without limitation
any processing fee the legal fees if any of the Condominiumrsquos attorney in connection
with this sale and unless otherwise agreed to by Seller and Purchaser in writing all ldquoflip
taxesrdquo transfer or entrance fees or similar charges if any payable to or for the
Condominium or otherwise for the benefit of the Condominium unit owners which arise
by reason of this sale Purchaser shall pay all fees customarily charged to Purchasers
by the Condominium or Managing Agent
- 7 -
10 No Other Representations Purchaser has examined and is satisfied with the
Declaration By-Laws and rules and regulations of the Condominium or has waived the
examination thereof Purchaser has inspected the Unit its fixtures appliances and
equipment and the personal property if any included in this sale as well as the Common
Elements of the Condominium and knows the condition thereof and subject to subpara
5(f) agrees to accept the same ldquoas isrdquo ie in the condition they are in on the date hereof
subject to normal use wear and tear between the date hereof and the Closing Purchaser
has examined or waived examination of the last audited financial statements of the
Condominium and has considered or waived consideration of all other matters pertaining
to this Contract and to the purchase to be made hereunder and does not rely on any
representations made by any broker or by Seller or anyone acting or purporting to act on
behalf of Seller as to any matters which might influence or affect the decision to execute
this Contract or to buy the Unit or said personal property except those representations
and warranties which are specifically set forth in this Contract
11 Possession Seller shall prior to the Closing remove from the Unit all
furniture furnishings and other personal property not included in this sale shall repair
any damage caused by such removal and shall deliver exclusive possession of the Unit at
the Closing vacant broom-clean and free of tenancies or other rights of use or
possession
12 Access Seller shall permit Purchaser and its architect decorator or other
authorized persons to have the right of access to the Unit between the date hereof and the
Closing for the purpose of inspecting the same and taking measurements at reasonable
times and upon reasonable prior notice to Seller (by telephone or otherwise) Further
Purchaser shall have the right to inspect the Unit at a reasonable time during the 24-hour
period immediately preceding the Closing
13 Defaults and Remedies (a) If Purchaser defaults hereunder Sellerrsquos sole
remedy shall be to retain the Downpayment as liquidated damages it being agreed that
Sellerrsquos damages in case of Purchaserrsquos default might be impossible to ascertain and that
the Downpayment constitutes a fair and reasonable amount of damages under the
circumstances and is not a penalty
(b) If Seller defaults hereunder Purchaser shall have such remedies as
Purchaser shall be entitled to at law or in equity including but not limited to specific
performance
14 Notices Any notice request or other communication (ldquoNoticerdquo) given or
made hereunder (except for the notice required by para 12) shall be in writing and either
(a) sent by any of the parties hereto or their respective attorneys by registered or certified
mail return receipt requested postage prepaid or (b) delivered in person or by overnight
courier with receipt acknowledged to the address given at the beginning of this Contract
for the party to whom the Notice is to be given or to such other address for such party as
said party shall hereafter designate by Notice given to the other party pursuant to this
- 8 -
para 14 or (c) with respect to para 6(a)(viii) or para 18(b) sent by fax to the partyrsquos
attorney Each Notice mailed shall be deemed given on the third business day following
the date of mailing the same and each Notice delivered in person or by overnight courier
shall be deemed given when delivered A copy of each notice sent to a party shall also be
sent to the partyrsquos attorney Each notice sent by fax shall be deemed given when
transmission is confirmed by the senders fax machine The attorneys for the parties are
hereby authorized to give and receive on behalf of their clients all Notices and deliveries
15 Purchaserrsquos Lien The Downpayment and all other sums paid on account of
this Contract and the reasonable expenses of the examination of title to and departmental
violation searches in respect of the Unit are hereby made a lien upon the Unit but such
lien shall not continue after default by Purchaser hereunder
16 Downpayment in Escrow (a) Sellerrsquos attorney (ldquoEscroweerdquo) shall hold the
Downpayment in escrow in a segregated bank account at the depository identified at the
end of this Contract until Closing or sooner termination of this Contract and shall pay
over or apply the Downpayment in accordance with the terms of this para 16 Escrowee
shall hold the Downpayment in a(n) interest-bearing Escrow account for the benefit of
the parties If interest is held for the benefit of the parties it shall be paid to the party
entitled to the Downpayment and the party receiving the interest shall pay any income
taxes thereon If interest is not held for the benefit of the parties the Downpayment shall
be placed in an IOLA account or as otherwise permitted or required by law The Social
Security or Federal Identification numbers of the parties shall be furnished to Escrowee
upon request At Closing the Downpayment shall be paid by Escrowee to Seller If for
any reason Closing does not occur and either party gives Notice (as defined in paragraph
14) to Escrowee demanding payment of the Downpayment Escrowee shall give prompt
Notice to the other party of such demand If Escrowee does not receive Notice of
objection from such other party to the proposed payment within 10 business days after
the giving of such Notice Escrowee is hereby authorized and directed to make such
payment If Escrowee does receive such Notice of objection within such 10 day period or
if for any other reason Escrowee in good faith shall elect not to make such payment
Escrowee shall continue to hold such amount until otherwise directed by Notice from the
parties to this Contract or a final nonappealable judgment order or decree of a court
However Escrowee shall have the right at any time to deposit the Downpayment with the
clerk of a court in the county in which the Unit is located and shall give Notice of such
deposit to Seller and Purchaser Upon such deposit or other disbursement in accordance
with the terms of this para 16 Escrowee shall be relieved and discharged of all further
obligations and responsibilities hereunder
(b) The parties acknowledge that Escrowee is acting solely as a
stakeholder at their request and for their convenience and that Escrowee shall not be
liable to either party for any act or omission on its part unless taken or suffered in bad
faith or in willful disregard of this Contract or involving gross negligence on the part of
Escrowee Seller and Purchaser jointly and severally (with right of contribution) agree to
- 9 -
defend (by attorneys selected by Escrowee) indemnify and hold Escrowee harmless from
and against all costs claims and expenses (including reasonable attorneysrsquo fees) incurred
in connection with the performance of Escroweersquos 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 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 Escroweersquos agreement to the provisions of this para 16 by signing in
the place indicated in this Contract
(e) Escrowee or any member of its firm shall be permitted to act as
counsel for Seller in any dispute as to the disbursement of the Downpayment or any other
dispute between the parties whether or not Escrowee is in possession of the
Downpayment and continues to act as Escrowee
(f) The party whose attorney is Escrowee shall be liable for loss of the
Downpayment
17 FIRPTA Seller represents and warrants to Purchaser that Seller is not a
ldquoforeign personrdquo as defined in IRC sect 1445 as amended and the regulations issued
thereunder (ldquoCode Withholding Sectionrdquo) At the Closing Seller shall deliver to
Purchaser a certificate stating that Seller is not a foreign person in the form then required
by the Code Withholding Section or a withholding certificate from the Internal Revenue
Service In the event Seller fails to deliver the aforesaid certificate or in the event that
Purchaser is not entitled under the Code Withholding Section to rely on such certificate
Purchaser shall deduct and withhold from the Purchase Price a sum equal to 10 thereof
and shall at Closing remit the withheld amount with the required forms to the Internal
Revenue Service
18 Title Report Acceptable Title (a) Purchaser shall promptly after the date
hereof or after receipt of the mortgage commitment letter if applicable order a title
insurance report from the Title Company Promptly after receipt of the title report and
thereafter of any continuations thereof and supplements thereto Purchaser shall forward a
copy of each such report continuation or supplement to the attorney for Seller Purchaser
shall further notify Sellerrsquos attorney of any other objections to title not reflected in such
title report of which Purchaser becomes aware following the delivery of such report
reasonably promptly after becoming aware of such objections
(b) Any unpaid taxes assessments water charges and sewer rents
together with the interest and penalties thereon to a date not less than two days following
- 10 -
the date of Closing and any other liens and encumbrances which Seller is obligated to
pay and discharge or which are against corporations estates or other persons in the chain
of title together with the cost of recording or filing any instruments necessary to
discharge such liens and encumbrances of record may be paid out of the proceeds of the
monies payable at the Closing if Seller delivers to Purchaser at the Closing official bills
for such taxes assessments water charges sewer rents interest and penalties and
instruments in recordable form sufficient to discharge any other liens and encumbrances
of record Upon request made a reasonable time before the Closing Purchaser shall
provide at the Closing separate checks for the foregoing payable to the order of the holder
of any such lien charge or encumbrance and other wise complying with subpara 3(b) If
the Title Company is willing to insure Purchaser that such charges liens and
encumbrances will not be collected out of or enforced against the Unit and is willing to
insure the lien of Purchaserrsquos Institutional Lender (as hereinafter defined) free and clear
of any such charges liens and encumbrances then Seller shall have the right in lieu of
payment and discharge to deposit with the Title Company such funds or to give such
assurances or to pay such special or additional premiums as the Title Company may
require in order to so insure In such case the charges liens and encumbrances with
respect to which the Title Company has agreed so to insure shall not be considered
objections to title
(c) Seller shall convey and Purchaser shall accept fee simple title to the
Unit in accordance with the terms of this Contract subject only to (a) the Permitted
Exceptions and (b) such other matters as (i) the Title Company or any other title insurer
licensed to do business by the State of New York shall be willing without special or
additional premium to omit as exceptions to coverage or to except with insurance against
collection out of or enforcement against the Unit and (ii) shall be accepted by any lender
which has committed in writing to provide mortgage financing to Purchaser for the
purchase of the Unit (ldquoPurchaserrsquos Institutional Lenderrdquo) except that if such
acceptance by Purchaserrsquos Institutional Lender is unreasonably withheld or delayed such
acceptance shall be deemed to have been given
(d) Notwithstanding any contrary provisions in this Contract express or
implied or any contrary rule of law or custom if Seller shall be unable to convey the
Unit in accordance with this Contract (provided that Seller shall release discharge or
otherwise cure at or prior to Closing any matter created by Seller after the date hereof and
any existing mortgage unless this sale is subject to it) and if Purchaser elects not to
complete this transaction without abatement of the Purchase Price the sole obligation and
liability of Seller shall be to refund the Downpayment to Purchaser together with the
reasonable cost of the examination of title to and departmental violation searches in
respect of the Unit and upon the making of such refund and payment this Contract shall
be deemed cancelled and of no further force or effect and neither party shall have any
further rights against or obligations or liabilities to the other by reason of this Contract
However nothing contained in this subpara 18(d) shall be construed to relieve Seller
from liability due to a willful default
- 11 -
19 Risk of Loss Casualty (a) The risk of loss or damage to the Unit or the
personal property included in this sale by fire or other casualty until the earlier of the
Closing or possession of the Unit by Purchaser is assumed by Seller but without any
obligation of Seller to repair or replace any such loss or damage unless Seller elects to do
so as hereinafter provided Seller shall notify Purchaser of the occurrence of any such
loss or damage to the Unit or the personal property included in this sale within 10 days
after such occurrence or by the date of Closing whichever first occurs and by such
notice shall state whether or not Seller elects to repair or restore the Unit andor the
personal property as the case may be If Seller elects to make such repairs and
restorations Sellerrsquos notice shall set forth an adjourned date for the Closing which shall
be not more than 60 days after the date of the giving of Sellerrsquos notice If Seller either
does not elect to do so or having elected to make such repairs and restorations fails to
complete the same on or before said adjourned date for the Closing Purchaser shall have
the following options
(i) To declare this Contract cancelled and of no further force or
effect and receive a refund of the Downpayment in which event neither party shall
thereafter have any further rights against or obligations or liabilities to the other by
reason of this Contract or
(ii) To complete the purchase in accordance with this Contract
without reduction in the Purchase Price except as provided in the next sentence If Seller
carries hazard insurance covering such loss or damage Seller shall turn over to Purchaser
at the Closing the net proceeds actually collected by Seller under the provisions of such
hazard insurance policies to the extent that they are attributable to loss of or damage to
any property included in this sale less any sums theretofore expended by Seller in
repairing or replacing such loss or damage or in collecting such proceeds and Seller shall
assign (without recourse to Seller) Sellerrsquos right to receive any additional insurance
proceeds which are attributable to the loss of or damage to any property included in this
sale
(b) If Seller does not elect to make such repairs and restorations
Purchaser may exercise the resulting option under (i) or (ii) of (a) above only by notice
given to Seller within 10 days after receipt of Sellerrsquos notice If Seller elects to make such
repairs and restorations and fails to complete the same on or before the adjourned closing
date Purchaser may exercise either of the resulting options within 10 days after the
adjourned closing date
(c) In the event of any loss of or damage to the Common Elements which
materially and adversely affects access to or use of the Unit arising after the date of this
Contract but prior to the Closing Seller shall notify Purchaser of the occurrence thereof
within 10 days after such occurrence or by the date of Closing whichever occurs first in
which event Purchaser shall have the following options
- 12 -
(i) To complete the purchase in accordance with this Contract
without reduction in the Purchase Price or
(ii) To adjourn the Closing until the first to occur of (1)
completion of the repair and restoration of the loss or damage to the point that there is no
longer a materially adverse effect on the access to or use of the Unit or (2) the 60th day
after the date of the giving of Sellerrsquos aforesaid notice In the event Purchaser elects to
adjourn the Closing as aforesaid and such loss or damage is not so repaired and restored
within 60 days after the date of the giving of Sellerrsquos aforesaid notice then Purchaser
shall have the right either to (x) complete the purchase in accordance with this Contract
without reduction in the Purchase Price or (y) declare this Contract cancelled and of no
further force or effect and receive a refund of the Downpayment in which latter event
neither party shall thereafter have any further rights against or obligations or liabilities
to the other by reason of this Contract
(d) In the event of any loss of or damage to the Common Elements which
does not materially and adversely affect access to or use of the Unit Purchaser shall
accept title to the Unit in accordance with this Contract without abatement of the
Purchase Price
20 Internal Revenue Service Reporting Requirement Each party shall
execute acknowledge and deliver to the other party such instruments and take such other
actions as such other party may reasonably request in order to comply with IRC sect
6045(e) as amended or any successor provision or any regulations promulgated pursuant
thereto insofar as the same requires reporting of information in respect of real estate
transactions The provisions of this para 20 shall survive the Closing The parties
designate _________________________________ as the attorney responsible for
reporting this information as required by law
21 Broker Seller and Purchaser represent and warrant to each other that the only
real estate broker with whom they have dealt in connection with this Contract and the
transaction set forth herein is ______________________________ and that they know of
no other real estate broker who has claimed or may have the right to claim a commission
in connection with this transaction The commission of such real estate broker shall be
paid by Seller pursuant to separate agreement If no real estate broker is specified above
the parties acknowledge that this Contract was brought about by direct negotiation
between Seller and Purchaser and each represents to the other that it knows of no real
estate broker entitled to a commission in connection with this transaction Seller and
Purchaser shall indemnify and defend each other against any costs claims or expenses
(including reasonable attorneysrsquo fees) arising out of the breach on their respective parts of
any representation warranty or agreement contained in this para 21 The provisions of
this para 21 shall survive the Closing or if the Closing does not occur the termination of
this Contract
- 13 -
22 Mortgage Commitment Contingency (Delete paragraph if inapplicable) (a)
The obligation of Purchaser to purchase under this Contract is conditioned upon issuance
on or before ____________ days after a fully executed copy of this Contract is given to
Purchaser or Purchaserrsquos attorney in the manner set forth in paragraph 14 or
subparagraph 22(k) (the ldquoCommitment Daterdquo) 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 Purchasers sole cost and expense of $______________ for a term of at least _______
years (or such lesser sum or shorter term as Purchaser shall be willing to accept) at the
prevailing fixed or adjustable rate of interest and on other customary commitment terms
(the ldquoCommitmentrdquo) To the extent a Commitment is conditioned on the sale of
Purchaserrsquos current home payment of any outstanding debt no material adverse change
in Purchaserrsquos 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 Lenderrsquos approval of an appraisal shall not be deemed a ldquoCommitmentrdquo
hereunder until an appraisal is approved (and if that does not occur before the
Commitment Date Purchaser may cancel under subparagraph 22(e) unless the
Commitment Date is extended) Purchaserrsquos 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 Purchaserrsquos
election more than one Institutional Lender for such mortgage loan (ii) furnish accurate
and complete information regarding Purchaser and members of Purchaserrsquos 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 22(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 (ldquoMortgage Brokerrdquo) shall constitute full compliance with
the terms and conditions set forth in subparagraph 22(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 22
- 14 -
(e) If no Commitment is issued by the 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 22(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 22
(f) If this Contract is canceled by Purchaser pursuant to subparagraphs
22(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 21
(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 22(a) then Purchaser shall be deemed to have waived
Purchaserrsquos right to cancel this Contract and to receive a refund of the Downpayment by
reason of the contingency contained in this paragraph 22
(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 of its obligations under this
paragraph 22) and except as set forth in paragraph 21
(i) The attorneys for the parties are hereby authorized to give and receive
on behalf of their clients all Notices and deliveries under this paragraph 22
(j) For purposes of this Contract the term ldquoInstitutional Lenderrdquo 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
(k) For purposes of subparagraph (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
- 15 -
23 Gender Etc As used in this Contract the neuter includes the masculine and
feminine the singular includes the plural and the plural includes the singular as the
context may require
24 Entire Contract All prior understandings and agreements between Seller and
Purchaser are merged in this Contract and this Contract supersedes any and all
understandings and agreements between the parties and constitutes the entire agreement
between them with respect to the subject matter hereof
25 Captions The captions in this Contract are for convenience and reference
only and in no way define limit or describe the scope of this Contract and shall not be
considered in the interpretation of this Contract or any provision hereof
26 No Assignment by Purchaser Purchaser may not assign this Contract or any
of Purchaserrsquos rights hereunder
27 Successors and Assigns Subject to the provisions of para 26 the provisions
of this Contract shall bind and inure to the benefit of both Purchaser and Seller and their
respective distributees executors administrators heirs legal representatives successors
and permitted assigns
28 No Oral Changes This Contract cannot be changed or terminated orally Any
changes or additional provisions must be set forth in a rider attached hereto or in a
separate written agreement signed by both parties to this Contract
29 Contract Not Binding Until Signed This Contract shall not be binding or
effective until properly executed and delivered by Seller and Purchaser
30 Lead-Based Paint If applicable the complete and fully executed disclosure
of information on lead-based paint andor lead-based paint hazards is attached hereto and
made a part hereof
IN WITNESS WHEREOF the parties hereto have duly executed this Contract
on the day and year first above written
Seller Purchaser
_________________________________ ____________________________________
- 16 -
Agreed to as to para 16 ________________________________
Giddins Claman LLP Escrowee
Escrow Depository
Address
SCHEDULE A - Permitted Exceptions
1 Zoning laws and regulations and landmark historic or wetlands designation
which are not violated by the Unit and which are not violated by the Common Elements
to the extent that access to or use of the Unit would be materially and adversely affected
2 Consents for the erection of any structure or structures on under or above any
street or streets on which the Building may abut
3 The terms burdens covenants restrictions conditions easements and rules
and regulations set forth in the Declaration By-Laws and rules and regulations of the
Condominium the Power of Attorney from Purchaser to the board of managers of the
Condominium and the floor plans of the Condominium all as may be amended from time
to time
4 Rights of utility companies to lay maintain install and repair pipes lines
poles conduits cable boxes and related equipment on over and under the Building and
Common Elements provided that none of such rights imposes any monetary obligation
on the owner of the Unit or materially interferes with the use of or access to the Unit
5 Encroachments of stoops areas cellar steps trim cornices lintels window
sills awnings canopies ledges fences hedges coping and retaining walls projecting
from the Building over any street or highway or over any adjoining property and
encroachments of similar elements projecting from adjoining property over the Common
Elements
6 Any state of facts which an accurate survey or personal inspection of the
Building Common Elements or Unit would disclose provided that such facts do not
prevent the use of the Unit for dwelling purposes For the purposes of this Contract none
of the facts shown on the survey if any identified below shall be deemed to prevent the
use of the Unit for dwelling purposes and Purchaser shall accept title subject thereto
- 17 -
The survey referred to in No 6 above was prepared by
___________________________ dated _____________________ and last revised
____________________
7 The lien of any unpaid common charge real estate tax water charge sewer
rent or vault charge provided the same are paid or apportioned at the Closing as herein
provided
8 The lien of any unpaid assessments to the extent of installments thereof
payable after the Closing
9 Liens encumbrances and title conditions affecting the Common Elements
which do not materially and adversely affect the right of the Unit owner to use and enjoy
the Common Elements
10 Notes or notices of violations of law or governmental orders ordinances or
requirements (a) affecting the Unit and noted or issued subsequent to the date of this
Contract by any governmental department agency or bureau having jurisdiction and (b)
any such notes or notices affecting only the Common Elements which were noted or
issued prior to or on the date of this Contract or at any time hereafter
11 Any other matters or encumbrances subject to which Purchaser is required to
accept title to the Unit pursuant to this Contract
ABOUT THE SPEAKERS
Lisa Lippman Senior Vice President and Director was the 1 broker at Brown Harris Stevens in 2009 With 13 years of experience selling real estate Lisa specializes in the sale of high end cooperatives condominiums and townhomes throughout Manhattan As is clear from her record even in tough times Lisa manages to both sell and find homes for her clients
Other awards Lisa has won in the last few years include
middotWall Street Journal top 400-Lisa was 11 in the nation and 2 in Manhattan 2009middotWall Street Journal top 50 brokers in America 2007middotBrown Harris Stevens Westside Office Broker of the Year All Years 2006 - 2009 middotBrown Harris Stevens Westside Office Listing Broker of the Year 2007 2008 2009middotBrown Harris Stevens Largest New Development Deal of the Year 2009
Prior to becoming a real estate broker Lisa spent several years as a lawyer practicing litigation at two prestigious law firms She graduated from The University of Pennsylvania in 1986 and earned her law degree from Cardozo in 1990 Lisarsquos legal background affords her a keen understanding of the negotiation process as well as the complexities needed to complete the deal
A New York City resident for 24 years Lisa offers impeccable knowledge of the market as it applies across all neighborhoods She has lived downtown on the Upper East Side and has now resided on the Upper West Side for the past 14 years Additionally as the mother of three children Lisa is personally involved in the decisions all buyers face in choosing a neighborhood and a home
Lisa takes pride in being a straight-forward intelligent and honest broker She understands the individual needs of each client as well as their comfort with the purchase andor sale process Her listening talents combined with her unbeatable memory work ethic and negotiation skills allow her to service her buyers and sellers most effectively Lisa is also active in the New York community including the UJA and her childrenrsquos school All of this enables her to offer a well-rounded approach to navigating the New York real estate landscape bringing to life the nuances and charms that the City and its real estate market have to offer
LISA LIPPMANSenior Vice PresidentDirector
Lisa Lippman bull 212- 588-5606 bull fax 212-418-9733 bull llippmanbhsusacom
GIDDINS bull CLAMAN LLP
Attorneys at Law
675 THIRD AVENUE
29TH
FLOOR
NEW YORK NEW YORK 10017
(212)573-6703
FAX (212)949-1923 Paul M Giddins
Scott Claman
Giddins Claman LLP ndash Firm Biography
Giddins Claman LLP (formerly Giddins Claman amp Langs LLP) was
established in 1988 by Paul M Giddins formerly an Assistant District Attorney in
the New York County District Attorneyrsquos Office For over 20 years the firm has
specialized in real estate matters in the New York City metropolitan area with an
active transactional real estate practice Mr Giddins has specialized in residential
real estate during that time In addition to purchase sale and refinance transactions
Mr Giddins represents cooperative apartment boards of directors and condominium
boards of managers Mr Giddins also regularly gives lectures and seminars on real
estate matters for many of the prominent real estate brokerage firms in New York
Scott Claman has been in the practice of law in New York for over 26 years
and joined the firm as a member in 1996 having previously been a partner at a law
firm that specialized in the representation of cooperative apartment boards of
directors and condominium boards of managers Mr Claman is regularly engaged
in a variety of transactional real estate matters ranging from commercial leasing
mortgage financing and asset dispositions to individual apartment and house sales
In addition to individual and institutional owners of residential and commercial real
estate Mr Claman also represents cooperative apartment boards of directors and
condominium boards of managers and has given numerous lectures and seminars
on real estate matters for the Real Estate Board of New York and for many of the
prominent real estate brokerage firms in New York
Steven M Nachman serves as Of Counsel to the firm in connection with
commercial and general litigation matters Mr Nachman formerly associated with
the firm of Stroock amp Stroock amp Lavan has over 20 years of civil litigation
experience
Giddins Claman LLP is proud to provide our clients with the benefits of our
collective experience as seasoned litigators and transactional real estate specialists
while maintaining our personal commitment to represent our clients in a manner
associated with a smaller practice
ManhattanResidential Market Report
Fourth Quarter 2010
Manhattan Cooperatives and Condominiums
2 Fourth Quarter 2010
Average and Median Sale Price
Cooperative Average Sale Price
Condominium Average Sale Price
Cover Property BrownHarrisStevenscom WEB272151
Average Sale Price Median Sale Price
Prices for Manhattan apartments continued to edge upward
as their average sale price of $1432787 was 8 higher
than a year ago This marked the sixth straight quarter that
the average price has risen While the number of recorded
transactions fell 25 from a year ago the fourth quarter of 2009
was uncharacteristically busy due to pent-up demand after the
collapse of Lehman Brothers had frozen the market earlier that year
The average co-op price continued to rise sharply as
more buyers favored larger apartments compared to a year ago Two-bedroom and larger
units accounted for 45 of co-op sales up from 40 a year ago This helped push
the overall average co-op price up 17 from 2009rsquos fourth
quarter to $1158333
Condo prices averaged $1751219 during the fourth
quarter 1 higher than a year ago One-bedrooms posted the
biggest increase in average price rising 9 over the past year
to $844964
Studio 1-Bedroom 2-Bedroom 3+Bedroom All
4th Q 10 $342545 $593718 $1231116 $3150700 $1158333
3rd Q 10 $366086 $606444 $1206257 $3049980 $1156733
2nd Q 10 $356696 $597311 $1301392 $2872496 $1065814
1st Q 10 $334307 $587538 $1132150 $3098881 $1079195
4th Q 09 $345725 $585238 $1133967 $3001012 $990921
Studio 1-Bedroom 2-Bedroom 3+Bedroom All
4th Q 10 $495002 $844964 $1637638 $4567750 $1751219
3rd Q 10 $495876 $809514 $1596021 $3835376 $1724180
2nd Q 10 $464559 $840829 $1570772 $3922994 $1686690
1st Q 10 $529970 $819785 $1608375 $4250098 $1730415
4th Q 09 $554568 $772525 $1583362 $4574080 $1732362
Average Sale Price Median Sale Price
$1600000
$1400000
$1200000
$1000000
$800000
$400000
$600000
$1369883 $820000
1Q10
$1324504 $800000
4Q09
$1432787 $840000
4Q10
$1423378 $890000
3Q10
$1377135 $842779
2Q10
Fourth Quarter 2010 3
New Developments Lofts
Time on the Market
Excludes new developments and units listed over one year Based on the last asking price Excludes new developments
Average Price Per Square Foot
New development prices averaged $1099 per square foot 11 less than during the fourth quarter of 2009 This was due in part to an increase in the percent of new development sales in Northern Manhattan from 9 a year ago to 15 At $1052 the average price per square foot for loft apartments was 3 higher than during 2009rsquos fourth quarter
Apartments sold during the quarter spent an average of 113 days on the market 14 less time than a year ago Sellers received 955 of the last asking price up slightly from the fourth quarter of 2009
Asking Vs Selling Price
$700
$900
$1100
$1300 $1099
4Q10
$1238
4Q09
$1146
1Q10 2Q10
$1176
$700
$900
$1100
$1300 $1052
4Q10
$1017
4Q09
$1037
1Q10
$1066
2Q10
$1112
3Q10
$1077
3Q10
75 days
100 days
125 days
150 days 113
4Q10
132
4Q09
119
1Q10
112
2Q10
85
90
95
100 955
4Q10
954
4Q09
962
1Q10
97
3Q10
959
3Q10
966
2Q10
Generally 59th to 96th Street Fifth Avenue to the East River
Cooperative Condominium
East sidE
4 Fourth Quarter 2010
Average Price Per Square Foot
At an average of $1581971 prices for two-bedroom East Side
apartments were 14 higher than a year ago The average price fell
13 for three-bedroom and larger apartments due in part to 2 closings
of over $30 million a year ago inflating that figure Co-ops fared better than condos as the average
price per room rose for both prewar and postwar co-ops over the past year
while the average condo price per square foot fell
Average Price Per Room
4Q09 4Q10
Studio 1-Bedroom 2-Bedroom 3+Bedroom
Percent of Sales
4th Q 09 10 35 36 19
4th Q 10 11 39 28 22
Average Price
4th Q 09 $351462 $647300 $1383364 $4146087
4th Q 10 $355459 $647207 $1581971 $3605513
Change 1 0 14 -13
$100000
$300000
$150000
$200000
$250000
$350000
$400000
$50000
$200
$1000
$400
$600
$800
$1200
$1400
$0
Postwar
$204713 $210559
Prewar
$348425 $383335
4Q10
$1126
4Q09
$1168
Generally 59th to 110th Street Hudson River to West of Fifth Avenue
WEst sidE
Fourth Quarter 2010 5
Cooperative CondominiumAverage Price Per Room Average Price Per Square Foot
With the exception of studios prices rose for all other size categories of apartments on
the West Side led by a 21 gain in the average price for
three-bedroom and larger units This increase was helped by
535 West End Avenue whose three-bedroom closing prices averaged over $115 million
in the fourth quarter Co-ops remained strong as the average
price per room rose 21 for prewar and 12 for postwar co-ops on the West Side The average condo price per square
foot rose 3 to $1309 making the West Side the only
area where both co-op and condo prices were higher
than a year ago
4Q09 4Q10
Studio 1-Bedroom 2-Bedroom 3+Bedroom
Percent of Sales
4th Q 09 10 37 37 16
4th Q 10 8 33 38 21
Average Price
4th Q 09 $417466 $656421 $1326640 $3325062
4th Q 10 $391228 $766529 $1378920 $4030338
Change -6 17 4 21
$125000
$225000
$150000
$175000
$200000
$250000
$275000
$100000
$200
$1000
$400
$600
$800
$1200
$1400
$0
4Q09
$1267
4Q10
$1309
Prewar
$215967 $260653
Postwar
$189264 $212348
MidtoWn East Generally 34th to 59th Street Fifth Avenue to the East River
MidtoWn
MidtoWn WEst Generally 34th to 59th Street Hudson River to West of Fifth Avenue
6 Fourth Quarter 2010
Cooperative Condominium
Cooperative Condominium
Average Price Per Room Average Price Per Square Foot
Average Price Per Room Average Price Per Square Foot
A couple of high-end closings at The Plaza and One Beacon Court helped bring the average condo price per square foot 27 higher in the Midtown East market compared
to a year ago The average price per room fell 5 for prewar while rising
8 for postwar co-ops
The average price per square foot rose 12 for condos over the
past year in the Midtown West market A number of closings at The Sheffield and Platinum
helped bring up this figure The average price per room fell for
both prewar and postwar co-ops in this market compared
to a year ago
$175000
$100000
$125000
$150000
$200000
$225000
$1000
$250
$500
$750
$1250
$1500
4Q09 4Q10
$212198 $200857
Prewar
$188662 $204639
Postwar
$1171
4Q09
$1485
4Q10
$252044 $199029 $231213 $221850 $1180$1055
4Q10Prewar Postwar 4Q09
$1000
$250
$500
$750
$1250
$1500
4Q09 4Q10
$200000
$50000
$100000
$150000
$250000
$300000
Cooperative Condominium
Fourth Quarter 2010 7
Average Price Per Room Average Price Per Square Foot
South of 34th Street
doWntoWn
While the average price fell 23 for three-bedroom and
larger apartments Downtown from a year ago a large
number of closings at the Superior Ink building inflated 2009rsquos figure This also is a reason why the overall condo
price per square foot fell 10 from a year ago The average
co-op price per room rose 13 for prewar and 4 for
postwar units from 2009rsquos fourth quarter
4Q09 4Q10
Studio 1-Bedroom 2-Bedroom 3+Bedroom
Percent of Sales
4th Q 09 17 43 28 12
4th Q 10 16 41 31 12
Average Price
4th Q 09 $452722 $704292 $1615877 $4665379
4th Q 10 $444618 $741919 $1581625 $3605513
Change -2 5 -2 -23
Prewar
$208503 $235826
Postwar
$188600 $195854
$100000
$200000
$125000
$150000
$175000
$225000
$250000
$75000
$800
$1200
$900
$1000
$1100
$1300
$1400
$700
4Q09
$1326
4Q10
$1194
Cooperative CondominiumAverage Price Per Room Average Price Per Square Foot
Generally North of 96th Street on the East Side and 110th Street on the West Side
NEW YORK CITY bull PALM BEACH bull THE HAMPTONS bull NORTH FORK 2129069200
EAST SIDE445 Park AvenueHall F Willkie PresidentRuth McCoy EVPManaging Director of Sales
UPPER EAST SIDE1121 Madison AvenuePeter R Marra EVPManaging Director of Sales
EDWARD LEE CAVE DIVISION790 Madison AvenueCaroline E Y GuthriePresident
WEST SIDE1926 BroadwayJames M Gricar EVP Managing Director of Sales
BROOKLYN HEIGHTS129 Montague StreetChristopher Thomas EVPManaging Director of Sales
PARK SLOPE100 Seventh AvenueMaryAnn Albano EVPManaging Director of Sales
NEW DEVELOPMENT445 Park Avenue James M GricarManaging DirectorBrown Harris Stevens On-Site Marketing and Sales
Prepared by Gregory Heym Chief Economist Brown Harris Stevenscopy2010 by Brown Harris Stevens All Rights Reserved This information may not be copied used or distributed without Brown Harris Stevensrsquo consent While information is believed true no guaranty is made of accuracy
While the average price fell for three-bedroom and larger apartments it was higher for
all other size categories in Northern Manhattan Condo
prices rose slightly as their average price per square foot of $566 was up 1 from a
year ago The average price per room fell for both prewar and
postwar co-ops compared to a year ago
This report is based on 1901 reported Manhattan apartment sales 25 less than were reported during last yearrsquos comparable period
VILLAGE2 Fifth AvenueKevin Kovesci EVPManaging Director of Sales
TRIBECA43 North MooreKevin Kovesci EVPManaging Director of Sales
northErn Manhattan
Studio 1-Bedroom 2-Bedroom 3+Bedroom
Percent of Sales
4th Q 09 6 35 43 16
4th Q 10 8 38 38 16
Average Price
4th Q 09 $227611 $352759 $567332 $1101778
4th Q 10 $319798 $394509 $577071 $710832
Change 41 12 2 -35
$100
$500
$200
$300
$400
$600
$700
$0
4Q09 4Q10
4Q09
$563
4Q10
$566
$70000
$110000
$80000
$90000
$100000
$120000
$130000
$60000
Prewar
$120601 $97757
Postwar
$110104 $106330
Faculty Biographies
REAL PROPERTY SECTION gt Officer Bio
Chair Leo Genn Esq
Office Address Northside Center for Child Development 1301 Fifth Ave New York NY 10029-3119
Phone 212-426-3406 Fax 212-410-7561 Email lgenn_esqyahoocom
After working briefly as a litigator Mr Genn became House Counsel at NorthsideCenter for Child Development a Manhattan-based not for profit where he handles contract negotiations commercial leasing property management and insurance issues Mr Genn also writes government grants Before law school Mr Genn spent eight years managing commercial and residential real estate in New York City Mr Genn has also worked for New York Citys Office of Economic Development In March 2002 Mr Genns article on the notice requirements in foreclosure proceedings appeared on thecover of the New York Real Estate Law Reporter Mr Gennrsquos favorite law quote is Oliver Wendell Holmes remark A word is not a crystal transparent and unchanged it isthe skin of a living thought and may vary greatly in color and content according to thecircumstances and time in which it is used Mr Gennrsquos favorite case is Raffles v
ichelhaus and his favorite legal fiction is promissory estoppel W
Paul M Giddins Partner
Giddins Claman LLP Paul M Giddins is a partner at Giddins Claman LLP a law firm in New York City Mr Giddins received a Bachelor of Arts degree from Trinity College- Hartford and a law degree from American University Washington School of Law
LISA LIPPMAN | Senior Vice President Director | Licensed Associate Real Estate Broker
printer friendly page
1926 Broadway New York NY 10023 Tel (212) 588-5606 Fax (212) 418-9733 llippmanbhsusacom download contact info view current listings view sold listings
FEATURED PROPERTY - UPPER EAST SIDE
2COOPERATIVE
25 EAST 79TH STREET
rice $1299000
isting ID 1127158
PBedrooms 2 Baths 20 L
Lisa Lippman Senior Vice President and Director was the 1 broker at Brown Harris Stevens in 2009 With 13 years of experience selling real estate Lisa specializes in the sale of high end cooperatives condominiums and townhomes throughout Manhattan As is clear from her record even in tough times Lisa manages to both sell and find homes for her clients Other awards Lisa has won in the last few years include middotWall Street Journal top 400-Lisa was 11 in the nation and 2 in Manhattan 2009 middotWall Street Journal top 50 brokers in America 2007 middotBrown Harris Stevens Westside Office Broker of the Year All Years 2006 - 2009 middotBrown Harris Stevens Westside Office Listing Broker of the Year 2007 2008 2009 middotBrown Harris Stevens Largest New Development Deal of the Year 2009 Prior to becoming a real estate broker Lisa spent several years as a lawyer practicing litigation at two prestigious law firms She graduated from The University of Pennsylvania in 1986 and earned her law degree from Cardozo in 1990 Lisas legal background affords her a keen understanding of the negotiation process as well as the complexities needed to complete the deal A New York City resident for 24 years Lisa offers impeccable knowledge of the market as it applies across all neighborhoods She has lived downtown on the Upper East Side and has now resided on the Upper West Side for the past 14 years Additionally as the mother of three children Lisa is personally involved in the decisions all buyers face in choosing a neighborhood and a home Lisa takes pride in being a straight-forward intelligent and honest broker She understands the individual needs of each client as well as their comfort with the purchase andor sale process Her listening talents combined with her unbeatable memory work ethic and negotiation skills allow her to service her buyers and sellers most effectively Lisa is also active in the New York community including the UJA and her childrens school All of this enables her to offer a well-rounded approach to navigating the New York real estate landscape bringing to life the nuances and charms that the City and its real estate market have to offer
Manhattan Cooperatives and Condominiums
2 Third Quarter 2010
Average and Median Sale Price
Cooperative Average Sale Price
Condominium Average Sale Price
Cover Property BrownHarrisStevenscom WEB 1136713
Average Sale Price Median Sale Price
Manhattan apartment prices continued to rise during the third quarter reaching their highest levels
since the first quarter of 2009 At $1423378 the average
apartment price was 12 higher than a year ago The median
price rose 14 from 2009rsquos third quarter reaching $890000
The number of reported apartment closings 2471 was 4 higher
than the same period a year ago
The average price rose sharply for all sizes of co-op apartments over the past year as high-end
activity comprised a higher percentage of sales The number
of co-op sales over $7 million doubled from the third quarter
of 2009 which brought the overall average co-op price 24
higher to $1156733
Condo prices rose 2 from the third quarter of 2009 to
an average of $1724180 After sharp declines the prior two quarters the average price for studio condos rebounded to
$495876
$1600000
$1400000
$1200000
$1000000
$800000
$400000
$600000
$1369883 $820000
1Q10
$1324504 $800000
4Q09
$1274563 $781000
3Q09
$1377135 $842779
2Q10
$1423378 $890000
3Q10
Studio 1-Bedroom 2-Bedroom 3+Bedroom All
3rd Q 10 $366086 $606444 $1206257 $3049980 $1156733
2nd Q 10 $356696 $597311 $1301392 $2872496 $1065814
1st Q 10 $334307 $587538 $1132150 $3098881 $1079195
4th Q 09 $345725 $585238 $1133967 $3001012 $990921
3rd Q 09 $331046 $538369 $1069517 $2616304 $934400
Studio 1-Bedroom 2-Bedroom 3+Bedroom All
3rd Q 10 $495876 $809514 $1596021 $3835376 $1724180
2nd Q 10 $464559 $840829 $1570772 $3922994 $1686690
1st Q 10 $529970 $819785 $1608375 $4250098 $1730415
4th Q 09 $554568 $772525 $1583362 $4574080 $1732362
3rd Q 09 $508546 $792866 $1650537 $3931684 $1685855
Third Quarter 2010 3
New Developments Lofts
Time on the Market
Excludes new developments and units listed over one year Based on the last asking price Excludes new developments
Average Price Per Square Foot
Apartments in new developments sold for an average of $1112 per square foot 5 less than a year ago A decline in the number of luxury developments on the market was a major factor in this change Loft prices averaged $1077 per square foot in the third quarter up 12 from the third quarter of 2009
Units that sold in the third quarter spent an average of 97 days on the market 24 less time than a year ago This was the lowest level for time on the market level since the third quarter of 2008 Sellers received 959 of their last asking price up from 951 in 2009rsquos third quarter
$700
$900
$1100
$1300
$700
$900
$1100
$1300
75 days
100 days
125 days
150 days
85
90
95
100
Asking Vs Selling Price
$1176
3Q09
$1238
4Q09
$1146
1Q10 2Q10
$1176 $960
3Q09
$1017
4Q09
$1037
1Q10
951
3Q09
954
4Q09
962
1Q10
128
3Q09
132
4Q09
119
1Q10
112
2Q10
$1066
2Q10
966
2Q10
$1112
3Q10
$1077
3Q10
97
3Q10
959
3Q10
Generally 59th to 96th Street Fifth Avenue to the East River
Cooperative Condominium
East sidE
4 Third Quarter 2010
Average Price Per Square Foot
Co-op apartments posted strong pricing gains in the East Side market over the past year
The co-op average price per room rose 17 for prewar units and
14 for postwar units compared to the third quarter of 2009
Condo prices on the East Side averaged $1213 per square foot
3 less than a year ago
Average Price Per Room
$100000
$300000
$150000
$200000
$250000
$350000
$400000
$50000
3Q09 3Q10
$200
$1000
$400
$600
$800
$1200
$1400
$0
Studio 1-Bedroom 2-Bedroom 3+Bedroom
Percent of Sales
3rd Q 09 12 34 28 26
3rd Q 10 7 31 37 25
Average Price
3rd Q 09 $386734 $590337 $1465894 $3852286
3rd Q 10 $375666 $658875 $1449023 $3514627
Change -3 12 -1 -9
Postwar
$203293 $232575
Prewar
$281354 $328648
3Q10
$1213
3Q09
$1249
Generally 59th to 110th Street Hudson River to West of Fifth Avenue
WEst sidE
Third Quarter 2010 5
Cooperative CondominiumAverage Price Per Room Average Price Per Square Foot
The West Side market saw strong gains in the average co-op price per room over the past
year At $280327 the prewar co-op average price per room was 29 higher than a year ago
while the postwar price rose 8 to $202193 West Side condo
prices fell 4 from 2009rsquos third quarter to an average of $1254 per square foot
$200
$1000
$400
$600
$800
$1200
$1400
$0
$125000
$225000
$150000
$175000
$200000
$250000
$275000
$100000
3Q09 3Q10
Studio 1-Bedroom 2-Bedroom 3+Bedroom
Percent of Sales
3rd Q 09 7 40 41 12
3rd Q 10 9 30 36 25
Average Price
3rd Q 09 $401021 $629722 $1382135 $3470940
3rd Q 10 $399072 $697290 $1523268 $3353242
Change 0 11 10 -3
3Q09
$1306
3Q10
$1254
Prewar
$217459 $280327
Postwar
$186785 $202193
MidtoWn East Generally 34th to 59th Street Fifth Avenue to the East River
MidtoWn
MidtoWn WEst Generally 34th to 59th Street Hudson River to West of Fifth Avenue
6 Third Quarter 2010
Cooperative Condominium
Cooperative Condominium
Average Price Per Room Average Price Per Square Foot
Average Price Per Room Average Price Per Square Foot
The average condo price per square foot rose 14 over the past year in the Midtown East market to $1276 Co-op prices in this area were mixed with the average price per room down 2 for prewar
units but up 6 for postwar units
In the Midtown West market the average price per room for prewar co-ops jumped 96
from the third quarter of 2009 This was due to an unusually
weak number a year ago combined with a high number of Central Park South sales
inflating the figure in the third quarter of 2010
$150000
$75000
$100000
$125000
$175000
$200000
$750
$0
$250
$500
$1000
$1250
3Q09 3Q10
3Q09 3Q10
$1000
$250
$500
$750
$1250
$1500
3Q10
$1258$1237
3Q09
$200000
$50000
$100000
$150000
$250000
$300000
$138443 $271070
Prewar
$174573 $208409
Postwar
$201796 $198364
Prewar
$190801 $202708
Postwar
$1116
3Q09
$1276
3Q10
Cooperative Condominium
Third Quarter 2010 7
Average Price Per Room Average Price Per Square Foot
South of 34th Street
doWntoWn
Prices rose for both co-ops and condos in the Downtown market over the past year aided by a 43 increase in the average price for three-bedroom and
larger apartments The average co-op price per room rose 19 over the past year for prewar
units and 14 for postwar units Condo prices Downtown
averaged $1201 per square foot 5 more than during the third
quarter of 2009
3Q09 3Q10
Studio 1-Bedroom 2-Bedroom 3+Bedroom
Percent of Sales
3rd Q 09 15 47 28 10
3rd Q 10 15 45 29 11
Average Price
3rd Q 09 $426982 $711789 $1427071 $2643872
3rd Q 10 $461763 $755436 $1523264 $3776778
Change 8 6 7 43
Prewar
$196789 $234026
Postwar
$190826 $216683
3Q09
$1149
3Q10
$1201
$700
$1100
$800
$900
$1000
$1200
$1300
$600
$100000
$200000
$125000
$150000
$175000
$225000
$250000
$75000
Cooperative CondominiumAverage Price Per Room Average Price Per Square Foot
Generally North of 96th Street on the East Side and 110th Street on the West Side
NEW YORK CITY bull PALM BEACH bull THE HAMPTONS bull NORTH FORK 2129069200
EAST SIDE445 Park AvenueHall F Willkie PresidentRuth McCoy EVPManaging Director of Sales
UPPER EAST SIDE1121 Madison AvenuePeter R Marra EVPManaging Director of Sales
EDWARD LEE CAVE DIVISION790 Madison AvenueCaroline E Y GuthriePresident
WEST SIDE1926 BroadwayJames M Gricar EVP Managing Director of Sales
BROOKLYN HEIGHTS129 Montague StreetChristopher Thomas EVPManaging Director of Sales
PARK SLOPE100 Seventh AvenueMaryAnn Albano EVPManaging Director of Sales
NEW DEVELOPMENT445 Park Avenue James M GricarManaging DirectorBrown Harris Stevens On-Site Marketing and Sales
Prepared by Gregory Heym Chief Economist Brown Harris Stevenscopy2010 by Brown Harris Stevens All Rights Reserved This information may not be copied used or distributed without Brown Harris Stevensrsquo consent While information is believed true no guaranty is made of accuracy
The average price rose sharply over the past year for studio
and two-bedroom apartments in Northern Manhattan Studio
prices averaged $285719 a 24 increase from third
quarter of 2009 while the two-bedroom average price rose 20
to $621104 Condo prices averaged $618 per square foot
7 more than a year ago
This report is based on 2471 reported Manhattan apartment sales 4 more than were reported during last yearrsquos comparable period
VILLAGE2 Fifth AvenueKevin Kovesci EVPManaging Director of Sales
TRIBECA43 North MooreKevin Kovesci EVPManaging Director of Sales
northErn Manhattan
$100
$500
$200
$300
$400
$600
$700
$0
3Q09 3Q10
$60000
$100000
$70000
$80000
$90000
$110000
$120000
$50000
Studio 1-Bedroom 2-Bedroom 3+Bedroom
Percent of Sales
3rd Q 09 7 40 41 12
3rd Q 10 9 32 46 13
Average Price
3rd Q 09 $230833 $380770 $519583 $964950
3rd Q 10 $285719 $379154 $621104 $879888
Change 24 0 20 -9
3Q09
$579
3Q10
$618
Prewar
$103224 $114800
Postwar
$101221 $98244
IDENTIFYING THE
APARTMENT
A Sample Showsheet
B Cooperative Building Financials
Pure Perfection on Riverside Drive100 Riverside Drive Apartment 3A
This sprawling prewar 9 room home is simply exquisite The trees of Riverside Park greet you while you sit in
the new chefs kitchen open to a beautiful den (or dining room) on the park The gorgeous sunken living room
library and huge master bedroom also all have oversized picture windows on the park In addition there are
two more bedrooms a large formal dining room and a second windowed butlers kitchen that could easily be
made into an office The finishes of this home are perfect All of the bathrooms are brand new and outfitted
with custom stone There is central air and the closets have all been custom designed Currently configured as a
luxurious 3 bedroom plus maids and den the apartment could easily be a 4 bedroom plus library No detail has
been overlooked and there is fabulous sun trees and nature in almost every room Full service building with
storage and a new fitness center A truly unique and special home
WEB 917677
Full Service Prewar Coopbull Four Bedrooms and Four New Bathroomsbull
Maintenance $350634bull Central Air Conditioningbull
Financing Allowed 75bull New Chefs Kitchen with Large Double Ovenbull
Tax Deductability 39bull Custom Closetsbull
Storage Binbull Pets Allowedbull
Fitness Centerbull Laundry Room with Butlers Kitchenbull
$3999000 Listing Price
Exclusive Broker
Lisa Lippman bull 212-588-5606 bull fax 212-418-9733 bull llippmanbhsusacom
All information is from sources deemed reliable but is subject to errors omissions changes in price prior sale or withdrawal without notice No representation is made as to the accuracy of any description All measurements and squarefootages are approximate and all information should be confirmed by customer All rights to content photographs and graphics reserved to BHS Customer should consult with its counsel regarding all closing costs including without
limitation the New York State 1 tax paid by buyers on residential properties over $1 million BHS represents the sellerowner on BHSs own exclusives except if another agent of BHS represents the buyertenant in which case BHSwill be a dual agent with designated agents representing sellerowner and buyertenant BHS represents the buyertenant when showing the exclusives of other real estate firms In all instances BHS treats all parties fairly and honestly
BHS actively supports equal housing opportunities
Scott Moore bull 212-588-5608 bull fax 212-319-2633 bull smoorebhsusacom
Brown Harris Stevens Residential Sales LLC bull 212 906 9200 bull BrownHarrisStevenscomM A N H A T T A N bull B R O O K L Y N bull T H E H A M P T O N S bull N O R T H F O R K bull P A L M B E A C H
ldquoMAKING THE DEALrdquo
A REBNY Financial Statement
B Estimated Residential Closing Costs
C Sample Contracts (Co-op amp Condo)
D Sample Closing Breakdown
(Condo)
FINANCIAL STATEMENT
Name(s)
Address
The following is submitted as being true and accurate statement of the financial condition of the undersigned on the day of
January 20
ASSETS
Applicant
Co-Applicant
LIABILITIES
Applicant
Co-Applicant
Cash in Banks 550000 Notes Payable
Money Markets Funds 600000 To Banks
Contract Deposit 355000 To Relative
Investments Bonds amp Stocks To Others
- see schedule 1620000 Installment Accounts Payable
Investment in Own Business Automobile
Accounts amp Notes Receivable Other
Real Estate Owned-see schedule 1200000 Other Accounts Payable
Year Make Mortgages Payable on Real 535000
Automobiles 35000 Estate - see schedule
Personal Property amp Furniture 50000 Unpaid Real Estate Taxes
Life Insurance Unpaid Income Taxes
Cash Surrender Value 60000 Chattel Mortgages
Retirement FundsIRA Loans on Life Insurance
Policies
401K 200000 (Include Premium
Advances)
KEOGH Outstanding Credit Card
Loans
Profit SharingPension Plan Other Debts - Itemize
Other Assets TOTAL LIABILITIES 535000 0
TOTAL ASSETS 4670000 0 NET WORTH 4135000 0
COMBINED ASSETS
4670000
TOTAL LIABILITIES
amp NET WORTH 4670000 0
SOURCE OF INCOME
Applicant
Co-Applicant
COMBINED 4670000
Base Salary 350000 CONTINGENT LIABILITIES
Overtime Wages As Endorser or Co-Maker on Notes $ 0
Bonus amp Commissions 150000 Alimony $ 0
Dividends and Interest Income Child Support $ 0
Real Estate Income (Net) Are you defendant in any legal action Yes No
Explain
Other Income - Itemize Are there any unsatisfied judgments Yes No
TOTAL 500000 0 Have you ever taken bankruptcy Yes No
Explain GENERAL INFORMATION
Applicant
Co-Applicant
Personal Bank Accounts at
PROJECTED EXPENSES
MONTHLY
Maintenance $ 2857
Savings amp Loan Accounts at Apartment Financing $ 10078
Other Mortgages $ 2671
Bank Loans $
Purpose of Loan Auto Loan $
TOTAL $ 15606
The foregoing statements and details pertaining thereto both printed and written have been carefully read and the undersigned hereby
solemnly declares and certifies that the same is a full and correct exhibit of myour financial condition
Date 20 Signature __________________________________________
Signature __________________________________________
SCHEDULE OF BOND amp STOCKS
Amount of Shares
Description (Extended Valuation in Column)
Marketable Value
Non-Marketable Value
SCHEDULE OF REAL ESTATE
Description amp Location
Cost
Actual Value
Mortgage Amount
Maturity Date
SCHEDULE OF NOTES PAYABLE
Specify any assets pledges as collateral including the liabilities they secure
To Whom Payable
Date
Amount
Due
Interest
Pledged as Security
April 2009
ESTIMATED RESIDENTIAL CLOSING COSTS IN NEW YORK CITY
Broker As provided in exclusive with broker
Own Attorney Approx $2000 +- as negotiated
Managing Agentrsquos Fee Approx $500 + as determined by building
Move-out Deposit or Fee Approx $1000 as determined by building
New York City Transfer Tax 1 of entire gross purchase price if price is $500000 or under or 1425 of entire gross purchase price if price exceeds $500000
New York State Transfer Tax 04 (004) of gross purchase price
Bank Satisfaction of Mortgage Fees Approx $450 as determined by bank
Recording ACRIS other fees Approx $150
Gains Tax Withholding (Out of State Seller) 897 of gain
Non ndash US Resident (FIRPTA) 10 of price withheld or paid
Stock Transfer Tax (Co-ops Only) $005share
FOR The SelleR
Mortgage Recording Tax and Title Insurance not required for Co-ops though title insurance is available for Co-ops at other rates
For Bulk Sale Multi Family and Commercial Property NYC Transfer Tax Rates $1425 under $500000 2625 above Mortgage Recording Tax Rates 205 under $500000 28 above $500000
When purchasing a condominium unit directly from a Sponsor the Purchaser may be required to pay New York City and New York State Transfer Taxes (See ldquoFor The Sellerrdquo section above for amounts) as well as the Sponsorrsquos attorneyrsquos fee (typically around $1500)
All costs are estimated and will vary based on transaction specifics changes in rates and taxes and other factors No representation is made as to the accuracy of these estimates Parties to transactions must consult their own counsel and refer to transaction specifics for verification of all costs
Own Attorney Approx $2000 +- as negotiated
Bank Fees (application credit appraisal bank attorney and miscellaneous) Approx $2200 as determined by bank
Short-term Interest One month max (prorated for month of closing)
Miscellaneous Recording Fees Approx $500
Mortgage Recording Fee205 of entire amount of Mortgage on Loans $500000 or under or 2175 of entire amount of Mortgage on Loans exceeding $500000
Fee Title Insurance Approx $8000 for $2000000 NYC condo based on rate schedule
Mortgagee Title Insurance Approx $1500 for $1500000 NYC condo mortgage based on rate schedule
Miscellaneous Title Charges Approx $500
Managing Agentrsquos Fee Approx $500 as determined by building
Adjustments
Common Charges Approx 1 month (prorated for month of closing)
Real estate Tax escrow Approx 8 months (prorated to closing plus 6 month escrow may include insurance)
Mansion Tax 1 of entire gross purchase price if purchase price exceeds $1000000
Move-in Deposit or Fee Approx $1000 as determined by building
lien Search (Co-ops Only) Approx $350
FOR The PURChASeR
123 - Contract of sale cooperative apartment 7-01
Prepared by The Committee on Condominiums and Cooperatives of the Real Property Section of the New York State Bar Association
CONSULT YOUR LAWYER BEFORE SIGNING THIS AGREEMENT
Contract of Sale - Cooperative Apartment
This Contract is made as of October 2010 between the Seller and the Purchaser identified below
1 Certain Definitions and Information
11 The Parties are
111 Seller
Prior names used by Seller
Address
New York NY
S S No
112 Purchaserrdquo
Address
New York NY
S S No
12 The Attorneys are (name address and telephone fax)
121 Sellers Attorneyrdquo
Giddins Claman LLP
675 Third Avenue 29th Floor
New York NY 10017
Attn Paul M Giddins Esq
(212)573-6703 Fax (212)949-1923
pgiddinsgcl-lawcom
122 Purchasers Attorney
13 The Escrowee is the Sellers Attorney
14 The Managing Agent is (name address and telephone fax)
15 The real estate Broker(s) (see para 12) isare
Lisa Lippman
Company Name Brown Harris Stevens
16 The name of the cooperative housing corporation (Corporation) is
17 The Unit number is
18 The Unit is located in Premises known as
19 The Shares are the shares of the Corporation allocated to the Unit
110 The Lease is the Corporations proprietary lease or occupancy agreement for the Unit given by the Corporation which expires on
111 Personalty is the following personal property to the extent existing in the Unit on the date hereof the refrigerators freezers ranges ovens built-in microwave ovens dishwashers garbage disposal units cabinets and
counters lighting fixtures chandeliers wall-to-wall carpeting plumbing and heating fixtures central air conditioning andor window or sleeve units washing machines dryers screens and storm windows window treatments switch plates door hardware mirrors built-ins not excluded in Paragraph 112 and
112 Specifically excluded from this sale is all personal property not included in para 111 and
113 The sale [does] [does not] include Sellers interest in
Storage Servants Room Parking Space (Included Interests)
114 The Closing is the transfer of ownership of the Shares and Lease
115 The date scheduled for Closing is 2010
(Scheduled Closing Date) at 200 PM (See para 9 and 10)
116 The Purchase Price is $
1161 The Contract Deposit is $
1162 The Balance of the Purchase Price due at Closing is
$ (See para 222)
117 The monthly Maintenance charge is $ (See para 4)
118 The Assessment if any payable to the Corporation at the date of this Contract is $ payable as follows
119 SellerPurchaser shall pay the Corporations flip tax transfer fee (apart from the transfer agent fee) andor waiver of option fee (Flip Tax) if any
120 Financing Options (Delete two of the following parapara 1 20 1 1202 or 1203)
1201 Purchaser may apply for financing in connection with this sale and Purchasers obligation to purchase under this Contract is contingent upon issuance of a Loan Commitment Letter by the Loan Commitment Date (para 1812)
1202 Purchaser may apply for financing in connection with this sale but Purchasers obligation to purchase this Contract is not contingent upon issuance of a Loan Commitment Letter
1203 Purchaser shall not apply for financing in connection with this sale
121 If para 120 1 or 1202 applies the Financing Terms for para 18 are A loan of $ for a term of 30 years or such lesser amount or shorter term as applied for or acceptable to Purchaser and the Loan Commitment Date for para 18 is 30 calendar days after the Delivery Date
122 The Delivery Date of this Contract is the date on which a fully executed counterpart of this Contract is deemed given to and received by Purchaser or Purchasers Attorney as provided in para 173
123 All Proposed Occupants of the Unit are
1231 persons and relationship to Purchaser
Purchasers
1232 pets
124 The Contract Deposit shall be held in [a non] [an] IOLA escrow account If the account is a non-IOLA account then interest shall be paid to the Party entitled to the Contract Deposit The Party receiving the interest shall pay any income taxes thereon The escrow account shall be a segregated bank account at
Depository XXXX Bank
Address (See para 27)
125 This Contract is [not] continued on attached rider(s)
2 Agreement to Sell and Purchase Purchase Price Escrow
21 Seller agrees to sell to Purchaser and Purchaser agrees to purchase from Seller the Sellers Shares Lease Personalty and any Included Interests and all other items included in this sale for the Purchase Price and upon the terms and conditions set forth in this Contract
22 The Purchase Price is payable to Seller by Purchaser as follows
221 the Contract Deposit at the time of signing this Contract by Purchasers good check to the order of Escrowee and
222 the Balance at Closing only by cashiers or official bank check or certified check of Purchaser payable to the direct order of Seller The check(s) shall be drawn on and payable by a branch of a commercial or savings bank savings and loan association or trust company located in the same City or County as the Unit Seller may direct on reasonable Notice (defined in para 17) prior to Closing that all or a portion of the Balance shall be made payable to persons other than Seller (see para 177)
3 Personalty
31 Subject to any rights of the Corporation or any holder of a mortgage to which the Lease is subordinate this sale includes all of the Sellers interest if any in the Personalty and the Included Interests
32 No consideration is being paid for the Personalty or for the Included Interests nothing shall be sold to Purchaser if the Closing does not occur
33 Prior to Closing Seller shall remove from the Unit all the furniture furnishings and other property not included in this sale and repair any damage caused by such removal
4 Representations and Covenants
41 Subject to any matter affecting title to the Premises (as to which Seller makes no representations or covenants) Seller represents and covenants that
4 11 Seller is and shall at Closing be the sole owner of the Shares Lease Personalty and Included Interests with the full right power and authority to sell and assign them Seller shall make timely provision to satisfy existing security interest(s) in the Shares and Lease and have the same delivered at Closing (See para 101)
412 the Shares were duly issued fully paid for and are non-assessable
413 the Lease is and will at Closing be in full force and effect and no notice of default under the Lease is now or will at Closing be in effect
414 the Maintenance and Assessments payable as of the date hereof are as specified in para 117 and 118
415 as of this date Seller neither has actual knowledge nor has received any written notice of any increase in Maintenance or any Assessment which has been adopted by the Board of Directors of the Corporation and is not reflected in the amounts set forth in parapara 117 and 118
416 Seller has not made any material alterations or additions to the Unit without any required consent of the Corporation or to Sellers actual knowledge without compliance with all applicable law This provision shall not survive Closing
417 Seller has not entered into shall not enter into and has no actual knowledge of any agreement (other than the Lease) affecting title to the Unit or its use andor occupancy after Closing or which would be binding on or adversely affect Purchaser after Closing (eg a sublease or alteration agreement)
418 Seller has been known by no other name for the past 10 years except as set forth in para 111
419 at Closing in accordance with para 152
4191 there shall be no judgments outstanding against Seller which have not been bonded against collection out of the Unit (Judgments)
4192 the Shares Lease Personalty and any Included Interests shall be free and clear of liens (other than the Corporations general lien on the Shares for which no monies shall be owed) encumbrances and adverse interests (Liens)
4193 all sums due to the Corporation shall be fully paid by Seller to the end of the payment period immediately preceding the date of Closing
4194 Seller shall not be indebted for labor or material which might give rise to the filing of a notice of mechanics lien against the Unit or the Premises and
4195 no violations shall be of record which the owner of the Shares and Lease would be obligated to remedy under the Lease
42 Purchaser represents and covenants that
421 Purchaser is acquiring the Shares and Lease for primary residential occupancy of the Unit solely by the Proposed Occupants identified in para 1 23
422 Purchaser is not and within the past 7 years has not been the subject of a bankruptcy proceeding
423 if para 1203 applies Purchaser shall not apply for financing in connection with this purchase
424 Each individual comprising Purchaser is over the age of 18 and is purchasing for Purchasers own account (beneficial and of record)
425 Purchaser shall not make any representations to the Corporation contrary to the foregoing and shall provide all documents in support thereof required by the Corporation in connection with Purchasers application for approval of this transaction and
426 there are not now and shall not be at Closing any unpaid tax liens or monetary judgments against Purchaser
43 Each Party covenants that its representations and covenants contained in para 4 shall be true and complete at Closing and except for para 416 shall survive Closing but any action based thereon must be instituted within one year after Closing
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 Corporations 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 Corporations shareholders under Internal Revenue Code (IRC) sect216 (or any successor statute)
6 Required Approval and References
61 This sale is subject to the unconditional consent of the Corporation
62 Purchaser shall in good faith
621 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 or if para 1201 or 1202 applies and the Loan Commitment Letter is required by the Corporation within 3 business days after the earlier of (i) the Loan Commitment Date (defined in para 12 1) or (ii) the date of receipt of the Loan Commitment Letter (defined in para 1812) whether said commitment letter is conditional or unconditional
622 attend (and cause any Proposed Occupant to attend) one or more personal interviews as requested by the Corporation and
623 promptly submit to the Corporation such further references data and documents reasonably requested by the Corporation 63 Either Party after learning of the Corporations 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 Corporations 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 para 63 the Escrowee shall refund the Contract Deposit to Purchaser 64 If such consent is refused or not given due to Purchasers bad faith conduct Purchaser shall be in default and para 131 shall govern 7 Condition of Unit and Personalty Possession 71 Seller makes no representation as to the physical condition or state of repair of the Unit the Personalty the Included Interests or the Premises Purchaser has inspected or waived inspection of the Unit the Personalty and the Included Interests and shall take the same as is as of the date of
this Contract except for reasonable wear and tear However at the time of Closing the appliances shall be in working order and required smoke detector(s) shall be installed and operable 72 At Closing Seller shall deliver possession of the Unit Personalty and Included Interests in the condition required by para 71 broom clean vacant and free of all occupants and rights of possession 8 Risk of Loss 81 The provisions of General Obligations Law Section 5-1311 as modified herein shall apply to this transaction as if it were a sale of realty For purposes of this paragraph the term Unit includes built-in Personalty 82 Destruction shall be deemed material under GOL 5-1311 if the reasonably estimated cost to restore the Unit shall exceed 5 of the Purchase Price 83 In the event of any destruction of the Unit or the Premises when neither legal title nor the possession of the Unit has been transferred to Purchaser Seller shall give Notice of the loss to Purchaser (Loss Notice) by the earlier of the date of Closing or 7 business days after the date of the loss 84 If there is material destruction of the Unit without fault of Purchaser this Contract shall be deemed canceled in accordance with para 163 unless Purchaser elects by Notice to Seller to complete the purchase with an abatement of the Purchase Price or 85 Whether or not there is any destruction of the Unit if without fault of Purchaser more than 10 of the units in the Premises are rendered uninhabitable or reasonable access to the Unit is not available then Purchaser shall have the right to cancel this Contract in accordance with para 163 by Notice to Seller 86 Purchasers Notice pursuant to para 84 or para 85 shall be given within 7 business days following the giving of the Loss Notice except that if Seller does not give a Loss Notice Purchasers Notice may be given at any time at or prior to Closing 87 In the event of any destruction of the Unit Purchaser shall not be entitled to an abatement of the Purchase Price (i) that exceeds the reasonably estimated cost of repair and restoration or (ii) for any loss that the Corporation is obliged to repair or restore but Seller shall assign to Purchaser without recourse Sellers claim if any against the Corporation with respect to such loss 9 Closing Location The Closing shall be held at the location designated by the Corporation or if no such designation is made at the office of Sellers Attorney 10 Closing 101 At Closing Seller shall deliver or cause to be delivered 1011 Sellers certificate for the Shares duly endorsed for transfer to Purchaser or accompanied by a separate duly executed stock power to Purchaser and in either case with any guarantee of Sellers signature required by the Corporation 1012 Sellers counterpart original of the Lease all assignments and assumptions in the chain of title and a duly executed assignment thereof to Purchaser in the form required by the Corporation 1013 FIRPTA documents required by para 25 1014 keys to the Unit building entrance(s) and if applicable garage mailbox storage unit and any locks in the Unit 1015 if requested an assignment to Purchaser of Sellers interest in the Personalty and Included Interests 1016 any documents and payments to comply with para 152 1017 If Seller is unable to deliver the documents required in para 1011 or 1012 then Seller shall deliver or cause to be delivered all documents and payments required by the Corporation for the issuance of anew certificate for the Shares or a new Lease 102 At Closing Purchaser shall 1021 pay the Balance in accordance with para 222 1022 execute and deliver to Seller and the Corporation an agreement assuming the Lease in the form required by the Corporation and 1023 if requested by the Corporation execute and deliver counterparts of a new lease substantially the same as the Lease for the balance of the Lease term in which case the Lease shall be canceled and surrendered to the Corporation together with Sellers assignment thereof to Purchaser
103 At Closing the Parties shall complete and execute all documents necessary 1031 for Internal Revenue Service (IRS) form 1099-S or other similar requirements 1032 to comply with smoke detector requirements and any applicable transfer tax filings and 1033 to transfer Sellers interest if any in and to the Personalty and Included Interests 104 Purchaser shall not be obligated to close unless at Closing the Corporation delivers 1041 to Purchaser a new certificate for the Shares in the name of Purchaser and 1042 a written statement by an officer or authorized agent of the Corporation consenting to the transfer of the Shares and Lease to Purchaser and setting forth the amounts of and payment status of all sums owed by Seller to the Corporation including Maintenance and any Assessments and the dates to which each has been paid 11 Closing Fees Taxes and Apportionments 11 1 At or prior to Closing 1111 Seller shall pay if applicable 11111 the cost of stock transfer stamps and 11112 transfer taxes except as set forth in para 11122 1112 Purchaser shall pay if applicable 11121 any fee imposed by the Corporation relating to Purchasers financing and 11122 transfer taxes imposed by statute primarily on Purchaser (eg the mansion tax) 112 The Flip Tax if any shall be paid by the Party specified in para 119 113 Any fee imposed by the Corporation and not specified in this Contract shall be paid by the Party upon whom such fee is expressly imposed by the Corporation and if no Party is specified by the Corporation then such fee shall be paid by Seller 114 The Parties shall apportion as of 1159 PM of the day preceding the Closing the Maintenance and any other periodic charges due the Corporation (other than Assessments) and STAR Tax Exemption (if the Unit is the beneficiary of same) based on the number of the days in the month of Closing 115 Assessments whether payable in a lump sum or installments shall not be apportioned but shall be paid by the Party who is the owner of the Shares on the date specified by the Corporation for payment Purchaser shall pay any installments payable after Closing provided Seller had the right and elected to pay the Assessment in installments 116 Each Party shall timely pay any transfer taxes for which it is primarily liable pursuant to law by cashiers official bank certified or attorneys escrow check This para 116 shall survive Closing 117 Any computational errors or omissions shall be corrected within 6 months after Closing This para 117 shall survive Closing 12 Broker 121 Each Party represents that such Party has not dealt with any person acting as a broker whether licensed or unlicensed in connection with this transaction other than the Broker(s) named in para 15 122 Seller shall pay the Brokers commission pursuant to a separate agreement The Broker(s) shall not be deemed to be a third-party beneficiary of this Contract 123 This para 12 shall survive Closing cancellation or termination of this Contract 13 Defaults Remedies and Indemnities 131 In the event of a default or misrepresentation by Purchaser Sellers sole and exclusive remedies shall be to cancel this Contract retain the Contract Deposit as liquidated damages and if applicable Seller may enforce the indemnity in para 133 as to brokerage commission or sue under para 134 Purchaser prefers to limit Purchasers exposure for actual damages to the amount of the Contract Deposit which Purchaser agrees constitutes a fair and reasonable amount of compensation for Sellers damages under the circumstances and is not a penalty The principles of real property law shall apply to this liquidated damages provision 132 In the event of a default or misrepresentation by Seller Purchaser shall have such remedies as Purchaser is entitled to at law or in equity including
specific performance because the Unit and possession thereof cannot be duplicated 133 Subject to the provisions of para 43 each Party indemnifies and holds harmless the other against and from any claim judgment loss liability cost or expense resulting from the indemnitors breach of any of its representations or covenants stated to survive Closing cancellation or termination of this Contract Purchaser indemnifies and holds harmless Seller against and from any claim judgment loss liability cost or expense resulting from the Lease obligations accruing from and after the Closing Each indemnity includes without limitation reasonable attorneys fees and disbursements court costs and litigation expenses arising from the defense of any claim and enforcement or collection of a judgment under this indemnity provided the indemnitee is given Notice and opportunity to defend the claim This para 133 shall survive Closing cancellation or termination of this Contract 134 In the event any instrument for the payment of the Contract Deposit fails of collection Seller shall have the right to sue on the uncollected instrument In addition such failure of collection shall be a default under this Contract provided Seller gives Purchaser Notice of such failure of collection and within 3 business days after Notice is given Escrowee does not receive from Purchaser an unendorsed good certified check bank check or immediately available funds in the amount of the uncollected funds Failure to cure such default shall entitle Seller to the remedies set forth in Paragraph 131 and to retain all sums as may be collected andor recovered 14 Entire Agreement Modification 141 All prior oral or written representations understandings and agreements had between the Parties with respect to the subject matter of this Contract and with the Escrowee as to para 27 are merged in this Contract which alone fully and completely expresses the Parties and Escrowees agreement 142 The Attorneys may extend in writing any of the time limitations stated in this Contract Any other provision of this Contract may be changed or waived only in writing signed by the Party or Escrowee to be charged 15 Removal of Liens and Judgments 151 Purchaser shall deliver or cause to be delivered to Seller or Sellers Attorney not less than 10 calendar days prior to the Scheduled Closing Date a Lien and Judgment search except that Liens or Judgments first disclosed in a continuation search shall be reported to Seller within 2 business days after receipt thereof but not later than the Closing Seller shall have the right to adjourn the Closing pursuant to para 16 to remove any such Liens and Judgments Failure by Purchaser to timely deliver such search or continuation search shall not constitute a waiver of Sellers covenants in para 4 as to Liens and Judgments However if the Closing is adjourned solely by reason of untimely delivery of the Lien and Judgment search the apportionments under Paragraph 113 shall be made as of 1159 PM of the day preceding the Scheduled Closing Date in para 115 152 Seller at Sellers expense shall obtain and deliver to the Purchaser the documents and payments necessary to secure the release satisfaction termination and discharge or removal of record of any Liens and Judgments Seller may use any portion of the Purchase Price for such purposes 153 This para 15 shall survive Closing 16 Sellers Inability 161 If Seller shall be unable to transfer the items set forth in para 21 in accordance with this Contract for any reason other than Sellers failure to make a required payment or other willful act or omission then Seller shall have the right to adjourn the Closing for periods not exceeding 60 calendar days in the aggregate but not extending beyond the expiration of Purchasers Loan Commitment Letter if para 1201 or 1202 applies 162 If Seller does not elect to adjourn the Closing or (if adjourned) on the adjourned date of Closing Seller is still unable to perform then unless Purchaser elects to proceed with the Closing without abatement of the Purchase Price either Party may cancel this Contract on Notice to the other Party given at any time thereafter 163 In the event of such cancellation the sole liability of Seller shall be to cause the Contract Deposit to be refunded to Purchaser and to reimburse Purchaser for the actual costs incurred for Purchases lien and title search if any
17 Notices and Contract Delivery 171 Any notice or demand (Notice) shall be in writing and delivered either by hand overnight delivery or certified or registered mail return receipt requested to the Party or and simultaneously in like manner to such Partys Attorney if any and to Escrowee at their respective addresses or to such other address as shall hereafter be designated by Notice given pursuant to this para 17 172 The Contract may be delivered as provided in para 171 or by ordinary mail 173 The Contract or each Notice shall be deemed given and received 1731 on the day delivered by hand 1732 on the business day following the date sent by overnight delivery 1733 on the 5th business day following the date sent by certified or registered mail or 1734 as to the Contract only 3 business days following the date of ordinary mailing 174 A Notice to Escrowee shall be deemed given only upon actual receipt by Escrowee 175 The Attorneys are authorized to give and receive any Notice on behalf of their respective clients 176 Failure or refusal to accept a Notice shall not invalidate the Notice 177 Notice pursuant to parapara 222 and 134 may be delivered by confirmed facsimile to the Partys Attorney and shall be deemed given when transmission is confirmed by senders facsimile machine 18 Financing Provisions 181 The provisions of parapara 181 and 182 are applicable only if para 1201 or 1202 applies 1811 An Institutional Lender is any of the following that is authorized under Federal or New York State law to issue a loan secured by the Shares and Lease and is currently extending similarly secured loan commitments in the county in which the Unit is located a bank savings bank savings and loan association trust company credit union of which Purchaser is a member mortgage banker insurance company or governmental entity 1812 A Loan Commitment Letter is a written offer from an Institutional Lender to make a loan on the Financing Terms (see para 1 2 1) at prevailing fixed or adjustable interest rates and on other customary terms generally being offered by Institutional Lenders making cooperative share loans An offer to make a loan conditional upon obtaining an appraisal satisfactory to the Institutional Lender shall not become a Loan Commitment Letter unless and until such condition is met An offer conditional upon any factor concerning Purchaser (eg sale of current home payment of outstanding debt no material adverse change in Purchasers financial condition etc) is a Loan Commitment Letter whether or not such condition is met Purchaser accepts the risk that and cannot cancel this Contract if any condition concerning Purchaser is not met 182 Purchaser directly or through a mortgage broker registered pursuant to Article 12-D of the Banking Law shall diligently and in good faith 1821 apply only to an Institutional Lender for a loan on the Financing Terms (see para 121) on the form required by the Institutional Lender containing truthful and complete information and submit such application together with such documents as the Institutional Lender requires and pay the applicable fees and charges of the Institutional Lender all of which shall be performed within 5 business days after the Delivery Date 1822 promptly submit to the Institutional Lender such further references data and documents requested by the Institutional Lender and 1823 accept a Loan Commitment Letter meeting the Financing Terms and comply with all requirements of such Loan Commitment Letter (or any other loan commitment letter accepted by Purchaser) and of the Institutional Lender in order to close the loan and 1824 furnish Seller with a copy of the Loan Commitment Letter promptly after Purchasers receipt thereof 1825 Purchaser is not required to apply to more than one Institutional Lender 183 If Paragraph 1201 applies then 1831 provided Purchaser has complied with all applicable provisions of para 182 and this para 183 Purchaser may cancel this Contract as set forth below if
18311 any Institutional Lender denies Purchasers application in writing prior to the Loan Commitment Date (see Paragraph 121) or 18312 a Loan Commitment Letter is not issued by the Institutional Lender on or before the Loan Commitment Date or 18313 any requirement of the Loan Commitment Letter other than one concerning Purchaser is not met (eg failure of the Corporation to execute and deliver the Institutional Lenders recognition agreement or other document financial condition of the Corporation owner occupancy quota etc) or 18314 (i) the Closing is adjourned by Seller or the Corporation for more than 30 business days from the Scheduled Closing Date and (ii) the Loan Commitment Letter expires on a date more than 30 business days after the Scheduled Closing Date and before the new date set for Closing pursuant to this para and (iii) Purchaser is unable in good faith to obtain from the Institutional Lender an extension of the Loan Commitment Letter or a new Loan Commitment Letter on the Financing Terms without paying additional fees to the Institutional Lender unless Seller agrees by Notice to Purchaser within 5 business days after receipt of Purchasers Notice of cancellation on such ground that Seller will pay such additional fees and Seller pays such fees when due Purchaser may not object to an adjournment by Seller for up to 30 business days solely because the Loan Commitment Letter would expire before such adjourned Closing date 1832 Purchaser shall deliver Notice of cancellation to Seller within 5 business days after the Loan Commitment Date if cancellation is pursuant to para 18311 or 18312 and on or prior to the Scheduled Closing Date if cancellation is pursuant to para 18313 or 18314 1833 If cancellation is pursuant to Paragraph 18311 then Purchaser shall deliver to Seller together with Purchasers Notice a copy of the Institutional Lenders written denial of Purchasers loan application If cancellation is pursuant to para 18313 then Purchaser shall deliver to Seller together with Purchasers Notice evidence that a requirement of the Institutional Lender was not met 1834 Seller may cancel this Contract by Notice to Purchaser sent within 5 days after the Loan Commitment Date if Purchaser shall not have sent by then either (i) Purchasers Notice of cancellation or (ii) a copy of the Loan Commitment Letter to Seller which cancellation shall become effective if Purchaser does not deliver a copy of such Loan Commitment Letter to Seller within 10 business days after the Loan Commitment Date 1835 Failure by either Purchaser or Seller to deliver Notice of cancellation as required by this para 183 shall constitute a waiver of the right to cancel under this para 183 1836 If this Contract is canceled by Purchaser pursuant to this para 183 then thereafter neither Party shall have any further rights against or obligations or liabilities to the other by reason of this Contract except that the Contract Deposit shall be promptly refunded to Purchaser and except as set forth in para 12 If this Contract is canceled by Purchaser pursuant to para 18314 then Seller shall reimburse Purchaser for any non-refundable financing and inspection expenses and other sums reimbursable pursuant to para 16 1837 Purchaser cannot cancel this Contract pursuant to 18314 and cannot obtain a refund of the Contract Deposit if the Institutional Lender fails to fund the loan 18371 because a requirement of the Loan Commitment Letter concerning Purchaser is not met (eg Purchasers financial condition or employment status suffers an adverse change Purchaser fails to satisfy a condition relating to the sale of an existing residence etc) or 18372 due to the expiration of a Loan Commitment Letter issued with an expiration date that is not more than 30 business days after the Scheduled Closing Date 19 SingularPlural and JointSeveral The use of the singular shall be deemed to include the plural and vice versa whenever the context so requires If more than one person constitutes Seller or Purchaser their obligations as such Party shall be joint and several 20 No Survival No representation andor covenant contained herein shall survive Closing except as expressly provided Payment of the Balance shall constitute a discharge and release by Purchaser of all of Sellers obligations hereunder except those expressly stated to survive Closing 21 Inspections
Purchaser and Purchasers representatives shall have the right to inspect the Unit within 48 hours prior to Closing and at other reasonable times upon reasonable request to Seller 22 Governing Law and Venue This Contract shall be governed by the laws of the State of New York without regard to principles of conflict of laws Any action or proceeding arising out of this Contract shall be brought in the county or Federal district where the Unit is located and the Parties hereby consent to said venue 23 No Assignment by Purchaser Death of Purchaser 231 Purchaser may not assign this Contract or any of Purchasers rights hereunder Any such purported assignment shall be null and void 232 This Contract shall terminate upon the death of all persons comprising Purchaser and the Contract Deposit shall be refunded to the Purchaser Upon making such refund and reimbursement neither Party shall have any further liability or claim against the other hereunder except as set forth in para 12 24 Cooperation of Parties 241 The Parties shall each cooperate with the other the Corporation and Purchasers Institutional Lender and title company if any and obtain execute and deliver such documents as are reasonably necessary to consummate this sale 242 The Parties shall timely file all required documents in connection with all governmental filings that are required by law Each Party represents to the other that its statements in such filings shall be true and complete This para 242 shall survive Closing 25 FIRPTA The parties shall comply with IRC sectsect 897 1445 and the regulations thereunder as same may be amended (FIRPTA) If applicable Seller shall execute and deliver to purchaser at Closing a Certification of Non-Foreign Status (CNS) or deliver a Withholding Certificate from the IRS If Seller fails to deliver a CNS or a Withholding Certificate Purchaser shall withhold from the Balance and remit to the IRS such sum as may be required by law Seller hereby waives any right of action against Purchaser on account of such withholding and remittance This para 25 shall survive Closing 26 Additional Requirements 261 Purchaser shall not be obligated to close unless all of the following requirements are satisfied at the time of the Closing 2611 the Corporation is in good standing 2612 the Corporation has fee or leasehold title to the Premises whether or not marketable or insurable and 2613 there is no pending in rem action tax certificatelien sale or foreclosure action of any underlying mortgage affecting the Premises 262 If any requirement in para 261 is not satisfied at the time of the Closing Purchaser shall give Seller Notice and if the same is not satisfied within a reasonable period of time thereafter then either Party may cancel this Contract (pursuant to para 163) by Notice 27 Escrow Terms 271 The Contract Deposit shall be deposited by Escrowee in an escrow account as set forth in para 124 and the proceeds held and disbursed in accordance with the terms of this Contract At Closing the Contract Deposit shall be paid by Escrowee to Seller If the Closing does not occur and either Party gives Notice to Escrowee demanding payment of the Contract Deposit Escrowee shall give prompt Notice to the other Party of such demand If Escrowee does not receive a Notice of objection to the proposed payment from such other Party within 10 business days after the giving of Escrowees Notice Escrowee is hereby authorized and directed to make such payment to the demanding party If Escrowee does receive such a Notice of objection within said period or if for any reason Escrowee in good faith elects not to make such payment Escrowee may continue to hold the Contract Deposit until otherwise directed by a joint Notice by the Parties or a final non-appealable judgment order or decree of a court of competent jurisdiction However Escrowee shall have the right at any time to deposit the Contract Deposit and the interest thereon if any with the clerk of a court in the county as set forth in para 22 and shall give Notice of such deposit to each Party Upon disposition of the Contract Deposit and
interest thereon if any in accordance with this para 27 Escrowee shall be released and discharged of all escrow obligations and liabilities 272 The Party whose Attorney is Escrowee shall be liable for loss of the Contract Deposit If the Escrowee is Sellers attorney then Purchaser shall be credited with the amount of the contract Deposit at Closing 273 Escrowee will serve without compensation Escrowee is acting solely as a stakeholder at the Parties request and for their convenience Escrowee shall not be liable to either Party for any act or omission unless it involves bad faith willful disregard of this Contract or gross negligence In the event of any dispute Seller and Purchaser shall jointly and severally (with right of contribution) defend (by attorneys selected by Escrowee) indemnify and hold harmless Escrowee from and against any claim judgment loss liability cost and expenses incurred in connection with the performance of Escrowees acts or omissions not involving bad faith willful disregard of this Contract or gross negligence This indemnity includes without limitation reasonable attorneys fees either paid to retain attorneys or representing the fair value of legal services rendered by Escrowee to itself and disbursements court costs and litigation expenses 274 Escrowee acknowledges receipt of the Contract Deposit by check subject to collection
275 Escrowee agrees to the provisions of this para 27 276 If Escrowee is the Attorney for a Party Escrowee shall be permitted to represent such Party in any dispute or lawsuit 277 This para 27 shall survive Closing cancellation or termination of this Contract 28 Margin Headings The margin headings do not constitute part of the text of this Contract 29 Miscellaneous This Contract shall not be binding unless and until Seller delivers a fully executed counterpart of this Contract to Purchaser (or Purchasers Attorney) pursuant to para 172 and 173 This Contract shall bind and inure to the benefit of the Parties hereto and their respective heirs personal and legal representatives and successors in interest 30 Lead Paint If applicable the complete and fully executed Disclosure of Information on Lead Based Paint and or Lead-Based Paint Hazards is attached hereto and made a part hereof
In Witness Whereof the Parties hereto have duly executed this Contract as of the date first above written
ESCROW TERMS AGREED TO SELLER PURCHASER GIDDINS CLAMAN LLP ESCROWEE
Rider to and Part of Contract of Sale Between as Seller and as Purchaser for Unit at New York NY
31 Purchasers Additional Representations and Covenants 3 11 Supplementing para 42 of the Contract Purchaser also represents and covenants that 3111 Purchaser has and will at Closing have available unencumbered cash and cash equivalents (including publicly traded securities) in a sum at least equal to (and having a then current value of) the Balance and 3112 Purchaser has and will at and immediately following the Closing have a positive net worth 312 the Maintenance and the monthly amount of the Assessment (if any) do not aggregate more than 25 of the current total gross monthly income of the individuals comprising the Purchaser
313 (if para 1201 or para 1202 applies) the monthly debt service (interest and amortization of principal if any) of the proposed financing together with the Maintenance and the monthly Assessment amount (if any) do not aggregate more than 35 of said current total gross monthly income 32 Supplementing paragraph 4 1 Seller has no actual knowledge of a material default or condition which the Lessee is required to cure under the Lease and which remains uncured If prior to Closing Seller acquires knowledge of a such default or condition which the Lessee would be required to cure then Seller shall cure same at or prior to Closing This provision shall not survive closing
The Parties have duly executed this Rider as of the same date as the Contract SELLER PURCHASER ______________________________ _______________________________
Note This form is intended to deal with matters common to most transactions
involving the sale of a condominium unit Provisions should be added altered or
deleted to suit the circumstances of a particular transaction No representation is
made that this form of contract complies with Section 5-702 of the General
Obligations Law (ldquoPlain Language Lawrdquo)
CONSULT YOUR LAWYER BEFORE SIGNING THIS AGREEMENT
Contract of Sale - Condominium Unit
Agreement made as of 2010 between residing at Street Apt
New York NY (ldquoSellerrdquo) and residing at (ldquoPurchaserrdquo)
1 Unit Seller agrees to sell and convey and Purchaser agrees to purchase Unit
No (ldquoUnitrdquo) in the building (ldquoBuildingrdquo) known as Condominium
(ldquoCondominiumrdquo) and located at New York NY New York together with a
XXXXX percent undivided interest in the Common Elements (as defined in para 6)
appurtenant thereto all upon and subject to the terms and conditions set forth herein The
Unit shall be as designated in the Declaration of Condominium Ownership (as the same
may be amended from time to time the ldquoDeclarationrdquo) of the Condominium recorded in
New York County New York or the By-Laws (as the same may be amended from time
to time the ldquoBy-Lawsrdquo) of the Condominium
2 Personal Property (a) The sale includes all of Sellerrsquos right title and
interest if any in and to
(i) the refrigerators freezers ranges ovens built-in microwave
ovens dishwashers washing machines clothes dryers cabinets and counters lighting
and plumbing fixtures chandeliers air conditioning equipment venetian blinds shades
screens storm windows and other window treatments wall-to-wall carpeting
bookshelves switchplates door hardware and mirrors built-ins and articles of property
and fixtures attached to or appurtenant to the Unit except those listed in subpara 2(b) all
of which included property and fixtures are represented to be owned by Seller free and
clear of all liens and encumbrances other than those encumbrances (ldquoPermitted
Exceptionsrdquo) set forth on Schedule A annexed hereto and made a part hereof (strike out
inapplicable items) to the extent any of the foregoing exist in the Unit on the date
hereof and
- 2 -
(ii)
(b) Excluded from this sale are
(i) furniture and furnishings (other than as specifically provided
in this Contract) and
(ii)
(c) The property referred to in subpara 2(a)(i) and (ii) may not be
purchased if title to the Unit is not conveyed hereunder
3 Purchase Price (a) The purchase price (ldquoPurchase Pricerdquo) is $
payable as follows
(i) $ (ldquoDownpaymentrdquo) on the signing of this Contract by
good check subject to collection the receipt of which is hereby acknowledged to be held
in escrow pursuant to para 16 and
(ii) $ constituting the balance of the Purchase Price by
certified check of Purchaser or official bank check (except as otherwise provided in this
Contract) on the delivery of the deed as hereinafter provided
(b) All checks in payment of the Purchase Price shall represent United
States currency and be drawn on or issued by a bank or trust company authorized to
accept deposits in New York State All checks in payment of the Downpayment shall be
payable to the order of Escrowee (as hereinafter defined) All checks in payment of the
balance of the Purchase Price shall be payable to the order of Seller (or as Seller
otherwise directs pursuant to subparas 6(a)(viii) or 18(b))
(c) Except for the Downpayment and checks aggregating not more than
one-half of one percent of the Purchase Price One Thousand Dollars ($100000)
including payment for closing adjustments all checks delivered by Purchaser shall be
certified or official bank checks as hereinabove provided
4 Closing of Title The closing documents referred to in para 6 shall be
delivered and payment of the balance of the Purchase Price shall be made at the closing
of title (ldquoClosingrdquo) to be held on or about at AM at the offices of
Giddins Claman LLP 675 Third Avenue 29th
Floor New York NY or at the office
of Purchaserrsquos lending institution or its counsel provided however that such office is
located in either the City or County in which either (a) Sellerrsquos attorney maintains an
office or (b) the Unit is located
5 Representations Warranties and Covenants Seller represents warrants
and covenants that
- 3 -
(a) Seller is the sole owner of the Unit and the property referred to in
subpara 2(a) and Seller has the full right power and authority to sell convey and transfer
the same
(b) The common charges (excluding separately billed utility charges) for
the Unit on the date hereof are $xxxxx per month
(c) Seller has not received any written notice of any intended assessment
or increase in common charges not reflected in subpara 5(b) Purchaser acknowledges
that it will not have the right to cancel this Contract in the event of the imposition of any
assessment or increase in common charges after the date hereof of which Seller has not
heretofore received written notice
(d) The real estate taxes for the Unit for the fiscal year of ________
through ________ are $_________ Purchaser may verify the real estate taxes on the
website of the New York City Department of Finance A printout from the website
is attached
(e) Seller is not a ldquosponsorrdquo or a nominee of a ldquosponsorrdquo under any plan of
condominium organization affecting the Unit
(f) All refrigerators freezers ranges dishwashers washing machines
clothes dryers and air conditioning equipment included in this sale will be in working
order at the time of Closing
(g) If a copy is attached to this Contract the copy of the Certificate of
Occupancy covering the Unit is a true and correct copy and
(h) Seller is not a ldquoforeign personrdquo as defined in para 17 (If inapplicable
delete and provide for compliance with Code Withholding Section as defined in para
17)
6 Closing Documents (a) At the Closing Seller shall deliver to Purchaser the
following
(i) Bargain and sale deed With covenant against grantorrsquos acts
(ldquoDeedrdquo) complying with RPL sect 339-o and containing the covenant required by LL sect
13(5) conveying to Purchaser title to the Unit together with its undivided interest in the
Common Elements (as such term is defined in the Declaration and which term shall be
deemed to include Sellerrsquos right title and interest in any limited common elements
attributable to or used in connection with the Unit) appurtenant thereto free and clear of
all liens and encumbrances other than Permitted Exceptions The Deed shall be executed
and acknowledged by Seller and if requested by the Condominium executed and
acknowledged by Purchaser in proper statutory form for recording
- 4 -
(ii) If a corporation and if required pursuant to BCL sect 909 Seller
shall deliver to Purchaser (1) a resolution of its board of directors authorizing the delivery
of the Deed and (2) a certificate executed by an officer of such corporation certifying as
to the adoption of such resolution and setting forth facts demonstrating that the delivery
of the Deed is in conformity with the requirements of BCL sect 909 The Deed shall also
contain a recital sufficient to establish compliance with such law
(iii) A waiver of right of first refusal of the board of managers of
the Condominium (ldquoBoardrdquo) if required in accordance with para 8
(iv) A statement by the Condominium or its managing agent that
the common charges and any assessments then due and payable the Condominium have
been paid to the date of the Closing
(v) All keys to the doors of and mailbox for the Unit
(vi) Such affidavits andor other evidence as the title company
(ldquoTitle Companyrdquo) from which Purchaser has ordered a title insurance report and which
is authorized to do business in New York State shall reasonably require in order to omit
from its title insurance policy all exceptions for judgments bankruptcies or other returns
against Seller and persons or entities whose names are the same as or are similar to
Sellerrsquos name
(vii) New York City Real Property Transfer Tax Return if
applicable and New York State Real Estate Transfer Tax Return prepared executed and
acknowledged by Seller in proper form for submission
(viii) Checks in payment of all applicable real property transfer
taxes except a transfer tax which by law is primarily imposed on the purchaser
(ldquoPurchaser Transfer Taxrdquo) due in connection with the sale In lieu of delivery of such
checks Seller shall have the right upon reasonable prior notice to Purchaser to cause
Purchaser to deliver said checks at the Closing and to credit the amount thereof against
the balance of the Purchase Price Seller shall pay the additional transfer taxes if any
payable after the Closing by reason of the conveyance of the Unit which obligation shall
survive the Closing
(ix) Certification that Seller is not a foreign person pursuant to
para 17 or a withholding certificate from the Internal Revenue Service (If inapplicable
delete and provide for compliance with Code Section as defined in para 17) and
(x) Affidavit that a single station smoke detecting alarm device is
installed pursuant to New York Executive Law sect378(5)
(b) At the Closing Purchaser shall deliver to Seller the following
- 5 -
(i) Checks in payment of (y) the balance of the Purchase Price in
accordance with subpara 3(b) and (z) any Purchaser Transfer Tax
(ii) If required by the Declaration or By-Laws power of attorney
to the Board prepared by Seller in the form required by the Condominium The power of
attorney shall be executed and acknowledged by Purchaser and after being recorded
shall be sent to the Condominium
(iii) New York City Real Property Transfer Tax Return executed
and acknowledged by Purchaser and an Affidavit in Lieu of Registration pursuant to New
York Multiple Dwelling Law each in proper form for submission if applicable and
(iv) If required New York State Equalization Return executed
and acknowledged by Purchaser in proper form for submission
(c) It is a condition of Purchaserrsquos obligation to close title hereunder that
(i) All notes or notices of violations of law or governmental
orders ordinances or requirements affecting the Unit and noted or issued by any
governmental department agency or bureau having jurisdiction which were noted or
issued on or prior to the date hereof shall have been cured by Seller
(ii) Any written notice to Seller from the Condominium (or its
duly authorized representative) that the Unit is in violation of the Declaration By-Laws
or rules and regulations of the Condominium shall have been cured and
(iii) The Condominium is a valid condominium created pursuant
to RPL Art 9-B and the Title Company will so insure
7 Closing Adjustments (a) The following adjustments shall be made as of
1159 PM of the day before the Closing
(i) Real estate taxes and water charges and sewer rents if
separately assessed on the basis of the fiscal period for which assessed except that if
there is a water meter with respect to the Unit apportionment shall be based on the last
available reading subject to adjustment after the Closing promptly after the next reading
is available provided however that in the event real estate taxes have not as of the date
of Closing been separately assessed to the Unit real estate taxes shall be apportioned on
the same basis as provided in the Declaration or By-Laws or in the absence of such
provision based upon the Unitrsquos percentage interest in the Common Elements
(ii) Common charges of the Condominium and
(iii) If fuel is separately stored with respect to the Unit only the
value of fuel stored with respect to the Unit at the price then charged by Sellerrsquos supplier
- 6 -
(as determined by a letter or certificate to be obtained by Seller from such supplier)
including any sales taxes
(b) If at the time of Closing the Unit is affected by an assessment which is
or may become payable in installments then for the purposes of this Contract only the
unpaid installments which are then due shall be considered due and are to be paid by
Seller at the Closing All subsequent installments at the time of Closing shall be the
obligation of Purchaser
(c) Any errors or omissions in computing closing adjustments shall be
corrected This subpara 7(c) shall survive the Closing
(d) If the Unit is located in the City of New York the ldquocustoms in respect
to title closingsrdquo recommended by The Real Estate Board of New York Inc as amended
and in effect on the date of Closing shall apply to the adjustments and other matters
therein mentioned except as otherwise provided herein
8 Right of First Refusal If so provided in the Declaration or By-Laws this
sale is subject to and conditioned upon the waiver of a right of first refusal to purchase
the Unit held by the Condominium and exercisable by the Board Seller agrees to give
notice promptly to the Board of the contemplated sale of the Unit to Purchaser which
notice shall be given in accordance with the terms of the Declaration and By-Laws and
Purchaser agrees to provide promptly all applications information and references
reasonably requested by the Board If the Board shall exercise such right of first refusal
Seller shall promptly refund to Purchaser the Downpayment (which term for all purposes
of this Contract shall be deemed to include interest if any earned thereon) and upon the
making of such refund this Contract shall be deemed cancelled and of no further force or
effect and neither party shall have any further rights against or obligations or liabilities
to the other by reason of this Contract If the Board shall fail to exercise such right of
first refusal within the time and in the manner provided for in the Declaration or By-Laws
or shall declare in writing its intention not to exercise such right of first refusal (a copy of
which writing shall be delivered to Purchaser promptly following receipt thereof) the
parties hereto shall proceed with this sale in accordance with the provisions of this
Contract
9 Processing Fee Seller shall at the Closing pay all fees and charges payable
to the Condominium (andor its managing agent) in connection with this sale and
customarily charged to Sellers by the Condominium including without limitation
any processing fee the legal fees if any of the Condominiumrsquos attorney in connection
with this sale and unless otherwise agreed to by Seller and Purchaser in writing all ldquoflip
taxesrdquo transfer or entrance fees or similar charges if any payable to or for the
Condominium or otherwise for the benefit of the Condominium unit owners which arise
by reason of this sale Purchaser shall pay all fees customarily charged to Purchasers
by the Condominium or Managing Agent
- 7 -
10 No Other Representations Purchaser has examined and is satisfied with the
Declaration By-Laws and rules and regulations of the Condominium or has waived the
examination thereof Purchaser has inspected the Unit its fixtures appliances and
equipment and the personal property if any included in this sale as well as the Common
Elements of the Condominium and knows the condition thereof and subject to subpara
5(f) agrees to accept the same ldquoas isrdquo ie in the condition they are in on the date hereof
subject to normal use wear and tear between the date hereof and the Closing Purchaser
has examined or waived examination of the last audited financial statements of the
Condominium and has considered or waived consideration of all other matters pertaining
to this Contract and to the purchase to be made hereunder and does not rely on any
representations made by any broker or by Seller or anyone acting or purporting to act on
behalf of Seller as to any matters which might influence or affect the decision to execute
this Contract or to buy the Unit or said personal property except those representations
and warranties which are specifically set forth in this Contract
11 Possession Seller shall prior to the Closing remove from the Unit all
furniture furnishings and other personal property not included in this sale shall repair
any damage caused by such removal and shall deliver exclusive possession of the Unit at
the Closing vacant broom-clean and free of tenancies or other rights of use or
possession
12 Access Seller shall permit Purchaser and its architect decorator or other
authorized persons to have the right of access to the Unit between the date hereof and the
Closing for the purpose of inspecting the same and taking measurements at reasonable
times and upon reasonable prior notice to Seller (by telephone or otherwise) Further
Purchaser shall have the right to inspect the Unit at a reasonable time during the 24-hour
period immediately preceding the Closing
13 Defaults and Remedies (a) If Purchaser defaults hereunder Sellerrsquos sole
remedy shall be to retain the Downpayment as liquidated damages it being agreed that
Sellerrsquos damages in case of Purchaserrsquos default might be impossible to ascertain and that
the Downpayment constitutes a fair and reasonable amount of damages under the
circumstances and is not a penalty
(b) If Seller defaults hereunder Purchaser shall have such remedies as
Purchaser shall be entitled to at law or in equity including but not limited to specific
performance
14 Notices Any notice request or other communication (ldquoNoticerdquo) given or
made hereunder (except for the notice required by para 12) shall be in writing and either
(a) sent by any of the parties hereto or their respective attorneys by registered or certified
mail return receipt requested postage prepaid or (b) delivered in person or by overnight
courier with receipt acknowledged to the address given at the beginning of this Contract
for the party to whom the Notice is to be given or to such other address for such party as
said party shall hereafter designate by Notice given to the other party pursuant to this
- 8 -
para 14 or (c) with respect to para 6(a)(viii) or para 18(b) sent by fax to the partyrsquos
attorney Each Notice mailed shall be deemed given on the third business day following
the date of mailing the same and each Notice delivered in person or by overnight courier
shall be deemed given when delivered A copy of each notice sent to a party shall also be
sent to the partyrsquos attorney Each notice sent by fax shall be deemed given when
transmission is confirmed by the senders fax machine The attorneys for the parties are
hereby authorized to give and receive on behalf of their clients all Notices and deliveries
15 Purchaserrsquos Lien The Downpayment and all other sums paid on account of
this Contract and the reasonable expenses of the examination of title to and departmental
violation searches in respect of the Unit are hereby made a lien upon the Unit but such
lien shall not continue after default by Purchaser hereunder
16 Downpayment in Escrow (a) Sellerrsquos attorney (ldquoEscroweerdquo) shall hold the
Downpayment in escrow in a segregated bank account at the depository identified at the
end of this Contract until Closing or sooner termination of this Contract and shall pay
over or apply the Downpayment in accordance with the terms of this para 16 Escrowee
shall hold the Downpayment in a(n) interest-bearing Escrow account for the benefit of
the parties If interest is held for the benefit of the parties it shall be paid to the party
entitled to the Downpayment and the party receiving the interest shall pay any income
taxes thereon If interest is not held for the benefit of the parties the Downpayment shall
be placed in an IOLA account or as otherwise permitted or required by law The Social
Security or Federal Identification numbers of the parties shall be furnished to Escrowee
upon request At Closing the Downpayment shall be paid by Escrowee to Seller If for
any reason Closing does not occur and either party gives Notice (as defined in paragraph
14) to Escrowee demanding payment of the Downpayment Escrowee shall give prompt
Notice to the other party of such demand If Escrowee does not receive Notice of
objection from such other party to the proposed payment within 10 business days after
the giving of such Notice Escrowee is hereby authorized and directed to make such
payment If Escrowee does receive such Notice of objection within such 10 day period or
if for any other reason Escrowee in good faith shall elect not to make such payment
Escrowee shall continue to hold such amount until otherwise directed by Notice from the
parties to this Contract or a final nonappealable judgment order or decree of a court
However Escrowee shall have the right at any time to deposit the Downpayment with the
clerk of a court in the county in which the Unit is located and shall give Notice of such
deposit to Seller and Purchaser Upon such deposit or other disbursement in accordance
with the terms of this para 16 Escrowee shall be relieved and discharged of all further
obligations and responsibilities hereunder
(b) The parties acknowledge that Escrowee is acting solely as a
stakeholder at their request and for their convenience and that Escrowee shall not be
liable to either party for any act or omission on its part unless taken or suffered in bad
faith or in willful disregard of this Contract or involving gross negligence on the part of
Escrowee Seller and Purchaser jointly and severally (with right of contribution) agree to
- 9 -
defend (by attorneys selected by Escrowee) indemnify and hold Escrowee harmless from
and against all costs claims and expenses (including reasonable attorneysrsquo fees) incurred
in connection with the performance of Escroweersquos 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 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 Escroweersquos agreement to the provisions of this para 16 by signing in
the place indicated in this Contract
(e) Escrowee or any member of its firm shall be permitted to act as
counsel for Seller in any dispute as to the disbursement of the Downpayment or any other
dispute between the parties whether or not Escrowee is in possession of the
Downpayment and continues to act as Escrowee
(f) The party whose attorney is Escrowee shall be liable for loss of the
Downpayment
17 FIRPTA Seller represents and warrants to Purchaser that Seller is not a
ldquoforeign personrdquo as defined in IRC sect 1445 as amended and the regulations issued
thereunder (ldquoCode Withholding Sectionrdquo) At the Closing Seller shall deliver to
Purchaser a certificate stating that Seller is not a foreign person in the form then required
by the Code Withholding Section or a withholding certificate from the Internal Revenue
Service In the event Seller fails to deliver the aforesaid certificate or in the event that
Purchaser is not entitled under the Code Withholding Section to rely on such certificate
Purchaser shall deduct and withhold from the Purchase Price a sum equal to 10 thereof
and shall at Closing remit the withheld amount with the required forms to the Internal
Revenue Service
18 Title Report Acceptable Title (a) Purchaser shall promptly after the date
hereof or after receipt of the mortgage commitment letter if applicable order a title
insurance report from the Title Company Promptly after receipt of the title report and
thereafter of any continuations thereof and supplements thereto Purchaser shall forward a
copy of each such report continuation or supplement to the attorney for Seller Purchaser
shall further notify Sellerrsquos attorney of any other objections to title not reflected in such
title report of which Purchaser becomes aware following the delivery of such report
reasonably promptly after becoming aware of such objections
(b) Any unpaid taxes assessments water charges and sewer rents
together with the interest and penalties thereon to a date not less than two days following
- 10 -
the date of Closing and any other liens and encumbrances which Seller is obligated to
pay and discharge or which are against corporations estates or other persons in the chain
of title together with the cost of recording or filing any instruments necessary to
discharge such liens and encumbrances of record may be paid out of the proceeds of the
monies payable at the Closing if Seller delivers to Purchaser at the Closing official bills
for such taxes assessments water charges sewer rents interest and penalties and
instruments in recordable form sufficient to discharge any other liens and encumbrances
of record Upon request made a reasonable time before the Closing Purchaser shall
provide at the Closing separate checks for the foregoing payable to the order of the holder
of any such lien charge or encumbrance and other wise complying with subpara 3(b) If
the Title Company is willing to insure Purchaser that such charges liens and
encumbrances will not be collected out of or enforced against the Unit and is willing to
insure the lien of Purchaserrsquos Institutional Lender (as hereinafter defined) free and clear
of any such charges liens and encumbrances then Seller shall have the right in lieu of
payment and discharge to deposit with the Title Company such funds or to give such
assurances or to pay such special or additional premiums as the Title Company may
require in order to so insure In such case the charges liens and encumbrances with
respect to which the Title Company has agreed so to insure shall not be considered
objections to title
(c) Seller shall convey and Purchaser shall accept fee simple title to the
Unit in accordance with the terms of this Contract subject only to (a) the Permitted
Exceptions and (b) such other matters as (i) the Title Company or any other title insurer
licensed to do business by the State of New York shall be willing without special or
additional premium to omit as exceptions to coverage or to except with insurance against
collection out of or enforcement against the Unit and (ii) shall be accepted by any lender
which has committed in writing to provide mortgage financing to Purchaser for the
purchase of the Unit (ldquoPurchaserrsquos Institutional Lenderrdquo) except that if such
acceptance by Purchaserrsquos Institutional Lender is unreasonably withheld or delayed such
acceptance shall be deemed to have been given
(d) Notwithstanding any contrary provisions in this Contract express or
implied or any contrary rule of law or custom if Seller shall be unable to convey the
Unit in accordance with this Contract (provided that Seller shall release discharge or
otherwise cure at or prior to Closing any matter created by Seller after the date hereof and
any existing mortgage unless this sale is subject to it) and if Purchaser elects not to
complete this transaction without abatement of the Purchase Price the sole obligation and
liability of Seller shall be to refund the Downpayment to Purchaser together with the
reasonable cost of the examination of title to and departmental violation searches in
respect of the Unit and upon the making of such refund and payment this Contract shall
be deemed cancelled and of no further force or effect and neither party shall have any
further rights against or obligations or liabilities to the other by reason of this Contract
However nothing contained in this subpara 18(d) shall be construed to relieve Seller
from liability due to a willful default
- 11 -
19 Risk of Loss Casualty (a) The risk of loss or damage to the Unit or the
personal property included in this sale by fire or other casualty until the earlier of the
Closing or possession of the Unit by Purchaser is assumed by Seller but without any
obligation of Seller to repair or replace any such loss or damage unless Seller elects to do
so as hereinafter provided Seller shall notify Purchaser of the occurrence of any such
loss or damage to the Unit or the personal property included in this sale within 10 days
after such occurrence or by the date of Closing whichever first occurs and by such
notice shall state whether or not Seller elects to repair or restore the Unit andor the
personal property as the case may be If Seller elects to make such repairs and
restorations Sellerrsquos notice shall set forth an adjourned date for the Closing which shall
be not more than 60 days after the date of the giving of Sellerrsquos notice If Seller either
does not elect to do so or having elected to make such repairs and restorations fails to
complete the same on or before said adjourned date for the Closing Purchaser shall have
the following options
(i) To declare this Contract cancelled and of no further force or
effect and receive a refund of the Downpayment in which event neither party shall
thereafter have any further rights against or obligations or liabilities to the other by
reason of this Contract or
(ii) To complete the purchase in accordance with this Contract
without reduction in the Purchase Price except as provided in the next sentence If Seller
carries hazard insurance covering such loss or damage Seller shall turn over to Purchaser
at the Closing the net proceeds actually collected by Seller under the provisions of such
hazard insurance policies to the extent that they are attributable to loss of or damage to
any property included in this sale less any sums theretofore expended by Seller in
repairing or replacing such loss or damage or in collecting such proceeds and Seller shall
assign (without recourse to Seller) Sellerrsquos right to receive any additional insurance
proceeds which are attributable to the loss of or damage to any property included in this
sale
(b) If Seller does not elect to make such repairs and restorations
Purchaser may exercise the resulting option under (i) or (ii) of (a) above only by notice
given to Seller within 10 days after receipt of Sellerrsquos notice If Seller elects to make such
repairs and restorations and fails to complete the same on or before the adjourned closing
date Purchaser may exercise either of the resulting options within 10 days after the
adjourned closing date
(c) In the event of any loss of or damage to the Common Elements which
materially and adversely affects access to or use of the Unit arising after the date of this
Contract but prior to the Closing Seller shall notify Purchaser of the occurrence thereof
within 10 days after such occurrence or by the date of Closing whichever occurs first in
which event Purchaser shall have the following options
- 12 -
(i) To complete the purchase in accordance with this Contract
without reduction in the Purchase Price or
(ii) To adjourn the Closing until the first to occur of (1)
completion of the repair and restoration of the loss or damage to the point that there is no
longer a materially adverse effect on the access to or use of the Unit or (2) the 60th day
after the date of the giving of Sellerrsquos aforesaid notice In the event Purchaser elects to
adjourn the Closing as aforesaid and such loss or damage is not so repaired and restored
within 60 days after the date of the giving of Sellerrsquos aforesaid notice then Purchaser
shall have the right either to (x) complete the purchase in accordance with this Contract
without reduction in the Purchase Price or (y) declare this Contract cancelled and of no
further force or effect and receive a refund of the Downpayment in which latter event
neither party shall thereafter have any further rights against or obligations or liabilities
to the other by reason of this Contract
(d) In the event of any loss of or damage to the Common Elements which
does not materially and adversely affect access to or use of the Unit Purchaser shall
accept title to the Unit in accordance with this Contract without abatement of the
Purchase Price
20 Internal Revenue Service Reporting Requirement Each party shall
execute acknowledge and deliver to the other party such instruments and take such other
actions as such other party may reasonably request in order to comply with IRC sect
6045(e) as amended or any successor provision or any regulations promulgated pursuant
thereto insofar as the same requires reporting of information in respect of real estate
transactions The provisions of this para 20 shall survive the Closing The parties
designate _________________________________ as the attorney responsible for
reporting this information as required by law
21 Broker Seller and Purchaser represent and warrant to each other that the only
real estate broker with whom they have dealt in connection with this Contract and the
transaction set forth herein is ______________________________ and that they know of
no other real estate broker who has claimed or may have the right to claim a commission
in connection with this transaction The commission of such real estate broker shall be
paid by Seller pursuant to separate agreement If no real estate broker is specified above
the parties acknowledge that this Contract was brought about by direct negotiation
between Seller and Purchaser and each represents to the other that it knows of no real
estate broker entitled to a commission in connection with this transaction Seller and
Purchaser shall indemnify and defend each other against any costs claims or expenses
(including reasonable attorneysrsquo fees) arising out of the breach on their respective parts of
any representation warranty or agreement contained in this para 21 The provisions of
this para 21 shall survive the Closing or if the Closing does not occur the termination of
this Contract
- 13 -
22 Mortgage Commitment Contingency (Delete paragraph if inapplicable) (a)
The obligation of Purchaser to purchase under this Contract is conditioned upon issuance
on or before ____________ days after a fully executed copy of this Contract is given to
Purchaser or Purchaserrsquos attorney in the manner set forth in paragraph 14 or
subparagraph 22(k) (the ldquoCommitment Daterdquo) 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 Purchasers sole cost and expense of $______________ for a term of at least _______
years (or such lesser sum or shorter term as Purchaser shall be willing to accept) at the
prevailing fixed or adjustable rate of interest and on other customary commitment terms
(the ldquoCommitmentrdquo) To the extent a Commitment is conditioned on the sale of
Purchaserrsquos current home payment of any outstanding debt no material adverse change
in Purchaserrsquos 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 Lenderrsquos approval of an appraisal shall not be deemed a ldquoCommitmentrdquo
hereunder until an appraisal is approved (and if that does not occur before the
Commitment Date Purchaser may cancel under subparagraph 22(e) unless the
Commitment Date is extended) Purchaserrsquos 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 Purchaserrsquos
election more than one Institutional Lender for such mortgage loan (ii) furnish accurate
and complete information regarding Purchaser and members of Purchaserrsquos 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 22(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 (ldquoMortgage Brokerrdquo) shall constitute full compliance with
the terms and conditions set forth in subparagraph 22(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 22
- 14 -
(e) If no Commitment is issued by the 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 22(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 22
(f) If this Contract is canceled by Purchaser pursuant to subparagraphs
22(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 21
(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 22(a) then Purchaser shall be deemed to have waived
Purchaserrsquos right to cancel this Contract and to receive a refund of the Downpayment by
reason of the contingency contained in this paragraph 22
(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 of its obligations under this
paragraph 22) and except as set forth in paragraph 21
(i) The attorneys for the parties are hereby authorized to give and receive
on behalf of their clients all Notices and deliveries under this paragraph 22
(j) For purposes of this Contract the term ldquoInstitutional Lenderrdquo 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
(k) For purposes of subparagraph (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
- 15 -
23 Gender Etc As used in this Contract the neuter includes the masculine and
feminine the singular includes the plural and the plural includes the singular as the
context may require
24 Entire Contract All prior understandings and agreements between Seller and
Purchaser are merged in this Contract and this Contract supersedes any and all
understandings and agreements between the parties and constitutes the entire agreement
between them with respect to the subject matter hereof
25 Captions The captions in this Contract are for convenience and reference
only and in no way define limit or describe the scope of this Contract and shall not be
considered in the interpretation of this Contract or any provision hereof
26 No Assignment by Purchaser Purchaser may not assign this Contract or any
of Purchaserrsquos rights hereunder
27 Successors and Assigns Subject to the provisions of para 26 the provisions
of this Contract shall bind and inure to the benefit of both Purchaser and Seller and their
respective distributees executors administrators heirs legal representatives successors
and permitted assigns
28 No Oral Changes This Contract cannot be changed or terminated orally Any
changes or additional provisions must be set forth in a rider attached hereto or in a
separate written agreement signed by both parties to this Contract
29 Contract Not Binding Until Signed This Contract shall not be binding or
effective until properly executed and delivered by Seller and Purchaser
30 Lead-Based Paint If applicable the complete and fully executed disclosure
of information on lead-based paint andor lead-based paint hazards is attached hereto and
made a part hereof
IN WITNESS WHEREOF the parties hereto have duly executed this Contract
on the day and year first above written
Seller Purchaser
_________________________________ ____________________________________
- 16 -
Agreed to as to para 16 ________________________________
Giddins Claman LLP Escrowee
Escrow Depository
Address
SCHEDULE A - Permitted Exceptions
1 Zoning laws and regulations and landmark historic or wetlands designation
which are not violated by the Unit and which are not violated by the Common Elements
to the extent that access to or use of the Unit would be materially and adversely affected
2 Consents for the erection of any structure or structures on under or above any
street or streets on which the Building may abut
3 The terms burdens covenants restrictions conditions easements and rules
and regulations set forth in the Declaration By-Laws and rules and regulations of the
Condominium the Power of Attorney from Purchaser to the board of managers of the
Condominium and the floor plans of the Condominium all as may be amended from time
to time
4 Rights of utility companies to lay maintain install and repair pipes lines
poles conduits cable boxes and related equipment on over and under the Building and
Common Elements provided that none of such rights imposes any monetary obligation
on the owner of the Unit or materially interferes with the use of or access to the Unit
5 Encroachments of stoops areas cellar steps trim cornices lintels window
sills awnings canopies ledges fences hedges coping and retaining walls projecting
from the Building over any street or highway or over any adjoining property and
encroachments of similar elements projecting from adjoining property over the Common
Elements
6 Any state of facts which an accurate survey or personal inspection of the
Building Common Elements or Unit would disclose provided that such facts do not
prevent the use of the Unit for dwelling purposes For the purposes of this Contract none
of the facts shown on the survey if any identified below shall be deemed to prevent the
use of the Unit for dwelling purposes and Purchaser shall accept title subject thereto
- 17 -
The survey referred to in No 6 above was prepared by
___________________________ dated _____________________ and last revised
____________________
7 The lien of any unpaid common charge real estate tax water charge sewer
rent or vault charge provided the same are paid or apportioned at the Closing as herein
provided
8 The lien of any unpaid assessments to the extent of installments thereof
payable after the Closing
9 Liens encumbrances and title conditions affecting the Common Elements
which do not materially and adversely affect the right of the Unit owner to use and enjoy
the Common Elements
10 Notes or notices of violations of law or governmental orders ordinances or
requirements (a) affecting the Unit and noted or issued subsequent to the date of this
Contract by any governmental department agency or bureau having jurisdiction and (b)
any such notes or notices affecting only the Common Elements which were noted or
issued prior to or on the date of this Contract or at any time hereafter
11 Any other matters or encumbrances subject to which Purchaser is required to
accept title to the Unit pursuant to this Contract
ABOUT THE SPEAKERS
Lisa Lippman Senior Vice President and Director was the 1 broker at Brown Harris Stevens in 2009 With 13 years of experience selling real estate Lisa specializes in the sale of high end cooperatives condominiums and townhomes throughout Manhattan As is clear from her record even in tough times Lisa manages to both sell and find homes for her clients
Other awards Lisa has won in the last few years include
middotWall Street Journal top 400-Lisa was 11 in the nation and 2 in Manhattan 2009middotWall Street Journal top 50 brokers in America 2007middotBrown Harris Stevens Westside Office Broker of the Year All Years 2006 - 2009 middotBrown Harris Stevens Westside Office Listing Broker of the Year 2007 2008 2009middotBrown Harris Stevens Largest New Development Deal of the Year 2009
Prior to becoming a real estate broker Lisa spent several years as a lawyer practicing litigation at two prestigious law firms She graduated from The University of Pennsylvania in 1986 and earned her law degree from Cardozo in 1990 Lisarsquos legal background affords her a keen understanding of the negotiation process as well as the complexities needed to complete the deal
A New York City resident for 24 years Lisa offers impeccable knowledge of the market as it applies across all neighborhoods She has lived downtown on the Upper East Side and has now resided on the Upper West Side for the past 14 years Additionally as the mother of three children Lisa is personally involved in the decisions all buyers face in choosing a neighborhood and a home
Lisa takes pride in being a straight-forward intelligent and honest broker She understands the individual needs of each client as well as their comfort with the purchase andor sale process Her listening talents combined with her unbeatable memory work ethic and negotiation skills allow her to service her buyers and sellers most effectively Lisa is also active in the New York community including the UJA and her childrenrsquos school All of this enables her to offer a well-rounded approach to navigating the New York real estate landscape bringing to life the nuances and charms that the City and its real estate market have to offer
LISA LIPPMANSenior Vice PresidentDirector
Lisa Lippman bull 212- 588-5606 bull fax 212-418-9733 bull llippmanbhsusacom
GIDDINS bull CLAMAN LLP
Attorneys at Law
675 THIRD AVENUE
29TH
FLOOR
NEW YORK NEW YORK 10017
(212)573-6703
FAX (212)949-1923 Paul M Giddins
Scott Claman
Giddins Claman LLP ndash Firm Biography
Giddins Claman LLP (formerly Giddins Claman amp Langs LLP) was
established in 1988 by Paul M Giddins formerly an Assistant District Attorney in
the New York County District Attorneyrsquos Office For over 20 years the firm has
specialized in real estate matters in the New York City metropolitan area with an
active transactional real estate practice Mr Giddins has specialized in residential
real estate during that time In addition to purchase sale and refinance transactions
Mr Giddins represents cooperative apartment boards of directors and condominium
boards of managers Mr Giddins also regularly gives lectures and seminars on real
estate matters for many of the prominent real estate brokerage firms in New York
Scott Claman has been in the practice of law in New York for over 26 years
and joined the firm as a member in 1996 having previously been a partner at a law
firm that specialized in the representation of cooperative apartment boards of
directors and condominium boards of managers Mr Claman is regularly engaged
in a variety of transactional real estate matters ranging from commercial leasing
mortgage financing and asset dispositions to individual apartment and house sales
In addition to individual and institutional owners of residential and commercial real
estate Mr Claman also represents cooperative apartment boards of directors and
condominium boards of managers and has given numerous lectures and seminars
on real estate matters for the Real Estate Board of New York and for many of the
prominent real estate brokerage firms in New York
Steven M Nachman serves as Of Counsel to the firm in connection with
commercial and general litigation matters Mr Nachman formerly associated with
the firm of Stroock amp Stroock amp Lavan has over 20 years of civil litigation
experience
Giddins Claman LLP is proud to provide our clients with the benefits of our
collective experience as seasoned litigators and transactional real estate specialists
while maintaining our personal commitment to represent our clients in a manner
associated with a smaller practice
ManhattanResidential Market Report
Fourth Quarter 2010
Manhattan Cooperatives and Condominiums
2 Fourth Quarter 2010
Average and Median Sale Price
Cooperative Average Sale Price
Condominium Average Sale Price
Cover Property BrownHarrisStevenscom WEB272151
Average Sale Price Median Sale Price
Prices for Manhattan apartments continued to edge upward
as their average sale price of $1432787 was 8 higher
than a year ago This marked the sixth straight quarter that
the average price has risen While the number of recorded
transactions fell 25 from a year ago the fourth quarter of 2009
was uncharacteristically busy due to pent-up demand after the
collapse of Lehman Brothers had frozen the market earlier that year
The average co-op price continued to rise sharply as
more buyers favored larger apartments compared to a year ago Two-bedroom and larger
units accounted for 45 of co-op sales up from 40 a year ago This helped push
the overall average co-op price up 17 from 2009rsquos fourth
quarter to $1158333
Condo prices averaged $1751219 during the fourth
quarter 1 higher than a year ago One-bedrooms posted the
biggest increase in average price rising 9 over the past year
to $844964
Studio 1-Bedroom 2-Bedroom 3+Bedroom All
4th Q 10 $342545 $593718 $1231116 $3150700 $1158333
3rd Q 10 $366086 $606444 $1206257 $3049980 $1156733
2nd Q 10 $356696 $597311 $1301392 $2872496 $1065814
1st Q 10 $334307 $587538 $1132150 $3098881 $1079195
4th Q 09 $345725 $585238 $1133967 $3001012 $990921
Studio 1-Bedroom 2-Bedroom 3+Bedroom All
4th Q 10 $495002 $844964 $1637638 $4567750 $1751219
3rd Q 10 $495876 $809514 $1596021 $3835376 $1724180
2nd Q 10 $464559 $840829 $1570772 $3922994 $1686690
1st Q 10 $529970 $819785 $1608375 $4250098 $1730415
4th Q 09 $554568 $772525 $1583362 $4574080 $1732362
Average Sale Price Median Sale Price
$1600000
$1400000
$1200000
$1000000
$800000
$400000
$600000
$1369883 $820000
1Q10
$1324504 $800000
4Q09
$1432787 $840000
4Q10
$1423378 $890000
3Q10
$1377135 $842779
2Q10
Fourth Quarter 2010 3
New Developments Lofts
Time on the Market
Excludes new developments and units listed over one year Based on the last asking price Excludes new developments
Average Price Per Square Foot
New development prices averaged $1099 per square foot 11 less than during the fourth quarter of 2009 This was due in part to an increase in the percent of new development sales in Northern Manhattan from 9 a year ago to 15 At $1052 the average price per square foot for loft apartments was 3 higher than during 2009rsquos fourth quarter
Apartments sold during the quarter spent an average of 113 days on the market 14 less time than a year ago Sellers received 955 of the last asking price up slightly from the fourth quarter of 2009
Asking Vs Selling Price
$700
$900
$1100
$1300 $1099
4Q10
$1238
4Q09
$1146
1Q10 2Q10
$1176
$700
$900
$1100
$1300 $1052
4Q10
$1017
4Q09
$1037
1Q10
$1066
2Q10
$1112
3Q10
$1077
3Q10
75 days
100 days
125 days
150 days 113
4Q10
132
4Q09
119
1Q10
112
2Q10
85
90
95
100 955
4Q10
954
4Q09
962
1Q10
97
3Q10
959
3Q10
966
2Q10
Generally 59th to 96th Street Fifth Avenue to the East River
Cooperative Condominium
East sidE
4 Fourth Quarter 2010
Average Price Per Square Foot
At an average of $1581971 prices for two-bedroom East Side
apartments were 14 higher than a year ago The average price fell
13 for three-bedroom and larger apartments due in part to 2 closings
of over $30 million a year ago inflating that figure Co-ops fared better than condos as the average
price per room rose for both prewar and postwar co-ops over the past year
while the average condo price per square foot fell
Average Price Per Room
4Q09 4Q10
Studio 1-Bedroom 2-Bedroom 3+Bedroom
Percent of Sales
4th Q 09 10 35 36 19
4th Q 10 11 39 28 22
Average Price
4th Q 09 $351462 $647300 $1383364 $4146087
4th Q 10 $355459 $647207 $1581971 $3605513
Change 1 0 14 -13
$100000
$300000
$150000
$200000
$250000
$350000
$400000
$50000
$200
$1000
$400
$600
$800
$1200
$1400
$0
Postwar
$204713 $210559
Prewar
$348425 $383335
4Q10
$1126
4Q09
$1168
Generally 59th to 110th Street Hudson River to West of Fifth Avenue
WEst sidE
Fourth Quarter 2010 5
Cooperative CondominiumAverage Price Per Room Average Price Per Square Foot
With the exception of studios prices rose for all other size categories of apartments on
the West Side led by a 21 gain in the average price for
three-bedroom and larger units This increase was helped by
535 West End Avenue whose three-bedroom closing prices averaged over $115 million
in the fourth quarter Co-ops remained strong as the average
price per room rose 21 for prewar and 12 for postwar co-ops on the West Side The average condo price per square
foot rose 3 to $1309 making the West Side the only
area where both co-op and condo prices were higher
than a year ago
4Q09 4Q10
Studio 1-Bedroom 2-Bedroom 3+Bedroom
Percent of Sales
4th Q 09 10 37 37 16
4th Q 10 8 33 38 21
Average Price
4th Q 09 $417466 $656421 $1326640 $3325062
4th Q 10 $391228 $766529 $1378920 $4030338
Change -6 17 4 21
$125000
$225000
$150000
$175000
$200000
$250000
$275000
$100000
$200
$1000
$400
$600
$800
$1200
$1400
$0
4Q09
$1267
4Q10
$1309
Prewar
$215967 $260653
Postwar
$189264 $212348
MidtoWn East Generally 34th to 59th Street Fifth Avenue to the East River
MidtoWn
MidtoWn WEst Generally 34th to 59th Street Hudson River to West of Fifth Avenue
6 Fourth Quarter 2010
Cooperative Condominium
Cooperative Condominium
Average Price Per Room Average Price Per Square Foot
Average Price Per Room Average Price Per Square Foot
A couple of high-end closings at The Plaza and One Beacon Court helped bring the average condo price per square foot 27 higher in the Midtown East market compared
to a year ago The average price per room fell 5 for prewar while rising
8 for postwar co-ops
The average price per square foot rose 12 for condos over the
past year in the Midtown West market A number of closings at The Sheffield and Platinum
helped bring up this figure The average price per room fell for
both prewar and postwar co-ops in this market compared
to a year ago
$175000
$100000
$125000
$150000
$200000
$225000
$1000
$250
$500
$750
$1250
$1500
4Q09 4Q10
$212198 $200857
Prewar
$188662 $204639
Postwar
$1171
4Q09
$1485
4Q10
$252044 $199029 $231213 $221850 $1180$1055
4Q10Prewar Postwar 4Q09
$1000
$250
$500
$750
$1250
$1500
4Q09 4Q10
$200000
$50000
$100000
$150000
$250000
$300000
Cooperative Condominium
Fourth Quarter 2010 7
Average Price Per Room Average Price Per Square Foot
South of 34th Street
doWntoWn
While the average price fell 23 for three-bedroom and
larger apartments Downtown from a year ago a large
number of closings at the Superior Ink building inflated 2009rsquos figure This also is a reason why the overall condo
price per square foot fell 10 from a year ago The average
co-op price per room rose 13 for prewar and 4 for
postwar units from 2009rsquos fourth quarter
4Q09 4Q10
Studio 1-Bedroom 2-Bedroom 3+Bedroom
Percent of Sales
4th Q 09 17 43 28 12
4th Q 10 16 41 31 12
Average Price
4th Q 09 $452722 $704292 $1615877 $4665379
4th Q 10 $444618 $741919 $1581625 $3605513
Change -2 5 -2 -23
Prewar
$208503 $235826
Postwar
$188600 $195854
$100000
$200000
$125000
$150000
$175000
$225000
$250000
$75000
$800
$1200
$900
$1000
$1100
$1300
$1400
$700
4Q09
$1326
4Q10
$1194
Cooperative CondominiumAverage Price Per Room Average Price Per Square Foot
Generally North of 96th Street on the East Side and 110th Street on the West Side
NEW YORK CITY bull PALM BEACH bull THE HAMPTONS bull NORTH FORK 2129069200
EAST SIDE445 Park AvenueHall F Willkie PresidentRuth McCoy EVPManaging Director of Sales
UPPER EAST SIDE1121 Madison AvenuePeter R Marra EVPManaging Director of Sales
EDWARD LEE CAVE DIVISION790 Madison AvenueCaroline E Y GuthriePresident
WEST SIDE1926 BroadwayJames M Gricar EVP Managing Director of Sales
BROOKLYN HEIGHTS129 Montague StreetChristopher Thomas EVPManaging Director of Sales
PARK SLOPE100 Seventh AvenueMaryAnn Albano EVPManaging Director of Sales
NEW DEVELOPMENT445 Park Avenue James M GricarManaging DirectorBrown Harris Stevens On-Site Marketing and Sales
Prepared by Gregory Heym Chief Economist Brown Harris Stevenscopy2010 by Brown Harris Stevens All Rights Reserved This information may not be copied used or distributed without Brown Harris Stevensrsquo consent While information is believed true no guaranty is made of accuracy
While the average price fell for three-bedroom and larger apartments it was higher for
all other size categories in Northern Manhattan Condo
prices rose slightly as their average price per square foot of $566 was up 1 from a
year ago The average price per room fell for both prewar and
postwar co-ops compared to a year ago
This report is based on 1901 reported Manhattan apartment sales 25 less than were reported during last yearrsquos comparable period
VILLAGE2 Fifth AvenueKevin Kovesci EVPManaging Director of Sales
TRIBECA43 North MooreKevin Kovesci EVPManaging Director of Sales
northErn Manhattan
Studio 1-Bedroom 2-Bedroom 3+Bedroom
Percent of Sales
4th Q 09 6 35 43 16
4th Q 10 8 38 38 16
Average Price
4th Q 09 $227611 $352759 $567332 $1101778
4th Q 10 $319798 $394509 $577071 $710832
Change 41 12 2 -35
$100
$500
$200
$300
$400
$600
$700
$0
4Q09 4Q10
4Q09
$563
4Q10
$566
$70000
$110000
$80000
$90000
$100000
$120000
$130000
$60000
Prewar
$120601 $97757
Postwar
$110104 $106330
Faculty Biographies
REAL PROPERTY SECTION gt Officer Bio
Chair Leo Genn Esq
Office Address Northside Center for Child Development 1301 Fifth Ave New York NY 10029-3119
Phone 212-426-3406 Fax 212-410-7561 Email lgenn_esqyahoocom
After working briefly as a litigator Mr Genn became House Counsel at NorthsideCenter for Child Development a Manhattan-based not for profit where he handles contract negotiations commercial leasing property management and insurance issues Mr Genn also writes government grants Before law school Mr Genn spent eight years managing commercial and residential real estate in New York City Mr Genn has also worked for New York Citys Office of Economic Development In March 2002 Mr Genns article on the notice requirements in foreclosure proceedings appeared on thecover of the New York Real Estate Law Reporter Mr Gennrsquos favorite law quote is Oliver Wendell Holmes remark A word is not a crystal transparent and unchanged it isthe skin of a living thought and may vary greatly in color and content according to thecircumstances and time in which it is used Mr Gennrsquos favorite case is Raffles v
ichelhaus and his favorite legal fiction is promissory estoppel W
Paul M Giddins Partner
Giddins Claman LLP Paul M Giddins is a partner at Giddins Claman LLP a law firm in New York City Mr Giddins received a Bachelor of Arts degree from Trinity College- Hartford and a law degree from American University Washington School of Law
LISA LIPPMAN | Senior Vice President Director | Licensed Associate Real Estate Broker
printer friendly page
1926 Broadway New York NY 10023 Tel (212) 588-5606 Fax (212) 418-9733 llippmanbhsusacom download contact info view current listings view sold listings
FEATURED PROPERTY - UPPER EAST SIDE
2COOPERATIVE
25 EAST 79TH STREET
rice $1299000
isting ID 1127158
PBedrooms 2 Baths 20 L
Lisa Lippman Senior Vice President and Director was the 1 broker at Brown Harris Stevens in 2009 With 13 years of experience selling real estate Lisa specializes in the sale of high end cooperatives condominiums and townhomes throughout Manhattan As is clear from her record even in tough times Lisa manages to both sell and find homes for her clients Other awards Lisa has won in the last few years include middotWall Street Journal top 400-Lisa was 11 in the nation and 2 in Manhattan 2009 middotWall Street Journal top 50 brokers in America 2007 middotBrown Harris Stevens Westside Office Broker of the Year All Years 2006 - 2009 middotBrown Harris Stevens Westside Office Listing Broker of the Year 2007 2008 2009 middotBrown Harris Stevens Largest New Development Deal of the Year 2009 Prior to becoming a real estate broker Lisa spent several years as a lawyer practicing litigation at two prestigious law firms She graduated from The University of Pennsylvania in 1986 and earned her law degree from Cardozo in 1990 Lisas legal background affords her a keen understanding of the negotiation process as well as the complexities needed to complete the deal A New York City resident for 24 years Lisa offers impeccable knowledge of the market as it applies across all neighborhoods She has lived downtown on the Upper East Side and has now resided on the Upper West Side for the past 14 years Additionally as the mother of three children Lisa is personally involved in the decisions all buyers face in choosing a neighborhood and a home Lisa takes pride in being a straight-forward intelligent and honest broker She understands the individual needs of each client as well as their comfort with the purchase andor sale process Her listening talents combined with her unbeatable memory work ethic and negotiation skills allow her to service her buyers and sellers most effectively Lisa is also active in the New York community including the UJA and her childrens school All of this enables her to offer a well-rounded approach to navigating the New York real estate landscape bringing to life the nuances and charms that the City and its real estate market have to offer
Third Quarter 2010 3
New Developments Lofts
Time on the Market
Excludes new developments and units listed over one year Based on the last asking price Excludes new developments
Average Price Per Square Foot
Apartments in new developments sold for an average of $1112 per square foot 5 less than a year ago A decline in the number of luxury developments on the market was a major factor in this change Loft prices averaged $1077 per square foot in the third quarter up 12 from the third quarter of 2009
Units that sold in the third quarter spent an average of 97 days on the market 24 less time than a year ago This was the lowest level for time on the market level since the third quarter of 2008 Sellers received 959 of their last asking price up from 951 in 2009rsquos third quarter
$700
$900
$1100
$1300
$700
$900
$1100
$1300
75 days
100 days
125 days
150 days
85
90
95
100
Asking Vs Selling Price
$1176
3Q09
$1238
4Q09
$1146
1Q10 2Q10
$1176 $960
3Q09
$1017
4Q09
$1037
1Q10
951
3Q09
954
4Q09
962
1Q10
128
3Q09
132
4Q09
119
1Q10
112
2Q10
$1066
2Q10
966
2Q10
$1112
3Q10
$1077
3Q10
97
3Q10
959
3Q10
Generally 59th to 96th Street Fifth Avenue to the East River
Cooperative Condominium
East sidE
4 Third Quarter 2010
Average Price Per Square Foot
Co-op apartments posted strong pricing gains in the East Side market over the past year
The co-op average price per room rose 17 for prewar units and
14 for postwar units compared to the third quarter of 2009
Condo prices on the East Side averaged $1213 per square foot
3 less than a year ago
Average Price Per Room
$100000
$300000
$150000
$200000
$250000
$350000
$400000
$50000
3Q09 3Q10
$200
$1000
$400
$600
$800
$1200
$1400
$0
Studio 1-Bedroom 2-Bedroom 3+Bedroom
Percent of Sales
3rd Q 09 12 34 28 26
3rd Q 10 7 31 37 25
Average Price
3rd Q 09 $386734 $590337 $1465894 $3852286
3rd Q 10 $375666 $658875 $1449023 $3514627
Change -3 12 -1 -9
Postwar
$203293 $232575
Prewar
$281354 $328648
3Q10
$1213
3Q09
$1249
Generally 59th to 110th Street Hudson River to West of Fifth Avenue
WEst sidE
Third Quarter 2010 5
Cooperative CondominiumAverage Price Per Room Average Price Per Square Foot
The West Side market saw strong gains in the average co-op price per room over the past
year At $280327 the prewar co-op average price per room was 29 higher than a year ago
while the postwar price rose 8 to $202193 West Side condo
prices fell 4 from 2009rsquos third quarter to an average of $1254 per square foot
$200
$1000
$400
$600
$800
$1200
$1400
$0
$125000
$225000
$150000
$175000
$200000
$250000
$275000
$100000
3Q09 3Q10
Studio 1-Bedroom 2-Bedroom 3+Bedroom
Percent of Sales
3rd Q 09 7 40 41 12
3rd Q 10 9 30 36 25
Average Price
3rd Q 09 $401021 $629722 $1382135 $3470940
3rd Q 10 $399072 $697290 $1523268 $3353242
Change 0 11 10 -3
3Q09
$1306
3Q10
$1254
Prewar
$217459 $280327
Postwar
$186785 $202193
MidtoWn East Generally 34th to 59th Street Fifth Avenue to the East River
MidtoWn
MidtoWn WEst Generally 34th to 59th Street Hudson River to West of Fifth Avenue
6 Third Quarter 2010
Cooperative Condominium
Cooperative Condominium
Average Price Per Room Average Price Per Square Foot
Average Price Per Room Average Price Per Square Foot
The average condo price per square foot rose 14 over the past year in the Midtown East market to $1276 Co-op prices in this area were mixed with the average price per room down 2 for prewar
units but up 6 for postwar units
In the Midtown West market the average price per room for prewar co-ops jumped 96
from the third quarter of 2009 This was due to an unusually
weak number a year ago combined with a high number of Central Park South sales
inflating the figure in the third quarter of 2010
$150000
$75000
$100000
$125000
$175000
$200000
$750
$0
$250
$500
$1000
$1250
3Q09 3Q10
3Q09 3Q10
$1000
$250
$500
$750
$1250
$1500
3Q10
$1258$1237
3Q09
$200000
$50000
$100000
$150000
$250000
$300000
$138443 $271070
Prewar
$174573 $208409
Postwar
$201796 $198364
Prewar
$190801 $202708
Postwar
$1116
3Q09
$1276
3Q10
Cooperative Condominium
Third Quarter 2010 7
Average Price Per Room Average Price Per Square Foot
South of 34th Street
doWntoWn
Prices rose for both co-ops and condos in the Downtown market over the past year aided by a 43 increase in the average price for three-bedroom and
larger apartments The average co-op price per room rose 19 over the past year for prewar
units and 14 for postwar units Condo prices Downtown
averaged $1201 per square foot 5 more than during the third
quarter of 2009
3Q09 3Q10
Studio 1-Bedroom 2-Bedroom 3+Bedroom
Percent of Sales
3rd Q 09 15 47 28 10
3rd Q 10 15 45 29 11
Average Price
3rd Q 09 $426982 $711789 $1427071 $2643872
3rd Q 10 $461763 $755436 $1523264 $3776778
Change 8 6 7 43
Prewar
$196789 $234026
Postwar
$190826 $216683
3Q09
$1149
3Q10
$1201
$700
$1100
$800
$900
$1000
$1200
$1300
$600
$100000
$200000
$125000
$150000
$175000
$225000
$250000
$75000
Cooperative CondominiumAverage Price Per Room Average Price Per Square Foot
Generally North of 96th Street on the East Side and 110th Street on the West Side
NEW YORK CITY bull PALM BEACH bull THE HAMPTONS bull NORTH FORK 2129069200
EAST SIDE445 Park AvenueHall F Willkie PresidentRuth McCoy EVPManaging Director of Sales
UPPER EAST SIDE1121 Madison AvenuePeter R Marra EVPManaging Director of Sales
EDWARD LEE CAVE DIVISION790 Madison AvenueCaroline E Y GuthriePresident
WEST SIDE1926 BroadwayJames M Gricar EVP Managing Director of Sales
BROOKLYN HEIGHTS129 Montague StreetChristopher Thomas EVPManaging Director of Sales
PARK SLOPE100 Seventh AvenueMaryAnn Albano EVPManaging Director of Sales
NEW DEVELOPMENT445 Park Avenue James M GricarManaging DirectorBrown Harris Stevens On-Site Marketing and Sales
Prepared by Gregory Heym Chief Economist Brown Harris Stevenscopy2010 by Brown Harris Stevens All Rights Reserved This information may not be copied used or distributed without Brown Harris Stevensrsquo consent While information is believed true no guaranty is made of accuracy
The average price rose sharply over the past year for studio
and two-bedroom apartments in Northern Manhattan Studio
prices averaged $285719 a 24 increase from third
quarter of 2009 while the two-bedroom average price rose 20
to $621104 Condo prices averaged $618 per square foot
7 more than a year ago
This report is based on 2471 reported Manhattan apartment sales 4 more than were reported during last yearrsquos comparable period
VILLAGE2 Fifth AvenueKevin Kovesci EVPManaging Director of Sales
TRIBECA43 North MooreKevin Kovesci EVPManaging Director of Sales
northErn Manhattan
$100
$500
$200
$300
$400
$600
$700
$0
3Q09 3Q10
$60000
$100000
$70000
$80000
$90000
$110000
$120000
$50000
Studio 1-Bedroom 2-Bedroom 3+Bedroom
Percent of Sales
3rd Q 09 7 40 41 12
3rd Q 10 9 32 46 13
Average Price
3rd Q 09 $230833 $380770 $519583 $964950
3rd Q 10 $285719 $379154 $621104 $879888
Change 24 0 20 -9
3Q09
$579
3Q10
$618
Prewar
$103224 $114800
Postwar
$101221 $98244
IDENTIFYING THE
APARTMENT
A Sample Showsheet
B Cooperative Building Financials
Pure Perfection on Riverside Drive100 Riverside Drive Apartment 3A
This sprawling prewar 9 room home is simply exquisite The trees of Riverside Park greet you while you sit in
the new chefs kitchen open to a beautiful den (or dining room) on the park The gorgeous sunken living room
library and huge master bedroom also all have oversized picture windows on the park In addition there are
two more bedrooms a large formal dining room and a second windowed butlers kitchen that could easily be
made into an office The finishes of this home are perfect All of the bathrooms are brand new and outfitted
with custom stone There is central air and the closets have all been custom designed Currently configured as a
luxurious 3 bedroom plus maids and den the apartment could easily be a 4 bedroom plus library No detail has
been overlooked and there is fabulous sun trees and nature in almost every room Full service building with
storage and a new fitness center A truly unique and special home
WEB 917677
Full Service Prewar Coopbull Four Bedrooms and Four New Bathroomsbull
Maintenance $350634bull Central Air Conditioningbull
Financing Allowed 75bull New Chefs Kitchen with Large Double Ovenbull
Tax Deductability 39bull Custom Closetsbull
Storage Binbull Pets Allowedbull
Fitness Centerbull Laundry Room with Butlers Kitchenbull
$3999000 Listing Price
Exclusive Broker
Lisa Lippman bull 212-588-5606 bull fax 212-418-9733 bull llippmanbhsusacom
All information is from sources deemed reliable but is subject to errors omissions changes in price prior sale or withdrawal without notice No representation is made as to the accuracy of any description All measurements and squarefootages are approximate and all information should be confirmed by customer All rights to content photographs and graphics reserved to BHS Customer should consult with its counsel regarding all closing costs including without
limitation the New York State 1 tax paid by buyers on residential properties over $1 million BHS represents the sellerowner on BHSs own exclusives except if another agent of BHS represents the buyertenant in which case BHSwill be a dual agent with designated agents representing sellerowner and buyertenant BHS represents the buyertenant when showing the exclusives of other real estate firms In all instances BHS treats all parties fairly and honestly
BHS actively supports equal housing opportunities
Scott Moore bull 212-588-5608 bull fax 212-319-2633 bull smoorebhsusacom
Brown Harris Stevens Residential Sales LLC bull 212 906 9200 bull BrownHarrisStevenscomM A N H A T T A N bull B R O O K L Y N bull T H E H A M P T O N S bull N O R T H F O R K bull P A L M B E A C H
ldquoMAKING THE DEALrdquo
A REBNY Financial Statement
B Estimated Residential Closing Costs
C Sample Contracts (Co-op amp Condo)
D Sample Closing Breakdown
(Condo)
FINANCIAL STATEMENT
Name(s)
Address
The following is submitted as being true and accurate statement of the financial condition of the undersigned on the day of
January 20
ASSETS
Applicant
Co-Applicant
LIABILITIES
Applicant
Co-Applicant
Cash in Banks 550000 Notes Payable
Money Markets Funds 600000 To Banks
Contract Deposit 355000 To Relative
Investments Bonds amp Stocks To Others
- see schedule 1620000 Installment Accounts Payable
Investment in Own Business Automobile
Accounts amp Notes Receivable Other
Real Estate Owned-see schedule 1200000 Other Accounts Payable
Year Make Mortgages Payable on Real 535000
Automobiles 35000 Estate - see schedule
Personal Property amp Furniture 50000 Unpaid Real Estate Taxes
Life Insurance Unpaid Income Taxes
Cash Surrender Value 60000 Chattel Mortgages
Retirement FundsIRA Loans on Life Insurance
Policies
401K 200000 (Include Premium
Advances)
KEOGH Outstanding Credit Card
Loans
Profit SharingPension Plan Other Debts - Itemize
Other Assets TOTAL LIABILITIES 535000 0
TOTAL ASSETS 4670000 0 NET WORTH 4135000 0
COMBINED ASSETS
4670000
TOTAL LIABILITIES
amp NET WORTH 4670000 0
SOURCE OF INCOME
Applicant
Co-Applicant
COMBINED 4670000
Base Salary 350000 CONTINGENT LIABILITIES
Overtime Wages As Endorser or Co-Maker on Notes $ 0
Bonus amp Commissions 150000 Alimony $ 0
Dividends and Interest Income Child Support $ 0
Real Estate Income (Net) Are you defendant in any legal action Yes No
Explain
Other Income - Itemize Are there any unsatisfied judgments Yes No
TOTAL 500000 0 Have you ever taken bankruptcy Yes No
Explain GENERAL INFORMATION
Applicant
Co-Applicant
Personal Bank Accounts at
PROJECTED EXPENSES
MONTHLY
Maintenance $ 2857
Savings amp Loan Accounts at Apartment Financing $ 10078
Other Mortgages $ 2671
Bank Loans $
Purpose of Loan Auto Loan $
TOTAL $ 15606
The foregoing statements and details pertaining thereto both printed and written have been carefully read and the undersigned hereby
solemnly declares and certifies that the same is a full and correct exhibit of myour financial condition
Date 20 Signature __________________________________________
Signature __________________________________________
SCHEDULE OF BOND amp STOCKS
Amount of Shares
Description (Extended Valuation in Column)
Marketable Value
Non-Marketable Value
SCHEDULE OF REAL ESTATE
Description amp Location
Cost
Actual Value
Mortgage Amount
Maturity Date
SCHEDULE OF NOTES PAYABLE
Specify any assets pledges as collateral including the liabilities they secure
To Whom Payable
Date
Amount
Due
Interest
Pledged as Security
April 2009
ESTIMATED RESIDENTIAL CLOSING COSTS IN NEW YORK CITY
Broker As provided in exclusive with broker
Own Attorney Approx $2000 +- as negotiated
Managing Agentrsquos Fee Approx $500 + as determined by building
Move-out Deposit or Fee Approx $1000 as determined by building
New York City Transfer Tax 1 of entire gross purchase price if price is $500000 or under or 1425 of entire gross purchase price if price exceeds $500000
New York State Transfer Tax 04 (004) of gross purchase price
Bank Satisfaction of Mortgage Fees Approx $450 as determined by bank
Recording ACRIS other fees Approx $150
Gains Tax Withholding (Out of State Seller) 897 of gain
Non ndash US Resident (FIRPTA) 10 of price withheld or paid
Stock Transfer Tax (Co-ops Only) $005share
FOR The SelleR
Mortgage Recording Tax and Title Insurance not required for Co-ops though title insurance is available for Co-ops at other rates
For Bulk Sale Multi Family and Commercial Property NYC Transfer Tax Rates $1425 under $500000 2625 above Mortgage Recording Tax Rates 205 under $500000 28 above $500000
When purchasing a condominium unit directly from a Sponsor the Purchaser may be required to pay New York City and New York State Transfer Taxes (See ldquoFor The Sellerrdquo section above for amounts) as well as the Sponsorrsquos attorneyrsquos fee (typically around $1500)
All costs are estimated and will vary based on transaction specifics changes in rates and taxes and other factors No representation is made as to the accuracy of these estimates Parties to transactions must consult their own counsel and refer to transaction specifics for verification of all costs
Own Attorney Approx $2000 +- as negotiated
Bank Fees (application credit appraisal bank attorney and miscellaneous) Approx $2200 as determined by bank
Short-term Interest One month max (prorated for month of closing)
Miscellaneous Recording Fees Approx $500
Mortgage Recording Fee205 of entire amount of Mortgage on Loans $500000 or under or 2175 of entire amount of Mortgage on Loans exceeding $500000
Fee Title Insurance Approx $8000 for $2000000 NYC condo based on rate schedule
Mortgagee Title Insurance Approx $1500 for $1500000 NYC condo mortgage based on rate schedule
Miscellaneous Title Charges Approx $500
Managing Agentrsquos Fee Approx $500 as determined by building
Adjustments
Common Charges Approx 1 month (prorated for month of closing)
Real estate Tax escrow Approx 8 months (prorated to closing plus 6 month escrow may include insurance)
Mansion Tax 1 of entire gross purchase price if purchase price exceeds $1000000
Move-in Deposit or Fee Approx $1000 as determined by building
lien Search (Co-ops Only) Approx $350
FOR The PURChASeR
123 - Contract of sale cooperative apartment 7-01
Prepared by The Committee on Condominiums and Cooperatives of the Real Property Section of the New York State Bar Association
CONSULT YOUR LAWYER BEFORE SIGNING THIS AGREEMENT
Contract of Sale - Cooperative Apartment
This Contract is made as of October 2010 between the Seller and the Purchaser identified below
1 Certain Definitions and Information
11 The Parties are
111 Seller
Prior names used by Seller
Address
New York NY
S S No
112 Purchaserrdquo
Address
New York NY
S S No
12 The Attorneys are (name address and telephone fax)
121 Sellers Attorneyrdquo
Giddins Claman LLP
675 Third Avenue 29th Floor
New York NY 10017
Attn Paul M Giddins Esq
(212)573-6703 Fax (212)949-1923
pgiddinsgcl-lawcom
122 Purchasers Attorney
13 The Escrowee is the Sellers Attorney
14 The Managing Agent is (name address and telephone fax)
15 The real estate Broker(s) (see para 12) isare
Lisa Lippman
Company Name Brown Harris Stevens
16 The name of the cooperative housing corporation (Corporation) is
17 The Unit number is
18 The Unit is located in Premises known as
19 The Shares are the shares of the Corporation allocated to the Unit
110 The Lease is the Corporations proprietary lease or occupancy agreement for the Unit given by the Corporation which expires on
111 Personalty is the following personal property to the extent existing in the Unit on the date hereof the refrigerators freezers ranges ovens built-in microwave ovens dishwashers garbage disposal units cabinets and
counters lighting fixtures chandeliers wall-to-wall carpeting plumbing and heating fixtures central air conditioning andor window or sleeve units washing machines dryers screens and storm windows window treatments switch plates door hardware mirrors built-ins not excluded in Paragraph 112 and
112 Specifically excluded from this sale is all personal property not included in para 111 and
113 The sale [does] [does not] include Sellers interest in
Storage Servants Room Parking Space (Included Interests)
114 The Closing is the transfer of ownership of the Shares and Lease
115 The date scheduled for Closing is 2010
(Scheduled Closing Date) at 200 PM (See para 9 and 10)
116 The Purchase Price is $
1161 The Contract Deposit is $
1162 The Balance of the Purchase Price due at Closing is
$ (See para 222)
117 The monthly Maintenance charge is $ (See para 4)
118 The Assessment if any payable to the Corporation at the date of this Contract is $ payable as follows
119 SellerPurchaser shall pay the Corporations flip tax transfer fee (apart from the transfer agent fee) andor waiver of option fee (Flip Tax) if any
120 Financing Options (Delete two of the following parapara 1 20 1 1202 or 1203)
1201 Purchaser may apply for financing in connection with this sale and Purchasers obligation to purchase under this Contract is contingent upon issuance of a Loan Commitment Letter by the Loan Commitment Date (para 1812)
1202 Purchaser may apply for financing in connection with this sale but Purchasers obligation to purchase this Contract is not contingent upon issuance of a Loan Commitment Letter
1203 Purchaser shall not apply for financing in connection with this sale
121 If para 120 1 or 1202 applies the Financing Terms for para 18 are A loan of $ for a term of 30 years or such lesser amount or shorter term as applied for or acceptable to Purchaser and the Loan Commitment Date for para 18 is 30 calendar days after the Delivery Date
122 The Delivery Date of this Contract is the date on which a fully executed counterpart of this Contract is deemed given to and received by Purchaser or Purchasers Attorney as provided in para 173
123 All Proposed Occupants of the Unit are
1231 persons and relationship to Purchaser
Purchasers
1232 pets
124 The Contract Deposit shall be held in [a non] [an] IOLA escrow account If the account is a non-IOLA account then interest shall be paid to the Party entitled to the Contract Deposit The Party receiving the interest shall pay any income taxes thereon The escrow account shall be a segregated bank account at
Depository XXXX Bank
Address (See para 27)
125 This Contract is [not] continued on attached rider(s)
2 Agreement to Sell and Purchase Purchase Price Escrow
21 Seller agrees to sell to Purchaser and Purchaser agrees to purchase from Seller the Sellers Shares Lease Personalty and any Included Interests and all other items included in this sale for the Purchase Price and upon the terms and conditions set forth in this Contract
22 The Purchase Price is payable to Seller by Purchaser as follows
221 the Contract Deposit at the time of signing this Contract by Purchasers good check to the order of Escrowee and
222 the Balance at Closing only by cashiers or official bank check or certified check of Purchaser payable to the direct order of Seller The check(s) shall be drawn on and payable by a branch of a commercial or savings bank savings and loan association or trust company located in the same City or County as the Unit Seller may direct on reasonable Notice (defined in para 17) prior to Closing that all or a portion of the Balance shall be made payable to persons other than Seller (see para 177)
3 Personalty
31 Subject to any rights of the Corporation or any holder of a mortgage to which the Lease is subordinate this sale includes all of the Sellers interest if any in the Personalty and the Included Interests
32 No consideration is being paid for the Personalty or for the Included Interests nothing shall be sold to Purchaser if the Closing does not occur
33 Prior to Closing Seller shall remove from the Unit all the furniture furnishings and other property not included in this sale and repair any damage caused by such removal
4 Representations and Covenants
41 Subject to any matter affecting title to the Premises (as to which Seller makes no representations or covenants) Seller represents and covenants that
4 11 Seller is and shall at Closing be the sole owner of the Shares Lease Personalty and Included Interests with the full right power and authority to sell and assign them Seller shall make timely provision to satisfy existing security interest(s) in the Shares and Lease and have the same delivered at Closing (See para 101)
412 the Shares were duly issued fully paid for and are non-assessable
413 the Lease is and will at Closing be in full force and effect and no notice of default under the Lease is now or will at Closing be in effect
414 the Maintenance and Assessments payable as of the date hereof are as specified in para 117 and 118
415 as of this date Seller neither has actual knowledge nor has received any written notice of any increase in Maintenance or any Assessment which has been adopted by the Board of Directors of the Corporation and is not reflected in the amounts set forth in parapara 117 and 118
416 Seller has not made any material alterations or additions to the Unit without any required consent of the Corporation or to Sellers actual knowledge without compliance with all applicable law This provision shall not survive Closing
417 Seller has not entered into shall not enter into and has no actual knowledge of any agreement (other than the Lease) affecting title to the Unit or its use andor occupancy after Closing or which would be binding on or adversely affect Purchaser after Closing (eg a sublease or alteration agreement)
418 Seller has been known by no other name for the past 10 years except as set forth in para 111
419 at Closing in accordance with para 152
4191 there shall be no judgments outstanding against Seller which have not been bonded against collection out of the Unit (Judgments)
4192 the Shares Lease Personalty and any Included Interests shall be free and clear of liens (other than the Corporations general lien on the Shares for which no monies shall be owed) encumbrances and adverse interests (Liens)
4193 all sums due to the Corporation shall be fully paid by Seller to the end of the payment period immediately preceding the date of Closing
4194 Seller shall not be indebted for labor or material which might give rise to the filing of a notice of mechanics lien against the Unit or the Premises and
4195 no violations shall be of record which the owner of the Shares and Lease would be obligated to remedy under the Lease
42 Purchaser represents and covenants that
421 Purchaser is acquiring the Shares and Lease for primary residential occupancy of the Unit solely by the Proposed Occupants identified in para 1 23
422 Purchaser is not and within the past 7 years has not been the subject of a bankruptcy proceeding
423 if para 1203 applies Purchaser shall not apply for financing in connection with this purchase
424 Each individual comprising Purchaser is over the age of 18 and is purchasing for Purchasers own account (beneficial and of record)
425 Purchaser shall not make any representations to the Corporation contrary to the foregoing and shall provide all documents in support thereof required by the Corporation in connection with Purchasers application for approval of this transaction and
426 there are not now and shall not be at Closing any unpaid tax liens or monetary judgments against Purchaser
43 Each Party covenants that its representations and covenants contained in para 4 shall be true and complete at Closing and except for para 416 shall survive Closing but any action based thereon must be instituted within one year after Closing
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 Corporations 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 Corporations shareholders under Internal Revenue Code (IRC) sect216 (or any successor statute)
6 Required Approval and References
61 This sale is subject to the unconditional consent of the Corporation
62 Purchaser shall in good faith
621 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 or if para 1201 or 1202 applies and the Loan Commitment Letter is required by the Corporation within 3 business days after the earlier of (i) the Loan Commitment Date (defined in para 12 1) or (ii) the date of receipt of the Loan Commitment Letter (defined in para 1812) whether said commitment letter is conditional or unconditional
622 attend (and cause any Proposed Occupant to attend) one or more personal interviews as requested by the Corporation and
623 promptly submit to the Corporation such further references data and documents reasonably requested by the Corporation 63 Either Party after learning of the Corporations 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 Corporations 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 para 63 the Escrowee shall refund the Contract Deposit to Purchaser 64 If such consent is refused or not given due to Purchasers bad faith conduct Purchaser shall be in default and para 131 shall govern 7 Condition of Unit and Personalty Possession 71 Seller makes no representation as to the physical condition or state of repair of the Unit the Personalty the Included Interests or the Premises Purchaser has inspected or waived inspection of the Unit the Personalty and the Included Interests and shall take the same as is as of the date of
this Contract except for reasonable wear and tear However at the time of Closing the appliances shall be in working order and required smoke detector(s) shall be installed and operable 72 At Closing Seller shall deliver possession of the Unit Personalty and Included Interests in the condition required by para 71 broom clean vacant and free of all occupants and rights of possession 8 Risk of Loss 81 The provisions of General Obligations Law Section 5-1311 as modified herein shall apply to this transaction as if it were a sale of realty For purposes of this paragraph the term Unit includes built-in Personalty 82 Destruction shall be deemed material under GOL 5-1311 if the reasonably estimated cost to restore the Unit shall exceed 5 of the Purchase Price 83 In the event of any destruction of the Unit or the Premises when neither legal title nor the possession of the Unit has been transferred to Purchaser Seller shall give Notice of the loss to Purchaser (Loss Notice) by the earlier of the date of Closing or 7 business days after the date of the loss 84 If there is material destruction of the Unit without fault of Purchaser this Contract shall be deemed canceled in accordance with para 163 unless Purchaser elects by Notice to Seller to complete the purchase with an abatement of the Purchase Price or 85 Whether or not there is any destruction of the Unit if without fault of Purchaser more than 10 of the units in the Premises are rendered uninhabitable or reasonable access to the Unit is not available then Purchaser shall have the right to cancel this Contract in accordance with para 163 by Notice to Seller 86 Purchasers Notice pursuant to para 84 or para 85 shall be given within 7 business days following the giving of the Loss Notice except that if Seller does not give a Loss Notice Purchasers Notice may be given at any time at or prior to Closing 87 In the event of any destruction of the Unit Purchaser shall not be entitled to an abatement of the Purchase Price (i) that exceeds the reasonably estimated cost of repair and restoration or (ii) for any loss that the Corporation is obliged to repair or restore but Seller shall assign to Purchaser without recourse Sellers claim if any against the Corporation with respect to such loss 9 Closing Location The Closing shall be held at the location designated by the Corporation or if no such designation is made at the office of Sellers Attorney 10 Closing 101 At Closing Seller shall deliver or cause to be delivered 1011 Sellers certificate for the Shares duly endorsed for transfer to Purchaser or accompanied by a separate duly executed stock power to Purchaser and in either case with any guarantee of Sellers signature required by the Corporation 1012 Sellers counterpart original of the Lease all assignments and assumptions in the chain of title and a duly executed assignment thereof to Purchaser in the form required by the Corporation 1013 FIRPTA documents required by para 25 1014 keys to the Unit building entrance(s) and if applicable garage mailbox storage unit and any locks in the Unit 1015 if requested an assignment to Purchaser of Sellers interest in the Personalty and Included Interests 1016 any documents and payments to comply with para 152 1017 If Seller is unable to deliver the documents required in para 1011 or 1012 then Seller shall deliver or cause to be delivered all documents and payments required by the Corporation for the issuance of anew certificate for the Shares or a new Lease 102 At Closing Purchaser shall 1021 pay the Balance in accordance with para 222 1022 execute and deliver to Seller and the Corporation an agreement assuming the Lease in the form required by the Corporation and 1023 if requested by the Corporation execute and deliver counterparts of a new lease substantially the same as the Lease for the balance of the Lease term in which case the Lease shall be canceled and surrendered to the Corporation together with Sellers assignment thereof to Purchaser
103 At Closing the Parties shall complete and execute all documents necessary 1031 for Internal Revenue Service (IRS) form 1099-S or other similar requirements 1032 to comply with smoke detector requirements and any applicable transfer tax filings and 1033 to transfer Sellers interest if any in and to the Personalty and Included Interests 104 Purchaser shall not be obligated to close unless at Closing the Corporation delivers 1041 to Purchaser a new certificate for the Shares in the name of Purchaser and 1042 a written statement by an officer or authorized agent of the Corporation consenting to the transfer of the Shares and Lease to Purchaser and setting forth the amounts of and payment status of all sums owed by Seller to the Corporation including Maintenance and any Assessments and the dates to which each has been paid 11 Closing Fees Taxes and Apportionments 11 1 At or prior to Closing 1111 Seller shall pay if applicable 11111 the cost of stock transfer stamps and 11112 transfer taxes except as set forth in para 11122 1112 Purchaser shall pay if applicable 11121 any fee imposed by the Corporation relating to Purchasers financing and 11122 transfer taxes imposed by statute primarily on Purchaser (eg the mansion tax) 112 The Flip Tax if any shall be paid by the Party specified in para 119 113 Any fee imposed by the Corporation and not specified in this Contract shall be paid by the Party upon whom such fee is expressly imposed by the Corporation and if no Party is specified by the Corporation then such fee shall be paid by Seller 114 The Parties shall apportion as of 1159 PM of the day preceding the Closing the Maintenance and any other periodic charges due the Corporation (other than Assessments) and STAR Tax Exemption (if the Unit is the beneficiary of same) based on the number of the days in the month of Closing 115 Assessments whether payable in a lump sum or installments shall not be apportioned but shall be paid by the Party who is the owner of the Shares on the date specified by the Corporation for payment Purchaser shall pay any installments payable after Closing provided Seller had the right and elected to pay the Assessment in installments 116 Each Party shall timely pay any transfer taxes for which it is primarily liable pursuant to law by cashiers official bank certified or attorneys escrow check This para 116 shall survive Closing 117 Any computational errors or omissions shall be corrected within 6 months after Closing This para 117 shall survive Closing 12 Broker 121 Each Party represents that such Party has not dealt with any person acting as a broker whether licensed or unlicensed in connection with this transaction other than the Broker(s) named in para 15 122 Seller shall pay the Brokers commission pursuant to a separate agreement The Broker(s) shall not be deemed to be a third-party beneficiary of this Contract 123 This para 12 shall survive Closing cancellation or termination of this Contract 13 Defaults Remedies and Indemnities 131 In the event of a default or misrepresentation by Purchaser Sellers sole and exclusive remedies shall be to cancel this Contract retain the Contract Deposit as liquidated damages and if applicable Seller may enforce the indemnity in para 133 as to brokerage commission or sue under para 134 Purchaser prefers to limit Purchasers exposure for actual damages to the amount of the Contract Deposit which Purchaser agrees constitutes a fair and reasonable amount of compensation for Sellers damages under the circumstances and is not a penalty The principles of real property law shall apply to this liquidated damages provision 132 In the event of a default or misrepresentation by Seller Purchaser shall have such remedies as Purchaser is entitled to at law or in equity including
specific performance because the Unit and possession thereof cannot be duplicated 133 Subject to the provisions of para 43 each Party indemnifies and holds harmless the other against and from any claim judgment loss liability cost or expense resulting from the indemnitors breach of any of its representations or covenants stated to survive Closing cancellation or termination of this Contract Purchaser indemnifies and holds harmless Seller against and from any claim judgment loss liability cost or expense resulting from the Lease obligations accruing from and after the Closing Each indemnity includes without limitation reasonable attorneys fees and disbursements court costs and litigation expenses arising from the defense of any claim and enforcement or collection of a judgment under this indemnity provided the indemnitee is given Notice and opportunity to defend the claim This para 133 shall survive Closing cancellation or termination of this Contract 134 In the event any instrument for the payment of the Contract Deposit fails of collection Seller shall have the right to sue on the uncollected instrument In addition such failure of collection shall be a default under this Contract provided Seller gives Purchaser Notice of such failure of collection and within 3 business days after Notice is given Escrowee does not receive from Purchaser an unendorsed good certified check bank check or immediately available funds in the amount of the uncollected funds Failure to cure such default shall entitle Seller to the remedies set forth in Paragraph 131 and to retain all sums as may be collected andor recovered 14 Entire Agreement Modification 141 All prior oral or written representations understandings and agreements had between the Parties with respect to the subject matter of this Contract and with the Escrowee as to para 27 are merged in this Contract which alone fully and completely expresses the Parties and Escrowees agreement 142 The Attorneys may extend in writing any of the time limitations stated in this Contract Any other provision of this Contract may be changed or waived only in writing signed by the Party or Escrowee to be charged 15 Removal of Liens and Judgments 151 Purchaser shall deliver or cause to be delivered to Seller or Sellers Attorney not less than 10 calendar days prior to the Scheduled Closing Date a Lien and Judgment search except that Liens or Judgments first disclosed in a continuation search shall be reported to Seller within 2 business days after receipt thereof but not later than the Closing Seller shall have the right to adjourn the Closing pursuant to para 16 to remove any such Liens and Judgments Failure by Purchaser to timely deliver such search or continuation search shall not constitute a waiver of Sellers covenants in para 4 as to Liens and Judgments However if the Closing is adjourned solely by reason of untimely delivery of the Lien and Judgment search the apportionments under Paragraph 113 shall be made as of 1159 PM of the day preceding the Scheduled Closing Date in para 115 152 Seller at Sellers expense shall obtain and deliver to the Purchaser the documents and payments necessary to secure the release satisfaction termination and discharge or removal of record of any Liens and Judgments Seller may use any portion of the Purchase Price for such purposes 153 This para 15 shall survive Closing 16 Sellers Inability 161 If Seller shall be unable to transfer the items set forth in para 21 in accordance with this Contract for any reason other than Sellers failure to make a required payment or other willful act or omission then Seller shall have the right to adjourn the Closing for periods not exceeding 60 calendar days in the aggregate but not extending beyond the expiration of Purchasers Loan Commitment Letter if para 1201 or 1202 applies 162 If Seller does not elect to adjourn the Closing or (if adjourned) on the adjourned date of Closing Seller is still unable to perform then unless Purchaser elects to proceed with the Closing without abatement of the Purchase Price either Party may cancel this Contract on Notice to the other Party given at any time thereafter 163 In the event of such cancellation the sole liability of Seller shall be to cause the Contract Deposit to be refunded to Purchaser and to reimburse Purchaser for the actual costs incurred for Purchases lien and title search if any
17 Notices and Contract Delivery 171 Any notice or demand (Notice) shall be in writing and delivered either by hand overnight delivery or certified or registered mail return receipt requested to the Party or and simultaneously in like manner to such Partys Attorney if any and to Escrowee at their respective addresses or to such other address as shall hereafter be designated by Notice given pursuant to this para 17 172 The Contract may be delivered as provided in para 171 or by ordinary mail 173 The Contract or each Notice shall be deemed given and received 1731 on the day delivered by hand 1732 on the business day following the date sent by overnight delivery 1733 on the 5th business day following the date sent by certified or registered mail or 1734 as to the Contract only 3 business days following the date of ordinary mailing 174 A Notice to Escrowee shall be deemed given only upon actual receipt by Escrowee 175 The Attorneys are authorized to give and receive any Notice on behalf of their respective clients 176 Failure or refusal to accept a Notice shall not invalidate the Notice 177 Notice pursuant to parapara 222 and 134 may be delivered by confirmed facsimile to the Partys Attorney and shall be deemed given when transmission is confirmed by senders facsimile machine 18 Financing Provisions 181 The provisions of parapara 181 and 182 are applicable only if para 1201 or 1202 applies 1811 An Institutional Lender is any of the following that is authorized under Federal or New York State law to issue a loan secured by the Shares and Lease and is currently extending similarly secured loan commitments in the county in which the Unit is located a bank savings bank savings and loan association trust company credit union of which Purchaser is a member mortgage banker insurance company or governmental entity 1812 A Loan Commitment Letter is a written offer from an Institutional Lender to make a loan on the Financing Terms (see para 1 2 1) at prevailing fixed or adjustable interest rates and on other customary terms generally being offered by Institutional Lenders making cooperative share loans An offer to make a loan conditional upon obtaining an appraisal satisfactory to the Institutional Lender shall not become a Loan Commitment Letter unless and until such condition is met An offer conditional upon any factor concerning Purchaser (eg sale of current home payment of outstanding debt no material adverse change in Purchasers financial condition etc) is a Loan Commitment Letter whether or not such condition is met Purchaser accepts the risk that and cannot cancel this Contract if any condition concerning Purchaser is not met 182 Purchaser directly or through a mortgage broker registered pursuant to Article 12-D of the Banking Law shall diligently and in good faith 1821 apply only to an Institutional Lender for a loan on the Financing Terms (see para 121) on the form required by the Institutional Lender containing truthful and complete information and submit such application together with such documents as the Institutional Lender requires and pay the applicable fees and charges of the Institutional Lender all of which shall be performed within 5 business days after the Delivery Date 1822 promptly submit to the Institutional Lender such further references data and documents requested by the Institutional Lender and 1823 accept a Loan Commitment Letter meeting the Financing Terms and comply with all requirements of such Loan Commitment Letter (or any other loan commitment letter accepted by Purchaser) and of the Institutional Lender in order to close the loan and 1824 furnish Seller with a copy of the Loan Commitment Letter promptly after Purchasers receipt thereof 1825 Purchaser is not required to apply to more than one Institutional Lender 183 If Paragraph 1201 applies then 1831 provided Purchaser has complied with all applicable provisions of para 182 and this para 183 Purchaser may cancel this Contract as set forth below if
18311 any Institutional Lender denies Purchasers application in writing prior to the Loan Commitment Date (see Paragraph 121) or 18312 a Loan Commitment Letter is not issued by the Institutional Lender on or before the Loan Commitment Date or 18313 any requirement of the Loan Commitment Letter other than one concerning Purchaser is not met (eg failure of the Corporation to execute and deliver the Institutional Lenders recognition agreement or other document financial condition of the Corporation owner occupancy quota etc) or 18314 (i) the Closing is adjourned by Seller or the Corporation for more than 30 business days from the Scheduled Closing Date and (ii) the Loan Commitment Letter expires on a date more than 30 business days after the Scheduled Closing Date and before the new date set for Closing pursuant to this para and (iii) Purchaser is unable in good faith to obtain from the Institutional Lender an extension of the Loan Commitment Letter or a new Loan Commitment Letter on the Financing Terms without paying additional fees to the Institutional Lender unless Seller agrees by Notice to Purchaser within 5 business days after receipt of Purchasers Notice of cancellation on such ground that Seller will pay such additional fees and Seller pays such fees when due Purchaser may not object to an adjournment by Seller for up to 30 business days solely because the Loan Commitment Letter would expire before such adjourned Closing date 1832 Purchaser shall deliver Notice of cancellation to Seller within 5 business days after the Loan Commitment Date if cancellation is pursuant to para 18311 or 18312 and on or prior to the Scheduled Closing Date if cancellation is pursuant to para 18313 or 18314 1833 If cancellation is pursuant to Paragraph 18311 then Purchaser shall deliver to Seller together with Purchasers Notice a copy of the Institutional Lenders written denial of Purchasers loan application If cancellation is pursuant to para 18313 then Purchaser shall deliver to Seller together with Purchasers Notice evidence that a requirement of the Institutional Lender was not met 1834 Seller may cancel this Contract by Notice to Purchaser sent within 5 days after the Loan Commitment Date if Purchaser shall not have sent by then either (i) Purchasers Notice of cancellation or (ii) a copy of the Loan Commitment Letter to Seller which cancellation shall become effective if Purchaser does not deliver a copy of such Loan Commitment Letter to Seller within 10 business days after the Loan Commitment Date 1835 Failure by either Purchaser or Seller to deliver Notice of cancellation as required by this para 183 shall constitute a waiver of the right to cancel under this para 183 1836 If this Contract is canceled by Purchaser pursuant to this para 183 then thereafter neither Party shall have any further rights against or obligations or liabilities to the other by reason of this Contract except that the Contract Deposit shall be promptly refunded to Purchaser and except as set forth in para 12 If this Contract is canceled by Purchaser pursuant to para 18314 then Seller shall reimburse Purchaser for any non-refundable financing and inspection expenses and other sums reimbursable pursuant to para 16 1837 Purchaser cannot cancel this Contract pursuant to 18314 and cannot obtain a refund of the Contract Deposit if the Institutional Lender fails to fund the loan 18371 because a requirement of the Loan Commitment Letter concerning Purchaser is not met (eg Purchasers financial condition or employment status suffers an adverse change Purchaser fails to satisfy a condition relating to the sale of an existing residence etc) or 18372 due to the expiration of a Loan Commitment Letter issued with an expiration date that is not more than 30 business days after the Scheduled Closing Date 19 SingularPlural and JointSeveral The use of the singular shall be deemed to include the plural and vice versa whenever the context so requires If more than one person constitutes Seller or Purchaser their obligations as such Party shall be joint and several 20 No Survival No representation andor covenant contained herein shall survive Closing except as expressly provided Payment of the Balance shall constitute a discharge and release by Purchaser of all of Sellers obligations hereunder except those expressly stated to survive Closing 21 Inspections
Purchaser and Purchasers representatives shall have the right to inspect the Unit within 48 hours prior to Closing and at other reasonable times upon reasonable request to Seller 22 Governing Law and Venue This Contract shall be governed by the laws of the State of New York without regard to principles of conflict of laws Any action or proceeding arising out of this Contract shall be brought in the county or Federal district where the Unit is located and the Parties hereby consent to said venue 23 No Assignment by Purchaser Death of Purchaser 231 Purchaser may not assign this Contract or any of Purchasers rights hereunder Any such purported assignment shall be null and void 232 This Contract shall terminate upon the death of all persons comprising Purchaser and the Contract Deposit shall be refunded to the Purchaser Upon making such refund and reimbursement neither Party shall have any further liability or claim against the other hereunder except as set forth in para 12 24 Cooperation of Parties 241 The Parties shall each cooperate with the other the Corporation and Purchasers Institutional Lender and title company if any and obtain execute and deliver such documents as are reasonably necessary to consummate this sale 242 The Parties shall timely file all required documents in connection with all governmental filings that are required by law Each Party represents to the other that its statements in such filings shall be true and complete This para 242 shall survive Closing 25 FIRPTA The parties shall comply with IRC sectsect 897 1445 and the regulations thereunder as same may be amended (FIRPTA) If applicable Seller shall execute and deliver to purchaser at Closing a Certification of Non-Foreign Status (CNS) or deliver a Withholding Certificate from the IRS If Seller fails to deliver a CNS or a Withholding Certificate Purchaser shall withhold from the Balance and remit to the IRS such sum as may be required by law Seller hereby waives any right of action against Purchaser on account of such withholding and remittance This para 25 shall survive Closing 26 Additional Requirements 261 Purchaser shall not be obligated to close unless all of the following requirements are satisfied at the time of the Closing 2611 the Corporation is in good standing 2612 the Corporation has fee or leasehold title to the Premises whether or not marketable or insurable and 2613 there is no pending in rem action tax certificatelien sale or foreclosure action of any underlying mortgage affecting the Premises 262 If any requirement in para 261 is not satisfied at the time of the Closing Purchaser shall give Seller Notice and if the same is not satisfied within a reasonable period of time thereafter then either Party may cancel this Contract (pursuant to para 163) by Notice 27 Escrow Terms 271 The Contract Deposit shall be deposited by Escrowee in an escrow account as set forth in para 124 and the proceeds held and disbursed in accordance with the terms of this Contract At Closing the Contract Deposit shall be paid by Escrowee to Seller If the Closing does not occur and either Party gives Notice to Escrowee demanding payment of the Contract Deposit Escrowee shall give prompt Notice to the other Party of such demand If Escrowee does not receive a Notice of objection to the proposed payment from such other Party within 10 business days after the giving of Escrowees Notice Escrowee is hereby authorized and directed to make such payment to the demanding party If Escrowee does receive such a Notice of objection within said period or if for any reason Escrowee in good faith elects not to make such payment Escrowee may continue to hold the Contract Deposit until otherwise directed by a joint Notice by the Parties or a final non-appealable judgment order or decree of a court of competent jurisdiction However Escrowee shall have the right at any time to deposit the Contract Deposit and the interest thereon if any with the clerk of a court in the county as set forth in para 22 and shall give Notice of such deposit to each Party Upon disposition of the Contract Deposit and
interest thereon if any in accordance with this para 27 Escrowee shall be released and discharged of all escrow obligations and liabilities 272 The Party whose Attorney is Escrowee shall be liable for loss of the Contract Deposit If the Escrowee is Sellers attorney then Purchaser shall be credited with the amount of the contract Deposit at Closing 273 Escrowee will serve without compensation Escrowee is acting solely as a stakeholder at the Parties request and for their convenience Escrowee shall not be liable to either Party for any act or omission unless it involves bad faith willful disregard of this Contract or gross negligence In the event of any dispute Seller and Purchaser shall jointly and severally (with right of contribution) defend (by attorneys selected by Escrowee) indemnify and hold harmless Escrowee from and against any claim judgment loss liability cost and expenses incurred in connection with the performance of Escrowees acts or omissions not involving bad faith willful disregard of this Contract or gross negligence This indemnity includes without limitation reasonable attorneys fees either paid to retain attorneys or representing the fair value of legal services rendered by Escrowee to itself and disbursements court costs and litigation expenses 274 Escrowee acknowledges receipt of the Contract Deposit by check subject to collection
275 Escrowee agrees to the provisions of this para 27 276 If Escrowee is the Attorney for a Party Escrowee shall be permitted to represent such Party in any dispute or lawsuit 277 This para 27 shall survive Closing cancellation or termination of this Contract 28 Margin Headings The margin headings do not constitute part of the text of this Contract 29 Miscellaneous This Contract shall not be binding unless and until Seller delivers a fully executed counterpart of this Contract to Purchaser (or Purchasers Attorney) pursuant to para 172 and 173 This Contract shall bind and inure to the benefit of the Parties hereto and their respective heirs personal and legal representatives and successors in interest 30 Lead Paint If applicable the complete and fully executed Disclosure of Information on Lead Based Paint and or Lead-Based Paint Hazards is attached hereto and made a part hereof
In Witness Whereof the Parties hereto have duly executed this Contract as of the date first above written
ESCROW TERMS AGREED TO SELLER PURCHASER GIDDINS CLAMAN LLP ESCROWEE
Rider to and Part of Contract of Sale Between as Seller and as Purchaser for Unit at New York NY
31 Purchasers Additional Representations and Covenants 3 11 Supplementing para 42 of the Contract Purchaser also represents and covenants that 3111 Purchaser has and will at Closing have available unencumbered cash and cash equivalents (including publicly traded securities) in a sum at least equal to (and having a then current value of) the Balance and 3112 Purchaser has and will at and immediately following the Closing have a positive net worth 312 the Maintenance and the monthly amount of the Assessment (if any) do not aggregate more than 25 of the current total gross monthly income of the individuals comprising the Purchaser
313 (if para 1201 or para 1202 applies) the monthly debt service (interest and amortization of principal if any) of the proposed financing together with the Maintenance and the monthly Assessment amount (if any) do not aggregate more than 35 of said current total gross monthly income 32 Supplementing paragraph 4 1 Seller has no actual knowledge of a material default or condition which the Lessee is required to cure under the Lease and which remains uncured If prior to Closing Seller acquires knowledge of a such default or condition which the Lessee would be required to cure then Seller shall cure same at or prior to Closing This provision shall not survive closing
The Parties have duly executed this Rider as of the same date as the Contract SELLER PURCHASER ______________________________ _______________________________
Note This form is intended to deal with matters common to most transactions
involving the sale of a condominium unit Provisions should be added altered or
deleted to suit the circumstances of a particular transaction No representation is
made that this form of contract complies with Section 5-702 of the General
Obligations Law (ldquoPlain Language Lawrdquo)
CONSULT YOUR LAWYER BEFORE SIGNING THIS AGREEMENT
Contract of Sale - Condominium Unit
Agreement made as of 2010 between residing at Street Apt
New York NY (ldquoSellerrdquo) and residing at (ldquoPurchaserrdquo)
1 Unit Seller agrees to sell and convey and Purchaser agrees to purchase Unit
No (ldquoUnitrdquo) in the building (ldquoBuildingrdquo) known as Condominium
(ldquoCondominiumrdquo) and located at New York NY New York together with a
XXXXX percent undivided interest in the Common Elements (as defined in para 6)
appurtenant thereto all upon and subject to the terms and conditions set forth herein The
Unit shall be as designated in the Declaration of Condominium Ownership (as the same
may be amended from time to time the ldquoDeclarationrdquo) of the Condominium recorded in
New York County New York or the By-Laws (as the same may be amended from time
to time the ldquoBy-Lawsrdquo) of the Condominium
2 Personal Property (a) The sale includes all of Sellerrsquos right title and
interest if any in and to
(i) the refrigerators freezers ranges ovens built-in microwave
ovens dishwashers washing machines clothes dryers cabinets and counters lighting
and plumbing fixtures chandeliers air conditioning equipment venetian blinds shades
screens storm windows and other window treatments wall-to-wall carpeting
bookshelves switchplates door hardware and mirrors built-ins and articles of property
and fixtures attached to or appurtenant to the Unit except those listed in subpara 2(b) all
of which included property and fixtures are represented to be owned by Seller free and
clear of all liens and encumbrances other than those encumbrances (ldquoPermitted
Exceptionsrdquo) set forth on Schedule A annexed hereto and made a part hereof (strike out
inapplicable items) to the extent any of the foregoing exist in the Unit on the date
hereof and
- 2 -
(ii)
(b) Excluded from this sale are
(i) furniture and furnishings (other than as specifically provided
in this Contract) and
(ii)
(c) The property referred to in subpara 2(a)(i) and (ii) may not be
purchased if title to the Unit is not conveyed hereunder
3 Purchase Price (a) The purchase price (ldquoPurchase Pricerdquo) is $
payable as follows
(i) $ (ldquoDownpaymentrdquo) on the signing of this Contract by
good check subject to collection the receipt of which is hereby acknowledged to be held
in escrow pursuant to para 16 and
(ii) $ constituting the balance of the Purchase Price by
certified check of Purchaser or official bank check (except as otherwise provided in this
Contract) on the delivery of the deed as hereinafter provided
(b) All checks in payment of the Purchase Price shall represent United
States currency and be drawn on or issued by a bank or trust company authorized to
accept deposits in New York State All checks in payment of the Downpayment shall be
payable to the order of Escrowee (as hereinafter defined) All checks in payment of the
balance of the Purchase Price shall be payable to the order of Seller (or as Seller
otherwise directs pursuant to subparas 6(a)(viii) or 18(b))
(c) Except for the Downpayment and checks aggregating not more than
one-half of one percent of the Purchase Price One Thousand Dollars ($100000)
including payment for closing adjustments all checks delivered by Purchaser shall be
certified or official bank checks as hereinabove provided
4 Closing of Title The closing documents referred to in para 6 shall be
delivered and payment of the balance of the Purchase Price shall be made at the closing
of title (ldquoClosingrdquo) to be held on or about at AM at the offices of
Giddins Claman LLP 675 Third Avenue 29th
Floor New York NY or at the office
of Purchaserrsquos lending institution or its counsel provided however that such office is
located in either the City or County in which either (a) Sellerrsquos attorney maintains an
office or (b) the Unit is located
5 Representations Warranties and Covenants Seller represents warrants
and covenants that
- 3 -
(a) Seller is the sole owner of the Unit and the property referred to in
subpara 2(a) and Seller has the full right power and authority to sell convey and transfer
the same
(b) The common charges (excluding separately billed utility charges) for
the Unit on the date hereof are $xxxxx per month
(c) Seller has not received any written notice of any intended assessment
or increase in common charges not reflected in subpara 5(b) Purchaser acknowledges
that it will not have the right to cancel this Contract in the event of the imposition of any
assessment or increase in common charges after the date hereof of which Seller has not
heretofore received written notice
(d) The real estate taxes for the Unit for the fiscal year of ________
through ________ are $_________ Purchaser may verify the real estate taxes on the
website of the New York City Department of Finance A printout from the website
is attached
(e) Seller is not a ldquosponsorrdquo or a nominee of a ldquosponsorrdquo under any plan of
condominium organization affecting the Unit
(f) All refrigerators freezers ranges dishwashers washing machines
clothes dryers and air conditioning equipment included in this sale will be in working
order at the time of Closing
(g) If a copy is attached to this Contract the copy of the Certificate of
Occupancy covering the Unit is a true and correct copy and
(h) Seller is not a ldquoforeign personrdquo as defined in para 17 (If inapplicable
delete and provide for compliance with Code Withholding Section as defined in para
17)
6 Closing Documents (a) At the Closing Seller shall deliver to Purchaser the
following
(i) Bargain and sale deed With covenant against grantorrsquos acts
(ldquoDeedrdquo) complying with RPL sect 339-o and containing the covenant required by LL sect
13(5) conveying to Purchaser title to the Unit together with its undivided interest in the
Common Elements (as such term is defined in the Declaration and which term shall be
deemed to include Sellerrsquos right title and interest in any limited common elements
attributable to or used in connection with the Unit) appurtenant thereto free and clear of
all liens and encumbrances other than Permitted Exceptions The Deed shall be executed
and acknowledged by Seller and if requested by the Condominium executed and
acknowledged by Purchaser in proper statutory form for recording
- 4 -
(ii) If a corporation and if required pursuant to BCL sect 909 Seller
shall deliver to Purchaser (1) a resolution of its board of directors authorizing the delivery
of the Deed and (2) a certificate executed by an officer of such corporation certifying as
to the adoption of such resolution and setting forth facts demonstrating that the delivery
of the Deed is in conformity with the requirements of BCL sect 909 The Deed shall also
contain a recital sufficient to establish compliance with such law
(iii) A waiver of right of first refusal of the board of managers of
the Condominium (ldquoBoardrdquo) if required in accordance with para 8
(iv) A statement by the Condominium or its managing agent that
the common charges and any assessments then due and payable the Condominium have
been paid to the date of the Closing
(v) All keys to the doors of and mailbox for the Unit
(vi) Such affidavits andor other evidence as the title company
(ldquoTitle Companyrdquo) from which Purchaser has ordered a title insurance report and which
is authorized to do business in New York State shall reasonably require in order to omit
from its title insurance policy all exceptions for judgments bankruptcies or other returns
against Seller and persons or entities whose names are the same as or are similar to
Sellerrsquos name
(vii) New York City Real Property Transfer Tax Return if
applicable and New York State Real Estate Transfer Tax Return prepared executed and
acknowledged by Seller in proper form for submission
(viii) Checks in payment of all applicable real property transfer
taxes except a transfer tax which by law is primarily imposed on the purchaser
(ldquoPurchaser Transfer Taxrdquo) due in connection with the sale In lieu of delivery of such
checks Seller shall have the right upon reasonable prior notice to Purchaser to cause
Purchaser to deliver said checks at the Closing and to credit the amount thereof against
the balance of the Purchase Price Seller shall pay the additional transfer taxes if any
payable after the Closing by reason of the conveyance of the Unit which obligation shall
survive the Closing
(ix) Certification that Seller is not a foreign person pursuant to
para 17 or a withholding certificate from the Internal Revenue Service (If inapplicable
delete and provide for compliance with Code Section as defined in para 17) and
(x) Affidavit that a single station smoke detecting alarm device is
installed pursuant to New York Executive Law sect378(5)
(b) At the Closing Purchaser shall deliver to Seller the following
- 5 -
(i) Checks in payment of (y) the balance of the Purchase Price in
accordance with subpara 3(b) and (z) any Purchaser Transfer Tax
(ii) If required by the Declaration or By-Laws power of attorney
to the Board prepared by Seller in the form required by the Condominium The power of
attorney shall be executed and acknowledged by Purchaser and after being recorded
shall be sent to the Condominium
(iii) New York City Real Property Transfer Tax Return executed
and acknowledged by Purchaser and an Affidavit in Lieu of Registration pursuant to New
York Multiple Dwelling Law each in proper form for submission if applicable and
(iv) If required New York State Equalization Return executed
and acknowledged by Purchaser in proper form for submission
(c) It is a condition of Purchaserrsquos obligation to close title hereunder that
(i) All notes or notices of violations of law or governmental
orders ordinances or requirements affecting the Unit and noted or issued by any
governmental department agency or bureau having jurisdiction which were noted or
issued on or prior to the date hereof shall have been cured by Seller
(ii) Any written notice to Seller from the Condominium (or its
duly authorized representative) that the Unit is in violation of the Declaration By-Laws
or rules and regulations of the Condominium shall have been cured and
(iii) The Condominium is a valid condominium created pursuant
to RPL Art 9-B and the Title Company will so insure
7 Closing Adjustments (a) The following adjustments shall be made as of
1159 PM of the day before the Closing
(i) Real estate taxes and water charges and sewer rents if
separately assessed on the basis of the fiscal period for which assessed except that if
there is a water meter with respect to the Unit apportionment shall be based on the last
available reading subject to adjustment after the Closing promptly after the next reading
is available provided however that in the event real estate taxes have not as of the date
of Closing been separately assessed to the Unit real estate taxes shall be apportioned on
the same basis as provided in the Declaration or By-Laws or in the absence of such
provision based upon the Unitrsquos percentage interest in the Common Elements
(ii) Common charges of the Condominium and
(iii) If fuel is separately stored with respect to the Unit only the
value of fuel stored with respect to the Unit at the price then charged by Sellerrsquos supplier
- 6 -
(as determined by a letter or certificate to be obtained by Seller from such supplier)
including any sales taxes
(b) If at the time of Closing the Unit is affected by an assessment which is
or may become payable in installments then for the purposes of this Contract only the
unpaid installments which are then due shall be considered due and are to be paid by
Seller at the Closing All subsequent installments at the time of Closing shall be the
obligation of Purchaser
(c) Any errors or omissions in computing closing adjustments shall be
corrected This subpara 7(c) shall survive the Closing
(d) If the Unit is located in the City of New York the ldquocustoms in respect
to title closingsrdquo recommended by The Real Estate Board of New York Inc as amended
and in effect on the date of Closing shall apply to the adjustments and other matters
therein mentioned except as otherwise provided herein
8 Right of First Refusal If so provided in the Declaration or By-Laws this
sale is subject to and conditioned upon the waiver of a right of first refusal to purchase
the Unit held by the Condominium and exercisable by the Board Seller agrees to give
notice promptly to the Board of the contemplated sale of the Unit to Purchaser which
notice shall be given in accordance with the terms of the Declaration and By-Laws and
Purchaser agrees to provide promptly all applications information and references
reasonably requested by the Board If the Board shall exercise such right of first refusal
Seller shall promptly refund to Purchaser the Downpayment (which term for all purposes
of this Contract shall be deemed to include interest if any earned thereon) and upon the
making of such refund this Contract shall be deemed cancelled and of no further force or
effect and neither party shall have any further rights against or obligations or liabilities
to the other by reason of this Contract If the Board shall fail to exercise such right of
first refusal within the time and in the manner provided for in the Declaration or By-Laws
or shall declare in writing its intention not to exercise such right of first refusal (a copy of
which writing shall be delivered to Purchaser promptly following receipt thereof) the
parties hereto shall proceed with this sale in accordance with the provisions of this
Contract
9 Processing Fee Seller shall at the Closing pay all fees and charges payable
to the Condominium (andor its managing agent) in connection with this sale and
customarily charged to Sellers by the Condominium including without limitation
any processing fee the legal fees if any of the Condominiumrsquos attorney in connection
with this sale and unless otherwise agreed to by Seller and Purchaser in writing all ldquoflip
taxesrdquo transfer or entrance fees or similar charges if any payable to or for the
Condominium or otherwise for the benefit of the Condominium unit owners which arise
by reason of this sale Purchaser shall pay all fees customarily charged to Purchasers
by the Condominium or Managing Agent
- 7 -
10 No Other Representations Purchaser has examined and is satisfied with the
Declaration By-Laws and rules and regulations of the Condominium or has waived the
examination thereof Purchaser has inspected the Unit its fixtures appliances and
equipment and the personal property if any included in this sale as well as the Common
Elements of the Condominium and knows the condition thereof and subject to subpara
5(f) agrees to accept the same ldquoas isrdquo ie in the condition they are in on the date hereof
subject to normal use wear and tear between the date hereof and the Closing Purchaser
has examined or waived examination of the last audited financial statements of the
Condominium and has considered or waived consideration of all other matters pertaining
to this Contract and to the purchase to be made hereunder and does not rely on any
representations made by any broker or by Seller or anyone acting or purporting to act on
behalf of Seller as to any matters which might influence or affect the decision to execute
this Contract or to buy the Unit or said personal property except those representations
and warranties which are specifically set forth in this Contract
11 Possession Seller shall prior to the Closing remove from the Unit all
furniture furnishings and other personal property not included in this sale shall repair
any damage caused by such removal and shall deliver exclusive possession of the Unit at
the Closing vacant broom-clean and free of tenancies or other rights of use or
possession
12 Access Seller shall permit Purchaser and its architect decorator or other
authorized persons to have the right of access to the Unit between the date hereof and the
Closing for the purpose of inspecting the same and taking measurements at reasonable
times and upon reasonable prior notice to Seller (by telephone or otherwise) Further
Purchaser shall have the right to inspect the Unit at a reasonable time during the 24-hour
period immediately preceding the Closing
13 Defaults and Remedies (a) If Purchaser defaults hereunder Sellerrsquos sole
remedy shall be to retain the Downpayment as liquidated damages it being agreed that
Sellerrsquos damages in case of Purchaserrsquos default might be impossible to ascertain and that
the Downpayment constitutes a fair and reasonable amount of damages under the
circumstances and is not a penalty
(b) If Seller defaults hereunder Purchaser shall have such remedies as
Purchaser shall be entitled to at law or in equity including but not limited to specific
performance
14 Notices Any notice request or other communication (ldquoNoticerdquo) given or
made hereunder (except for the notice required by para 12) shall be in writing and either
(a) sent by any of the parties hereto or their respective attorneys by registered or certified
mail return receipt requested postage prepaid or (b) delivered in person or by overnight
courier with receipt acknowledged to the address given at the beginning of this Contract
for the party to whom the Notice is to be given or to such other address for such party as
said party shall hereafter designate by Notice given to the other party pursuant to this
- 8 -
para 14 or (c) with respect to para 6(a)(viii) or para 18(b) sent by fax to the partyrsquos
attorney Each Notice mailed shall be deemed given on the third business day following
the date of mailing the same and each Notice delivered in person or by overnight courier
shall be deemed given when delivered A copy of each notice sent to a party shall also be
sent to the partyrsquos attorney Each notice sent by fax shall be deemed given when
transmission is confirmed by the senders fax machine The attorneys for the parties are
hereby authorized to give and receive on behalf of their clients all Notices and deliveries
15 Purchaserrsquos Lien The Downpayment and all other sums paid on account of
this Contract and the reasonable expenses of the examination of title to and departmental
violation searches in respect of the Unit are hereby made a lien upon the Unit but such
lien shall not continue after default by Purchaser hereunder
16 Downpayment in Escrow (a) Sellerrsquos attorney (ldquoEscroweerdquo) shall hold the
Downpayment in escrow in a segregated bank account at the depository identified at the
end of this Contract until Closing or sooner termination of this Contract and shall pay
over or apply the Downpayment in accordance with the terms of this para 16 Escrowee
shall hold the Downpayment in a(n) interest-bearing Escrow account for the benefit of
the parties If interest is held for the benefit of the parties it shall be paid to the party
entitled to the Downpayment and the party receiving the interest shall pay any income
taxes thereon If interest is not held for the benefit of the parties the Downpayment shall
be placed in an IOLA account or as otherwise permitted or required by law The Social
Security or Federal Identification numbers of the parties shall be furnished to Escrowee
upon request At Closing the Downpayment shall be paid by Escrowee to Seller If for
any reason Closing does not occur and either party gives Notice (as defined in paragraph
14) to Escrowee demanding payment of the Downpayment Escrowee shall give prompt
Notice to the other party of such demand If Escrowee does not receive Notice of
objection from such other party to the proposed payment within 10 business days after
the giving of such Notice Escrowee is hereby authorized and directed to make such
payment If Escrowee does receive such Notice of objection within such 10 day period or
if for any other reason Escrowee in good faith shall elect not to make such payment
Escrowee shall continue to hold such amount until otherwise directed by Notice from the
parties to this Contract or a final nonappealable judgment order or decree of a court
However Escrowee shall have the right at any time to deposit the Downpayment with the
clerk of a court in the county in which the Unit is located and shall give Notice of such
deposit to Seller and Purchaser Upon such deposit or other disbursement in accordance
with the terms of this para 16 Escrowee shall be relieved and discharged of all further
obligations and responsibilities hereunder
(b) The parties acknowledge that Escrowee is acting solely as a
stakeholder at their request and for their convenience and that Escrowee shall not be
liable to either party for any act or omission on its part unless taken or suffered in bad
faith or in willful disregard of this Contract or involving gross negligence on the part of
Escrowee Seller and Purchaser jointly and severally (with right of contribution) agree to
- 9 -
defend (by attorneys selected by Escrowee) indemnify and hold Escrowee harmless from
and against all costs claims and expenses (including reasonable attorneysrsquo fees) incurred
in connection with the performance of Escroweersquos 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 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 Escroweersquos agreement to the provisions of this para 16 by signing in
the place indicated in this Contract
(e) Escrowee or any member of its firm shall be permitted to act as
counsel for Seller in any dispute as to the disbursement of the Downpayment or any other
dispute between the parties whether or not Escrowee is in possession of the
Downpayment and continues to act as Escrowee
(f) The party whose attorney is Escrowee shall be liable for loss of the
Downpayment
17 FIRPTA Seller represents and warrants to Purchaser that Seller is not a
ldquoforeign personrdquo as defined in IRC sect 1445 as amended and the regulations issued
thereunder (ldquoCode Withholding Sectionrdquo) At the Closing Seller shall deliver to
Purchaser a certificate stating that Seller is not a foreign person in the form then required
by the Code Withholding Section or a withholding certificate from the Internal Revenue
Service In the event Seller fails to deliver the aforesaid certificate or in the event that
Purchaser is not entitled under the Code Withholding Section to rely on such certificate
Purchaser shall deduct and withhold from the Purchase Price a sum equal to 10 thereof
and shall at Closing remit the withheld amount with the required forms to the Internal
Revenue Service
18 Title Report Acceptable Title (a) Purchaser shall promptly after the date
hereof or after receipt of the mortgage commitment letter if applicable order a title
insurance report from the Title Company Promptly after receipt of the title report and
thereafter of any continuations thereof and supplements thereto Purchaser shall forward a
copy of each such report continuation or supplement to the attorney for Seller Purchaser
shall further notify Sellerrsquos attorney of any other objections to title not reflected in such
title report of which Purchaser becomes aware following the delivery of such report
reasonably promptly after becoming aware of such objections
(b) Any unpaid taxes assessments water charges and sewer rents
together with the interest and penalties thereon to a date not less than two days following
- 10 -
the date of Closing and any other liens and encumbrances which Seller is obligated to
pay and discharge or which are against corporations estates or other persons in the chain
of title together with the cost of recording or filing any instruments necessary to
discharge such liens and encumbrances of record may be paid out of the proceeds of the
monies payable at the Closing if Seller delivers to Purchaser at the Closing official bills
for such taxes assessments water charges sewer rents interest and penalties and
instruments in recordable form sufficient to discharge any other liens and encumbrances
of record Upon request made a reasonable time before the Closing Purchaser shall
provide at the Closing separate checks for the foregoing payable to the order of the holder
of any such lien charge or encumbrance and other wise complying with subpara 3(b) If
the Title Company is willing to insure Purchaser that such charges liens and
encumbrances will not be collected out of or enforced against the Unit and is willing to
insure the lien of Purchaserrsquos Institutional Lender (as hereinafter defined) free and clear
of any such charges liens and encumbrances then Seller shall have the right in lieu of
payment and discharge to deposit with the Title Company such funds or to give such
assurances or to pay such special or additional premiums as the Title Company may
require in order to so insure In such case the charges liens and encumbrances with
respect to which the Title Company has agreed so to insure shall not be considered
objections to title
(c) Seller shall convey and Purchaser shall accept fee simple title to the
Unit in accordance with the terms of this Contract subject only to (a) the Permitted
Exceptions and (b) such other matters as (i) the Title Company or any other title insurer
licensed to do business by the State of New York shall be willing without special or
additional premium to omit as exceptions to coverage or to except with insurance against
collection out of or enforcement against the Unit and (ii) shall be accepted by any lender
which has committed in writing to provide mortgage financing to Purchaser for the
purchase of the Unit (ldquoPurchaserrsquos Institutional Lenderrdquo) except that if such
acceptance by Purchaserrsquos Institutional Lender is unreasonably withheld or delayed such
acceptance shall be deemed to have been given
(d) Notwithstanding any contrary provisions in this Contract express or
implied or any contrary rule of law or custom if Seller shall be unable to convey the
Unit in accordance with this Contract (provided that Seller shall release discharge or
otherwise cure at or prior to Closing any matter created by Seller after the date hereof and
any existing mortgage unless this sale is subject to it) and if Purchaser elects not to
complete this transaction without abatement of the Purchase Price the sole obligation and
liability of Seller shall be to refund the Downpayment to Purchaser together with the
reasonable cost of the examination of title to and departmental violation searches in
respect of the Unit and upon the making of such refund and payment this Contract shall
be deemed cancelled and of no further force or effect and neither party shall have any
further rights against or obligations or liabilities to the other by reason of this Contract
However nothing contained in this subpara 18(d) shall be construed to relieve Seller
from liability due to a willful default
- 11 -
19 Risk of Loss Casualty (a) The risk of loss or damage to the Unit or the
personal property included in this sale by fire or other casualty until the earlier of the
Closing or possession of the Unit by Purchaser is assumed by Seller but without any
obligation of Seller to repair or replace any such loss or damage unless Seller elects to do
so as hereinafter provided Seller shall notify Purchaser of the occurrence of any such
loss or damage to the Unit or the personal property included in this sale within 10 days
after such occurrence or by the date of Closing whichever first occurs and by such
notice shall state whether or not Seller elects to repair or restore the Unit andor the
personal property as the case may be If Seller elects to make such repairs and
restorations Sellerrsquos notice shall set forth an adjourned date for the Closing which shall
be not more than 60 days after the date of the giving of Sellerrsquos notice If Seller either
does not elect to do so or having elected to make such repairs and restorations fails to
complete the same on or before said adjourned date for the Closing Purchaser shall have
the following options
(i) To declare this Contract cancelled and of no further force or
effect and receive a refund of the Downpayment in which event neither party shall
thereafter have any further rights against or obligations or liabilities to the other by
reason of this Contract or
(ii) To complete the purchase in accordance with this Contract
without reduction in the Purchase Price except as provided in the next sentence If Seller
carries hazard insurance covering such loss or damage Seller shall turn over to Purchaser
at the Closing the net proceeds actually collected by Seller under the provisions of such
hazard insurance policies to the extent that they are attributable to loss of or damage to
any property included in this sale less any sums theretofore expended by Seller in
repairing or replacing such loss or damage or in collecting such proceeds and Seller shall
assign (without recourse to Seller) Sellerrsquos right to receive any additional insurance
proceeds which are attributable to the loss of or damage to any property included in this
sale
(b) If Seller does not elect to make such repairs and restorations
Purchaser may exercise the resulting option under (i) or (ii) of (a) above only by notice
given to Seller within 10 days after receipt of Sellerrsquos notice If Seller elects to make such
repairs and restorations and fails to complete the same on or before the adjourned closing
date Purchaser may exercise either of the resulting options within 10 days after the
adjourned closing date
(c) In the event of any loss of or damage to the Common Elements which
materially and adversely affects access to or use of the Unit arising after the date of this
Contract but prior to the Closing Seller shall notify Purchaser of the occurrence thereof
within 10 days after such occurrence or by the date of Closing whichever occurs first in
which event Purchaser shall have the following options
- 12 -
(i) To complete the purchase in accordance with this Contract
without reduction in the Purchase Price or
(ii) To adjourn the Closing until the first to occur of (1)
completion of the repair and restoration of the loss or damage to the point that there is no
longer a materially adverse effect on the access to or use of the Unit or (2) the 60th day
after the date of the giving of Sellerrsquos aforesaid notice In the event Purchaser elects to
adjourn the Closing as aforesaid and such loss or damage is not so repaired and restored
within 60 days after the date of the giving of Sellerrsquos aforesaid notice then Purchaser
shall have the right either to (x) complete the purchase in accordance with this Contract
without reduction in the Purchase Price or (y) declare this Contract cancelled and of no
further force or effect and receive a refund of the Downpayment in which latter event
neither party shall thereafter have any further rights against or obligations or liabilities
to the other by reason of this Contract
(d) In the event of any loss of or damage to the Common Elements which
does not materially and adversely affect access to or use of the Unit Purchaser shall
accept title to the Unit in accordance with this Contract without abatement of the
Purchase Price
20 Internal Revenue Service Reporting Requirement Each party shall
execute acknowledge and deliver to the other party such instruments and take such other
actions as such other party may reasonably request in order to comply with IRC sect
6045(e) as amended or any successor provision or any regulations promulgated pursuant
thereto insofar as the same requires reporting of information in respect of real estate
transactions The provisions of this para 20 shall survive the Closing The parties
designate _________________________________ as the attorney responsible for
reporting this information as required by law
21 Broker Seller and Purchaser represent and warrant to each other that the only
real estate broker with whom they have dealt in connection with this Contract and the
transaction set forth herein is ______________________________ and that they know of
no other real estate broker who has claimed or may have the right to claim a commission
in connection with this transaction The commission of such real estate broker shall be
paid by Seller pursuant to separate agreement If no real estate broker is specified above
the parties acknowledge that this Contract was brought about by direct negotiation
between Seller and Purchaser and each represents to the other that it knows of no real
estate broker entitled to a commission in connection with this transaction Seller and
Purchaser shall indemnify and defend each other against any costs claims or expenses
(including reasonable attorneysrsquo fees) arising out of the breach on their respective parts of
any representation warranty or agreement contained in this para 21 The provisions of
this para 21 shall survive the Closing or if the Closing does not occur the termination of
this Contract
- 13 -
22 Mortgage Commitment Contingency (Delete paragraph if inapplicable) (a)
The obligation of Purchaser to purchase under this Contract is conditioned upon issuance
on or before ____________ days after a fully executed copy of this Contract is given to
Purchaser or Purchaserrsquos attorney in the manner set forth in paragraph 14 or
subparagraph 22(k) (the ldquoCommitment Daterdquo) 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 Purchasers sole cost and expense of $______________ for a term of at least _______
years (or such lesser sum or shorter term as Purchaser shall be willing to accept) at the
prevailing fixed or adjustable rate of interest and on other customary commitment terms
(the ldquoCommitmentrdquo) To the extent a Commitment is conditioned on the sale of
Purchaserrsquos current home payment of any outstanding debt no material adverse change
in Purchaserrsquos 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 Lenderrsquos approval of an appraisal shall not be deemed a ldquoCommitmentrdquo
hereunder until an appraisal is approved (and if that does not occur before the
Commitment Date Purchaser may cancel under subparagraph 22(e) unless the
Commitment Date is extended) Purchaserrsquos 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 Purchaserrsquos
election more than one Institutional Lender for such mortgage loan (ii) furnish accurate
and complete information regarding Purchaser and members of Purchaserrsquos 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 22(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 (ldquoMortgage Brokerrdquo) shall constitute full compliance with
the terms and conditions set forth in subparagraph 22(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 22
- 14 -
(e) If no Commitment is issued by the 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 22(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 22
(f) If this Contract is canceled by Purchaser pursuant to subparagraphs
22(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 21
(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 22(a) then Purchaser shall be deemed to have waived
Purchaserrsquos right to cancel this Contract and to receive a refund of the Downpayment by
reason of the contingency contained in this paragraph 22
(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 of its obligations under this
paragraph 22) and except as set forth in paragraph 21
(i) The attorneys for the parties are hereby authorized to give and receive
on behalf of their clients all Notices and deliveries under this paragraph 22
(j) For purposes of this Contract the term ldquoInstitutional Lenderrdquo 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
(k) For purposes of subparagraph (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
- 15 -
23 Gender Etc As used in this Contract the neuter includes the masculine and
feminine the singular includes the plural and the plural includes the singular as the
context may require
24 Entire Contract All prior understandings and agreements between Seller and
Purchaser are merged in this Contract and this Contract supersedes any and all
understandings and agreements between the parties and constitutes the entire agreement
between them with respect to the subject matter hereof
25 Captions The captions in this Contract are for convenience and reference
only and in no way define limit or describe the scope of this Contract and shall not be
considered in the interpretation of this Contract or any provision hereof
26 No Assignment by Purchaser Purchaser may not assign this Contract or any
of Purchaserrsquos rights hereunder
27 Successors and Assigns Subject to the provisions of para 26 the provisions
of this Contract shall bind and inure to the benefit of both Purchaser and Seller and their
respective distributees executors administrators heirs legal representatives successors
and permitted assigns
28 No Oral Changes This Contract cannot be changed or terminated orally Any
changes or additional provisions must be set forth in a rider attached hereto or in a
separate written agreement signed by both parties to this Contract
29 Contract Not Binding Until Signed This Contract shall not be binding or
effective until properly executed and delivered by Seller and Purchaser
30 Lead-Based Paint If applicable the complete and fully executed disclosure
of information on lead-based paint andor lead-based paint hazards is attached hereto and
made a part hereof
IN WITNESS WHEREOF the parties hereto have duly executed this Contract
on the day and year first above written
Seller Purchaser
_________________________________ ____________________________________
- 16 -
Agreed to as to para 16 ________________________________
Giddins Claman LLP Escrowee
Escrow Depository
Address
SCHEDULE A - Permitted Exceptions
1 Zoning laws and regulations and landmark historic or wetlands designation
which are not violated by the Unit and which are not violated by the Common Elements
to the extent that access to or use of the Unit would be materially and adversely affected
2 Consents for the erection of any structure or structures on under or above any
street or streets on which the Building may abut
3 The terms burdens covenants restrictions conditions easements and rules
and regulations set forth in the Declaration By-Laws and rules and regulations of the
Condominium the Power of Attorney from Purchaser to the board of managers of the
Condominium and the floor plans of the Condominium all as may be amended from time
to time
4 Rights of utility companies to lay maintain install and repair pipes lines
poles conduits cable boxes and related equipment on over and under the Building and
Common Elements provided that none of such rights imposes any monetary obligation
on the owner of the Unit or materially interferes with the use of or access to the Unit
5 Encroachments of stoops areas cellar steps trim cornices lintels window
sills awnings canopies ledges fences hedges coping and retaining walls projecting
from the Building over any street or highway or over any adjoining property and
encroachments of similar elements projecting from adjoining property over the Common
Elements
6 Any state of facts which an accurate survey or personal inspection of the
Building Common Elements or Unit would disclose provided that such facts do not
prevent the use of the Unit for dwelling purposes For the purposes of this Contract none
of the facts shown on the survey if any identified below shall be deemed to prevent the
use of the Unit for dwelling purposes and Purchaser shall accept title subject thereto
- 17 -
The survey referred to in No 6 above was prepared by
___________________________ dated _____________________ and last revised
____________________
7 The lien of any unpaid common charge real estate tax water charge sewer
rent or vault charge provided the same are paid or apportioned at the Closing as herein
provided
8 The lien of any unpaid assessments to the extent of installments thereof
payable after the Closing
9 Liens encumbrances and title conditions affecting the Common Elements
which do not materially and adversely affect the right of the Unit owner to use and enjoy
the Common Elements
10 Notes or notices of violations of law or governmental orders ordinances or
requirements (a) affecting the Unit and noted or issued subsequent to the date of this
Contract by any governmental department agency or bureau having jurisdiction and (b)
any such notes or notices affecting only the Common Elements which were noted or
issued prior to or on the date of this Contract or at any time hereafter
11 Any other matters or encumbrances subject to which Purchaser is required to
accept title to the Unit pursuant to this Contract
ABOUT THE SPEAKERS
Lisa Lippman Senior Vice President and Director was the 1 broker at Brown Harris Stevens in 2009 With 13 years of experience selling real estate Lisa specializes in the sale of high end cooperatives condominiums and townhomes throughout Manhattan As is clear from her record even in tough times Lisa manages to both sell and find homes for her clients
Other awards Lisa has won in the last few years include
middotWall Street Journal top 400-Lisa was 11 in the nation and 2 in Manhattan 2009middotWall Street Journal top 50 brokers in America 2007middotBrown Harris Stevens Westside Office Broker of the Year All Years 2006 - 2009 middotBrown Harris Stevens Westside Office Listing Broker of the Year 2007 2008 2009middotBrown Harris Stevens Largest New Development Deal of the Year 2009
Prior to becoming a real estate broker Lisa spent several years as a lawyer practicing litigation at two prestigious law firms She graduated from The University of Pennsylvania in 1986 and earned her law degree from Cardozo in 1990 Lisarsquos legal background affords her a keen understanding of the negotiation process as well as the complexities needed to complete the deal
A New York City resident for 24 years Lisa offers impeccable knowledge of the market as it applies across all neighborhoods She has lived downtown on the Upper East Side and has now resided on the Upper West Side for the past 14 years Additionally as the mother of three children Lisa is personally involved in the decisions all buyers face in choosing a neighborhood and a home
Lisa takes pride in being a straight-forward intelligent and honest broker She understands the individual needs of each client as well as their comfort with the purchase andor sale process Her listening talents combined with her unbeatable memory work ethic and negotiation skills allow her to service her buyers and sellers most effectively Lisa is also active in the New York community including the UJA and her childrenrsquos school All of this enables her to offer a well-rounded approach to navigating the New York real estate landscape bringing to life the nuances and charms that the City and its real estate market have to offer
LISA LIPPMANSenior Vice PresidentDirector
Lisa Lippman bull 212- 588-5606 bull fax 212-418-9733 bull llippmanbhsusacom
GIDDINS bull CLAMAN LLP
Attorneys at Law
675 THIRD AVENUE
29TH
FLOOR
NEW YORK NEW YORK 10017
(212)573-6703
FAX (212)949-1923 Paul M Giddins
Scott Claman
Giddins Claman LLP ndash Firm Biography
Giddins Claman LLP (formerly Giddins Claman amp Langs LLP) was
established in 1988 by Paul M Giddins formerly an Assistant District Attorney in
the New York County District Attorneyrsquos Office For over 20 years the firm has
specialized in real estate matters in the New York City metropolitan area with an
active transactional real estate practice Mr Giddins has specialized in residential
real estate during that time In addition to purchase sale and refinance transactions
Mr Giddins represents cooperative apartment boards of directors and condominium
boards of managers Mr Giddins also regularly gives lectures and seminars on real
estate matters for many of the prominent real estate brokerage firms in New York
Scott Claman has been in the practice of law in New York for over 26 years
and joined the firm as a member in 1996 having previously been a partner at a law
firm that specialized in the representation of cooperative apartment boards of
directors and condominium boards of managers Mr Claman is regularly engaged
in a variety of transactional real estate matters ranging from commercial leasing
mortgage financing and asset dispositions to individual apartment and house sales
In addition to individual and institutional owners of residential and commercial real
estate Mr Claman also represents cooperative apartment boards of directors and
condominium boards of managers and has given numerous lectures and seminars
on real estate matters for the Real Estate Board of New York and for many of the
prominent real estate brokerage firms in New York
Steven M Nachman serves as Of Counsel to the firm in connection with
commercial and general litigation matters Mr Nachman formerly associated with
the firm of Stroock amp Stroock amp Lavan has over 20 years of civil litigation
experience
Giddins Claman LLP is proud to provide our clients with the benefits of our
collective experience as seasoned litigators and transactional real estate specialists
while maintaining our personal commitment to represent our clients in a manner
associated with a smaller practice
ManhattanResidential Market Report
Fourth Quarter 2010
Manhattan Cooperatives and Condominiums
2 Fourth Quarter 2010
Average and Median Sale Price
Cooperative Average Sale Price
Condominium Average Sale Price
Cover Property BrownHarrisStevenscom WEB272151
Average Sale Price Median Sale Price
Prices for Manhattan apartments continued to edge upward
as their average sale price of $1432787 was 8 higher
than a year ago This marked the sixth straight quarter that
the average price has risen While the number of recorded
transactions fell 25 from a year ago the fourth quarter of 2009
was uncharacteristically busy due to pent-up demand after the
collapse of Lehman Brothers had frozen the market earlier that year
The average co-op price continued to rise sharply as
more buyers favored larger apartments compared to a year ago Two-bedroom and larger
units accounted for 45 of co-op sales up from 40 a year ago This helped push
the overall average co-op price up 17 from 2009rsquos fourth
quarter to $1158333
Condo prices averaged $1751219 during the fourth
quarter 1 higher than a year ago One-bedrooms posted the
biggest increase in average price rising 9 over the past year
to $844964
Studio 1-Bedroom 2-Bedroom 3+Bedroom All
4th Q 10 $342545 $593718 $1231116 $3150700 $1158333
3rd Q 10 $366086 $606444 $1206257 $3049980 $1156733
2nd Q 10 $356696 $597311 $1301392 $2872496 $1065814
1st Q 10 $334307 $587538 $1132150 $3098881 $1079195
4th Q 09 $345725 $585238 $1133967 $3001012 $990921
Studio 1-Bedroom 2-Bedroom 3+Bedroom All
4th Q 10 $495002 $844964 $1637638 $4567750 $1751219
3rd Q 10 $495876 $809514 $1596021 $3835376 $1724180
2nd Q 10 $464559 $840829 $1570772 $3922994 $1686690
1st Q 10 $529970 $819785 $1608375 $4250098 $1730415
4th Q 09 $554568 $772525 $1583362 $4574080 $1732362
Average Sale Price Median Sale Price
$1600000
$1400000
$1200000
$1000000
$800000
$400000
$600000
$1369883 $820000
1Q10
$1324504 $800000
4Q09
$1432787 $840000
4Q10
$1423378 $890000
3Q10
$1377135 $842779
2Q10
Fourth Quarter 2010 3
New Developments Lofts
Time on the Market
Excludes new developments and units listed over one year Based on the last asking price Excludes new developments
Average Price Per Square Foot
New development prices averaged $1099 per square foot 11 less than during the fourth quarter of 2009 This was due in part to an increase in the percent of new development sales in Northern Manhattan from 9 a year ago to 15 At $1052 the average price per square foot for loft apartments was 3 higher than during 2009rsquos fourth quarter
Apartments sold during the quarter spent an average of 113 days on the market 14 less time than a year ago Sellers received 955 of the last asking price up slightly from the fourth quarter of 2009
Asking Vs Selling Price
$700
$900
$1100
$1300 $1099
4Q10
$1238
4Q09
$1146
1Q10 2Q10
$1176
$700
$900
$1100
$1300 $1052
4Q10
$1017
4Q09
$1037
1Q10
$1066
2Q10
$1112
3Q10
$1077
3Q10
75 days
100 days
125 days
150 days 113
4Q10
132
4Q09
119
1Q10
112
2Q10
85
90
95
100 955
4Q10
954
4Q09
962
1Q10
97
3Q10
959
3Q10
966
2Q10
Generally 59th to 96th Street Fifth Avenue to the East River
Cooperative Condominium
East sidE
4 Fourth Quarter 2010
Average Price Per Square Foot
At an average of $1581971 prices for two-bedroom East Side
apartments were 14 higher than a year ago The average price fell
13 for three-bedroom and larger apartments due in part to 2 closings
of over $30 million a year ago inflating that figure Co-ops fared better than condos as the average
price per room rose for both prewar and postwar co-ops over the past year
while the average condo price per square foot fell
Average Price Per Room
4Q09 4Q10
Studio 1-Bedroom 2-Bedroom 3+Bedroom
Percent of Sales
4th Q 09 10 35 36 19
4th Q 10 11 39 28 22
Average Price
4th Q 09 $351462 $647300 $1383364 $4146087
4th Q 10 $355459 $647207 $1581971 $3605513
Change 1 0 14 -13
$100000
$300000
$150000
$200000
$250000
$350000
$400000
$50000
$200
$1000
$400
$600
$800
$1200
$1400
$0
Postwar
$204713 $210559
Prewar
$348425 $383335
4Q10
$1126
4Q09
$1168
Generally 59th to 110th Street Hudson River to West of Fifth Avenue
WEst sidE
Fourth Quarter 2010 5
Cooperative CondominiumAverage Price Per Room Average Price Per Square Foot
With the exception of studios prices rose for all other size categories of apartments on
the West Side led by a 21 gain in the average price for
three-bedroom and larger units This increase was helped by
535 West End Avenue whose three-bedroom closing prices averaged over $115 million
in the fourth quarter Co-ops remained strong as the average
price per room rose 21 for prewar and 12 for postwar co-ops on the West Side The average condo price per square
foot rose 3 to $1309 making the West Side the only
area where both co-op and condo prices were higher
than a year ago
4Q09 4Q10
Studio 1-Bedroom 2-Bedroom 3+Bedroom
Percent of Sales
4th Q 09 10 37 37 16
4th Q 10 8 33 38 21
Average Price
4th Q 09 $417466 $656421 $1326640 $3325062
4th Q 10 $391228 $766529 $1378920 $4030338
Change -6 17 4 21
$125000
$225000
$150000
$175000
$200000
$250000
$275000
$100000
$200
$1000
$400
$600
$800
$1200
$1400
$0
4Q09
$1267
4Q10
$1309
Prewar
$215967 $260653
Postwar
$189264 $212348
MidtoWn East Generally 34th to 59th Street Fifth Avenue to the East River
MidtoWn
MidtoWn WEst Generally 34th to 59th Street Hudson River to West of Fifth Avenue
6 Fourth Quarter 2010
Cooperative Condominium
Cooperative Condominium
Average Price Per Room Average Price Per Square Foot
Average Price Per Room Average Price Per Square Foot
A couple of high-end closings at The Plaza and One Beacon Court helped bring the average condo price per square foot 27 higher in the Midtown East market compared
to a year ago The average price per room fell 5 for prewar while rising
8 for postwar co-ops
The average price per square foot rose 12 for condos over the
past year in the Midtown West market A number of closings at The Sheffield and Platinum
helped bring up this figure The average price per room fell for
both prewar and postwar co-ops in this market compared
to a year ago
$175000
$100000
$125000
$150000
$200000
$225000
$1000
$250
$500
$750
$1250
$1500
4Q09 4Q10
$212198 $200857
Prewar
$188662 $204639
Postwar
$1171
4Q09
$1485
4Q10
$252044 $199029 $231213 $221850 $1180$1055
4Q10Prewar Postwar 4Q09
$1000
$250
$500
$750
$1250
$1500
4Q09 4Q10
$200000
$50000
$100000
$150000
$250000
$300000
Cooperative Condominium
Fourth Quarter 2010 7
Average Price Per Room Average Price Per Square Foot
South of 34th Street
doWntoWn
While the average price fell 23 for three-bedroom and
larger apartments Downtown from a year ago a large
number of closings at the Superior Ink building inflated 2009rsquos figure This also is a reason why the overall condo
price per square foot fell 10 from a year ago The average
co-op price per room rose 13 for prewar and 4 for
postwar units from 2009rsquos fourth quarter
4Q09 4Q10
Studio 1-Bedroom 2-Bedroom 3+Bedroom
Percent of Sales
4th Q 09 17 43 28 12
4th Q 10 16 41 31 12
Average Price
4th Q 09 $452722 $704292 $1615877 $4665379
4th Q 10 $444618 $741919 $1581625 $3605513
Change -2 5 -2 -23
Prewar
$208503 $235826
Postwar
$188600 $195854
$100000
$200000
$125000
$150000
$175000
$225000
$250000
$75000
$800
$1200
$900
$1000
$1100
$1300
$1400
$700
4Q09
$1326
4Q10
$1194
Cooperative CondominiumAverage Price Per Room Average Price Per Square Foot
Generally North of 96th Street on the East Side and 110th Street on the West Side
NEW YORK CITY bull PALM BEACH bull THE HAMPTONS bull NORTH FORK 2129069200
EAST SIDE445 Park AvenueHall F Willkie PresidentRuth McCoy EVPManaging Director of Sales
UPPER EAST SIDE1121 Madison AvenuePeter R Marra EVPManaging Director of Sales
EDWARD LEE CAVE DIVISION790 Madison AvenueCaroline E Y GuthriePresident
WEST SIDE1926 BroadwayJames M Gricar EVP Managing Director of Sales
BROOKLYN HEIGHTS129 Montague StreetChristopher Thomas EVPManaging Director of Sales
PARK SLOPE100 Seventh AvenueMaryAnn Albano EVPManaging Director of Sales
NEW DEVELOPMENT445 Park Avenue James M GricarManaging DirectorBrown Harris Stevens On-Site Marketing and Sales
Prepared by Gregory Heym Chief Economist Brown Harris Stevenscopy2010 by Brown Harris Stevens All Rights Reserved This information may not be copied used or distributed without Brown Harris Stevensrsquo consent While information is believed true no guaranty is made of accuracy
While the average price fell for three-bedroom and larger apartments it was higher for
all other size categories in Northern Manhattan Condo
prices rose slightly as their average price per square foot of $566 was up 1 from a
year ago The average price per room fell for both prewar and
postwar co-ops compared to a year ago
This report is based on 1901 reported Manhattan apartment sales 25 less than were reported during last yearrsquos comparable period
VILLAGE2 Fifth AvenueKevin Kovesci EVPManaging Director of Sales
TRIBECA43 North MooreKevin Kovesci EVPManaging Director of Sales
northErn Manhattan
Studio 1-Bedroom 2-Bedroom 3+Bedroom
Percent of Sales
4th Q 09 6 35 43 16
4th Q 10 8 38 38 16
Average Price
4th Q 09 $227611 $352759 $567332 $1101778
4th Q 10 $319798 $394509 $577071 $710832
Change 41 12 2 -35
$100
$500
$200
$300
$400
$600
$700
$0
4Q09 4Q10
4Q09
$563
4Q10
$566
$70000
$110000
$80000
$90000
$100000
$120000
$130000
$60000
Prewar
$120601 $97757
Postwar
$110104 $106330
Faculty Biographies
REAL PROPERTY SECTION gt Officer Bio
Chair Leo Genn Esq
Office Address Northside Center for Child Development 1301 Fifth Ave New York NY 10029-3119
Phone 212-426-3406 Fax 212-410-7561 Email lgenn_esqyahoocom
After working briefly as a litigator Mr Genn became House Counsel at NorthsideCenter for Child Development a Manhattan-based not for profit where he handles contract negotiations commercial leasing property management and insurance issues Mr Genn also writes government grants Before law school Mr Genn spent eight years managing commercial and residential real estate in New York City Mr Genn has also worked for New York Citys Office of Economic Development In March 2002 Mr Genns article on the notice requirements in foreclosure proceedings appeared on thecover of the New York Real Estate Law Reporter Mr Gennrsquos favorite law quote is Oliver Wendell Holmes remark A word is not a crystal transparent and unchanged it isthe skin of a living thought and may vary greatly in color and content according to thecircumstances and time in which it is used Mr Gennrsquos favorite case is Raffles v
ichelhaus and his favorite legal fiction is promissory estoppel W
Paul M Giddins Partner
Giddins Claman LLP Paul M Giddins is a partner at Giddins Claman LLP a law firm in New York City Mr Giddins received a Bachelor of Arts degree from Trinity College- Hartford and a law degree from American University Washington School of Law
LISA LIPPMAN | Senior Vice President Director | Licensed Associate Real Estate Broker
printer friendly page
1926 Broadway New York NY 10023 Tel (212) 588-5606 Fax (212) 418-9733 llippmanbhsusacom download contact info view current listings view sold listings
FEATURED PROPERTY - UPPER EAST SIDE
2COOPERATIVE
25 EAST 79TH STREET
rice $1299000
isting ID 1127158
PBedrooms 2 Baths 20 L
Lisa Lippman Senior Vice President and Director was the 1 broker at Brown Harris Stevens in 2009 With 13 years of experience selling real estate Lisa specializes in the sale of high end cooperatives condominiums and townhomes throughout Manhattan As is clear from her record even in tough times Lisa manages to both sell and find homes for her clients Other awards Lisa has won in the last few years include middotWall Street Journal top 400-Lisa was 11 in the nation and 2 in Manhattan 2009 middotWall Street Journal top 50 brokers in America 2007 middotBrown Harris Stevens Westside Office Broker of the Year All Years 2006 - 2009 middotBrown Harris Stevens Westside Office Listing Broker of the Year 2007 2008 2009 middotBrown Harris Stevens Largest New Development Deal of the Year 2009 Prior to becoming a real estate broker Lisa spent several years as a lawyer practicing litigation at two prestigious law firms She graduated from The University of Pennsylvania in 1986 and earned her law degree from Cardozo in 1990 Lisas legal background affords her a keen understanding of the negotiation process as well as the complexities needed to complete the deal A New York City resident for 24 years Lisa offers impeccable knowledge of the market as it applies across all neighborhoods She has lived downtown on the Upper East Side and has now resided on the Upper West Side for the past 14 years Additionally as the mother of three children Lisa is personally involved in the decisions all buyers face in choosing a neighborhood and a home Lisa takes pride in being a straight-forward intelligent and honest broker She understands the individual needs of each client as well as their comfort with the purchase andor sale process Her listening talents combined with her unbeatable memory work ethic and negotiation skills allow her to service her buyers and sellers most effectively Lisa is also active in the New York community including the UJA and her childrens school All of this enables her to offer a well-rounded approach to navigating the New York real estate landscape bringing to life the nuances and charms that the City and its real estate market have to offer
Generally 59th to 96th Street Fifth Avenue to the East River
Cooperative Condominium
East sidE
4 Third Quarter 2010
Average Price Per Square Foot
Co-op apartments posted strong pricing gains in the East Side market over the past year
The co-op average price per room rose 17 for prewar units and
14 for postwar units compared to the third quarter of 2009
Condo prices on the East Side averaged $1213 per square foot
3 less than a year ago
Average Price Per Room
$100000
$300000
$150000
$200000
$250000
$350000
$400000
$50000
3Q09 3Q10
$200
$1000
$400
$600
$800
$1200
$1400
$0
Studio 1-Bedroom 2-Bedroom 3+Bedroom
Percent of Sales
3rd Q 09 12 34 28 26
3rd Q 10 7 31 37 25
Average Price
3rd Q 09 $386734 $590337 $1465894 $3852286
3rd Q 10 $375666 $658875 $1449023 $3514627
Change -3 12 -1 -9
Postwar
$203293 $232575
Prewar
$281354 $328648
3Q10
$1213
3Q09
$1249
Generally 59th to 110th Street Hudson River to West of Fifth Avenue
WEst sidE
Third Quarter 2010 5
Cooperative CondominiumAverage Price Per Room Average Price Per Square Foot
The West Side market saw strong gains in the average co-op price per room over the past
year At $280327 the prewar co-op average price per room was 29 higher than a year ago
while the postwar price rose 8 to $202193 West Side condo
prices fell 4 from 2009rsquos third quarter to an average of $1254 per square foot
$200
$1000
$400
$600
$800
$1200
$1400
$0
$125000
$225000
$150000
$175000
$200000
$250000
$275000
$100000
3Q09 3Q10
Studio 1-Bedroom 2-Bedroom 3+Bedroom
Percent of Sales
3rd Q 09 7 40 41 12
3rd Q 10 9 30 36 25
Average Price
3rd Q 09 $401021 $629722 $1382135 $3470940
3rd Q 10 $399072 $697290 $1523268 $3353242
Change 0 11 10 -3
3Q09
$1306
3Q10
$1254
Prewar
$217459 $280327
Postwar
$186785 $202193
MidtoWn East Generally 34th to 59th Street Fifth Avenue to the East River
MidtoWn
MidtoWn WEst Generally 34th to 59th Street Hudson River to West of Fifth Avenue
6 Third Quarter 2010
Cooperative Condominium
Cooperative Condominium
Average Price Per Room Average Price Per Square Foot
Average Price Per Room Average Price Per Square Foot
The average condo price per square foot rose 14 over the past year in the Midtown East market to $1276 Co-op prices in this area were mixed with the average price per room down 2 for prewar
units but up 6 for postwar units
In the Midtown West market the average price per room for prewar co-ops jumped 96
from the third quarter of 2009 This was due to an unusually
weak number a year ago combined with a high number of Central Park South sales
inflating the figure in the third quarter of 2010
$150000
$75000
$100000
$125000
$175000
$200000
$750
$0
$250
$500
$1000
$1250
3Q09 3Q10
3Q09 3Q10
$1000
$250
$500
$750
$1250
$1500
3Q10
$1258$1237
3Q09
$200000
$50000
$100000
$150000
$250000
$300000
$138443 $271070
Prewar
$174573 $208409
Postwar
$201796 $198364
Prewar
$190801 $202708
Postwar
$1116
3Q09
$1276
3Q10
Cooperative Condominium
Third Quarter 2010 7
Average Price Per Room Average Price Per Square Foot
South of 34th Street
doWntoWn
Prices rose for both co-ops and condos in the Downtown market over the past year aided by a 43 increase in the average price for three-bedroom and
larger apartments The average co-op price per room rose 19 over the past year for prewar
units and 14 for postwar units Condo prices Downtown
averaged $1201 per square foot 5 more than during the third
quarter of 2009
3Q09 3Q10
Studio 1-Bedroom 2-Bedroom 3+Bedroom
Percent of Sales
3rd Q 09 15 47 28 10
3rd Q 10 15 45 29 11
Average Price
3rd Q 09 $426982 $711789 $1427071 $2643872
3rd Q 10 $461763 $755436 $1523264 $3776778
Change 8 6 7 43
Prewar
$196789 $234026
Postwar
$190826 $216683
3Q09
$1149
3Q10
$1201
$700
$1100
$800
$900
$1000
$1200
$1300
$600
$100000
$200000
$125000
$150000
$175000
$225000
$250000
$75000
Cooperative CondominiumAverage Price Per Room Average Price Per Square Foot
Generally North of 96th Street on the East Side and 110th Street on the West Side
NEW YORK CITY bull PALM BEACH bull THE HAMPTONS bull NORTH FORK 2129069200
EAST SIDE445 Park AvenueHall F Willkie PresidentRuth McCoy EVPManaging Director of Sales
UPPER EAST SIDE1121 Madison AvenuePeter R Marra EVPManaging Director of Sales
EDWARD LEE CAVE DIVISION790 Madison AvenueCaroline E Y GuthriePresident
WEST SIDE1926 BroadwayJames M Gricar EVP Managing Director of Sales
BROOKLYN HEIGHTS129 Montague StreetChristopher Thomas EVPManaging Director of Sales
PARK SLOPE100 Seventh AvenueMaryAnn Albano EVPManaging Director of Sales
NEW DEVELOPMENT445 Park Avenue James M GricarManaging DirectorBrown Harris Stevens On-Site Marketing and Sales
Prepared by Gregory Heym Chief Economist Brown Harris Stevenscopy2010 by Brown Harris Stevens All Rights Reserved This information may not be copied used or distributed without Brown Harris Stevensrsquo consent While information is believed true no guaranty is made of accuracy
The average price rose sharply over the past year for studio
and two-bedroom apartments in Northern Manhattan Studio
prices averaged $285719 a 24 increase from third
quarter of 2009 while the two-bedroom average price rose 20
to $621104 Condo prices averaged $618 per square foot
7 more than a year ago
This report is based on 2471 reported Manhattan apartment sales 4 more than were reported during last yearrsquos comparable period
VILLAGE2 Fifth AvenueKevin Kovesci EVPManaging Director of Sales
TRIBECA43 North MooreKevin Kovesci EVPManaging Director of Sales
northErn Manhattan
$100
$500
$200
$300
$400
$600
$700
$0
3Q09 3Q10
$60000
$100000
$70000
$80000
$90000
$110000
$120000
$50000
Studio 1-Bedroom 2-Bedroom 3+Bedroom
Percent of Sales
3rd Q 09 7 40 41 12
3rd Q 10 9 32 46 13
Average Price
3rd Q 09 $230833 $380770 $519583 $964950
3rd Q 10 $285719 $379154 $621104 $879888
Change 24 0 20 -9
3Q09
$579
3Q10
$618
Prewar
$103224 $114800
Postwar
$101221 $98244
IDENTIFYING THE
APARTMENT
A Sample Showsheet
B Cooperative Building Financials
Pure Perfection on Riverside Drive100 Riverside Drive Apartment 3A
This sprawling prewar 9 room home is simply exquisite The trees of Riverside Park greet you while you sit in
the new chefs kitchen open to a beautiful den (or dining room) on the park The gorgeous sunken living room
library and huge master bedroom also all have oversized picture windows on the park In addition there are
two more bedrooms a large formal dining room and a second windowed butlers kitchen that could easily be
made into an office The finishes of this home are perfect All of the bathrooms are brand new and outfitted
with custom stone There is central air and the closets have all been custom designed Currently configured as a
luxurious 3 bedroom plus maids and den the apartment could easily be a 4 bedroom plus library No detail has
been overlooked and there is fabulous sun trees and nature in almost every room Full service building with
storage and a new fitness center A truly unique and special home
WEB 917677
Full Service Prewar Coopbull Four Bedrooms and Four New Bathroomsbull
Maintenance $350634bull Central Air Conditioningbull
Financing Allowed 75bull New Chefs Kitchen with Large Double Ovenbull
Tax Deductability 39bull Custom Closetsbull
Storage Binbull Pets Allowedbull
Fitness Centerbull Laundry Room with Butlers Kitchenbull
$3999000 Listing Price
Exclusive Broker
Lisa Lippman bull 212-588-5606 bull fax 212-418-9733 bull llippmanbhsusacom
All information is from sources deemed reliable but is subject to errors omissions changes in price prior sale or withdrawal without notice No representation is made as to the accuracy of any description All measurements and squarefootages are approximate and all information should be confirmed by customer All rights to content photographs and graphics reserved to BHS Customer should consult with its counsel regarding all closing costs including without
limitation the New York State 1 tax paid by buyers on residential properties over $1 million BHS represents the sellerowner on BHSs own exclusives except if another agent of BHS represents the buyertenant in which case BHSwill be a dual agent with designated agents representing sellerowner and buyertenant BHS represents the buyertenant when showing the exclusives of other real estate firms In all instances BHS treats all parties fairly and honestly
BHS actively supports equal housing opportunities
Scott Moore bull 212-588-5608 bull fax 212-319-2633 bull smoorebhsusacom
Brown Harris Stevens Residential Sales LLC bull 212 906 9200 bull BrownHarrisStevenscomM A N H A T T A N bull B R O O K L Y N bull T H E H A M P T O N S bull N O R T H F O R K bull P A L M B E A C H
ldquoMAKING THE DEALrdquo
A REBNY Financial Statement
B Estimated Residential Closing Costs
C Sample Contracts (Co-op amp Condo)
D Sample Closing Breakdown
(Condo)
FINANCIAL STATEMENT
Name(s)
Address
The following is submitted as being true and accurate statement of the financial condition of the undersigned on the day of
January 20
ASSETS
Applicant
Co-Applicant
LIABILITIES
Applicant
Co-Applicant
Cash in Banks 550000 Notes Payable
Money Markets Funds 600000 To Banks
Contract Deposit 355000 To Relative
Investments Bonds amp Stocks To Others
- see schedule 1620000 Installment Accounts Payable
Investment in Own Business Automobile
Accounts amp Notes Receivable Other
Real Estate Owned-see schedule 1200000 Other Accounts Payable
Year Make Mortgages Payable on Real 535000
Automobiles 35000 Estate - see schedule
Personal Property amp Furniture 50000 Unpaid Real Estate Taxes
Life Insurance Unpaid Income Taxes
Cash Surrender Value 60000 Chattel Mortgages
Retirement FundsIRA Loans on Life Insurance
Policies
401K 200000 (Include Premium
Advances)
KEOGH Outstanding Credit Card
Loans
Profit SharingPension Plan Other Debts - Itemize
Other Assets TOTAL LIABILITIES 535000 0
TOTAL ASSETS 4670000 0 NET WORTH 4135000 0
COMBINED ASSETS
4670000
TOTAL LIABILITIES
amp NET WORTH 4670000 0
SOURCE OF INCOME
Applicant
Co-Applicant
COMBINED 4670000
Base Salary 350000 CONTINGENT LIABILITIES
Overtime Wages As Endorser or Co-Maker on Notes $ 0
Bonus amp Commissions 150000 Alimony $ 0
Dividends and Interest Income Child Support $ 0
Real Estate Income (Net) Are you defendant in any legal action Yes No
Explain
Other Income - Itemize Are there any unsatisfied judgments Yes No
TOTAL 500000 0 Have you ever taken bankruptcy Yes No
Explain GENERAL INFORMATION
Applicant
Co-Applicant
Personal Bank Accounts at
PROJECTED EXPENSES
MONTHLY
Maintenance $ 2857
Savings amp Loan Accounts at Apartment Financing $ 10078
Other Mortgages $ 2671
Bank Loans $
Purpose of Loan Auto Loan $
TOTAL $ 15606
The foregoing statements and details pertaining thereto both printed and written have been carefully read and the undersigned hereby
solemnly declares and certifies that the same is a full and correct exhibit of myour financial condition
Date 20 Signature __________________________________________
Signature __________________________________________
SCHEDULE OF BOND amp STOCKS
Amount of Shares
Description (Extended Valuation in Column)
Marketable Value
Non-Marketable Value
SCHEDULE OF REAL ESTATE
Description amp Location
Cost
Actual Value
Mortgage Amount
Maturity Date
SCHEDULE OF NOTES PAYABLE
Specify any assets pledges as collateral including the liabilities they secure
To Whom Payable
Date
Amount
Due
Interest
Pledged as Security
April 2009
ESTIMATED RESIDENTIAL CLOSING COSTS IN NEW YORK CITY
Broker As provided in exclusive with broker
Own Attorney Approx $2000 +- as negotiated
Managing Agentrsquos Fee Approx $500 + as determined by building
Move-out Deposit or Fee Approx $1000 as determined by building
New York City Transfer Tax 1 of entire gross purchase price if price is $500000 or under or 1425 of entire gross purchase price if price exceeds $500000
New York State Transfer Tax 04 (004) of gross purchase price
Bank Satisfaction of Mortgage Fees Approx $450 as determined by bank
Recording ACRIS other fees Approx $150
Gains Tax Withholding (Out of State Seller) 897 of gain
Non ndash US Resident (FIRPTA) 10 of price withheld or paid
Stock Transfer Tax (Co-ops Only) $005share
FOR The SelleR
Mortgage Recording Tax and Title Insurance not required for Co-ops though title insurance is available for Co-ops at other rates
For Bulk Sale Multi Family and Commercial Property NYC Transfer Tax Rates $1425 under $500000 2625 above Mortgage Recording Tax Rates 205 under $500000 28 above $500000
When purchasing a condominium unit directly from a Sponsor the Purchaser may be required to pay New York City and New York State Transfer Taxes (See ldquoFor The Sellerrdquo section above for amounts) as well as the Sponsorrsquos attorneyrsquos fee (typically around $1500)
All costs are estimated and will vary based on transaction specifics changes in rates and taxes and other factors No representation is made as to the accuracy of these estimates Parties to transactions must consult their own counsel and refer to transaction specifics for verification of all costs
Own Attorney Approx $2000 +- as negotiated
Bank Fees (application credit appraisal bank attorney and miscellaneous) Approx $2200 as determined by bank
Short-term Interest One month max (prorated for month of closing)
Miscellaneous Recording Fees Approx $500
Mortgage Recording Fee205 of entire amount of Mortgage on Loans $500000 or under or 2175 of entire amount of Mortgage on Loans exceeding $500000
Fee Title Insurance Approx $8000 for $2000000 NYC condo based on rate schedule
Mortgagee Title Insurance Approx $1500 for $1500000 NYC condo mortgage based on rate schedule
Miscellaneous Title Charges Approx $500
Managing Agentrsquos Fee Approx $500 as determined by building
Adjustments
Common Charges Approx 1 month (prorated for month of closing)
Real estate Tax escrow Approx 8 months (prorated to closing plus 6 month escrow may include insurance)
Mansion Tax 1 of entire gross purchase price if purchase price exceeds $1000000
Move-in Deposit or Fee Approx $1000 as determined by building
lien Search (Co-ops Only) Approx $350
FOR The PURChASeR
123 - Contract of sale cooperative apartment 7-01
Prepared by The Committee on Condominiums and Cooperatives of the Real Property Section of the New York State Bar Association
CONSULT YOUR LAWYER BEFORE SIGNING THIS AGREEMENT
Contract of Sale - Cooperative Apartment
This Contract is made as of October 2010 between the Seller and the Purchaser identified below
1 Certain Definitions and Information
11 The Parties are
111 Seller
Prior names used by Seller
Address
New York NY
S S No
112 Purchaserrdquo
Address
New York NY
S S No
12 The Attorneys are (name address and telephone fax)
121 Sellers Attorneyrdquo
Giddins Claman LLP
675 Third Avenue 29th Floor
New York NY 10017
Attn Paul M Giddins Esq
(212)573-6703 Fax (212)949-1923
pgiddinsgcl-lawcom
122 Purchasers Attorney
13 The Escrowee is the Sellers Attorney
14 The Managing Agent is (name address and telephone fax)
15 The real estate Broker(s) (see para 12) isare
Lisa Lippman
Company Name Brown Harris Stevens
16 The name of the cooperative housing corporation (Corporation) is
17 The Unit number is
18 The Unit is located in Premises known as
19 The Shares are the shares of the Corporation allocated to the Unit
110 The Lease is the Corporations proprietary lease or occupancy agreement for the Unit given by the Corporation which expires on
111 Personalty is the following personal property to the extent existing in the Unit on the date hereof the refrigerators freezers ranges ovens built-in microwave ovens dishwashers garbage disposal units cabinets and
counters lighting fixtures chandeliers wall-to-wall carpeting plumbing and heating fixtures central air conditioning andor window or sleeve units washing machines dryers screens and storm windows window treatments switch plates door hardware mirrors built-ins not excluded in Paragraph 112 and
112 Specifically excluded from this sale is all personal property not included in para 111 and
113 The sale [does] [does not] include Sellers interest in
Storage Servants Room Parking Space (Included Interests)
114 The Closing is the transfer of ownership of the Shares and Lease
115 The date scheduled for Closing is 2010
(Scheduled Closing Date) at 200 PM (See para 9 and 10)
116 The Purchase Price is $
1161 The Contract Deposit is $
1162 The Balance of the Purchase Price due at Closing is
$ (See para 222)
117 The monthly Maintenance charge is $ (See para 4)
118 The Assessment if any payable to the Corporation at the date of this Contract is $ payable as follows
119 SellerPurchaser shall pay the Corporations flip tax transfer fee (apart from the transfer agent fee) andor waiver of option fee (Flip Tax) if any
120 Financing Options (Delete two of the following parapara 1 20 1 1202 or 1203)
1201 Purchaser may apply for financing in connection with this sale and Purchasers obligation to purchase under this Contract is contingent upon issuance of a Loan Commitment Letter by the Loan Commitment Date (para 1812)
1202 Purchaser may apply for financing in connection with this sale but Purchasers obligation to purchase this Contract is not contingent upon issuance of a Loan Commitment Letter
1203 Purchaser shall not apply for financing in connection with this sale
121 If para 120 1 or 1202 applies the Financing Terms for para 18 are A loan of $ for a term of 30 years or such lesser amount or shorter term as applied for or acceptable to Purchaser and the Loan Commitment Date for para 18 is 30 calendar days after the Delivery Date
122 The Delivery Date of this Contract is the date on which a fully executed counterpart of this Contract is deemed given to and received by Purchaser or Purchasers Attorney as provided in para 173
123 All Proposed Occupants of the Unit are
1231 persons and relationship to Purchaser
Purchasers
1232 pets
124 The Contract Deposit shall be held in [a non] [an] IOLA escrow account If the account is a non-IOLA account then interest shall be paid to the Party entitled to the Contract Deposit The Party receiving the interest shall pay any income taxes thereon The escrow account shall be a segregated bank account at
Depository XXXX Bank
Address (See para 27)
125 This Contract is [not] continued on attached rider(s)
2 Agreement to Sell and Purchase Purchase Price Escrow
21 Seller agrees to sell to Purchaser and Purchaser agrees to purchase from Seller the Sellers Shares Lease Personalty and any Included Interests and all other items included in this sale for the Purchase Price and upon the terms and conditions set forth in this Contract
22 The Purchase Price is payable to Seller by Purchaser as follows
221 the Contract Deposit at the time of signing this Contract by Purchasers good check to the order of Escrowee and
222 the Balance at Closing only by cashiers or official bank check or certified check of Purchaser payable to the direct order of Seller The check(s) shall be drawn on and payable by a branch of a commercial or savings bank savings and loan association or trust company located in the same City or County as the Unit Seller may direct on reasonable Notice (defined in para 17) prior to Closing that all or a portion of the Balance shall be made payable to persons other than Seller (see para 177)
3 Personalty
31 Subject to any rights of the Corporation or any holder of a mortgage to which the Lease is subordinate this sale includes all of the Sellers interest if any in the Personalty and the Included Interests
32 No consideration is being paid for the Personalty or for the Included Interests nothing shall be sold to Purchaser if the Closing does not occur
33 Prior to Closing Seller shall remove from the Unit all the furniture furnishings and other property not included in this sale and repair any damage caused by such removal
4 Representations and Covenants
41 Subject to any matter affecting title to the Premises (as to which Seller makes no representations or covenants) Seller represents and covenants that
4 11 Seller is and shall at Closing be the sole owner of the Shares Lease Personalty and Included Interests with the full right power and authority to sell and assign them Seller shall make timely provision to satisfy existing security interest(s) in the Shares and Lease and have the same delivered at Closing (See para 101)
412 the Shares were duly issued fully paid for and are non-assessable
413 the Lease is and will at Closing be in full force and effect and no notice of default under the Lease is now or will at Closing be in effect
414 the Maintenance and Assessments payable as of the date hereof are as specified in para 117 and 118
415 as of this date Seller neither has actual knowledge nor has received any written notice of any increase in Maintenance or any Assessment which has been adopted by the Board of Directors of the Corporation and is not reflected in the amounts set forth in parapara 117 and 118
416 Seller has not made any material alterations or additions to the Unit without any required consent of the Corporation or to Sellers actual knowledge without compliance with all applicable law This provision shall not survive Closing
417 Seller has not entered into shall not enter into and has no actual knowledge of any agreement (other than the Lease) affecting title to the Unit or its use andor occupancy after Closing or which would be binding on or adversely affect Purchaser after Closing (eg a sublease or alteration agreement)
418 Seller has been known by no other name for the past 10 years except as set forth in para 111
419 at Closing in accordance with para 152
4191 there shall be no judgments outstanding against Seller which have not been bonded against collection out of the Unit (Judgments)
4192 the Shares Lease Personalty and any Included Interests shall be free and clear of liens (other than the Corporations general lien on the Shares for which no monies shall be owed) encumbrances and adverse interests (Liens)
4193 all sums due to the Corporation shall be fully paid by Seller to the end of the payment period immediately preceding the date of Closing
4194 Seller shall not be indebted for labor or material which might give rise to the filing of a notice of mechanics lien against the Unit or the Premises and
4195 no violations shall be of record which the owner of the Shares and Lease would be obligated to remedy under the Lease
42 Purchaser represents and covenants that
421 Purchaser is acquiring the Shares and Lease for primary residential occupancy of the Unit solely by the Proposed Occupants identified in para 1 23
422 Purchaser is not and within the past 7 years has not been the subject of a bankruptcy proceeding
423 if para 1203 applies Purchaser shall not apply for financing in connection with this purchase
424 Each individual comprising Purchaser is over the age of 18 and is purchasing for Purchasers own account (beneficial and of record)
425 Purchaser shall not make any representations to the Corporation contrary to the foregoing and shall provide all documents in support thereof required by the Corporation in connection with Purchasers application for approval of this transaction and
426 there are not now and shall not be at Closing any unpaid tax liens or monetary judgments against Purchaser
43 Each Party covenants that its representations and covenants contained in para 4 shall be true and complete at Closing and except for para 416 shall survive Closing but any action based thereon must be instituted within one year after Closing
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 Corporations 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 Corporations shareholders under Internal Revenue Code (IRC) sect216 (or any successor statute)
6 Required Approval and References
61 This sale is subject to the unconditional consent of the Corporation
62 Purchaser shall in good faith
621 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 or if para 1201 or 1202 applies and the Loan Commitment Letter is required by the Corporation within 3 business days after the earlier of (i) the Loan Commitment Date (defined in para 12 1) or (ii) the date of receipt of the Loan Commitment Letter (defined in para 1812) whether said commitment letter is conditional or unconditional
622 attend (and cause any Proposed Occupant to attend) one or more personal interviews as requested by the Corporation and
623 promptly submit to the Corporation such further references data and documents reasonably requested by the Corporation 63 Either Party after learning of the Corporations 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 Corporations 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 para 63 the Escrowee shall refund the Contract Deposit to Purchaser 64 If such consent is refused or not given due to Purchasers bad faith conduct Purchaser shall be in default and para 131 shall govern 7 Condition of Unit and Personalty Possession 71 Seller makes no representation as to the physical condition or state of repair of the Unit the Personalty the Included Interests or the Premises Purchaser has inspected or waived inspection of the Unit the Personalty and the Included Interests and shall take the same as is as of the date of
this Contract except for reasonable wear and tear However at the time of Closing the appliances shall be in working order and required smoke detector(s) shall be installed and operable 72 At Closing Seller shall deliver possession of the Unit Personalty and Included Interests in the condition required by para 71 broom clean vacant and free of all occupants and rights of possession 8 Risk of Loss 81 The provisions of General Obligations Law Section 5-1311 as modified herein shall apply to this transaction as if it were a sale of realty For purposes of this paragraph the term Unit includes built-in Personalty 82 Destruction shall be deemed material under GOL 5-1311 if the reasonably estimated cost to restore the Unit shall exceed 5 of the Purchase Price 83 In the event of any destruction of the Unit or the Premises when neither legal title nor the possession of the Unit has been transferred to Purchaser Seller shall give Notice of the loss to Purchaser (Loss Notice) by the earlier of the date of Closing or 7 business days after the date of the loss 84 If there is material destruction of the Unit without fault of Purchaser this Contract shall be deemed canceled in accordance with para 163 unless Purchaser elects by Notice to Seller to complete the purchase with an abatement of the Purchase Price or 85 Whether or not there is any destruction of the Unit if without fault of Purchaser more than 10 of the units in the Premises are rendered uninhabitable or reasonable access to the Unit is not available then Purchaser shall have the right to cancel this Contract in accordance with para 163 by Notice to Seller 86 Purchasers Notice pursuant to para 84 or para 85 shall be given within 7 business days following the giving of the Loss Notice except that if Seller does not give a Loss Notice Purchasers Notice may be given at any time at or prior to Closing 87 In the event of any destruction of the Unit Purchaser shall not be entitled to an abatement of the Purchase Price (i) that exceeds the reasonably estimated cost of repair and restoration or (ii) for any loss that the Corporation is obliged to repair or restore but Seller shall assign to Purchaser without recourse Sellers claim if any against the Corporation with respect to such loss 9 Closing Location The Closing shall be held at the location designated by the Corporation or if no such designation is made at the office of Sellers Attorney 10 Closing 101 At Closing Seller shall deliver or cause to be delivered 1011 Sellers certificate for the Shares duly endorsed for transfer to Purchaser or accompanied by a separate duly executed stock power to Purchaser and in either case with any guarantee of Sellers signature required by the Corporation 1012 Sellers counterpart original of the Lease all assignments and assumptions in the chain of title and a duly executed assignment thereof to Purchaser in the form required by the Corporation 1013 FIRPTA documents required by para 25 1014 keys to the Unit building entrance(s) and if applicable garage mailbox storage unit and any locks in the Unit 1015 if requested an assignment to Purchaser of Sellers interest in the Personalty and Included Interests 1016 any documents and payments to comply with para 152 1017 If Seller is unable to deliver the documents required in para 1011 or 1012 then Seller shall deliver or cause to be delivered all documents and payments required by the Corporation for the issuance of anew certificate for the Shares or a new Lease 102 At Closing Purchaser shall 1021 pay the Balance in accordance with para 222 1022 execute and deliver to Seller and the Corporation an agreement assuming the Lease in the form required by the Corporation and 1023 if requested by the Corporation execute and deliver counterparts of a new lease substantially the same as the Lease for the balance of the Lease term in which case the Lease shall be canceled and surrendered to the Corporation together with Sellers assignment thereof to Purchaser
103 At Closing the Parties shall complete and execute all documents necessary 1031 for Internal Revenue Service (IRS) form 1099-S or other similar requirements 1032 to comply with smoke detector requirements and any applicable transfer tax filings and 1033 to transfer Sellers interest if any in and to the Personalty and Included Interests 104 Purchaser shall not be obligated to close unless at Closing the Corporation delivers 1041 to Purchaser a new certificate for the Shares in the name of Purchaser and 1042 a written statement by an officer or authorized agent of the Corporation consenting to the transfer of the Shares and Lease to Purchaser and setting forth the amounts of and payment status of all sums owed by Seller to the Corporation including Maintenance and any Assessments and the dates to which each has been paid 11 Closing Fees Taxes and Apportionments 11 1 At or prior to Closing 1111 Seller shall pay if applicable 11111 the cost of stock transfer stamps and 11112 transfer taxes except as set forth in para 11122 1112 Purchaser shall pay if applicable 11121 any fee imposed by the Corporation relating to Purchasers financing and 11122 transfer taxes imposed by statute primarily on Purchaser (eg the mansion tax) 112 The Flip Tax if any shall be paid by the Party specified in para 119 113 Any fee imposed by the Corporation and not specified in this Contract shall be paid by the Party upon whom such fee is expressly imposed by the Corporation and if no Party is specified by the Corporation then such fee shall be paid by Seller 114 The Parties shall apportion as of 1159 PM of the day preceding the Closing the Maintenance and any other periodic charges due the Corporation (other than Assessments) and STAR Tax Exemption (if the Unit is the beneficiary of same) based on the number of the days in the month of Closing 115 Assessments whether payable in a lump sum or installments shall not be apportioned but shall be paid by the Party who is the owner of the Shares on the date specified by the Corporation for payment Purchaser shall pay any installments payable after Closing provided Seller had the right and elected to pay the Assessment in installments 116 Each Party shall timely pay any transfer taxes for which it is primarily liable pursuant to law by cashiers official bank certified or attorneys escrow check This para 116 shall survive Closing 117 Any computational errors or omissions shall be corrected within 6 months after Closing This para 117 shall survive Closing 12 Broker 121 Each Party represents that such Party has not dealt with any person acting as a broker whether licensed or unlicensed in connection with this transaction other than the Broker(s) named in para 15 122 Seller shall pay the Brokers commission pursuant to a separate agreement The Broker(s) shall not be deemed to be a third-party beneficiary of this Contract 123 This para 12 shall survive Closing cancellation or termination of this Contract 13 Defaults Remedies and Indemnities 131 In the event of a default or misrepresentation by Purchaser Sellers sole and exclusive remedies shall be to cancel this Contract retain the Contract Deposit as liquidated damages and if applicable Seller may enforce the indemnity in para 133 as to brokerage commission or sue under para 134 Purchaser prefers to limit Purchasers exposure for actual damages to the amount of the Contract Deposit which Purchaser agrees constitutes a fair and reasonable amount of compensation for Sellers damages under the circumstances and is not a penalty The principles of real property law shall apply to this liquidated damages provision 132 In the event of a default or misrepresentation by Seller Purchaser shall have such remedies as Purchaser is entitled to at law or in equity including
specific performance because the Unit and possession thereof cannot be duplicated 133 Subject to the provisions of para 43 each Party indemnifies and holds harmless the other against and from any claim judgment loss liability cost or expense resulting from the indemnitors breach of any of its representations or covenants stated to survive Closing cancellation or termination of this Contract Purchaser indemnifies and holds harmless Seller against and from any claim judgment loss liability cost or expense resulting from the Lease obligations accruing from and after the Closing Each indemnity includes without limitation reasonable attorneys fees and disbursements court costs and litigation expenses arising from the defense of any claim and enforcement or collection of a judgment under this indemnity provided the indemnitee is given Notice and opportunity to defend the claim This para 133 shall survive Closing cancellation or termination of this Contract 134 In the event any instrument for the payment of the Contract Deposit fails of collection Seller shall have the right to sue on the uncollected instrument In addition such failure of collection shall be a default under this Contract provided Seller gives Purchaser Notice of such failure of collection and within 3 business days after Notice is given Escrowee does not receive from Purchaser an unendorsed good certified check bank check or immediately available funds in the amount of the uncollected funds Failure to cure such default shall entitle Seller to the remedies set forth in Paragraph 131 and to retain all sums as may be collected andor recovered 14 Entire Agreement Modification 141 All prior oral or written representations understandings and agreements had between the Parties with respect to the subject matter of this Contract and with the Escrowee as to para 27 are merged in this Contract which alone fully and completely expresses the Parties and Escrowees agreement 142 The Attorneys may extend in writing any of the time limitations stated in this Contract Any other provision of this Contract may be changed or waived only in writing signed by the Party or Escrowee to be charged 15 Removal of Liens and Judgments 151 Purchaser shall deliver or cause to be delivered to Seller or Sellers Attorney not less than 10 calendar days prior to the Scheduled Closing Date a Lien and Judgment search except that Liens or Judgments first disclosed in a continuation search shall be reported to Seller within 2 business days after receipt thereof but not later than the Closing Seller shall have the right to adjourn the Closing pursuant to para 16 to remove any such Liens and Judgments Failure by Purchaser to timely deliver such search or continuation search shall not constitute a waiver of Sellers covenants in para 4 as to Liens and Judgments However if the Closing is adjourned solely by reason of untimely delivery of the Lien and Judgment search the apportionments under Paragraph 113 shall be made as of 1159 PM of the day preceding the Scheduled Closing Date in para 115 152 Seller at Sellers expense shall obtain and deliver to the Purchaser the documents and payments necessary to secure the release satisfaction termination and discharge or removal of record of any Liens and Judgments Seller may use any portion of the Purchase Price for such purposes 153 This para 15 shall survive Closing 16 Sellers Inability 161 If Seller shall be unable to transfer the items set forth in para 21 in accordance with this Contract for any reason other than Sellers failure to make a required payment or other willful act or omission then Seller shall have the right to adjourn the Closing for periods not exceeding 60 calendar days in the aggregate but not extending beyond the expiration of Purchasers Loan Commitment Letter if para 1201 or 1202 applies 162 If Seller does not elect to adjourn the Closing or (if adjourned) on the adjourned date of Closing Seller is still unable to perform then unless Purchaser elects to proceed with the Closing without abatement of the Purchase Price either Party may cancel this Contract on Notice to the other Party given at any time thereafter 163 In the event of such cancellation the sole liability of Seller shall be to cause the Contract Deposit to be refunded to Purchaser and to reimburse Purchaser for the actual costs incurred for Purchases lien and title search if any
17 Notices and Contract Delivery 171 Any notice or demand (Notice) shall be in writing and delivered either by hand overnight delivery or certified or registered mail return receipt requested to the Party or and simultaneously in like manner to such Partys Attorney if any and to Escrowee at their respective addresses or to such other address as shall hereafter be designated by Notice given pursuant to this para 17 172 The Contract may be delivered as provided in para 171 or by ordinary mail 173 The Contract or each Notice shall be deemed given and received 1731 on the day delivered by hand 1732 on the business day following the date sent by overnight delivery 1733 on the 5th business day following the date sent by certified or registered mail or 1734 as to the Contract only 3 business days following the date of ordinary mailing 174 A Notice to Escrowee shall be deemed given only upon actual receipt by Escrowee 175 The Attorneys are authorized to give and receive any Notice on behalf of their respective clients 176 Failure or refusal to accept a Notice shall not invalidate the Notice 177 Notice pursuant to parapara 222 and 134 may be delivered by confirmed facsimile to the Partys Attorney and shall be deemed given when transmission is confirmed by senders facsimile machine 18 Financing Provisions 181 The provisions of parapara 181 and 182 are applicable only if para 1201 or 1202 applies 1811 An Institutional Lender is any of the following that is authorized under Federal or New York State law to issue a loan secured by the Shares and Lease and is currently extending similarly secured loan commitments in the county in which the Unit is located a bank savings bank savings and loan association trust company credit union of which Purchaser is a member mortgage banker insurance company or governmental entity 1812 A Loan Commitment Letter is a written offer from an Institutional Lender to make a loan on the Financing Terms (see para 1 2 1) at prevailing fixed or adjustable interest rates and on other customary terms generally being offered by Institutional Lenders making cooperative share loans An offer to make a loan conditional upon obtaining an appraisal satisfactory to the Institutional Lender shall not become a Loan Commitment Letter unless and until such condition is met An offer conditional upon any factor concerning Purchaser (eg sale of current home payment of outstanding debt no material adverse change in Purchasers financial condition etc) is a Loan Commitment Letter whether or not such condition is met Purchaser accepts the risk that and cannot cancel this Contract if any condition concerning Purchaser is not met 182 Purchaser directly or through a mortgage broker registered pursuant to Article 12-D of the Banking Law shall diligently and in good faith 1821 apply only to an Institutional Lender for a loan on the Financing Terms (see para 121) on the form required by the Institutional Lender containing truthful and complete information and submit such application together with such documents as the Institutional Lender requires and pay the applicable fees and charges of the Institutional Lender all of which shall be performed within 5 business days after the Delivery Date 1822 promptly submit to the Institutional Lender such further references data and documents requested by the Institutional Lender and 1823 accept a Loan Commitment Letter meeting the Financing Terms and comply with all requirements of such Loan Commitment Letter (or any other loan commitment letter accepted by Purchaser) and of the Institutional Lender in order to close the loan and 1824 furnish Seller with a copy of the Loan Commitment Letter promptly after Purchasers receipt thereof 1825 Purchaser is not required to apply to more than one Institutional Lender 183 If Paragraph 1201 applies then 1831 provided Purchaser has complied with all applicable provisions of para 182 and this para 183 Purchaser may cancel this Contract as set forth below if
18311 any Institutional Lender denies Purchasers application in writing prior to the Loan Commitment Date (see Paragraph 121) or 18312 a Loan Commitment Letter is not issued by the Institutional Lender on or before the Loan Commitment Date or 18313 any requirement of the Loan Commitment Letter other than one concerning Purchaser is not met (eg failure of the Corporation to execute and deliver the Institutional Lenders recognition agreement or other document financial condition of the Corporation owner occupancy quota etc) or 18314 (i) the Closing is adjourned by Seller or the Corporation for more than 30 business days from the Scheduled Closing Date and (ii) the Loan Commitment Letter expires on a date more than 30 business days after the Scheduled Closing Date and before the new date set for Closing pursuant to this para and (iii) Purchaser is unable in good faith to obtain from the Institutional Lender an extension of the Loan Commitment Letter or a new Loan Commitment Letter on the Financing Terms without paying additional fees to the Institutional Lender unless Seller agrees by Notice to Purchaser within 5 business days after receipt of Purchasers Notice of cancellation on such ground that Seller will pay such additional fees and Seller pays such fees when due Purchaser may not object to an adjournment by Seller for up to 30 business days solely because the Loan Commitment Letter would expire before such adjourned Closing date 1832 Purchaser shall deliver Notice of cancellation to Seller within 5 business days after the Loan Commitment Date if cancellation is pursuant to para 18311 or 18312 and on or prior to the Scheduled Closing Date if cancellation is pursuant to para 18313 or 18314 1833 If cancellation is pursuant to Paragraph 18311 then Purchaser shall deliver to Seller together with Purchasers Notice a copy of the Institutional Lenders written denial of Purchasers loan application If cancellation is pursuant to para 18313 then Purchaser shall deliver to Seller together with Purchasers Notice evidence that a requirement of the Institutional Lender was not met 1834 Seller may cancel this Contract by Notice to Purchaser sent within 5 days after the Loan Commitment Date if Purchaser shall not have sent by then either (i) Purchasers Notice of cancellation or (ii) a copy of the Loan Commitment Letter to Seller which cancellation shall become effective if Purchaser does not deliver a copy of such Loan Commitment Letter to Seller within 10 business days after the Loan Commitment Date 1835 Failure by either Purchaser or Seller to deliver Notice of cancellation as required by this para 183 shall constitute a waiver of the right to cancel under this para 183 1836 If this Contract is canceled by Purchaser pursuant to this para 183 then thereafter neither Party shall have any further rights against or obligations or liabilities to the other by reason of this Contract except that the Contract Deposit shall be promptly refunded to Purchaser and except as set forth in para 12 If this Contract is canceled by Purchaser pursuant to para 18314 then Seller shall reimburse Purchaser for any non-refundable financing and inspection expenses and other sums reimbursable pursuant to para 16 1837 Purchaser cannot cancel this Contract pursuant to 18314 and cannot obtain a refund of the Contract Deposit if the Institutional Lender fails to fund the loan 18371 because a requirement of the Loan Commitment Letter concerning Purchaser is not met (eg Purchasers financial condition or employment status suffers an adverse change Purchaser fails to satisfy a condition relating to the sale of an existing residence etc) or 18372 due to the expiration of a Loan Commitment Letter issued with an expiration date that is not more than 30 business days after the Scheduled Closing Date 19 SingularPlural and JointSeveral The use of the singular shall be deemed to include the plural and vice versa whenever the context so requires If more than one person constitutes Seller or Purchaser their obligations as such Party shall be joint and several 20 No Survival No representation andor covenant contained herein shall survive Closing except as expressly provided Payment of the Balance shall constitute a discharge and release by Purchaser of all of Sellers obligations hereunder except those expressly stated to survive Closing 21 Inspections
Purchaser and Purchasers representatives shall have the right to inspect the Unit within 48 hours prior to Closing and at other reasonable times upon reasonable request to Seller 22 Governing Law and Venue This Contract shall be governed by the laws of the State of New York without regard to principles of conflict of laws Any action or proceeding arising out of this Contract shall be brought in the county or Federal district where the Unit is located and the Parties hereby consent to said venue 23 No Assignment by Purchaser Death of Purchaser 231 Purchaser may not assign this Contract or any of Purchasers rights hereunder Any such purported assignment shall be null and void 232 This Contract shall terminate upon the death of all persons comprising Purchaser and the Contract Deposit shall be refunded to the Purchaser Upon making such refund and reimbursement neither Party shall have any further liability or claim against the other hereunder except as set forth in para 12 24 Cooperation of Parties 241 The Parties shall each cooperate with the other the Corporation and Purchasers Institutional Lender and title company if any and obtain execute and deliver such documents as are reasonably necessary to consummate this sale 242 The Parties shall timely file all required documents in connection with all governmental filings that are required by law Each Party represents to the other that its statements in such filings shall be true and complete This para 242 shall survive Closing 25 FIRPTA The parties shall comply with IRC sectsect 897 1445 and the regulations thereunder as same may be amended (FIRPTA) If applicable Seller shall execute and deliver to purchaser at Closing a Certification of Non-Foreign Status (CNS) or deliver a Withholding Certificate from the IRS If Seller fails to deliver a CNS or a Withholding Certificate Purchaser shall withhold from the Balance and remit to the IRS such sum as may be required by law Seller hereby waives any right of action against Purchaser on account of such withholding and remittance This para 25 shall survive Closing 26 Additional Requirements 261 Purchaser shall not be obligated to close unless all of the following requirements are satisfied at the time of the Closing 2611 the Corporation is in good standing 2612 the Corporation has fee or leasehold title to the Premises whether or not marketable or insurable and 2613 there is no pending in rem action tax certificatelien sale or foreclosure action of any underlying mortgage affecting the Premises 262 If any requirement in para 261 is not satisfied at the time of the Closing Purchaser shall give Seller Notice and if the same is not satisfied within a reasonable period of time thereafter then either Party may cancel this Contract (pursuant to para 163) by Notice 27 Escrow Terms 271 The Contract Deposit shall be deposited by Escrowee in an escrow account as set forth in para 124 and the proceeds held and disbursed in accordance with the terms of this Contract At Closing the Contract Deposit shall be paid by Escrowee to Seller If the Closing does not occur and either Party gives Notice to Escrowee demanding payment of the Contract Deposit Escrowee shall give prompt Notice to the other Party of such demand If Escrowee does not receive a Notice of objection to the proposed payment from such other Party within 10 business days after the giving of Escrowees Notice Escrowee is hereby authorized and directed to make such payment to the demanding party If Escrowee does receive such a Notice of objection within said period or if for any reason Escrowee in good faith elects not to make such payment Escrowee may continue to hold the Contract Deposit until otherwise directed by a joint Notice by the Parties or a final non-appealable judgment order or decree of a court of competent jurisdiction However Escrowee shall have the right at any time to deposit the Contract Deposit and the interest thereon if any with the clerk of a court in the county as set forth in para 22 and shall give Notice of such deposit to each Party Upon disposition of the Contract Deposit and
interest thereon if any in accordance with this para 27 Escrowee shall be released and discharged of all escrow obligations and liabilities 272 The Party whose Attorney is Escrowee shall be liable for loss of the Contract Deposit If the Escrowee is Sellers attorney then Purchaser shall be credited with the amount of the contract Deposit at Closing 273 Escrowee will serve without compensation Escrowee is acting solely as a stakeholder at the Parties request and for their convenience Escrowee shall not be liable to either Party for any act or omission unless it involves bad faith willful disregard of this Contract or gross negligence In the event of any dispute Seller and Purchaser shall jointly and severally (with right of contribution) defend (by attorneys selected by Escrowee) indemnify and hold harmless Escrowee from and against any claim judgment loss liability cost and expenses incurred in connection with the performance of Escrowees acts or omissions not involving bad faith willful disregard of this Contract or gross negligence This indemnity includes without limitation reasonable attorneys fees either paid to retain attorneys or representing the fair value of legal services rendered by Escrowee to itself and disbursements court costs and litigation expenses 274 Escrowee acknowledges receipt of the Contract Deposit by check subject to collection
275 Escrowee agrees to the provisions of this para 27 276 If Escrowee is the Attorney for a Party Escrowee shall be permitted to represent such Party in any dispute or lawsuit 277 This para 27 shall survive Closing cancellation or termination of this Contract 28 Margin Headings The margin headings do not constitute part of the text of this Contract 29 Miscellaneous This Contract shall not be binding unless and until Seller delivers a fully executed counterpart of this Contract to Purchaser (or Purchasers Attorney) pursuant to para 172 and 173 This Contract shall bind and inure to the benefit of the Parties hereto and their respective heirs personal and legal representatives and successors in interest 30 Lead Paint If applicable the complete and fully executed Disclosure of Information on Lead Based Paint and or Lead-Based Paint Hazards is attached hereto and made a part hereof
In Witness Whereof the Parties hereto have duly executed this Contract as of the date first above written
ESCROW TERMS AGREED TO SELLER PURCHASER GIDDINS CLAMAN LLP ESCROWEE
Rider to and Part of Contract of Sale Between as Seller and as Purchaser for Unit at New York NY
31 Purchasers Additional Representations and Covenants 3 11 Supplementing para 42 of the Contract Purchaser also represents and covenants that 3111 Purchaser has and will at Closing have available unencumbered cash and cash equivalents (including publicly traded securities) in a sum at least equal to (and having a then current value of) the Balance and 3112 Purchaser has and will at and immediately following the Closing have a positive net worth 312 the Maintenance and the monthly amount of the Assessment (if any) do not aggregate more than 25 of the current total gross monthly income of the individuals comprising the Purchaser
313 (if para 1201 or para 1202 applies) the monthly debt service (interest and amortization of principal if any) of the proposed financing together with the Maintenance and the monthly Assessment amount (if any) do not aggregate more than 35 of said current total gross monthly income 32 Supplementing paragraph 4 1 Seller has no actual knowledge of a material default or condition which the Lessee is required to cure under the Lease and which remains uncured If prior to Closing Seller acquires knowledge of a such default or condition which the Lessee would be required to cure then Seller shall cure same at or prior to Closing This provision shall not survive closing
The Parties have duly executed this Rider as of the same date as the Contract SELLER PURCHASER ______________________________ _______________________________
Note This form is intended to deal with matters common to most transactions
involving the sale of a condominium unit Provisions should be added altered or
deleted to suit the circumstances of a particular transaction No representation is
made that this form of contract complies with Section 5-702 of the General
Obligations Law (ldquoPlain Language Lawrdquo)
CONSULT YOUR LAWYER BEFORE SIGNING THIS AGREEMENT
Contract of Sale - Condominium Unit
Agreement made as of 2010 between residing at Street Apt
New York NY (ldquoSellerrdquo) and residing at (ldquoPurchaserrdquo)
1 Unit Seller agrees to sell and convey and Purchaser agrees to purchase Unit
No (ldquoUnitrdquo) in the building (ldquoBuildingrdquo) known as Condominium
(ldquoCondominiumrdquo) and located at New York NY New York together with a
XXXXX percent undivided interest in the Common Elements (as defined in para 6)
appurtenant thereto all upon and subject to the terms and conditions set forth herein The
Unit shall be as designated in the Declaration of Condominium Ownership (as the same
may be amended from time to time the ldquoDeclarationrdquo) of the Condominium recorded in
New York County New York or the By-Laws (as the same may be amended from time
to time the ldquoBy-Lawsrdquo) of the Condominium
2 Personal Property (a) The sale includes all of Sellerrsquos right title and
interest if any in and to
(i) the refrigerators freezers ranges ovens built-in microwave
ovens dishwashers washing machines clothes dryers cabinets and counters lighting
and plumbing fixtures chandeliers air conditioning equipment venetian blinds shades
screens storm windows and other window treatments wall-to-wall carpeting
bookshelves switchplates door hardware and mirrors built-ins and articles of property
and fixtures attached to or appurtenant to the Unit except those listed in subpara 2(b) all
of which included property and fixtures are represented to be owned by Seller free and
clear of all liens and encumbrances other than those encumbrances (ldquoPermitted
Exceptionsrdquo) set forth on Schedule A annexed hereto and made a part hereof (strike out
inapplicable items) to the extent any of the foregoing exist in the Unit on the date
hereof and
- 2 -
(ii)
(b) Excluded from this sale are
(i) furniture and furnishings (other than as specifically provided
in this Contract) and
(ii)
(c) The property referred to in subpara 2(a)(i) and (ii) may not be
purchased if title to the Unit is not conveyed hereunder
3 Purchase Price (a) The purchase price (ldquoPurchase Pricerdquo) is $
payable as follows
(i) $ (ldquoDownpaymentrdquo) on the signing of this Contract by
good check subject to collection the receipt of which is hereby acknowledged to be held
in escrow pursuant to para 16 and
(ii) $ constituting the balance of the Purchase Price by
certified check of Purchaser or official bank check (except as otherwise provided in this
Contract) on the delivery of the deed as hereinafter provided
(b) All checks in payment of the Purchase Price shall represent United
States currency and be drawn on or issued by a bank or trust company authorized to
accept deposits in New York State All checks in payment of the Downpayment shall be
payable to the order of Escrowee (as hereinafter defined) All checks in payment of the
balance of the Purchase Price shall be payable to the order of Seller (or as Seller
otherwise directs pursuant to subparas 6(a)(viii) or 18(b))
(c) Except for the Downpayment and checks aggregating not more than
one-half of one percent of the Purchase Price One Thousand Dollars ($100000)
including payment for closing adjustments all checks delivered by Purchaser shall be
certified or official bank checks as hereinabove provided
4 Closing of Title The closing documents referred to in para 6 shall be
delivered and payment of the balance of the Purchase Price shall be made at the closing
of title (ldquoClosingrdquo) to be held on or about at AM at the offices of
Giddins Claman LLP 675 Third Avenue 29th
Floor New York NY or at the office
of Purchaserrsquos lending institution or its counsel provided however that such office is
located in either the City or County in which either (a) Sellerrsquos attorney maintains an
office or (b) the Unit is located
5 Representations Warranties and Covenants Seller represents warrants
and covenants that
- 3 -
(a) Seller is the sole owner of the Unit and the property referred to in
subpara 2(a) and Seller has the full right power and authority to sell convey and transfer
the same
(b) The common charges (excluding separately billed utility charges) for
the Unit on the date hereof are $xxxxx per month
(c) Seller has not received any written notice of any intended assessment
or increase in common charges not reflected in subpara 5(b) Purchaser acknowledges
that it will not have the right to cancel this Contract in the event of the imposition of any
assessment or increase in common charges after the date hereof of which Seller has not
heretofore received written notice
(d) The real estate taxes for the Unit for the fiscal year of ________
through ________ are $_________ Purchaser may verify the real estate taxes on the
website of the New York City Department of Finance A printout from the website
is attached
(e) Seller is not a ldquosponsorrdquo or a nominee of a ldquosponsorrdquo under any plan of
condominium organization affecting the Unit
(f) All refrigerators freezers ranges dishwashers washing machines
clothes dryers and air conditioning equipment included in this sale will be in working
order at the time of Closing
(g) If a copy is attached to this Contract the copy of the Certificate of
Occupancy covering the Unit is a true and correct copy and
(h) Seller is not a ldquoforeign personrdquo as defined in para 17 (If inapplicable
delete and provide for compliance with Code Withholding Section as defined in para
17)
6 Closing Documents (a) At the Closing Seller shall deliver to Purchaser the
following
(i) Bargain and sale deed With covenant against grantorrsquos acts
(ldquoDeedrdquo) complying with RPL sect 339-o and containing the covenant required by LL sect
13(5) conveying to Purchaser title to the Unit together with its undivided interest in the
Common Elements (as such term is defined in the Declaration and which term shall be
deemed to include Sellerrsquos right title and interest in any limited common elements
attributable to or used in connection with the Unit) appurtenant thereto free and clear of
all liens and encumbrances other than Permitted Exceptions The Deed shall be executed
and acknowledged by Seller and if requested by the Condominium executed and
acknowledged by Purchaser in proper statutory form for recording
- 4 -
(ii) If a corporation and if required pursuant to BCL sect 909 Seller
shall deliver to Purchaser (1) a resolution of its board of directors authorizing the delivery
of the Deed and (2) a certificate executed by an officer of such corporation certifying as
to the adoption of such resolution and setting forth facts demonstrating that the delivery
of the Deed is in conformity with the requirements of BCL sect 909 The Deed shall also
contain a recital sufficient to establish compliance with such law
(iii) A waiver of right of first refusal of the board of managers of
the Condominium (ldquoBoardrdquo) if required in accordance with para 8
(iv) A statement by the Condominium or its managing agent that
the common charges and any assessments then due and payable the Condominium have
been paid to the date of the Closing
(v) All keys to the doors of and mailbox for the Unit
(vi) Such affidavits andor other evidence as the title company
(ldquoTitle Companyrdquo) from which Purchaser has ordered a title insurance report and which
is authorized to do business in New York State shall reasonably require in order to omit
from its title insurance policy all exceptions for judgments bankruptcies or other returns
against Seller and persons or entities whose names are the same as or are similar to
Sellerrsquos name
(vii) New York City Real Property Transfer Tax Return if
applicable and New York State Real Estate Transfer Tax Return prepared executed and
acknowledged by Seller in proper form for submission
(viii) Checks in payment of all applicable real property transfer
taxes except a transfer tax which by law is primarily imposed on the purchaser
(ldquoPurchaser Transfer Taxrdquo) due in connection with the sale In lieu of delivery of such
checks Seller shall have the right upon reasonable prior notice to Purchaser to cause
Purchaser to deliver said checks at the Closing and to credit the amount thereof against
the balance of the Purchase Price Seller shall pay the additional transfer taxes if any
payable after the Closing by reason of the conveyance of the Unit which obligation shall
survive the Closing
(ix) Certification that Seller is not a foreign person pursuant to
para 17 or a withholding certificate from the Internal Revenue Service (If inapplicable
delete and provide for compliance with Code Section as defined in para 17) and
(x) Affidavit that a single station smoke detecting alarm device is
installed pursuant to New York Executive Law sect378(5)
(b) At the Closing Purchaser shall deliver to Seller the following
- 5 -
(i) Checks in payment of (y) the balance of the Purchase Price in
accordance with subpara 3(b) and (z) any Purchaser Transfer Tax
(ii) If required by the Declaration or By-Laws power of attorney
to the Board prepared by Seller in the form required by the Condominium The power of
attorney shall be executed and acknowledged by Purchaser and after being recorded
shall be sent to the Condominium
(iii) New York City Real Property Transfer Tax Return executed
and acknowledged by Purchaser and an Affidavit in Lieu of Registration pursuant to New
York Multiple Dwelling Law each in proper form for submission if applicable and
(iv) If required New York State Equalization Return executed
and acknowledged by Purchaser in proper form for submission
(c) It is a condition of Purchaserrsquos obligation to close title hereunder that
(i) All notes or notices of violations of law or governmental
orders ordinances or requirements affecting the Unit and noted or issued by any
governmental department agency or bureau having jurisdiction which were noted or
issued on or prior to the date hereof shall have been cured by Seller
(ii) Any written notice to Seller from the Condominium (or its
duly authorized representative) that the Unit is in violation of the Declaration By-Laws
or rules and regulations of the Condominium shall have been cured and
(iii) The Condominium is a valid condominium created pursuant
to RPL Art 9-B and the Title Company will so insure
7 Closing Adjustments (a) The following adjustments shall be made as of
1159 PM of the day before the Closing
(i) Real estate taxes and water charges and sewer rents if
separately assessed on the basis of the fiscal period for which assessed except that if
there is a water meter with respect to the Unit apportionment shall be based on the last
available reading subject to adjustment after the Closing promptly after the next reading
is available provided however that in the event real estate taxes have not as of the date
of Closing been separately assessed to the Unit real estate taxes shall be apportioned on
the same basis as provided in the Declaration or By-Laws or in the absence of such
provision based upon the Unitrsquos percentage interest in the Common Elements
(ii) Common charges of the Condominium and
(iii) If fuel is separately stored with respect to the Unit only the
value of fuel stored with respect to the Unit at the price then charged by Sellerrsquos supplier
- 6 -
(as determined by a letter or certificate to be obtained by Seller from such supplier)
including any sales taxes
(b) If at the time of Closing the Unit is affected by an assessment which is
or may become payable in installments then for the purposes of this Contract only the
unpaid installments which are then due shall be considered due and are to be paid by
Seller at the Closing All subsequent installments at the time of Closing shall be the
obligation of Purchaser
(c) Any errors or omissions in computing closing adjustments shall be
corrected This subpara 7(c) shall survive the Closing
(d) If the Unit is located in the City of New York the ldquocustoms in respect
to title closingsrdquo recommended by The Real Estate Board of New York Inc as amended
and in effect on the date of Closing shall apply to the adjustments and other matters
therein mentioned except as otherwise provided herein
8 Right of First Refusal If so provided in the Declaration or By-Laws this
sale is subject to and conditioned upon the waiver of a right of first refusal to purchase
the Unit held by the Condominium and exercisable by the Board Seller agrees to give
notice promptly to the Board of the contemplated sale of the Unit to Purchaser which
notice shall be given in accordance with the terms of the Declaration and By-Laws and
Purchaser agrees to provide promptly all applications information and references
reasonably requested by the Board If the Board shall exercise such right of first refusal
Seller shall promptly refund to Purchaser the Downpayment (which term for all purposes
of this Contract shall be deemed to include interest if any earned thereon) and upon the
making of such refund this Contract shall be deemed cancelled and of no further force or
effect and neither party shall have any further rights against or obligations or liabilities
to the other by reason of this Contract If the Board shall fail to exercise such right of
first refusal within the time and in the manner provided for in the Declaration or By-Laws
or shall declare in writing its intention not to exercise such right of first refusal (a copy of
which writing shall be delivered to Purchaser promptly following receipt thereof) the
parties hereto shall proceed with this sale in accordance with the provisions of this
Contract
9 Processing Fee Seller shall at the Closing pay all fees and charges payable
to the Condominium (andor its managing agent) in connection with this sale and
customarily charged to Sellers by the Condominium including without limitation
any processing fee the legal fees if any of the Condominiumrsquos attorney in connection
with this sale and unless otherwise agreed to by Seller and Purchaser in writing all ldquoflip
taxesrdquo transfer or entrance fees or similar charges if any payable to or for the
Condominium or otherwise for the benefit of the Condominium unit owners which arise
by reason of this sale Purchaser shall pay all fees customarily charged to Purchasers
by the Condominium or Managing Agent
- 7 -
10 No Other Representations Purchaser has examined and is satisfied with the
Declaration By-Laws and rules and regulations of the Condominium or has waived the
examination thereof Purchaser has inspected the Unit its fixtures appliances and
equipment and the personal property if any included in this sale as well as the Common
Elements of the Condominium and knows the condition thereof and subject to subpara
5(f) agrees to accept the same ldquoas isrdquo ie in the condition they are in on the date hereof
subject to normal use wear and tear between the date hereof and the Closing Purchaser
has examined or waived examination of the last audited financial statements of the
Condominium and has considered or waived consideration of all other matters pertaining
to this Contract and to the purchase to be made hereunder and does not rely on any
representations made by any broker or by Seller or anyone acting or purporting to act on
behalf of Seller as to any matters which might influence or affect the decision to execute
this Contract or to buy the Unit or said personal property except those representations
and warranties which are specifically set forth in this Contract
11 Possession Seller shall prior to the Closing remove from the Unit all
furniture furnishings and other personal property not included in this sale shall repair
any damage caused by such removal and shall deliver exclusive possession of the Unit at
the Closing vacant broom-clean and free of tenancies or other rights of use or
possession
12 Access Seller shall permit Purchaser and its architect decorator or other
authorized persons to have the right of access to the Unit between the date hereof and the
Closing for the purpose of inspecting the same and taking measurements at reasonable
times and upon reasonable prior notice to Seller (by telephone or otherwise) Further
Purchaser shall have the right to inspect the Unit at a reasonable time during the 24-hour
period immediately preceding the Closing
13 Defaults and Remedies (a) If Purchaser defaults hereunder Sellerrsquos sole
remedy shall be to retain the Downpayment as liquidated damages it being agreed that
Sellerrsquos damages in case of Purchaserrsquos default might be impossible to ascertain and that
the Downpayment constitutes a fair and reasonable amount of damages under the
circumstances and is not a penalty
(b) If Seller defaults hereunder Purchaser shall have such remedies as
Purchaser shall be entitled to at law or in equity including but not limited to specific
performance
14 Notices Any notice request or other communication (ldquoNoticerdquo) given or
made hereunder (except for the notice required by para 12) shall be in writing and either
(a) sent by any of the parties hereto or their respective attorneys by registered or certified
mail return receipt requested postage prepaid or (b) delivered in person or by overnight
courier with receipt acknowledged to the address given at the beginning of this Contract
for the party to whom the Notice is to be given or to such other address for such party as
said party shall hereafter designate by Notice given to the other party pursuant to this
- 8 -
para 14 or (c) with respect to para 6(a)(viii) or para 18(b) sent by fax to the partyrsquos
attorney Each Notice mailed shall be deemed given on the third business day following
the date of mailing the same and each Notice delivered in person or by overnight courier
shall be deemed given when delivered A copy of each notice sent to a party shall also be
sent to the partyrsquos attorney Each notice sent by fax shall be deemed given when
transmission is confirmed by the senders fax machine The attorneys for the parties are
hereby authorized to give and receive on behalf of their clients all Notices and deliveries
15 Purchaserrsquos Lien The Downpayment and all other sums paid on account of
this Contract and the reasonable expenses of the examination of title to and departmental
violation searches in respect of the Unit are hereby made a lien upon the Unit but such
lien shall not continue after default by Purchaser hereunder
16 Downpayment in Escrow (a) Sellerrsquos attorney (ldquoEscroweerdquo) shall hold the
Downpayment in escrow in a segregated bank account at the depository identified at the
end of this Contract until Closing or sooner termination of this Contract and shall pay
over or apply the Downpayment in accordance with the terms of this para 16 Escrowee
shall hold the Downpayment in a(n) interest-bearing Escrow account for the benefit of
the parties If interest is held for the benefit of the parties it shall be paid to the party
entitled to the Downpayment and the party receiving the interest shall pay any income
taxes thereon If interest is not held for the benefit of the parties the Downpayment shall
be placed in an IOLA account or as otherwise permitted or required by law The Social
Security or Federal Identification numbers of the parties shall be furnished to Escrowee
upon request At Closing the Downpayment shall be paid by Escrowee to Seller If for
any reason Closing does not occur and either party gives Notice (as defined in paragraph
14) to Escrowee demanding payment of the Downpayment Escrowee shall give prompt
Notice to the other party of such demand If Escrowee does not receive Notice of
objection from such other party to the proposed payment within 10 business days after
the giving of such Notice Escrowee is hereby authorized and directed to make such
payment If Escrowee does receive such Notice of objection within such 10 day period or
if for any other reason Escrowee in good faith shall elect not to make such payment
Escrowee shall continue to hold such amount until otherwise directed by Notice from the
parties to this Contract or a final nonappealable judgment order or decree of a court
However Escrowee shall have the right at any time to deposit the Downpayment with the
clerk of a court in the county in which the Unit is located and shall give Notice of such
deposit to Seller and Purchaser Upon such deposit or other disbursement in accordance
with the terms of this para 16 Escrowee shall be relieved and discharged of all further
obligations and responsibilities hereunder
(b) The parties acknowledge that Escrowee is acting solely as a
stakeholder at their request and for their convenience and that Escrowee shall not be
liable to either party for any act or omission on its part unless taken or suffered in bad
faith or in willful disregard of this Contract or involving gross negligence on the part of
Escrowee Seller and Purchaser jointly and severally (with right of contribution) agree to
- 9 -
defend (by attorneys selected by Escrowee) indemnify and hold Escrowee harmless from
and against all costs claims and expenses (including reasonable attorneysrsquo fees) incurred
in connection with the performance of Escroweersquos 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 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 Escroweersquos agreement to the provisions of this para 16 by signing in
the place indicated in this Contract
(e) Escrowee or any member of its firm shall be permitted to act as
counsel for Seller in any dispute as to the disbursement of the Downpayment or any other
dispute between the parties whether or not Escrowee is in possession of the
Downpayment and continues to act as Escrowee
(f) The party whose attorney is Escrowee shall be liable for loss of the
Downpayment
17 FIRPTA Seller represents and warrants to Purchaser that Seller is not a
ldquoforeign personrdquo as defined in IRC sect 1445 as amended and the regulations issued
thereunder (ldquoCode Withholding Sectionrdquo) At the Closing Seller shall deliver to
Purchaser a certificate stating that Seller is not a foreign person in the form then required
by the Code Withholding Section or a withholding certificate from the Internal Revenue
Service In the event Seller fails to deliver the aforesaid certificate or in the event that
Purchaser is not entitled under the Code Withholding Section to rely on such certificate
Purchaser shall deduct and withhold from the Purchase Price a sum equal to 10 thereof
and shall at Closing remit the withheld amount with the required forms to the Internal
Revenue Service
18 Title Report Acceptable Title (a) Purchaser shall promptly after the date
hereof or after receipt of the mortgage commitment letter if applicable order a title
insurance report from the Title Company Promptly after receipt of the title report and
thereafter of any continuations thereof and supplements thereto Purchaser shall forward a
copy of each such report continuation or supplement to the attorney for Seller Purchaser
shall further notify Sellerrsquos attorney of any other objections to title not reflected in such
title report of which Purchaser becomes aware following the delivery of such report
reasonably promptly after becoming aware of such objections
(b) Any unpaid taxes assessments water charges and sewer rents
together with the interest and penalties thereon to a date not less than two days following
- 10 -
the date of Closing and any other liens and encumbrances which Seller is obligated to
pay and discharge or which are against corporations estates or other persons in the chain
of title together with the cost of recording or filing any instruments necessary to
discharge such liens and encumbrances of record may be paid out of the proceeds of the
monies payable at the Closing if Seller delivers to Purchaser at the Closing official bills
for such taxes assessments water charges sewer rents interest and penalties and
instruments in recordable form sufficient to discharge any other liens and encumbrances
of record Upon request made a reasonable time before the Closing Purchaser shall
provide at the Closing separate checks for the foregoing payable to the order of the holder
of any such lien charge or encumbrance and other wise complying with subpara 3(b) If
the Title Company is willing to insure Purchaser that such charges liens and
encumbrances will not be collected out of or enforced against the Unit and is willing to
insure the lien of Purchaserrsquos Institutional Lender (as hereinafter defined) free and clear
of any such charges liens and encumbrances then Seller shall have the right in lieu of
payment and discharge to deposit with the Title Company such funds or to give such
assurances or to pay such special or additional premiums as the Title Company may
require in order to so insure In such case the charges liens and encumbrances with
respect to which the Title Company has agreed so to insure shall not be considered
objections to title
(c) Seller shall convey and Purchaser shall accept fee simple title to the
Unit in accordance with the terms of this Contract subject only to (a) the Permitted
Exceptions and (b) such other matters as (i) the Title Company or any other title insurer
licensed to do business by the State of New York shall be willing without special or
additional premium to omit as exceptions to coverage or to except with insurance against
collection out of or enforcement against the Unit and (ii) shall be accepted by any lender
which has committed in writing to provide mortgage financing to Purchaser for the
purchase of the Unit (ldquoPurchaserrsquos Institutional Lenderrdquo) except that if such
acceptance by Purchaserrsquos Institutional Lender is unreasonably withheld or delayed such
acceptance shall be deemed to have been given
(d) Notwithstanding any contrary provisions in this Contract express or
implied or any contrary rule of law or custom if Seller shall be unable to convey the
Unit in accordance with this Contract (provided that Seller shall release discharge or
otherwise cure at or prior to Closing any matter created by Seller after the date hereof and
any existing mortgage unless this sale is subject to it) and if Purchaser elects not to
complete this transaction without abatement of the Purchase Price the sole obligation and
liability of Seller shall be to refund the Downpayment to Purchaser together with the
reasonable cost of the examination of title to and departmental violation searches in
respect of the Unit and upon the making of such refund and payment this Contract shall
be deemed cancelled and of no further force or effect and neither party shall have any
further rights against or obligations or liabilities to the other by reason of this Contract
However nothing contained in this subpara 18(d) shall be construed to relieve Seller
from liability due to a willful default
- 11 -
19 Risk of Loss Casualty (a) The risk of loss or damage to the Unit or the
personal property included in this sale by fire or other casualty until the earlier of the
Closing or possession of the Unit by Purchaser is assumed by Seller but without any
obligation of Seller to repair or replace any such loss or damage unless Seller elects to do
so as hereinafter provided Seller shall notify Purchaser of the occurrence of any such
loss or damage to the Unit or the personal property included in this sale within 10 days
after such occurrence or by the date of Closing whichever first occurs and by such
notice shall state whether or not Seller elects to repair or restore the Unit andor the
personal property as the case may be If Seller elects to make such repairs and
restorations Sellerrsquos notice shall set forth an adjourned date for the Closing which shall
be not more than 60 days after the date of the giving of Sellerrsquos notice If Seller either
does not elect to do so or having elected to make such repairs and restorations fails to
complete the same on or before said adjourned date for the Closing Purchaser shall have
the following options
(i) To declare this Contract cancelled and of no further force or
effect and receive a refund of the Downpayment in which event neither party shall
thereafter have any further rights against or obligations or liabilities to the other by
reason of this Contract or
(ii) To complete the purchase in accordance with this Contract
without reduction in the Purchase Price except as provided in the next sentence If Seller
carries hazard insurance covering such loss or damage Seller shall turn over to Purchaser
at the Closing the net proceeds actually collected by Seller under the provisions of such
hazard insurance policies to the extent that they are attributable to loss of or damage to
any property included in this sale less any sums theretofore expended by Seller in
repairing or replacing such loss or damage or in collecting such proceeds and Seller shall
assign (without recourse to Seller) Sellerrsquos right to receive any additional insurance
proceeds which are attributable to the loss of or damage to any property included in this
sale
(b) If Seller does not elect to make such repairs and restorations
Purchaser may exercise the resulting option under (i) or (ii) of (a) above only by notice
given to Seller within 10 days after receipt of Sellerrsquos notice If Seller elects to make such
repairs and restorations and fails to complete the same on or before the adjourned closing
date Purchaser may exercise either of the resulting options within 10 days after the
adjourned closing date
(c) In the event of any loss of or damage to the Common Elements which
materially and adversely affects access to or use of the Unit arising after the date of this
Contract but prior to the Closing Seller shall notify Purchaser of the occurrence thereof
within 10 days after such occurrence or by the date of Closing whichever occurs first in
which event Purchaser shall have the following options
- 12 -
(i) To complete the purchase in accordance with this Contract
without reduction in the Purchase Price or
(ii) To adjourn the Closing until the first to occur of (1)
completion of the repair and restoration of the loss or damage to the point that there is no
longer a materially adverse effect on the access to or use of the Unit or (2) the 60th day
after the date of the giving of Sellerrsquos aforesaid notice In the event Purchaser elects to
adjourn the Closing as aforesaid and such loss or damage is not so repaired and restored
within 60 days after the date of the giving of Sellerrsquos aforesaid notice then Purchaser
shall have the right either to (x) complete the purchase in accordance with this Contract
without reduction in the Purchase Price or (y) declare this Contract cancelled and of no
further force or effect and receive a refund of the Downpayment in which latter event
neither party shall thereafter have any further rights against or obligations or liabilities
to the other by reason of this Contract
(d) In the event of any loss of or damage to the Common Elements which
does not materially and adversely affect access to or use of the Unit Purchaser shall
accept title to the Unit in accordance with this Contract without abatement of the
Purchase Price
20 Internal Revenue Service Reporting Requirement Each party shall
execute acknowledge and deliver to the other party such instruments and take such other
actions as such other party may reasonably request in order to comply with IRC sect
6045(e) as amended or any successor provision or any regulations promulgated pursuant
thereto insofar as the same requires reporting of information in respect of real estate
transactions The provisions of this para 20 shall survive the Closing The parties
designate _________________________________ as the attorney responsible for
reporting this information as required by law
21 Broker Seller and Purchaser represent and warrant to each other that the only
real estate broker with whom they have dealt in connection with this Contract and the
transaction set forth herein is ______________________________ and that they know of
no other real estate broker who has claimed or may have the right to claim a commission
in connection with this transaction The commission of such real estate broker shall be
paid by Seller pursuant to separate agreement If no real estate broker is specified above
the parties acknowledge that this Contract was brought about by direct negotiation
between Seller and Purchaser and each represents to the other that it knows of no real
estate broker entitled to a commission in connection with this transaction Seller and
Purchaser shall indemnify and defend each other against any costs claims or expenses
(including reasonable attorneysrsquo fees) arising out of the breach on their respective parts of
any representation warranty or agreement contained in this para 21 The provisions of
this para 21 shall survive the Closing or if the Closing does not occur the termination of
this Contract
- 13 -
22 Mortgage Commitment Contingency (Delete paragraph if inapplicable) (a)
The obligation of Purchaser to purchase under this Contract is conditioned upon issuance
on or before ____________ days after a fully executed copy of this Contract is given to
Purchaser or Purchaserrsquos attorney in the manner set forth in paragraph 14 or
subparagraph 22(k) (the ldquoCommitment Daterdquo) 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 Purchasers sole cost and expense of $______________ for a term of at least _______
years (or such lesser sum or shorter term as Purchaser shall be willing to accept) at the
prevailing fixed or adjustable rate of interest and on other customary commitment terms
(the ldquoCommitmentrdquo) To the extent a Commitment is conditioned on the sale of
Purchaserrsquos current home payment of any outstanding debt no material adverse change
in Purchaserrsquos 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 Lenderrsquos approval of an appraisal shall not be deemed a ldquoCommitmentrdquo
hereunder until an appraisal is approved (and if that does not occur before the
Commitment Date Purchaser may cancel under subparagraph 22(e) unless the
Commitment Date is extended) Purchaserrsquos 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 Purchaserrsquos
election more than one Institutional Lender for such mortgage loan (ii) furnish accurate
and complete information regarding Purchaser and members of Purchaserrsquos 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 22(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 (ldquoMortgage Brokerrdquo) shall constitute full compliance with
the terms and conditions set forth in subparagraph 22(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 22
- 14 -
(e) If no Commitment is issued by the 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 22(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 22
(f) If this Contract is canceled by Purchaser pursuant to subparagraphs
22(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 21
(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 22(a) then Purchaser shall be deemed to have waived
Purchaserrsquos right to cancel this Contract and to receive a refund of the Downpayment by
reason of the contingency contained in this paragraph 22
(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 of its obligations under this
paragraph 22) and except as set forth in paragraph 21
(i) The attorneys for the parties are hereby authorized to give and receive
on behalf of their clients all Notices and deliveries under this paragraph 22
(j) For purposes of this Contract the term ldquoInstitutional Lenderrdquo 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
(k) For purposes of subparagraph (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
- 15 -
23 Gender Etc As used in this Contract the neuter includes the masculine and
feminine the singular includes the plural and the plural includes the singular as the
context may require
24 Entire Contract All prior understandings and agreements between Seller and
Purchaser are merged in this Contract and this Contract supersedes any and all
understandings and agreements between the parties and constitutes the entire agreement
between them with respect to the subject matter hereof
25 Captions The captions in this Contract are for convenience and reference
only and in no way define limit or describe the scope of this Contract and shall not be
considered in the interpretation of this Contract or any provision hereof
26 No Assignment by Purchaser Purchaser may not assign this Contract or any
of Purchaserrsquos rights hereunder
27 Successors and Assigns Subject to the provisions of para 26 the provisions
of this Contract shall bind and inure to the benefit of both Purchaser and Seller and their
respective distributees executors administrators heirs legal representatives successors
and permitted assigns
28 No Oral Changes This Contract cannot be changed or terminated orally Any
changes or additional provisions must be set forth in a rider attached hereto or in a
separate written agreement signed by both parties to this Contract
29 Contract Not Binding Until Signed This Contract shall not be binding or
effective until properly executed and delivered by Seller and Purchaser
30 Lead-Based Paint If applicable the complete and fully executed disclosure
of information on lead-based paint andor lead-based paint hazards is attached hereto and
made a part hereof
IN WITNESS WHEREOF the parties hereto have duly executed this Contract
on the day and year first above written
Seller Purchaser
_________________________________ ____________________________________
- 16 -
Agreed to as to para 16 ________________________________
Giddins Claman LLP Escrowee
Escrow Depository
Address
SCHEDULE A - Permitted Exceptions
1 Zoning laws and regulations and landmark historic or wetlands designation
which are not violated by the Unit and which are not violated by the Common Elements
to the extent that access to or use of the Unit would be materially and adversely affected
2 Consents for the erection of any structure or structures on under or above any
street or streets on which the Building may abut
3 The terms burdens covenants restrictions conditions easements and rules
and regulations set forth in the Declaration By-Laws and rules and regulations of the
Condominium the Power of Attorney from Purchaser to the board of managers of the
Condominium and the floor plans of the Condominium all as may be amended from time
to time
4 Rights of utility companies to lay maintain install and repair pipes lines
poles conduits cable boxes and related equipment on over and under the Building and
Common Elements provided that none of such rights imposes any monetary obligation
on the owner of the Unit or materially interferes with the use of or access to the Unit
5 Encroachments of stoops areas cellar steps trim cornices lintels window
sills awnings canopies ledges fences hedges coping and retaining walls projecting
from the Building over any street or highway or over any adjoining property and
encroachments of similar elements projecting from adjoining property over the Common
Elements
6 Any state of facts which an accurate survey or personal inspection of the
Building Common Elements or Unit would disclose provided that such facts do not
prevent the use of the Unit for dwelling purposes For the purposes of this Contract none
of the facts shown on the survey if any identified below shall be deemed to prevent the
use of the Unit for dwelling purposes and Purchaser shall accept title subject thereto
- 17 -
The survey referred to in No 6 above was prepared by
___________________________ dated _____________________ and last revised
____________________
7 The lien of any unpaid common charge real estate tax water charge sewer
rent or vault charge provided the same are paid or apportioned at the Closing as herein
provided
8 The lien of any unpaid assessments to the extent of installments thereof
payable after the Closing
9 Liens encumbrances and title conditions affecting the Common Elements
which do not materially and adversely affect the right of the Unit owner to use and enjoy
the Common Elements
10 Notes or notices of violations of law or governmental orders ordinances or
requirements (a) affecting the Unit and noted or issued subsequent to the date of this
Contract by any governmental department agency or bureau having jurisdiction and (b)
any such notes or notices affecting only the Common Elements which were noted or
issued prior to or on the date of this Contract or at any time hereafter
11 Any other matters or encumbrances subject to which Purchaser is required to
accept title to the Unit pursuant to this Contract
ABOUT THE SPEAKERS
Lisa Lippman Senior Vice President and Director was the 1 broker at Brown Harris Stevens in 2009 With 13 years of experience selling real estate Lisa specializes in the sale of high end cooperatives condominiums and townhomes throughout Manhattan As is clear from her record even in tough times Lisa manages to both sell and find homes for her clients
Other awards Lisa has won in the last few years include
middotWall Street Journal top 400-Lisa was 11 in the nation and 2 in Manhattan 2009middotWall Street Journal top 50 brokers in America 2007middotBrown Harris Stevens Westside Office Broker of the Year All Years 2006 - 2009 middotBrown Harris Stevens Westside Office Listing Broker of the Year 2007 2008 2009middotBrown Harris Stevens Largest New Development Deal of the Year 2009
Prior to becoming a real estate broker Lisa spent several years as a lawyer practicing litigation at two prestigious law firms She graduated from The University of Pennsylvania in 1986 and earned her law degree from Cardozo in 1990 Lisarsquos legal background affords her a keen understanding of the negotiation process as well as the complexities needed to complete the deal
A New York City resident for 24 years Lisa offers impeccable knowledge of the market as it applies across all neighborhoods She has lived downtown on the Upper East Side and has now resided on the Upper West Side for the past 14 years Additionally as the mother of three children Lisa is personally involved in the decisions all buyers face in choosing a neighborhood and a home
Lisa takes pride in being a straight-forward intelligent and honest broker She understands the individual needs of each client as well as their comfort with the purchase andor sale process Her listening talents combined with her unbeatable memory work ethic and negotiation skills allow her to service her buyers and sellers most effectively Lisa is also active in the New York community including the UJA and her childrenrsquos school All of this enables her to offer a well-rounded approach to navigating the New York real estate landscape bringing to life the nuances and charms that the City and its real estate market have to offer
LISA LIPPMANSenior Vice PresidentDirector
Lisa Lippman bull 212- 588-5606 bull fax 212-418-9733 bull llippmanbhsusacom
GIDDINS bull CLAMAN LLP
Attorneys at Law
675 THIRD AVENUE
29TH
FLOOR
NEW YORK NEW YORK 10017
(212)573-6703
FAX (212)949-1923 Paul M Giddins
Scott Claman
Giddins Claman LLP ndash Firm Biography
Giddins Claman LLP (formerly Giddins Claman amp Langs LLP) was
established in 1988 by Paul M Giddins formerly an Assistant District Attorney in
the New York County District Attorneyrsquos Office For over 20 years the firm has
specialized in real estate matters in the New York City metropolitan area with an
active transactional real estate practice Mr Giddins has specialized in residential
real estate during that time In addition to purchase sale and refinance transactions
Mr Giddins represents cooperative apartment boards of directors and condominium
boards of managers Mr Giddins also regularly gives lectures and seminars on real
estate matters for many of the prominent real estate brokerage firms in New York
Scott Claman has been in the practice of law in New York for over 26 years
and joined the firm as a member in 1996 having previously been a partner at a law
firm that specialized in the representation of cooperative apartment boards of
directors and condominium boards of managers Mr Claman is regularly engaged
in a variety of transactional real estate matters ranging from commercial leasing
mortgage financing and asset dispositions to individual apartment and house sales
In addition to individual and institutional owners of residential and commercial real
estate Mr Claman also represents cooperative apartment boards of directors and
condominium boards of managers and has given numerous lectures and seminars
on real estate matters for the Real Estate Board of New York and for many of the
prominent real estate brokerage firms in New York
Steven M Nachman serves as Of Counsel to the firm in connection with
commercial and general litigation matters Mr Nachman formerly associated with
the firm of Stroock amp Stroock amp Lavan has over 20 years of civil litigation
experience
Giddins Claman LLP is proud to provide our clients with the benefits of our
collective experience as seasoned litigators and transactional real estate specialists
while maintaining our personal commitment to represent our clients in a manner
associated with a smaller practice
ManhattanResidential Market Report
Fourth Quarter 2010
Manhattan Cooperatives and Condominiums
2 Fourth Quarter 2010
Average and Median Sale Price
Cooperative Average Sale Price
Condominium Average Sale Price
Cover Property BrownHarrisStevenscom WEB272151
Average Sale Price Median Sale Price
Prices for Manhattan apartments continued to edge upward
as their average sale price of $1432787 was 8 higher
than a year ago This marked the sixth straight quarter that
the average price has risen While the number of recorded
transactions fell 25 from a year ago the fourth quarter of 2009
was uncharacteristically busy due to pent-up demand after the
collapse of Lehman Brothers had frozen the market earlier that year
The average co-op price continued to rise sharply as
more buyers favored larger apartments compared to a year ago Two-bedroom and larger
units accounted for 45 of co-op sales up from 40 a year ago This helped push
the overall average co-op price up 17 from 2009rsquos fourth
quarter to $1158333
Condo prices averaged $1751219 during the fourth
quarter 1 higher than a year ago One-bedrooms posted the
biggest increase in average price rising 9 over the past year
to $844964
Studio 1-Bedroom 2-Bedroom 3+Bedroom All
4th Q 10 $342545 $593718 $1231116 $3150700 $1158333
3rd Q 10 $366086 $606444 $1206257 $3049980 $1156733
2nd Q 10 $356696 $597311 $1301392 $2872496 $1065814
1st Q 10 $334307 $587538 $1132150 $3098881 $1079195
4th Q 09 $345725 $585238 $1133967 $3001012 $990921
Studio 1-Bedroom 2-Bedroom 3+Bedroom All
4th Q 10 $495002 $844964 $1637638 $4567750 $1751219
3rd Q 10 $495876 $809514 $1596021 $3835376 $1724180
2nd Q 10 $464559 $840829 $1570772 $3922994 $1686690
1st Q 10 $529970 $819785 $1608375 $4250098 $1730415
4th Q 09 $554568 $772525 $1583362 $4574080 $1732362
Average Sale Price Median Sale Price
$1600000
$1400000
$1200000
$1000000
$800000
$400000
$600000
$1369883 $820000
1Q10
$1324504 $800000
4Q09
$1432787 $840000
4Q10
$1423378 $890000
3Q10
$1377135 $842779
2Q10
Fourth Quarter 2010 3
New Developments Lofts
Time on the Market
Excludes new developments and units listed over one year Based on the last asking price Excludes new developments
Average Price Per Square Foot
New development prices averaged $1099 per square foot 11 less than during the fourth quarter of 2009 This was due in part to an increase in the percent of new development sales in Northern Manhattan from 9 a year ago to 15 At $1052 the average price per square foot for loft apartments was 3 higher than during 2009rsquos fourth quarter
Apartments sold during the quarter spent an average of 113 days on the market 14 less time than a year ago Sellers received 955 of the last asking price up slightly from the fourth quarter of 2009
Asking Vs Selling Price
$700
$900
$1100
$1300 $1099
4Q10
$1238
4Q09
$1146
1Q10 2Q10
$1176
$700
$900
$1100
$1300 $1052
4Q10
$1017
4Q09
$1037
1Q10
$1066
2Q10
$1112
3Q10
$1077
3Q10
75 days
100 days
125 days
150 days 113
4Q10
132
4Q09
119
1Q10
112
2Q10
85
90
95
100 955
4Q10
954
4Q09
962
1Q10
97
3Q10
959
3Q10
966
2Q10
Generally 59th to 96th Street Fifth Avenue to the East River
Cooperative Condominium
East sidE
4 Fourth Quarter 2010
Average Price Per Square Foot
At an average of $1581971 prices for two-bedroom East Side
apartments were 14 higher than a year ago The average price fell
13 for three-bedroom and larger apartments due in part to 2 closings
of over $30 million a year ago inflating that figure Co-ops fared better than condos as the average
price per room rose for both prewar and postwar co-ops over the past year
while the average condo price per square foot fell
Average Price Per Room
4Q09 4Q10
Studio 1-Bedroom 2-Bedroom 3+Bedroom
Percent of Sales
4th Q 09 10 35 36 19
4th Q 10 11 39 28 22
Average Price
4th Q 09 $351462 $647300 $1383364 $4146087
4th Q 10 $355459 $647207 $1581971 $3605513
Change 1 0 14 -13
$100000
$300000
$150000
$200000
$250000
$350000
$400000
$50000
$200
$1000
$400
$600
$800
$1200
$1400
$0
Postwar
$204713 $210559
Prewar
$348425 $383335
4Q10
$1126
4Q09
$1168
Generally 59th to 110th Street Hudson River to West of Fifth Avenue
WEst sidE
Fourth Quarter 2010 5
Cooperative CondominiumAverage Price Per Room Average Price Per Square Foot
With the exception of studios prices rose for all other size categories of apartments on
the West Side led by a 21 gain in the average price for
three-bedroom and larger units This increase was helped by
535 West End Avenue whose three-bedroom closing prices averaged over $115 million
in the fourth quarter Co-ops remained strong as the average
price per room rose 21 for prewar and 12 for postwar co-ops on the West Side The average condo price per square
foot rose 3 to $1309 making the West Side the only
area where both co-op and condo prices were higher
than a year ago
4Q09 4Q10
Studio 1-Bedroom 2-Bedroom 3+Bedroom
Percent of Sales
4th Q 09 10 37 37 16
4th Q 10 8 33 38 21
Average Price
4th Q 09 $417466 $656421 $1326640 $3325062
4th Q 10 $391228 $766529 $1378920 $4030338
Change -6 17 4 21
$125000
$225000
$150000
$175000
$200000
$250000
$275000
$100000
$200
$1000
$400
$600
$800
$1200
$1400
$0
4Q09
$1267
4Q10
$1309
Prewar
$215967 $260653
Postwar
$189264 $212348
MidtoWn East Generally 34th to 59th Street Fifth Avenue to the East River
MidtoWn
MidtoWn WEst Generally 34th to 59th Street Hudson River to West of Fifth Avenue
6 Fourth Quarter 2010
Cooperative Condominium
Cooperative Condominium
Average Price Per Room Average Price Per Square Foot
Average Price Per Room Average Price Per Square Foot
A couple of high-end closings at The Plaza and One Beacon Court helped bring the average condo price per square foot 27 higher in the Midtown East market compared
to a year ago The average price per room fell 5 for prewar while rising
8 for postwar co-ops
The average price per square foot rose 12 for condos over the
past year in the Midtown West market A number of closings at The Sheffield and Platinum
helped bring up this figure The average price per room fell for
both prewar and postwar co-ops in this market compared
to a year ago
$175000
$100000
$125000
$150000
$200000
$225000
$1000
$250
$500
$750
$1250
$1500
4Q09 4Q10
$212198 $200857
Prewar
$188662 $204639
Postwar
$1171
4Q09
$1485
4Q10
$252044 $199029 $231213 $221850 $1180$1055
4Q10Prewar Postwar 4Q09
$1000
$250
$500
$750
$1250
$1500
4Q09 4Q10
$200000
$50000
$100000
$150000
$250000
$300000
Cooperative Condominium
Fourth Quarter 2010 7
Average Price Per Room Average Price Per Square Foot
South of 34th Street
doWntoWn
While the average price fell 23 for three-bedroom and
larger apartments Downtown from a year ago a large
number of closings at the Superior Ink building inflated 2009rsquos figure This also is a reason why the overall condo
price per square foot fell 10 from a year ago The average
co-op price per room rose 13 for prewar and 4 for
postwar units from 2009rsquos fourth quarter
4Q09 4Q10
Studio 1-Bedroom 2-Bedroom 3+Bedroom
Percent of Sales
4th Q 09 17 43 28 12
4th Q 10 16 41 31 12
Average Price
4th Q 09 $452722 $704292 $1615877 $4665379
4th Q 10 $444618 $741919 $1581625 $3605513
Change -2 5 -2 -23
Prewar
$208503 $235826
Postwar
$188600 $195854
$100000
$200000
$125000
$150000
$175000
$225000
$250000
$75000
$800
$1200
$900
$1000
$1100
$1300
$1400
$700
4Q09
$1326
4Q10
$1194
Cooperative CondominiumAverage Price Per Room Average Price Per Square Foot
Generally North of 96th Street on the East Side and 110th Street on the West Side
NEW YORK CITY bull PALM BEACH bull THE HAMPTONS bull NORTH FORK 2129069200
EAST SIDE445 Park AvenueHall F Willkie PresidentRuth McCoy EVPManaging Director of Sales
UPPER EAST SIDE1121 Madison AvenuePeter R Marra EVPManaging Director of Sales
EDWARD LEE CAVE DIVISION790 Madison AvenueCaroline E Y GuthriePresident
WEST SIDE1926 BroadwayJames M Gricar EVP Managing Director of Sales
BROOKLYN HEIGHTS129 Montague StreetChristopher Thomas EVPManaging Director of Sales
PARK SLOPE100 Seventh AvenueMaryAnn Albano EVPManaging Director of Sales
NEW DEVELOPMENT445 Park Avenue James M GricarManaging DirectorBrown Harris Stevens On-Site Marketing and Sales
Prepared by Gregory Heym Chief Economist Brown Harris Stevenscopy2010 by Brown Harris Stevens All Rights Reserved This information may not be copied used or distributed without Brown Harris Stevensrsquo consent While information is believed true no guaranty is made of accuracy
While the average price fell for three-bedroom and larger apartments it was higher for
all other size categories in Northern Manhattan Condo
prices rose slightly as their average price per square foot of $566 was up 1 from a
year ago The average price per room fell for both prewar and
postwar co-ops compared to a year ago
This report is based on 1901 reported Manhattan apartment sales 25 less than were reported during last yearrsquos comparable period
VILLAGE2 Fifth AvenueKevin Kovesci EVPManaging Director of Sales
TRIBECA43 North MooreKevin Kovesci EVPManaging Director of Sales
northErn Manhattan
Studio 1-Bedroom 2-Bedroom 3+Bedroom
Percent of Sales
4th Q 09 6 35 43 16
4th Q 10 8 38 38 16
Average Price
4th Q 09 $227611 $352759 $567332 $1101778
4th Q 10 $319798 $394509 $577071 $710832
Change 41 12 2 -35
$100
$500
$200
$300
$400
$600
$700
$0
4Q09 4Q10
4Q09
$563
4Q10
$566
$70000
$110000
$80000
$90000
$100000
$120000
$130000
$60000
Prewar
$120601 $97757
Postwar
$110104 $106330
Faculty Biographies
REAL PROPERTY SECTION gt Officer Bio
Chair Leo Genn Esq
Office Address Northside Center for Child Development 1301 Fifth Ave New York NY 10029-3119
Phone 212-426-3406 Fax 212-410-7561 Email lgenn_esqyahoocom
After working briefly as a litigator Mr Genn became House Counsel at NorthsideCenter for Child Development a Manhattan-based not for profit where he handles contract negotiations commercial leasing property management and insurance issues Mr Genn also writes government grants Before law school Mr Genn spent eight years managing commercial and residential real estate in New York City Mr Genn has also worked for New York Citys Office of Economic Development In March 2002 Mr Genns article on the notice requirements in foreclosure proceedings appeared on thecover of the New York Real Estate Law Reporter Mr Gennrsquos favorite law quote is Oliver Wendell Holmes remark A word is not a crystal transparent and unchanged it isthe skin of a living thought and may vary greatly in color and content according to thecircumstances and time in which it is used Mr Gennrsquos favorite case is Raffles v
ichelhaus and his favorite legal fiction is promissory estoppel W
Paul M Giddins Partner
Giddins Claman LLP Paul M Giddins is a partner at Giddins Claman LLP a law firm in New York City Mr Giddins received a Bachelor of Arts degree from Trinity College- Hartford and a law degree from American University Washington School of Law
LISA LIPPMAN | Senior Vice President Director | Licensed Associate Real Estate Broker
printer friendly page
1926 Broadway New York NY 10023 Tel (212) 588-5606 Fax (212) 418-9733 llippmanbhsusacom download contact info view current listings view sold listings
FEATURED PROPERTY - UPPER EAST SIDE
2COOPERATIVE
25 EAST 79TH STREET
rice $1299000
isting ID 1127158
PBedrooms 2 Baths 20 L
Lisa Lippman Senior Vice President and Director was the 1 broker at Brown Harris Stevens in 2009 With 13 years of experience selling real estate Lisa specializes in the sale of high end cooperatives condominiums and townhomes throughout Manhattan As is clear from her record even in tough times Lisa manages to both sell and find homes for her clients Other awards Lisa has won in the last few years include middotWall Street Journal top 400-Lisa was 11 in the nation and 2 in Manhattan 2009 middotWall Street Journal top 50 brokers in America 2007 middotBrown Harris Stevens Westside Office Broker of the Year All Years 2006 - 2009 middotBrown Harris Stevens Westside Office Listing Broker of the Year 2007 2008 2009 middotBrown Harris Stevens Largest New Development Deal of the Year 2009 Prior to becoming a real estate broker Lisa spent several years as a lawyer practicing litigation at two prestigious law firms She graduated from The University of Pennsylvania in 1986 and earned her law degree from Cardozo in 1990 Lisas legal background affords her a keen understanding of the negotiation process as well as the complexities needed to complete the deal A New York City resident for 24 years Lisa offers impeccable knowledge of the market as it applies across all neighborhoods She has lived downtown on the Upper East Side and has now resided on the Upper West Side for the past 14 years Additionally as the mother of three children Lisa is personally involved in the decisions all buyers face in choosing a neighborhood and a home Lisa takes pride in being a straight-forward intelligent and honest broker She understands the individual needs of each client as well as their comfort with the purchase andor sale process Her listening talents combined with her unbeatable memory work ethic and negotiation skills allow her to service her buyers and sellers most effectively Lisa is also active in the New York community including the UJA and her childrens school All of this enables her to offer a well-rounded approach to navigating the New York real estate landscape bringing to life the nuances and charms that the City and its real estate market have to offer
Generally 59th to 110th Street Hudson River to West of Fifth Avenue
WEst sidE
Third Quarter 2010 5
Cooperative CondominiumAverage Price Per Room Average Price Per Square Foot
The West Side market saw strong gains in the average co-op price per room over the past
year At $280327 the prewar co-op average price per room was 29 higher than a year ago
while the postwar price rose 8 to $202193 West Side condo
prices fell 4 from 2009rsquos third quarter to an average of $1254 per square foot
$200
$1000
$400
$600
$800
$1200
$1400
$0
$125000
$225000
$150000
$175000
$200000
$250000
$275000
$100000
3Q09 3Q10
Studio 1-Bedroom 2-Bedroom 3+Bedroom
Percent of Sales
3rd Q 09 7 40 41 12
3rd Q 10 9 30 36 25
Average Price
3rd Q 09 $401021 $629722 $1382135 $3470940
3rd Q 10 $399072 $697290 $1523268 $3353242
Change 0 11 10 -3
3Q09
$1306
3Q10
$1254
Prewar
$217459 $280327
Postwar
$186785 $202193
MidtoWn East Generally 34th to 59th Street Fifth Avenue to the East River
MidtoWn
MidtoWn WEst Generally 34th to 59th Street Hudson River to West of Fifth Avenue
6 Third Quarter 2010
Cooperative Condominium
Cooperative Condominium
Average Price Per Room Average Price Per Square Foot
Average Price Per Room Average Price Per Square Foot
The average condo price per square foot rose 14 over the past year in the Midtown East market to $1276 Co-op prices in this area were mixed with the average price per room down 2 for prewar
units but up 6 for postwar units
In the Midtown West market the average price per room for prewar co-ops jumped 96
from the third quarter of 2009 This was due to an unusually
weak number a year ago combined with a high number of Central Park South sales
inflating the figure in the third quarter of 2010
$150000
$75000
$100000
$125000
$175000
$200000
$750
$0
$250
$500
$1000
$1250
3Q09 3Q10
3Q09 3Q10
$1000
$250
$500
$750
$1250
$1500
3Q10
$1258$1237
3Q09
$200000
$50000
$100000
$150000
$250000
$300000
$138443 $271070
Prewar
$174573 $208409
Postwar
$201796 $198364
Prewar
$190801 $202708
Postwar
$1116
3Q09
$1276
3Q10
Cooperative Condominium
Third Quarter 2010 7
Average Price Per Room Average Price Per Square Foot
South of 34th Street
doWntoWn
Prices rose for both co-ops and condos in the Downtown market over the past year aided by a 43 increase in the average price for three-bedroom and
larger apartments The average co-op price per room rose 19 over the past year for prewar
units and 14 for postwar units Condo prices Downtown
averaged $1201 per square foot 5 more than during the third
quarter of 2009
3Q09 3Q10
Studio 1-Bedroom 2-Bedroom 3+Bedroom
Percent of Sales
3rd Q 09 15 47 28 10
3rd Q 10 15 45 29 11
Average Price
3rd Q 09 $426982 $711789 $1427071 $2643872
3rd Q 10 $461763 $755436 $1523264 $3776778
Change 8 6 7 43
Prewar
$196789 $234026
Postwar
$190826 $216683
3Q09
$1149
3Q10
$1201
$700
$1100
$800
$900
$1000
$1200
$1300
$600
$100000
$200000
$125000
$150000
$175000
$225000
$250000
$75000
Cooperative CondominiumAverage Price Per Room Average Price Per Square Foot
Generally North of 96th Street on the East Side and 110th Street on the West Side
NEW YORK CITY bull PALM BEACH bull THE HAMPTONS bull NORTH FORK 2129069200
EAST SIDE445 Park AvenueHall F Willkie PresidentRuth McCoy EVPManaging Director of Sales
UPPER EAST SIDE1121 Madison AvenuePeter R Marra EVPManaging Director of Sales
EDWARD LEE CAVE DIVISION790 Madison AvenueCaroline E Y GuthriePresident
WEST SIDE1926 BroadwayJames M Gricar EVP Managing Director of Sales
BROOKLYN HEIGHTS129 Montague StreetChristopher Thomas EVPManaging Director of Sales
PARK SLOPE100 Seventh AvenueMaryAnn Albano EVPManaging Director of Sales
NEW DEVELOPMENT445 Park Avenue James M GricarManaging DirectorBrown Harris Stevens On-Site Marketing and Sales
Prepared by Gregory Heym Chief Economist Brown Harris Stevenscopy2010 by Brown Harris Stevens All Rights Reserved This information may not be copied used or distributed without Brown Harris Stevensrsquo consent While information is believed true no guaranty is made of accuracy
The average price rose sharply over the past year for studio
and two-bedroom apartments in Northern Manhattan Studio
prices averaged $285719 a 24 increase from third
quarter of 2009 while the two-bedroom average price rose 20
to $621104 Condo prices averaged $618 per square foot
7 more than a year ago
This report is based on 2471 reported Manhattan apartment sales 4 more than were reported during last yearrsquos comparable period
VILLAGE2 Fifth AvenueKevin Kovesci EVPManaging Director of Sales
TRIBECA43 North MooreKevin Kovesci EVPManaging Director of Sales
northErn Manhattan
$100
$500
$200
$300
$400
$600
$700
$0
3Q09 3Q10
$60000
$100000
$70000
$80000
$90000
$110000
$120000
$50000
Studio 1-Bedroom 2-Bedroom 3+Bedroom
Percent of Sales
3rd Q 09 7 40 41 12
3rd Q 10 9 32 46 13
Average Price
3rd Q 09 $230833 $380770 $519583 $964950
3rd Q 10 $285719 $379154 $621104 $879888
Change 24 0 20 -9
3Q09
$579
3Q10
$618
Prewar
$103224 $114800
Postwar
$101221 $98244
IDENTIFYING THE
APARTMENT
A Sample Showsheet
B Cooperative Building Financials
Pure Perfection on Riverside Drive100 Riverside Drive Apartment 3A
This sprawling prewar 9 room home is simply exquisite The trees of Riverside Park greet you while you sit in
the new chefs kitchen open to a beautiful den (or dining room) on the park The gorgeous sunken living room
library and huge master bedroom also all have oversized picture windows on the park In addition there are
two more bedrooms a large formal dining room and a second windowed butlers kitchen that could easily be
made into an office The finishes of this home are perfect All of the bathrooms are brand new and outfitted
with custom stone There is central air and the closets have all been custom designed Currently configured as a
luxurious 3 bedroom plus maids and den the apartment could easily be a 4 bedroom plus library No detail has
been overlooked and there is fabulous sun trees and nature in almost every room Full service building with
storage and a new fitness center A truly unique and special home
WEB 917677
Full Service Prewar Coopbull Four Bedrooms and Four New Bathroomsbull
Maintenance $350634bull Central Air Conditioningbull
Financing Allowed 75bull New Chefs Kitchen with Large Double Ovenbull
Tax Deductability 39bull Custom Closetsbull
Storage Binbull Pets Allowedbull
Fitness Centerbull Laundry Room with Butlers Kitchenbull
$3999000 Listing Price
Exclusive Broker
Lisa Lippman bull 212-588-5606 bull fax 212-418-9733 bull llippmanbhsusacom
All information is from sources deemed reliable but is subject to errors omissions changes in price prior sale or withdrawal without notice No representation is made as to the accuracy of any description All measurements and squarefootages are approximate and all information should be confirmed by customer All rights to content photographs and graphics reserved to BHS Customer should consult with its counsel regarding all closing costs including without
limitation the New York State 1 tax paid by buyers on residential properties over $1 million BHS represents the sellerowner on BHSs own exclusives except if another agent of BHS represents the buyertenant in which case BHSwill be a dual agent with designated agents representing sellerowner and buyertenant BHS represents the buyertenant when showing the exclusives of other real estate firms In all instances BHS treats all parties fairly and honestly
BHS actively supports equal housing opportunities
Scott Moore bull 212-588-5608 bull fax 212-319-2633 bull smoorebhsusacom
Brown Harris Stevens Residential Sales LLC bull 212 906 9200 bull BrownHarrisStevenscomM A N H A T T A N bull B R O O K L Y N bull T H E H A M P T O N S bull N O R T H F O R K bull P A L M B E A C H
ldquoMAKING THE DEALrdquo
A REBNY Financial Statement
B Estimated Residential Closing Costs
C Sample Contracts (Co-op amp Condo)
D Sample Closing Breakdown
(Condo)
FINANCIAL STATEMENT
Name(s)
Address
The following is submitted as being true and accurate statement of the financial condition of the undersigned on the day of
January 20
ASSETS
Applicant
Co-Applicant
LIABILITIES
Applicant
Co-Applicant
Cash in Banks 550000 Notes Payable
Money Markets Funds 600000 To Banks
Contract Deposit 355000 To Relative
Investments Bonds amp Stocks To Others
- see schedule 1620000 Installment Accounts Payable
Investment in Own Business Automobile
Accounts amp Notes Receivable Other
Real Estate Owned-see schedule 1200000 Other Accounts Payable
Year Make Mortgages Payable on Real 535000
Automobiles 35000 Estate - see schedule
Personal Property amp Furniture 50000 Unpaid Real Estate Taxes
Life Insurance Unpaid Income Taxes
Cash Surrender Value 60000 Chattel Mortgages
Retirement FundsIRA Loans on Life Insurance
Policies
401K 200000 (Include Premium
Advances)
KEOGH Outstanding Credit Card
Loans
Profit SharingPension Plan Other Debts - Itemize
Other Assets TOTAL LIABILITIES 535000 0
TOTAL ASSETS 4670000 0 NET WORTH 4135000 0
COMBINED ASSETS
4670000
TOTAL LIABILITIES
amp NET WORTH 4670000 0
SOURCE OF INCOME
Applicant
Co-Applicant
COMBINED 4670000
Base Salary 350000 CONTINGENT LIABILITIES
Overtime Wages As Endorser or Co-Maker on Notes $ 0
Bonus amp Commissions 150000 Alimony $ 0
Dividends and Interest Income Child Support $ 0
Real Estate Income (Net) Are you defendant in any legal action Yes No
Explain
Other Income - Itemize Are there any unsatisfied judgments Yes No
TOTAL 500000 0 Have you ever taken bankruptcy Yes No
Explain GENERAL INFORMATION
Applicant
Co-Applicant
Personal Bank Accounts at
PROJECTED EXPENSES
MONTHLY
Maintenance $ 2857
Savings amp Loan Accounts at Apartment Financing $ 10078
Other Mortgages $ 2671
Bank Loans $
Purpose of Loan Auto Loan $
TOTAL $ 15606
The foregoing statements and details pertaining thereto both printed and written have been carefully read and the undersigned hereby
solemnly declares and certifies that the same is a full and correct exhibit of myour financial condition
Date 20 Signature __________________________________________
Signature __________________________________________
SCHEDULE OF BOND amp STOCKS
Amount of Shares
Description (Extended Valuation in Column)
Marketable Value
Non-Marketable Value
SCHEDULE OF REAL ESTATE
Description amp Location
Cost
Actual Value
Mortgage Amount
Maturity Date
SCHEDULE OF NOTES PAYABLE
Specify any assets pledges as collateral including the liabilities they secure
To Whom Payable
Date
Amount
Due
Interest
Pledged as Security
April 2009
ESTIMATED RESIDENTIAL CLOSING COSTS IN NEW YORK CITY
Broker As provided in exclusive with broker
Own Attorney Approx $2000 +- as negotiated
Managing Agentrsquos Fee Approx $500 + as determined by building
Move-out Deposit or Fee Approx $1000 as determined by building
New York City Transfer Tax 1 of entire gross purchase price if price is $500000 or under or 1425 of entire gross purchase price if price exceeds $500000
New York State Transfer Tax 04 (004) of gross purchase price
Bank Satisfaction of Mortgage Fees Approx $450 as determined by bank
Recording ACRIS other fees Approx $150
Gains Tax Withholding (Out of State Seller) 897 of gain
Non ndash US Resident (FIRPTA) 10 of price withheld or paid
Stock Transfer Tax (Co-ops Only) $005share
FOR The SelleR
Mortgage Recording Tax and Title Insurance not required for Co-ops though title insurance is available for Co-ops at other rates
For Bulk Sale Multi Family and Commercial Property NYC Transfer Tax Rates $1425 under $500000 2625 above Mortgage Recording Tax Rates 205 under $500000 28 above $500000
When purchasing a condominium unit directly from a Sponsor the Purchaser may be required to pay New York City and New York State Transfer Taxes (See ldquoFor The Sellerrdquo section above for amounts) as well as the Sponsorrsquos attorneyrsquos fee (typically around $1500)
All costs are estimated and will vary based on transaction specifics changes in rates and taxes and other factors No representation is made as to the accuracy of these estimates Parties to transactions must consult their own counsel and refer to transaction specifics for verification of all costs
Own Attorney Approx $2000 +- as negotiated
Bank Fees (application credit appraisal bank attorney and miscellaneous) Approx $2200 as determined by bank
Short-term Interest One month max (prorated for month of closing)
Miscellaneous Recording Fees Approx $500
Mortgage Recording Fee205 of entire amount of Mortgage on Loans $500000 or under or 2175 of entire amount of Mortgage on Loans exceeding $500000
Fee Title Insurance Approx $8000 for $2000000 NYC condo based on rate schedule
Mortgagee Title Insurance Approx $1500 for $1500000 NYC condo mortgage based on rate schedule
Miscellaneous Title Charges Approx $500
Managing Agentrsquos Fee Approx $500 as determined by building
Adjustments
Common Charges Approx 1 month (prorated for month of closing)
Real estate Tax escrow Approx 8 months (prorated to closing plus 6 month escrow may include insurance)
Mansion Tax 1 of entire gross purchase price if purchase price exceeds $1000000
Move-in Deposit or Fee Approx $1000 as determined by building
lien Search (Co-ops Only) Approx $350
FOR The PURChASeR
123 - Contract of sale cooperative apartment 7-01
Prepared by The Committee on Condominiums and Cooperatives of the Real Property Section of the New York State Bar Association
CONSULT YOUR LAWYER BEFORE SIGNING THIS AGREEMENT
Contract of Sale - Cooperative Apartment
This Contract is made as of October 2010 between the Seller and the Purchaser identified below
1 Certain Definitions and Information
11 The Parties are
111 Seller
Prior names used by Seller
Address
New York NY
S S No
112 Purchaserrdquo
Address
New York NY
S S No
12 The Attorneys are (name address and telephone fax)
121 Sellers Attorneyrdquo
Giddins Claman LLP
675 Third Avenue 29th Floor
New York NY 10017
Attn Paul M Giddins Esq
(212)573-6703 Fax (212)949-1923
pgiddinsgcl-lawcom
122 Purchasers Attorney
13 The Escrowee is the Sellers Attorney
14 The Managing Agent is (name address and telephone fax)
15 The real estate Broker(s) (see para 12) isare
Lisa Lippman
Company Name Brown Harris Stevens
16 The name of the cooperative housing corporation (Corporation) is
17 The Unit number is
18 The Unit is located in Premises known as
19 The Shares are the shares of the Corporation allocated to the Unit
110 The Lease is the Corporations proprietary lease or occupancy agreement for the Unit given by the Corporation which expires on
111 Personalty is the following personal property to the extent existing in the Unit on the date hereof the refrigerators freezers ranges ovens built-in microwave ovens dishwashers garbage disposal units cabinets and
counters lighting fixtures chandeliers wall-to-wall carpeting plumbing and heating fixtures central air conditioning andor window or sleeve units washing machines dryers screens and storm windows window treatments switch plates door hardware mirrors built-ins not excluded in Paragraph 112 and
112 Specifically excluded from this sale is all personal property not included in para 111 and
113 The sale [does] [does not] include Sellers interest in
Storage Servants Room Parking Space (Included Interests)
114 The Closing is the transfer of ownership of the Shares and Lease
115 The date scheduled for Closing is 2010
(Scheduled Closing Date) at 200 PM (See para 9 and 10)
116 The Purchase Price is $
1161 The Contract Deposit is $
1162 The Balance of the Purchase Price due at Closing is
$ (See para 222)
117 The monthly Maintenance charge is $ (See para 4)
118 The Assessment if any payable to the Corporation at the date of this Contract is $ payable as follows
119 SellerPurchaser shall pay the Corporations flip tax transfer fee (apart from the transfer agent fee) andor waiver of option fee (Flip Tax) if any
120 Financing Options (Delete two of the following parapara 1 20 1 1202 or 1203)
1201 Purchaser may apply for financing in connection with this sale and Purchasers obligation to purchase under this Contract is contingent upon issuance of a Loan Commitment Letter by the Loan Commitment Date (para 1812)
1202 Purchaser may apply for financing in connection with this sale but Purchasers obligation to purchase this Contract is not contingent upon issuance of a Loan Commitment Letter
1203 Purchaser shall not apply for financing in connection with this sale
121 If para 120 1 or 1202 applies the Financing Terms for para 18 are A loan of $ for a term of 30 years or such lesser amount or shorter term as applied for or acceptable to Purchaser and the Loan Commitment Date for para 18 is 30 calendar days after the Delivery Date
122 The Delivery Date of this Contract is the date on which a fully executed counterpart of this Contract is deemed given to and received by Purchaser or Purchasers Attorney as provided in para 173
123 All Proposed Occupants of the Unit are
1231 persons and relationship to Purchaser
Purchasers
1232 pets
124 The Contract Deposit shall be held in [a non] [an] IOLA escrow account If the account is a non-IOLA account then interest shall be paid to the Party entitled to the Contract Deposit The Party receiving the interest shall pay any income taxes thereon The escrow account shall be a segregated bank account at
Depository XXXX Bank
Address (See para 27)
125 This Contract is [not] continued on attached rider(s)
2 Agreement to Sell and Purchase Purchase Price Escrow
21 Seller agrees to sell to Purchaser and Purchaser agrees to purchase from Seller the Sellers Shares Lease Personalty and any Included Interests and all other items included in this sale for the Purchase Price and upon the terms and conditions set forth in this Contract
22 The Purchase Price is payable to Seller by Purchaser as follows
221 the Contract Deposit at the time of signing this Contract by Purchasers good check to the order of Escrowee and
222 the Balance at Closing only by cashiers or official bank check or certified check of Purchaser payable to the direct order of Seller The check(s) shall be drawn on and payable by a branch of a commercial or savings bank savings and loan association or trust company located in the same City or County as the Unit Seller may direct on reasonable Notice (defined in para 17) prior to Closing that all or a portion of the Balance shall be made payable to persons other than Seller (see para 177)
3 Personalty
31 Subject to any rights of the Corporation or any holder of a mortgage to which the Lease is subordinate this sale includes all of the Sellers interest if any in the Personalty and the Included Interests
32 No consideration is being paid for the Personalty or for the Included Interests nothing shall be sold to Purchaser if the Closing does not occur
33 Prior to Closing Seller shall remove from the Unit all the furniture furnishings and other property not included in this sale and repair any damage caused by such removal
4 Representations and Covenants
41 Subject to any matter affecting title to the Premises (as to which Seller makes no representations or covenants) Seller represents and covenants that
4 11 Seller is and shall at Closing be the sole owner of the Shares Lease Personalty and Included Interests with the full right power and authority to sell and assign them Seller shall make timely provision to satisfy existing security interest(s) in the Shares and Lease and have the same delivered at Closing (See para 101)
412 the Shares were duly issued fully paid for and are non-assessable
413 the Lease is and will at Closing be in full force and effect and no notice of default under the Lease is now or will at Closing be in effect
414 the Maintenance and Assessments payable as of the date hereof are as specified in para 117 and 118
415 as of this date Seller neither has actual knowledge nor has received any written notice of any increase in Maintenance or any Assessment which has been adopted by the Board of Directors of the Corporation and is not reflected in the amounts set forth in parapara 117 and 118
416 Seller has not made any material alterations or additions to the Unit without any required consent of the Corporation or to Sellers actual knowledge without compliance with all applicable law This provision shall not survive Closing
417 Seller has not entered into shall not enter into and has no actual knowledge of any agreement (other than the Lease) affecting title to the Unit or its use andor occupancy after Closing or which would be binding on or adversely affect Purchaser after Closing (eg a sublease or alteration agreement)
418 Seller has been known by no other name for the past 10 years except as set forth in para 111
419 at Closing in accordance with para 152
4191 there shall be no judgments outstanding against Seller which have not been bonded against collection out of the Unit (Judgments)
4192 the Shares Lease Personalty and any Included Interests shall be free and clear of liens (other than the Corporations general lien on the Shares for which no monies shall be owed) encumbrances and adverse interests (Liens)
4193 all sums due to the Corporation shall be fully paid by Seller to the end of the payment period immediately preceding the date of Closing
4194 Seller shall not be indebted for labor or material which might give rise to the filing of a notice of mechanics lien against the Unit or the Premises and
4195 no violations shall be of record which the owner of the Shares and Lease would be obligated to remedy under the Lease
42 Purchaser represents and covenants that
421 Purchaser is acquiring the Shares and Lease for primary residential occupancy of the Unit solely by the Proposed Occupants identified in para 1 23
422 Purchaser is not and within the past 7 years has not been the subject of a bankruptcy proceeding
423 if para 1203 applies Purchaser shall not apply for financing in connection with this purchase
424 Each individual comprising Purchaser is over the age of 18 and is purchasing for Purchasers own account (beneficial and of record)
425 Purchaser shall not make any representations to the Corporation contrary to the foregoing and shall provide all documents in support thereof required by the Corporation in connection with Purchasers application for approval of this transaction and
426 there are not now and shall not be at Closing any unpaid tax liens or monetary judgments against Purchaser
43 Each Party covenants that its representations and covenants contained in para 4 shall be true and complete at Closing and except for para 416 shall survive Closing but any action based thereon must be instituted within one year after Closing
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 Corporations 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 Corporations shareholders under Internal Revenue Code (IRC) sect216 (or any successor statute)
6 Required Approval and References
61 This sale is subject to the unconditional consent of the Corporation
62 Purchaser shall in good faith
621 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 or if para 1201 or 1202 applies and the Loan Commitment Letter is required by the Corporation within 3 business days after the earlier of (i) the Loan Commitment Date (defined in para 12 1) or (ii) the date of receipt of the Loan Commitment Letter (defined in para 1812) whether said commitment letter is conditional or unconditional
622 attend (and cause any Proposed Occupant to attend) one or more personal interviews as requested by the Corporation and
623 promptly submit to the Corporation such further references data and documents reasonably requested by the Corporation 63 Either Party after learning of the Corporations 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 Corporations 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 para 63 the Escrowee shall refund the Contract Deposit to Purchaser 64 If such consent is refused or not given due to Purchasers bad faith conduct Purchaser shall be in default and para 131 shall govern 7 Condition of Unit and Personalty Possession 71 Seller makes no representation as to the physical condition or state of repair of the Unit the Personalty the Included Interests or the Premises Purchaser has inspected or waived inspection of the Unit the Personalty and the Included Interests and shall take the same as is as of the date of
this Contract except for reasonable wear and tear However at the time of Closing the appliances shall be in working order and required smoke detector(s) shall be installed and operable 72 At Closing Seller shall deliver possession of the Unit Personalty and Included Interests in the condition required by para 71 broom clean vacant and free of all occupants and rights of possession 8 Risk of Loss 81 The provisions of General Obligations Law Section 5-1311 as modified herein shall apply to this transaction as if it were a sale of realty For purposes of this paragraph the term Unit includes built-in Personalty 82 Destruction shall be deemed material under GOL 5-1311 if the reasonably estimated cost to restore the Unit shall exceed 5 of the Purchase Price 83 In the event of any destruction of the Unit or the Premises when neither legal title nor the possession of the Unit has been transferred to Purchaser Seller shall give Notice of the loss to Purchaser (Loss Notice) by the earlier of the date of Closing or 7 business days after the date of the loss 84 If there is material destruction of the Unit without fault of Purchaser this Contract shall be deemed canceled in accordance with para 163 unless Purchaser elects by Notice to Seller to complete the purchase with an abatement of the Purchase Price or 85 Whether or not there is any destruction of the Unit if without fault of Purchaser more than 10 of the units in the Premises are rendered uninhabitable or reasonable access to the Unit is not available then Purchaser shall have the right to cancel this Contract in accordance with para 163 by Notice to Seller 86 Purchasers Notice pursuant to para 84 or para 85 shall be given within 7 business days following the giving of the Loss Notice except that if Seller does not give a Loss Notice Purchasers Notice may be given at any time at or prior to Closing 87 In the event of any destruction of the Unit Purchaser shall not be entitled to an abatement of the Purchase Price (i) that exceeds the reasonably estimated cost of repair and restoration or (ii) for any loss that the Corporation is obliged to repair or restore but Seller shall assign to Purchaser without recourse Sellers claim if any against the Corporation with respect to such loss 9 Closing Location The Closing shall be held at the location designated by the Corporation or if no such designation is made at the office of Sellers Attorney 10 Closing 101 At Closing Seller shall deliver or cause to be delivered 1011 Sellers certificate for the Shares duly endorsed for transfer to Purchaser or accompanied by a separate duly executed stock power to Purchaser and in either case with any guarantee of Sellers signature required by the Corporation 1012 Sellers counterpart original of the Lease all assignments and assumptions in the chain of title and a duly executed assignment thereof to Purchaser in the form required by the Corporation 1013 FIRPTA documents required by para 25 1014 keys to the Unit building entrance(s) and if applicable garage mailbox storage unit and any locks in the Unit 1015 if requested an assignment to Purchaser of Sellers interest in the Personalty and Included Interests 1016 any documents and payments to comply with para 152 1017 If Seller is unable to deliver the documents required in para 1011 or 1012 then Seller shall deliver or cause to be delivered all documents and payments required by the Corporation for the issuance of anew certificate for the Shares or a new Lease 102 At Closing Purchaser shall 1021 pay the Balance in accordance with para 222 1022 execute and deliver to Seller and the Corporation an agreement assuming the Lease in the form required by the Corporation and 1023 if requested by the Corporation execute and deliver counterparts of a new lease substantially the same as the Lease for the balance of the Lease term in which case the Lease shall be canceled and surrendered to the Corporation together with Sellers assignment thereof to Purchaser
103 At Closing the Parties shall complete and execute all documents necessary 1031 for Internal Revenue Service (IRS) form 1099-S or other similar requirements 1032 to comply with smoke detector requirements and any applicable transfer tax filings and 1033 to transfer Sellers interest if any in and to the Personalty and Included Interests 104 Purchaser shall not be obligated to close unless at Closing the Corporation delivers 1041 to Purchaser a new certificate for the Shares in the name of Purchaser and 1042 a written statement by an officer or authorized agent of the Corporation consenting to the transfer of the Shares and Lease to Purchaser and setting forth the amounts of and payment status of all sums owed by Seller to the Corporation including Maintenance and any Assessments and the dates to which each has been paid 11 Closing Fees Taxes and Apportionments 11 1 At or prior to Closing 1111 Seller shall pay if applicable 11111 the cost of stock transfer stamps and 11112 transfer taxes except as set forth in para 11122 1112 Purchaser shall pay if applicable 11121 any fee imposed by the Corporation relating to Purchasers financing and 11122 transfer taxes imposed by statute primarily on Purchaser (eg the mansion tax) 112 The Flip Tax if any shall be paid by the Party specified in para 119 113 Any fee imposed by the Corporation and not specified in this Contract shall be paid by the Party upon whom such fee is expressly imposed by the Corporation and if no Party is specified by the Corporation then such fee shall be paid by Seller 114 The Parties shall apportion as of 1159 PM of the day preceding the Closing the Maintenance and any other periodic charges due the Corporation (other than Assessments) and STAR Tax Exemption (if the Unit is the beneficiary of same) based on the number of the days in the month of Closing 115 Assessments whether payable in a lump sum or installments shall not be apportioned but shall be paid by the Party who is the owner of the Shares on the date specified by the Corporation for payment Purchaser shall pay any installments payable after Closing provided Seller had the right and elected to pay the Assessment in installments 116 Each Party shall timely pay any transfer taxes for which it is primarily liable pursuant to law by cashiers official bank certified or attorneys escrow check This para 116 shall survive Closing 117 Any computational errors or omissions shall be corrected within 6 months after Closing This para 117 shall survive Closing 12 Broker 121 Each Party represents that such Party has not dealt with any person acting as a broker whether licensed or unlicensed in connection with this transaction other than the Broker(s) named in para 15 122 Seller shall pay the Brokers commission pursuant to a separate agreement The Broker(s) shall not be deemed to be a third-party beneficiary of this Contract 123 This para 12 shall survive Closing cancellation or termination of this Contract 13 Defaults Remedies and Indemnities 131 In the event of a default or misrepresentation by Purchaser Sellers sole and exclusive remedies shall be to cancel this Contract retain the Contract Deposit as liquidated damages and if applicable Seller may enforce the indemnity in para 133 as to brokerage commission or sue under para 134 Purchaser prefers to limit Purchasers exposure for actual damages to the amount of the Contract Deposit which Purchaser agrees constitutes a fair and reasonable amount of compensation for Sellers damages under the circumstances and is not a penalty The principles of real property law shall apply to this liquidated damages provision 132 In the event of a default or misrepresentation by Seller Purchaser shall have such remedies as Purchaser is entitled to at law or in equity including
specific performance because the Unit and possession thereof cannot be duplicated 133 Subject to the provisions of para 43 each Party indemnifies and holds harmless the other against and from any claim judgment loss liability cost or expense resulting from the indemnitors breach of any of its representations or covenants stated to survive Closing cancellation or termination of this Contract Purchaser indemnifies and holds harmless Seller against and from any claim judgment loss liability cost or expense resulting from the Lease obligations accruing from and after the Closing Each indemnity includes without limitation reasonable attorneys fees and disbursements court costs and litigation expenses arising from the defense of any claim and enforcement or collection of a judgment under this indemnity provided the indemnitee is given Notice and opportunity to defend the claim This para 133 shall survive Closing cancellation or termination of this Contract 134 In the event any instrument for the payment of the Contract Deposit fails of collection Seller shall have the right to sue on the uncollected instrument In addition such failure of collection shall be a default under this Contract provided Seller gives Purchaser Notice of such failure of collection and within 3 business days after Notice is given Escrowee does not receive from Purchaser an unendorsed good certified check bank check or immediately available funds in the amount of the uncollected funds Failure to cure such default shall entitle Seller to the remedies set forth in Paragraph 131 and to retain all sums as may be collected andor recovered 14 Entire Agreement Modification 141 All prior oral or written representations understandings and agreements had between the Parties with respect to the subject matter of this Contract and with the Escrowee as to para 27 are merged in this Contract which alone fully and completely expresses the Parties and Escrowees agreement 142 The Attorneys may extend in writing any of the time limitations stated in this Contract Any other provision of this Contract may be changed or waived only in writing signed by the Party or Escrowee to be charged 15 Removal of Liens and Judgments 151 Purchaser shall deliver or cause to be delivered to Seller or Sellers Attorney not less than 10 calendar days prior to the Scheduled Closing Date a Lien and Judgment search except that Liens or Judgments first disclosed in a continuation search shall be reported to Seller within 2 business days after receipt thereof but not later than the Closing Seller shall have the right to adjourn the Closing pursuant to para 16 to remove any such Liens and Judgments Failure by Purchaser to timely deliver such search or continuation search shall not constitute a waiver of Sellers covenants in para 4 as to Liens and Judgments However if the Closing is adjourned solely by reason of untimely delivery of the Lien and Judgment search the apportionments under Paragraph 113 shall be made as of 1159 PM of the day preceding the Scheduled Closing Date in para 115 152 Seller at Sellers expense shall obtain and deliver to the Purchaser the documents and payments necessary to secure the release satisfaction termination and discharge or removal of record of any Liens and Judgments Seller may use any portion of the Purchase Price for such purposes 153 This para 15 shall survive Closing 16 Sellers Inability 161 If Seller shall be unable to transfer the items set forth in para 21 in accordance with this Contract for any reason other than Sellers failure to make a required payment or other willful act or omission then Seller shall have the right to adjourn the Closing for periods not exceeding 60 calendar days in the aggregate but not extending beyond the expiration of Purchasers Loan Commitment Letter if para 1201 or 1202 applies 162 If Seller does not elect to adjourn the Closing or (if adjourned) on the adjourned date of Closing Seller is still unable to perform then unless Purchaser elects to proceed with the Closing without abatement of the Purchase Price either Party may cancel this Contract on Notice to the other Party given at any time thereafter 163 In the event of such cancellation the sole liability of Seller shall be to cause the Contract Deposit to be refunded to Purchaser and to reimburse Purchaser for the actual costs incurred for Purchases lien and title search if any
17 Notices and Contract Delivery 171 Any notice or demand (Notice) shall be in writing and delivered either by hand overnight delivery or certified or registered mail return receipt requested to the Party or and simultaneously in like manner to such Partys Attorney if any and to Escrowee at their respective addresses or to such other address as shall hereafter be designated by Notice given pursuant to this para 17 172 The Contract may be delivered as provided in para 171 or by ordinary mail 173 The Contract or each Notice shall be deemed given and received 1731 on the day delivered by hand 1732 on the business day following the date sent by overnight delivery 1733 on the 5th business day following the date sent by certified or registered mail or 1734 as to the Contract only 3 business days following the date of ordinary mailing 174 A Notice to Escrowee shall be deemed given only upon actual receipt by Escrowee 175 The Attorneys are authorized to give and receive any Notice on behalf of their respective clients 176 Failure or refusal to accept a Notice shall not invalidate the Notice 177 Notice pursuant to parapara 222 and 134 may be delivered by confirmed facsimile to the Partys Attorney and shall be deemed given when transmission is confirmed by senders facsimile machine 18 Financing Provisions 181 The provisions of parapara 181 and 182 are applicable only if para 1201 or 1202 applies 1811 An Institutional Lender is any of the following that is authorized under Federal or New York State law to issue a loan secured by the Shares and Lease and is currently extending similarly secured loan commitments in the county in which the Unit is located a bank savings bank savings and loan association trust company credit union of which Purchaser is a member mortgage banker insurance company or governmental entity 1812 A Loan Commitment Letter is a written offer from an Institutional Lender to make a loan on the Financing Terms (see para 1 2 1) at prevailing fixed or adjustable interest rates and on other customary terms generally being offered by Institutional Lenders making cooperative share loans An offer to make a loan conditional upon obtaining an appraisal satisfactory to the Institutional Lender shall not become a Loan Commitment Letter unless and until such condition is met An offer conditional upon any factor concerning Purchaser (eg sale of current home payment of outstanding debt no material adverse change in Purchasers financial condition etc) is a Loan Commitment Letter whether or not such condition is met Purchaser accepts the risk that and cannot cancel this Contract if any condition concerning Purchaser is not met 182 Purchaser directly or through a mortgage broker registered pursuant to Article 12-D of the Banking Law shall diligently and in good faith 1821 apply only to an Institutional Lender for a loan on the Financing Terms (see para 121) on the form required by the Institutional Lender containing truthful and complete information and submit such application together with such documents as the Institutional Lender requires and pay the applicable fees and charges of the Institutional Lender all of which shall be performed within 5 business days after the Delivery Date 1822 promptly submit to the Institutional Lender such further references data and documents requested by the Institutional Lender and 1823 accept a Loan Commitment Letter meeting the Financing Terms and comply with all requirements of such Loan Commitment Letter (or any other loan commitment letter accepted by Purchaser) and of the Institutional Lender in order to close the loan and 1824 furnish Seller with a copy of the Loan Commitment Letter promptly after Purchasers receipt thereof 1825 Purchaser is not required to apply to more than one Institutional Lender 183 If Paragraph 1201 applies then 1831 provided Purchaser has complied with all applicable provisions of para 182 and this para 183 Purchaser may cancel this Contract as set forth below if
18311 any Institutional Lender denies Purchasers application in writing prior to the Loan Commitment Date (see Paragraph 121) or 18312 a Loan Commitment Letter is not issued by the Institutional Lender on or before the Loan Commitment Date or 18313 any requirement of the Loan Commitment Letter other than one concerning Purchaser is not met (eg failure of the Corporation to execute and deliver the Institutional Lenders recognition agreement or other document financial condition of the Corporation owner occupancy quota etc) or 18314 (i) the Closing is adjourned by Seller or the Corporation for more than 30 business days from the Scheduled Closing Date and (ii) the Loan Commitment Letter expires on a date more than 30 business days after the Scheduled Closing Date and before the new date set for Closing pursuant to this para and (iii) Purchaser is unable in good faith to obtain from the Institutional Lender an extension of the Loan Commitment Letter or a new Loan Commitment Letter on the Financing Terms without paying additional fees to the Institutional Lender unless Seller agrees by Notice to Purchaser within 5 business days after receipt of Purchasers Notice of cancellation on such ground that Seller will pay such additional fees and Seller pays such fees when due Purchaser may not object to an adjournment by Seller for up to 30 business days solely because the Loan Commitment Letter would expire before such adjourned Closing date 1832 Purchaser shall deliver Notice of cancellation to Seller within 5 business days after the Loan Commitment Date if cancellation is pursuant to para 18311 or 18312 and on or prior to the Scheduled Closing Date if cancellation is pursuant to para 18313 or 18314 1833 If cancellation is pursuant to Paragraph 18311 then Purchaser shall deliver to Seller together with Purchasers Notice a copy of the Institutional Lenders written denial of Purchasers loan application If cancellation is pursuant to para 18313 then Purchaser shall deliver to Seller together with Purchasers Notice evidence that a requirement of the Institutional Lender was not met 1834 Seller may cancel this Contract by Notice to Purchaser sent within 5 days after the Loan Commitment Date if Purchaser shall not have sent by then either (i) Purchasers Notice of cancellation or (ii) a copy of the Loan Commitment Letter to Seller which cancellation shall become effective if Purchaser does not deliver a copy of such Loan Commitment Letter to Seller within 10 business days after the Loan Commitment Date 1835 Failure by either Purchaser or Seller to deliver Notice of cancellation as required by this para 183 shall constitute a waiver of the right to cancel under this para 183 1836 If this Contract is canceled by Purchaser pursuant to this para 183 then thereafter neither Party shall have any further rights against or obligations or liabilities to the other by reason of this Contract except that the Contract Deposit shall be promptly refunded to Purchaser and except as set forth in para 12 If this Contract is canceled by Purchaser pursuant to para 18314 then Seller shall reimburse Purchaser for any non-refundable financing and inspection expenses and other sums reimbursable pursuant to para 16 1837 Purchaser cannot cancel this Contract pursuant to 18314 and cannot obtain a refund of the Contract Deposit if the Institutional Lender fails to fund the loan 18371 because a requirement of the Loan Commitment Letter concerning Purchaser is not met (eg Purchasers financial condition or employment status suffers an adverse change Purchaser fails to satisfy a condition relating to the sale of an existing residence etc) or 18372 due to the expiration of a Loan Commitment Letter issued with an expiration date that is not more than 30 business days after the Scheduled Closing Date 19 SingularPlural and JointSeveral The use of the singular shall be deemed to include the plural and vice versa whenever the context so requires If more than one person constitutes Seller or Purchaser their obligations as such Party shall be joint and several 20 No Survival No representation andor covenant contained herein shall survive Closing except as expressly provided Payment of the Balance shall constitute a discharge and release by Purchaser of all of Sellers obligations hereunder except those expressly stated to survive Closing 21 Inspections
Purchaser and Purchasers representatives shall have the right to inspect the Unit within 48 hours prior to Closing and at other reasonable times upon reasonable request to Seller 22 Governing Law and Venue This Contract shall be governed by the laws of the State of New York without regard to principles of conflict of laws Any action or proceeding arising out of this Contract shall be brought in the county or Federal district where the Unit is located and the Parties hereby consent to said venue 23 No Assignment by Purchaser Death of Purchaser 231 Purchaser may not assign this Contract or any of Purchasers rights hereunder Any such purported assignment shall be null and void 232 This Contract shall terminate upon the death of all persons comprising Purchaser and the Contract Deposit shall be refunded to the Purchaser Upon making such refund and reimbursement neither Party shall have any further liability or claim against the other hereunder except as set forth in para 12 24 Cooperation of Parties 241 The Parties shall each cooperate with the other the Corporation and Purchasers Institutional Lender and title company if any and obtain execute and deliver such documents as are reasonably necessary to consummate this sale 242 The Parties shall timely file all required documents in connection with all governmental filings that are required by law Each Party represents to the other that its statements in such filings shall be true and complete This para 242 shall survive Closing 25 FIRPTA The parties shall comply with IRC sectsect 897 1445 and the regulations thereunder as same may be amended (FIRPTA) If applicable Seller shall execute and deliver to purchaser at Closing a Certification of Non-Foreign Status (CNS) or deliver a Withholding Certificate from the IRS If Seller fails to deliver a CNS or a Withholding Certificate Purchaser shall withhold from the Balance and remit to the IRS such sum as may be required by law Seller hereby waives any right of action against Purchaser on account of such withholding and remittance This para 25 shall survive Closing 26 Additional Requirements 261 Purchaser shall not be obligated to close unless all of the following requirements are satisfied at the time of the Closing 2611 the Corporation is in good standing 2612 the Corporation has fee or leasehold title to the Premises whether or not marketable or insurable and 2613 there is no pending in rem action tax certificatelien sale or foreclosure action of any underlying mortgage affecting the Premises 262 If any requirement in para 261 is not satisfied at the time of the Closing Purchaser shall give Seller Notice and if the same is not satisfied within a reasonable period of time thereafter then either Party may cancel this Contract (pursuant to para 163) by Notice 27 Escrow Terms 271 The Contract Deposit shall be deposited by Escrowee in an escrow account as set forth in para 124 and the proceeds held and disbursed in accordance with the terms of this Contract At Closing the Contract Deposit shall be paid by Escrowee to Seller If the Closing does not occur and either Party gives Notice to Escrowee demanding payment of the Contract Deposit Escrowee shall give prompt Notice to the other Party of such demand If Escrowee does not receive a Notice of objection to the proposed payment from such other Party within 10 business days after the giving of Escrowees Notice Escrowee is hereby authorized and directed to make such payment to the demanding party If Escrowee does receive such a Notice of objection within said period or if for any reason Escrowee in good faith elects not to make such payment Escrowee may continue to hold the Contract Deposit until otherwise directed by a joint Notice by the Parties or a final non-appealable judgment order or decree of a court of competent jurisdiction However Escrowee shall have the right at any time to deposit the Contract Deposit and the interest thereon if any with the clerk of a court in the county as set forth in para 22 and shall give Notice of such deposit to each Party Upon disposition of the Contract Deposit and
interest thereon if any in accordance with this para 27 Escrowee shall be released and discharged of all escrow obligations and liabilities 272 The Party whose Attorney is Escrowee shall be liable for loss of the Contract Deposit If the Escrowee is Sellers attorney then Purchaser shall be credited with the amount of the contract Deposit at Closing 273 Escrowee will serve without compensation Escrowee is acting solely as a stakeholder at the Parties request and for their convenience Escrowee shall not be liable to either Party for any act or omission unless it involves bad faith willful disregard of this Contract or gross negligence In the event of any dispute Seller and Purchaser shall jointly and severally (with right of contribution) defend (by attorneys selected by Escrowee) indemnify and hold harmless Escrowee from and against any claim judgment loss liability cost and expenses incurred in connection with the performance of Escrowees acts or omissions not involving bad faith willful disregard of this Contract or gross negligence This indemnity includes without limitation reasonable attorneys fees either paid to retain attorneys or representing the fair value of legal services rendered by Escrowee to itself and disbursements court costs and litigation expenses 274 Escrowee acknowledges receipt of the Contract Deposit by check subject to collection
275 Escrowee agrees to the provisions of this para 27 276 If Escrowee is the Attorney for a Party Escrowee shall be permitted to represent such Party in any dispute or lawsuit 277 This para 27 shall survive Closing cancellation or termination of this Contract 28 Margin Headings The margin headings do not constitute part of the text of this Contract 29 Miscellaneous This Contract shall not be binding unless and until Seller delivers a fully executed counterpart of this Contract to Purchaser (or Purchasers Attorney) pursuant to para 172 and 173 This Contract shall bind and inure to the benefit of the Parties hereto and their respective heirs personal and legal representatives and successors in interest 30 Lead Paint If applicable the complete and fully executed Disclosure of Information on Lead Based Paint and or Lead-Based Paint Hazards is attached hereto and made a part hereof
In Witness Whereof the Parties hereto have duly executed this Contract as of the date first above written
ESCROW TERMS AGREED TO SELLER PURCHASER GIDDINS CLAMAN LLP ESCROWEE
Rider to and Part of Contract of Sale Between as Seller and as Purchaser for Unit at New York NY
31 Purchasers Additional Representations and Covenants 3 11 Supplementing para 42 of the Contract Purchaser also represents and covenants that 3111 Purchaser has and will at Closing have available unencumbered cash and cash equivalents (including publicly traded securities) in a sum at least equal to (and having a then current value of) the Balance and 3112 Purchaser has and will at and immediately following the Closing have a positive net worth 312 the Maintenance and the monthly amount of the Assessment (if any) do not aggregate more than 25 of the current total gross monthly income of the individuals comprising the Purchaser
313 (if para 1201 or para 1202 applies) the monthly debt service (interest and amortization of principal if any) of the proposed financing together with the Maintenance and the monthly Assessment amount (if any) do not aggregate more than 35 of said current total gross monthly income 32 Supplementing paragraph 4 1 Seller has no actual knowledge of a material default or condition which the Lessee is required to cure under the Lease and which remains uncured If prior to Closing Seller acquires knowledge of a such default or condition which the Lessee would be required to cure then Seller shall cure same at or prior to Closing This provision shall not survive closing
The Parties have duly executed this Rider as of the same date as the Contract SELLER PURCHASER ______________________________ _______________________________
Note This form is intended to deal with matters common to most transactions
involving the sale of a condominium unit Provisions should be added altered or
deleted to suit the circumstances of a particular transaction No representation is
made that this form of contract complies with Section 5-702 of the General
Obligations Law (ldquoPlain Language Lawrdquo)
CONSULT YOUR LAWYER BEFORE SIGNING THIS AGREEMENT
Contract of Sale - Condominium Unit
Agreement made as of 2010 between residing at Street Apt
New York NY (ldquoSellerrdquo) and residing at (ldquoPurchaserrdquo)
1 Unit Seller agrees to sell and convey and Purchaser agrees to purchase Unit
No (ldquoUnitrdquo) in the building (ldquoBuildingrdquo) known as Condominium
(ldquoCondominiumrdquo) and located at New York NY New York together with a
XXXXX percent undivided interest in the Common Elements (as defined in para 6)
appurtenant thereto all upon and subject to the terms and conditions set forth herein The
Unit shall be as designated in the Declaration of Condominium Ownership (as the same
may be amended from time to time the ldquoDeclarationrdquo) of the Condominium recorded in
New York County New York or the By-Laws (as the same may be amended from time
to time the ldquoBy-Lawsrdquo) of the Condominium
2 Personal Property (a) The sale includes all of Sellerrsquos right title and
interest if any in and to
(i) the refrigerators freezers ranges ovens built-in microwave
ovens dishwashers washing machines clothes dryers cabinets and counters lighting
and plumbing fixtures chandeliers air conditioning equipment venetian blinds shades
screens storm windows and other window treatments wall-to-wall carpeting
bookshelves switchplates door hardware and mirrors built-ins and articles of property
and fixtures attached to or appurtenant to the Unit except those listed in subpara 2(b) all
of which included property and fixtures are represented to be owned by Seller free and
clear of all liens and encumbrances other than those encumbrances (ldquoPermitted
Exceptionsrdquo) set forth on Schedule A annexed hereto and made a part hereof (strike out
inapplicable items) to the extent any of the foregoing exist in the Unit on the date
hereof and
- 2 -
(ii)
(b) Excluded from this sale are
(i) furniture and furnishings (other than as specifically provided
in this Contract) and
(ii)
(c) The property referred to in subpara 2(a)(i) and (ii) may not be
purchased if title to the Unit is not conveyed hereunder
3 Purchase Price (a) The purchase price (ldquoPurchase Pricerdquo) is $
payable as follows
(i) $ (ldquoDownpaymentrdquo) on the signing of this Contract by
good check subject to collection the receipt of which is hereby acknowledged to be held
in escrow pursuant to para 16 and
(ii) $ constituting the balance of the Purchase Price by
certified check of Purchaser or official bank check (except as otherwise provided in this
Contract) on the delivery of the deed as hereinafter provided
(b) All checks in payment of the Purchase Price shall represent United
States currency and be drawn on or issued by a bank or trust company authorized to
accept deposits in New York State All checks in payment of the Downpayment shall be
payable to the order of Escrowee (as hereinafter defined) All checks in payment of the
balance of the Purchase Price shall be payable to the order of Seller (or as Seller
otherwise directs pursuant to subparas 6(a)(viii) or 18(b))
(c) Except for the Downpayment and checks aggregating not more than
one-half of one percent of the Purchase Price One Thousand Dollars ($100000)
including payment for closing adjustments all checks delivered by Purchaser shall be
certified or official bank checks as hereinabove provided
4 Closing of Title The closing documents referred to in para 6 shall be
delivered and payment of the balance of the Purchase Price shall be made at the closing
of title (ldquoClosingrdquo) to be held on or about at AM at the offices of
Giddins Claman LLP 675 Third Avenue 29th
Floor New York NY or at the office
of Purchaserrsquos lending institution or its counsel provided however that such office is
located in either the City or County in which either (a) Sellerrsquos attorney maintains an
office or (b) the Unit is located
5 Representations Warranties and Covenants Seller represents warrants
and covenants that
- 3 -
(a) Seller is the sole owner of the Unit and the property referred to in
subpara 2(a) and Seller has the full right power and authority to sell convey and transfer
the same
(b) The common charges (excluding separately billed utility charges) for
the Unit on the date hereof are $xxxxx per month
(c) Seller has not received any written notice of any intended assessment
or increase in common charges not reflected in subpara 5(b) Purchaser acknowledges
that it will not have the right to cancel this Contract in the event of the imposition of any
assessment or increase in common charges after the date hereof of which Seller has not
heretofore received written notice
(d) The real estate taxes for the Unit for the fiscal year of ________
through ________ are $_________ Purchaser may verify the real estate taxes on the
website of the New York City Department of Finance A printout from the website
is attached
(e) Seller is not a ldquosponsorrdquo or a nominee of a ldquosponsorrdquo under any plan of
condominium organization affecting the Unit
(f) All refrigerators freezers ranges dishwashers washing machines
clothes dryers and air conditioning equipment included in this sale will be in working
order at the time of Closing
(g) If a copy is attached to this Contract the copy of the Certificate of
Occupancy covering the Unit is a true and correct copy and
(h) Seller is not a ldquoforeign personrdquo as defined in para 17 (If inapplicable
delete and provide for compliance with Code Withholding Section as defined in para
17)
6 Closing Documents (a) At the Closing Seller shall deliver to Purchaser the
following
(i) Bargain and sale deed With covenant against grantorrsquos acts
(ldquoDeedrdquo) complying with RPL sect 339-o and containing the covenant required by LL sect
13(5) conveying to Purchaser title to the Unit together with its undivided interest in the
Common Elements (as such term is defined in the Declaration and which term shall be
deemed to include Sellerrsquos right title and interest in any limited common elements
attributable to or used in connection with the Unit) appurtenant thereto free and clear of
all liens and encumbrances other than Permitted Exceptions The Deed shall be executed
and acknowledged by Seller and if requested by the Condominium executed and
acknowledged by Purchaser in proper statutory form for recording
- 4 -
(ii) If a corporation and if required pursuant to BCL sect 909 Seller
shall deliver to Purchaser (1) a resolution of its board of directors authorizing the delivery
of the Deed and (2) a certificate executed by an officer of such corporation certifying as
to the adoption of such resolution and setting forth facts demonstrating that the delivery
of the Deed is in conformity with the requirements of BCL sect 909 The Deed shall also
contain a recital sufficient to establish compliance with such law
(iii) A waiver of right of first refusal of the board of managers of
the Condominium (ldquoBoardrdquo) if required in accordance with para 8
(iv) A statement by the Condominium or its managing agent that
the common charges and any assessments then due and payable the Condominium have
been paid to the date of the Closing
(v) All keys to the doors of and mailbox for the Unit
(vi) Such affidavits andor other evidence as the title company
(ldquoTitle Companyrdquo) from which Purchaser has ordered a title insurance report and which
is authorized to do business in New York State shall reasonably require in order to omit
from its title insurance policy all exceptions for judgments bankruptcies or other returns
against Seller and persons or entities whose names are the same as or are similar to
Sellerrsquos name
(vii) New York City Real Property Transfer Tax Return if
applicable and New York State Real Estate Transfer Tax Return prepared executed and
acknowledged by Seller in proper form for submission
(viii) Checks in payment of all applicable real property transfer
taxes except a transfer tax which by law is primarily imposed on the purchaser
(ldquoPurchaser Transfer Taxrdquo) due in connection with the sale In lieu of delivery of such
checks Seller shall have the right upon reasonable prior notice to Purchaser to cause
Purchaser to deliver said checks at the Closing and to credit the amount thereof against
the balance of the Purchase Price Seller shall pay the additional transfer taxes if any
payable after the Closing by reason of the conveyance of the Unit which obligation shall
survive the Closing
(ix) Certification that Seller is not a foreign person pursuant to
para 17 or a withholding certificate from the Internal Revenue Service (If inapplicable
delete and provide for compliance with Code Section as defined in para 17) and
(x) Affidavit that a single station smoke detecting alarm device is
installed pursuant to New York Executive Law sect378(5)
(b) At the Closing Purchaser shall deliver to Seller the following
- 5 -
(i) Checks in payment of (y) the balance of the Purchase Price in
accordance with subpara 3(b) and (z) any Purchaser Transfer Tax
(ii) If required by the Declaration or By-Laws power of attorney
to the Board prepared by Seller in the form required by the Condominium The power of
attorney shall be executed and acknowledged by Purchaser and after being recorded
shall be sent to the Condominium
(iii) New York City Real Property Transfer Tax Return executed
and acknowledged by Purchaser and an Affidavit in Lieu of Registration pursuant to New
York Multiple Dwelling Law each in proper form for submission if applicable and
(iv) If required New York State Equalization Return executed
and acknowledged by Purchaser in proper form for submission
(c) It is a condition of Purchaserrsquos obligation to close title hereunder that
(i) All notes or notices of violations of law or governmental
orders ordinances or requirements affecting the Unit and noted or issued by any
governmental department agency or bureau having jurisdiction which were noted or
issued on or prior to the date hereof shall have been cured by Seller
(ii) Any written notice to Seller from the Condominium (or its
duly authorized representative) that the Unit is in violation of the Declaration By-Laws
or rules and regulations of the Condominium shall have been cured and
(iii) The Condominium is a valid condominium created pursuant
to RPL Art 9-B and the Title Company will so insure
7 Closing Adjustments (a) The following adjustments shall be made as of
1159 PM of the day before the Closing
(i) Real estate taxes and water charges and sewer rents if
separately assessed on the basis of the fiscal period for which assessed except that if
there is a water meter with respect to the Unit apportionment shall be based on the last
available reading subject to adjustment after the Closing promptly after the next reading
is available provided however that in the event real estate taxes have not as of the date
of Closing been separately assessed to the Unit real estate taxes shall be apportioned on
the same basis as provided in the Declaration or By-Laws or in the absence of such
provision based upon the Unitrsquos percentage interest in the Common Elements
(ii) Common charges of the Condominium and
(iii) If fuel is separately stored with respect to the Unit only the
value of fuel stored with respect to the Unit at the price then charged by Sellerrsquos supplier
- 6 -
(as determined by a letter or certificate to be obtained by Seller from such supplier)
including any sales taxes
(b) If at the time of Closing the Unit is affected by an assessment which is
or may become payable in installments then for the purposes of this Contract only the
unpaid installments which are then due shall be considered due and are to be paid by
Seller at the Closing All subsequent installments at the time of Closing shall be the
obligation of Purchaser
(c) Any errors or omissions in computing closing adjustments shall be
corrected This subpara 7(c) shall survive the Closing
(d) If the Unit is located in the City of New York the ldquocustoms in respect
to title closingsrdquo recommended by The Real Estate Board of New York Inc as amended
and in effect on the date of Closing shall apply to the adjustments and other matters
therein mentioned except as otherwise provided herein
8 Right of First Refusal If so provided in the Declaration or By-Laws this
sale is subject to and conditioned upon the waiver of a right of first refusal to purchase
the Unit held by the Condominium and exercisable by the Board Seller agrees to give
notice promptly to the Board of the contemplated sale of the Unit to Purchaser which
notice shall be given in accordance with the terms of the Declaration and By-Laws and
Purchaser agrees to provide promptly all applications information and references
reasonably requested by the Board If the Board shall exercise such right of first refusal
Seller shall promptly refund to Purchaser the Downpayment (which term for all purposes
of this Contract shall be deemed to include interest if any earned thereon) and upon the
making of such refund this Contract shall be deemed cancelled and of no further force or
effect and neither party shall have any further rights against or obligations or liabilities
to the other by reason of this Contract If the Board shall fail to exercise such right of
first refusal within the time and in the manner provided for in the Declaration or By-Laws
or shall declare in writing its intention not to exercise such right of first refusal (a copy of
which writing shall be delivered to Purchaser promptly following receipt thereof) the
parties hereto shall proceed with this sale in accordance with the provisions of this
Contract
9 Processing Fee Seller shall at the Closing pay all fees and charges payable
to the Condominium (andor its managing agent) in connection with this sale and
customarily charged to Sellers by the Condominium including without limitation
any processing fee the legal fees if any of the Condominiumrsquos attorney in connection
with this sale and unless otherwise agreed to by Seller and Purchaser in writing all ldquoflip
taxesrdquo transfer or entrance fees or similar charges if any payable to or for the
Condominium or otherwise for the benefit of the Condominium unit owners which arise
by reason of this sale Purchaser shall pay all fees customarily charged to Purchasers
by the Condominium or Managing Agent
- 7 -
10 No Other Representations Purchaser has examined and is satisfied with the
Declaration By-Laws and rules and regulations of the Condominium or has waived the
examination thereof Purchaser has inspected the Unit its fixtures appliances and
equipment and the personal property if any included in this sale as well as the Common
Elements of the Condominium and knows the condition thereof and subject to subpara
5(f) agrees to accept the same ldquoas isrdquo ie in the condition they are in on the date hereof
subject to normal use wear and tear between the date hereof and the Closing Purchaser
has examined or waived examination of the last audited financial statements of the
Condominium and has considered or waived consideration of all other matters pertaining
to this Contract and to the purchase to be made hereunder and does not rely on any
representations made by any broker or by Seller or anyone acting or purporting to act on
behalf of Seller as to any matters which might influence or affect the decision to execute
this Contract or to buy the Unit or said personal property except those representations
and warranties which are specifically set forth in this Contract
11 Possession Seller shall prior to the Closing remove from the Unit all
furniture furnishings and other personal property not included in this sale shall repair
any damage caused by such removal and shall deliver exclusive possession of the Unit at
the Closing vacant broom-clean and free of tenancies or other rights of use or
possession
12 Access Seller shall permit Purchaser and its architect decorator or other
authorized persons to have the right of access to the Unit between the date hereof and the
Closing for the purpose of inspecting the same and taking measurements at reasonable
times and upon reasonable prior notice to Seller (by telephone or otherwise) Further
Purchaser shall have the right to inspect the Unit at a reasonable time during the 24-hour
period immediately preceding the Closing
13 Defaults and Remedies (a) If Purchaser defaults hereunder Sellerrsquos sole
remedy shall be to retain the Downpayment as liquidated damages it being agreed that
Sellerrsquos damages in case of Purchaserrsquos default might be impossible to ascertain and that
the Downpayment constitutes a fair and reasonable amount of damages under the
circumstances and is not a penalty
(b) If Seller defaults hereunder Purchaser shall have such remedies as
Purchaser shall be entitled to at law or in equity including but not limited to specific
performance
14 Notices Any notice request or other communication (ldquoNoticerdquo) given or
made hereunder (except for the notice required by para 12) shall be in writing and either
(a) sent by any of the parties hereto or their respective attorneys by registered or certified
mail return receipt requested postage prepaid or (b) delivered in person or by overnight
courier with receipt acknowledged to the address given at the beginning of this Contract
for the party to whom the Notice is to be given or to such other address for such party as
said party shall hereafter designate by Notice given to the other party pursuant to this
- 8 -
para 14 or (c) with respect to para 6(a)(viii) or para 18(b) sent by fax to the partyrsquos
attorney Each Notice mailed shall be deemed given on the third business day following
the date of mailing the same and each Notice delivered in person or by overnight courier
shall be deemed given when delivered A copy of each notice sent to a party shall also be
sent to the partyrsquos attorney Each notice sent by fax shall be deemed given when
transmission is confirmed by the senders fax machine The attorneys for the parties are
hereby authorized to give and receive on behalf of their clients all Notices and deliveries
15 Purchaserrsquos Lien The Downpayment and all other sums paid on account of
this Contract and the reasonable expenses of the examination of title to and departmental
violation searches in respect of the Unit are hereby made a lien upon the Unit but such
lien shall not continue after default by Purchaser hereunder
16 Downpayment in Escrow (a) Sellerrsquos attorney (ldquoEscroweerdquo) shall hold the
Downpayment in escrow in a segregated bank account at the depository identified at the
end of this Contract until Closing or sooner termination of this Contract and shall pay
over or apply the Downpayment in accordance with the terms of this para 16 Escrowee
shall hold the Downpayment in a(n) interest-bearing Escrow account for the benefit of
the parties If interest is held for the benefit of the parties it shall be paid to the party
entitled to the Downpayment and the party receiving the interest shall pay any income
taxes thereon If interest is not held for the benefit of the parties the Downpayment shall
be placed in an IOLA account or as otherwise permitted or required by law The Social
Security or Federal Identification numbers of the parties shall be furnished to Escrowee
upon request At Closing the Downpayment shall be paid by Escrowee to Seller If for
any reason Closing does not occur and either party gives Notice (as defined in paragraph
14) to Escrowee demanding payment of the Downpayment Escrowee shall give prompt
Notice to the other party of such demand If Escrowee does not receive Notice of
objection from such other party to the proposed payment within 10 business days after
the giving of such Notice Escrowee is hereby authorized and directed to make such
payment If Escrowee does receive such Notice of objection within such 10 day period or
if for any other reason Escrowee in good faith shall elect not to make such payment
Escrowee shall continue to hold such amount until otherwise directed by Notice from the
parties to this Contract or a final nonappealable judgment order or decree of a court
However Escrowee shall have the right at any time to deposit the Downpayment with the
clerk of a court in the county in which the Unit is located and shall give Notice of such
deposit to Seller and Purchaser Upon such deposit or other disbursement in accordance
with the terms of this para 16 Escrowee shall be relieved and discharged of all further
obligations and responsibilities hereunder
(b) The parties acknowledge that Escrowee is acting solely as a
stakeholder at their request and for their convenience and that Escrowee shall not be
liable to either party for any act or omission on its part unless taken or suffered in bad
faith or in willful disregard of this Contract or involving gross negligence on the part of
Escrowee Seller and Purchaser jointly and severally (with right of contribution) agree to
- 9 -
defend (by attorneys selected by Escrowee) indemnify and hold Escrowee harmless from
and against all costs claims and expenses (including reasonable attorneysrsquo fees) incurred
in connection with the performance of Escroweersquos 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 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 Escroweersquos agreement to the provisions of this para 16 by signing in
the place indicated in this Contract
(e) Escrowee or any member of its firm shall be permitted to act as
counsel for Seller in any dispute as to the disbursement of the Downpayment or any other
dispute between the parties whether or not Escrowee is in possession of the
Downpayment and continues to act as Escrowee
(f) The party whose attorney is Escrowee shall be liable for loss of the
Downpayment
17 FIRPTA Seller represents and warrants to Purchaser that Seller is not a
ldquoforeign personrdquo as defined in IRC sect 1445 as amended and the regulations issued
thereunder (ldquoCode Withholding Sectionrdquo) At the Closing Seller shall deliver to
Purchaser a certificate stating that Seller is not a foreign person in the form then required
by the Code Withholding Section or a withholding certificate from the Internal Revenue
Service In the event Seller fails to deliver the aforesaid certificate or in the event that
Purchaser is not entitled under the Code Withholding Section to rely on such certificate
Purchaser shall deduct and withhold from the Purchase Price a sum equal to 10 thereof
and shall at Closing remit the withheld amount with the required forms to the Internal
Revenue Service
18 Title Report Acceptable Title (a) Purchaser shall promptly after the date
hereof or after receipt of the mortgage commitment letter if applicable order a title
insurance report from the Title Company Promptly after receipt of the title report and
thereafter of any continuations thereof and supplements thereto Purchaser shall forward a
copy of each such report continuation or supplement to the attorney for Seller Purchaser
shall further notify Sellerrsquos attorney of any other objections to title not reflected in such
title report of which Purchaser becomes aware following the delivery of such report
reasonably promptly after becoming aware of such objections
(b) Any unpaid taxes assessments water charges and sewer rents
together with the interest and penalties thereon to a date not less than two days following
- 10 -
the date of Closing and any other liens and encumbrances which Seller is obligated to
pay and discharge or which are against corporations estates or other persons in the chain
of title together with the cost of recording or filing any instruments necessary to
discharge such liens and encumbrances of record may be paid out of the proceeds of the
monies payable at the Closing if Seller delivers to Purchaser at the Closing official bills
for such taxes assessments water charges sewer rents interest and penalties and
instruments in recordable form sufficient to discharge any other liens and encumbrances
of record Upon request made a reasonable time before the Closing Purchaser shall
provide at the Closing separate checks for the foregoing payable to the order of the holder
of any such lien charge or encumbrance and other wise complying with subpara 3(b) If
the Title Company is willing to insure Purchaser that such charges liens and
encumbrances will not be collected out of or enforced against the Unit and is willing to
insure the lien of Purchaserrsquos Institutional Lender (as hereinafter defined) free and clear
of any such charges liens and encumbrances then Seller shall have the right in lieu of
payment and discharge to deposit with the Title Company such funds or to give such
assurances or to pay such special or additional premiums as the Title Company may
require in order to so insure In such case the charges liens and encumbrances with
respect to which the Title Company has agreed so to insure shall not be considered
objections to title
(c) Seller shall convey and Purchaser shall accept fee simple title to the
Unit in accordance with the terms of this Contract subject only to (a) the Permitted
Exceptions and (b) such other matters as (i) the Title Company or any other title insurer
licensed to do business by the State of New York shall be willing without special or
additional premium to omit as exceptions to coverage or to except with insurance against
collection out of or enforcement against the Unit and (ii) shall be accepted by any lender
which has committed in writing to provide mortgage financing to Purchaser for the
purchase of the Unit (ldquoPurchaserrsquos Institutional Lenderrdquo) except that if such
acceptance by Purchaserrsquos Institutional Lender is unreasonably withheld or delayed such
acceptance shall be deemed to have been given
(d) Notwithstanding any contrary provisions in this Contract express or
implied or any contrary rule of law or custom if Seller shall be unable to convey the
Unit in accordance with this Contract (provided that Seller shall release discharge or
otherwise cure at or prior to Closing any matter created by Seller after the date hereof and
any existing mortgage unless this sale is subject to it) and if Purchaser elects not to
complete this transaction without abatement of the Purchase Price the sole obligation and
liability of Seller shall be to refund the Downpayment to Purchaser together with the
reasonable cost of the examination of title to and departmental violation searches in
respect of the Unit and upon the making of such refund and payment this Contract shall
be deemed cancelled and of no further force or effect and neither party shall have any
further rights against or obligations or liabilities to the other by reason of this Contract
However nothing contained in this subpara 18(d) shall be construed to relieve Seller
from liability due to a willful default
- 11 -
19 Risk of Loss Casualty (a) The risk of loss or damage to the Unit or the
personal property included in this sale by fire or other casualty until the earlier of the
Closing or possession of the Unit by Purchaser is assumed by Seller but without any
obligation of Seller to repair or replace any such loss or damage unless Seller elects to do
so as hereinafter provided Seller shall notify Purchaser of the occurrence of any such
loss or damage to the Unit or the personal property included in this sale within 10 days
after such occurrence or by the date of Closing whichever first occurs and by such
notice shall state whether or not Seller elects to repair or restore the Unit andor the
personal property as the case may be If Seller elects to make such repairs and
restorations Sellerrsquos notice shall set forth an adjourned date for the Closing which shall
be not more than 60 days after the date of the giving of Sellerrsquos notice If Seller either
does not elect to do so or having elected to make such repairs and restorations fails to
complete the same on or before said adjourned date for the Closing Purchaser shall have
the following options
(i) To declare this Contract cancelled and of no further force or
effect and receive a refund of the Downpayment in which event neither party shall
thereafter have any further rights against or obligations or liabilities to the other by
reason of this Contract or
(ii) To complete the purchase in accordance with this Contract
without reduction in the Purchase Price except as provided in the next sentence If Seller
carries hazard insurance covering such loss or damage Seller shall turn over to Purchaser
at the Closing the net proceeds actually collected by Seller under the provisions of such
hazard insurance policies to the extent that they are attributable to loss of or damage to
any property included in this sale less any sums theretofore expended by Seller in
repairing or replacing such loss or damage or in collecting such proceeds and Seller shall
assign (without recourse to Seller) Sellerrsquos right to receive any additional insurance
proceeds which are attributable to the loss of or damage to any property included in this
sale
(b) If Seller does not elect to make such repairs and restorations
Purchaser may exercise the resulting option under (i) or (ii) of (a) above only by notice
given to Seller within 10 days after receipt of Sellerrsquos notice If Seller elects to make such
repairs and restorations and fails to complete the same on or before the adjourned closing
date Purchaser may exercise either of the resulting options within 10 days after the
adjourned closing date
(c) In the event of any loss of or damage to the Common Elements which
materially and adversely affects access to or use of the Unit arising after the date of this
Contract but prior to the Closing Seller shall notify Purchaser of the occurrence thereof
within 10 days after such occurrence or by the date of Closing whichever occurs first in
which event Purchaser shall have the following options
- 12 -
(i) To complete the purchase in accordance with this Contract
without reduction in the Purchase Price or
(ii) To adjourn the Closing until the first to occur of (1)
completion of the repair and restoration of the loss or damage to the point that there is no
longer a materially adverse effect on the access to or use of the Unit or (2) the 60th day
after the date of the giving of Sellerrsquos aforesaid notice In the event Purchaser elects to
adjourn the Closing as aforesaid and such loss or damage is not so repaired and restored
within 60 days after the date of the giving of Sellerrsquos aforesaid notice then Purchaser
shall have the right either to (x) complete the purchase in accordance with this Contract
without reduction in the Purchase Price or (y) declare this Contract cancelled and of no
further force or effect and receive a refund of the Downpayment in which latter event
neither party shall thereafter have any further rights against or obligations or liabilities
to the other by reason of this Contract
(d) In the event of any loss of or damage to the Common Elements which
does not materially and adversely affect access to or use of the Unit Purchaser shall
accept title to the Unit in accordance with this Contract without abatement of the
Purchase Price
20 Internal Revenue Service Reporting Requirement Each party shall
execute acknowledge and deliver to the other party such instruments and take such other
actions as such other party may reasonably request in order to comply with IRC sect
6045(e) as amended or any successor provision or any regulations promulgated pursuant
thereto insofar as the same requires reporting of information in respect of real estate
transactions The provisions of this para 20 shall survive the Closing The parties
designate _________________________________ as the attorney responsible for
reporting this information as required by law
21 Broker Seller and Purchaser represent and warrant to each other that the only
real estate broker with whom they have dealt in connection with this Contract and the
transaction set forth herein is ______________________________ and that they know of
no other real estate broker who has claimed or may have the right to claim a commission
in connection with this transaction The commission of such real estate broker shall be
paid by Seller pursuant to separate agreement If no real estate broker is specified above
the parties acknowledge that this Contract was brought about by direct negotiation
between Seller and Purchaser and each represents to the other that it knows of no real
estate broker entitled to a commission in connection with this transaction Seller and
Purchaser shall indemnify and defend each other against any costs claims or expenses
(including reasonable attorneysrsquo fees) arising out of the breach on their respective parts of
any representation warranty or agreement contained in this para 21 The provisions of
this para 21 shall survive the Closing or if the Closing does not occur the termination of
this Contract
- 13 -
22 Mortgage Commitment Contingency (Delete paragraph if inapplicable) (a)
The obligation of Purchaser to purchase under this Contract is conditioned upon issuance
on or before ____________ days after a fully executed copy of this Contract is given to
Purchaser or Purchaserrsquos attorney in the manner set forth in paragraph 14 or
subparagraph 22(k) (the ldquoCommitment Daterdquo) 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 Purchasers sole cost and expense of $______________ for a term of at least _______
years (or such lesser sum or shorter term as Purchaser shall be willing to accept) at the
prevailing fixed or adjustable rate of interest and on other customary commitment terms
(the ldquoCommitmentrdquo) To the extent a Commitment is conditioned on the sale of
Purchaserrsquos current home payment of any outstanding debt no material adverse change
in Purchaserrsquos 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 Lenderrsquos approval of an appraisal shall not be deemed a ldquoCommitmentrdquo
hereunder until an appraisal is approved (and if that does not occur before the
Commitment Date Purchaser may cancel under subparagraph 22(e) unless the
Commitment Date is extended) Purchaserrsquos 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 Purchaserrsquos
election more than one Institutional Lender for such mortgage loan (ii) furnish accurate
and complete information regarding Purchaser and members of Purchaserrsquos 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 22(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 (ldquoMortgage Brokerrdquo) shall constitute full compliance with
the terms and conditions set forth in subparagraph 22(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 22
- 14 -
(e) If no Commitment is issued by the 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 22(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 22
(f) If this Contract is canceled by Purchaser pursuant to subparagraphs
22(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 21
(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 22(a) then Purchaser shall be deemed to have waived
Purchaserrsquos right to cancel this Contract and to receive a refund of the Downpayment by
reason of the contingency contained in this paragraph 22
(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 of its obligations under this
paragraph 22) and except as set forth in paragraph 21
(i) The attorneys for the parties are hereby authorized to give and receive
on behalf of their clients all Notices and deliveries under this paragraph 22
(j) For purposes of this Contract the term ldquoInstitutional Lenderrdquo 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
(k) For purposes of subparagraph (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
- 15 -
23 Gender Etc As used in this Contract the neuter includes the masculine and
feminine the singular includes the plural and the plural includes the singular as the
context may require
24 Entire Contract All prior understandings and agreements between Seller and
Purchaser are merged in this Contract and this Contract supersedes any and all
understandings and agreements between the parties and constitutes the entire agreement
between them with respect to the subject matter hereof
25 Captions The captions in this Contract are for convenience and reference
only and in no way define limit or describe the scope of this Contract and shall not be
considered in the interpretation of this Contract or any provision hereof
26 No Assignment by Purchaser Purchaser may not assign this Contract or any
of Purchaserrsquos rights hereunder
27 Successors and Assigns Subject to the provisions of para 26 the provisions
of this Contract shall bind and inure to the benefit of both Purchaser and Seller and their
respective distributees executors administrators heirs legal representatives successors
and permitted assigns
28 No Oral Changes This Contract cannot be changed or terminated orally Any
changes or additional provisions must be set forth in a rider attached hereto or in a
separate written agreement signed by both parties to this Contract
29 Contract Not Binding Until Signed This Contract shall not be binding or
effective until properly executed and delivered by Seller and Purchaser
30 Lead-Based Paint If applicable the complete and fully executed disclosure
of information on lead-based paint andor lead-based paint hazards is attached hereto and
made a part hereof
IN WITNESS WHEREOF the parties hereto have duly executed this Contract
on the day and year first above written
Seller Purchaser
_________________________________ ____________________________________
- 16 -
Agreed to as to para 16 ________________________________
Giddins Claman LLP Escrowee
Escrow Depository
Address
SCHEDULE A - Permitted Exceptions
1 Zoning laws and regulations and landmark historic or wetlands designation
which are not violated by the Unit and which are not violated by the Common Elements
to the extent that access to or use of the Unit would be materially and adversely affected
2 Consents for the erection of any structure or structures on under or above any
street or streets on which the Building may abut
3 The terms burdens covenants restrictions conditions easements and rules
and regulations set forth in the Declaration By-Laws and rules and regulations of the
Condominium the Power of Attorney from Purchaser to the board of managers of the
Condominium and the floor plans of the Condominium all as may be amended from time
to time
4 Rights of utility companies to lay maintain install and repair pipes lines
poles conduits cable boxes and related equipment on over and under the Building and
Common Elements provided that none of such rights imposes any monetary obligation
on the owner of the Unit or materially interferes with the use of or access to the Unit
5 Encroachments of stoops areas cellar steps trim cornices lintels window
sills awnings canopies ledges fences hedges coping and retaining walls projecting
from the Building over any street or highway or over any adjoining property and
encroachments of similar elements projecting from adjoining property over the Common
Elements
6 Any state of facts which an accurate survey or personal inspection of the
Building Common Elements or Unit would disclose provided that such facts do not
prevent the use of the Unit for dwelling purposes For the purposes of this Contract none
of the facts shown on the survey if any identified below shall be deemed to prevent the
use of the Unit for dwelling purposes and Purchaser shall accept title subject thereto
- 17 -
The survey referred to in No 6 above was prepared by
___________________________ dated _____________________ and last revised
____________________
7 The lien of any unpaid common charge real estate tax water charge sewer
rent or vault charge provided the same are paid or apportioned at the Closing as herein
provided
8 The lien of any unpaid assessments to the extent of installments thereof
payable after the Closing
9 Liens encumbrances and title conditions affecting the Common Elements
which do not materially and adversely affect the right of the Unit owner to use and enjoy
the Common Elements
10 Notes or notices of violations of law or governmental orders ordinances or
requirements (a) affecting the Unit and noted or issued subsequent to the date of this
Contract by any governmental department agency or bureau having jurisdiction and (b)
any such notes or notices affecting only the Common Elements which were noted or
issued prior to or on the date of this Contract or at any time hereafter
11 Any other matters or encumbrances subject to which Purchaser is required to
accept title to the Unit pursuant to this Contract
ABOUT THE SPEAKERS
Lisa Lippman Senior Vice President and Director was the 1 broker at Brown Harris Stevens in 2009 With 13 years of experience selling real estate Lisa specializes in the sale of high end cooperatives condominiums and townhomes throughout Manhattan As is clear from her record even in tough times Lisa manages to both sell and find homes for her clients
Other awards Lisa has won in the last few years include
middotWall Street Journal top 400-Lisa was 11 in the nation and 2 in Manhattan 2009middotWall Street Journal top 50 brokers in America 2007middotBrown Harris Stevens Westside Office Broker of the Year All Years 2006 - 2009 middotBrown Harris Stevens Westside Office Listing Broker of the Year 2007 2008 2009middotBrown Harris Stevens Largest New Development Deal of the Year 2009
Prior to becoming a real estate broker Lisa spent several years as a lawyer practicing litigation at two prestigious law firms She graduated from The University of Pennsylvania in 1986 and earned her law degree from Cardozo in 1990 Lisarsquos legal background affords her a keen understanding of the negotiation process as well as the complexities needed to complete the deal
A New York City resident for 24 years Lisa offers impeccable knowledge of the market as it applies across all neighborhoods She has lived downtown on the Upper East Side and has now resided on the Upper West Side for the past 14 years Additionally as the mother of three children Lisa is personally involved in the decisions all buyers face in choosing a neighborhood and a home
Lisa takes pride in being a straight-forward intelligent and honest broker She understands the individual needs of each client as well as their comfort with the purchase andor sale process Her listening talents combined with her unbeatable memory work ethic and negotiation skills allow her to service her buyers and sellers most effectively Lisa is also active in the New York community including the UJA and her childrenrsquos school All of this enables her to offer a well-rounded approach to navigating the New York real estate landscape bringing to life the nuances and charms that the City and its real estate market have to offer
LISA LIPPMANSenior Vice PresidentDirector
Lisa Lippman bull 212- 588-5606 bull fax 212-418-9733 bull llippmanbhsusacom
GIDDINS bull CLAMAN LLP
Attorneys at Law
675 THIRD AVENUE
29TH
FLOOR
NEW YORK NEW YORK 10017
(212)573-6703
FAX (212)949-1923 Paul M Giddins
Scott Claman
Giddins Claman LLP ndash Firm Biography
Giddins Claman LLP (formerly Giddins Claman amp Langs LLP) was
established in 1988 by Paul M Giddins formerly an Assistant District Attorney in
the New York County District Attorneyrsquos Office For over 20 years the firm has
specialized in real estate matters in the New York City metropolitan area with an
active transactional real estate practice Mr Giddins has specialized in residential
real estate during that time In addition to purchase sale and refinance transactions
Mr Giddins represents cooperative apartment boards of directors and condominium
boards of managers Mr Giddins also regularly gives lectures and seminars on real
estate matters for many of the prominent real estate brokerage firms in New York
Scott Claman has been in the practice of law in New York for over 26 years
and joined the firm as a member in 1996 having previously been a partner at a law
firm that specialized in the representation of cooperative apartment boards of
directors and condominium boards of managers Mr Claman is regularly engaged
in a variety of transactional real estate matters ranging from commercial leasing
mortgage financing and asset dispositions to individual apartment and house sales
In addition to individual and institutional owners of residential and commercial real
estate Mr Claman also represents cooperative apartment boards of directors and
condominium boards of managers and has given numerous lectures and seminars
on real estate matters for the Real Estate Board of New York and for many of the
prominent real estate brokerage firms in New York
Steven M Nachman serves as Of Counsel to the firm in connection with
commercial and general litigation matters Mr Nachman formerly associated with
the firm of Stroock amp Stroock amp Lavan has over 20 years of civil litigation
experience
Giddins Claman LLP is proud to provide our clients with the benefits of our
collective experience as seasoned litigators and transactional real estate specialists
while maintaining our personal commitment to represent our clients in a manner
associated with a smaller practice
ManhattanResidential Market Report
Fourth Quarter 2010
Manhattan Cooperatives and Condominiums
2 Fourth Quarter 2010
Average and Median Sale Price
Cooperative Average Sale Price
Condominium Average Sale Price
Cover Property BrownHarrisStevenscom WEB272151
Average Sale Price Median Sale Price
Prices for Manhattan apartments continued to edge upward
as their average sale price of $1432787 was 8 higher
than a year ago This marked the sixth straight quarter that
the average price has risen While the number of recorded
transactions fell 25 from a year ago the fourth quarter of 2009
was uncharacteristically busy due to pent-up demand after the
collapse of Lehman Brothers had frozen the market earlier that year
The average co-op price continued to rise sharply as
more buyers favored larger apartments compared to a year ago Two-bedroom and larger
units accounted for 45 of co-op sales up from 40 a year ago This helped push
the overall average co-op price up 17 from 2009rsquos fourth
quarter to $1158333
Condo prices averaged $1751219 during the fourth
quarter 1 higher than a year ago One-bedrooms posted the
biggest increase in average price rising 9 over the past year
to $844964
Studio 1-Bedroom 2-Bedroom 3+Bedroom All
4th Q 10 $342545 $593718 $1231116 $3150700 $1158333
3rd Q 10 $366086 $606444 $1206257 $3049980 $1156733
2nd Q 10 $356696 $597311 $1301392 $2872496 $1065814
1st Q 10 $334307 $587538 $1132150 $3098881 $1079195
4th Q 09 $345725 $585238 $1133967 $3001012 $990921
Studio 1-Bedroom 2-Bedroom 3+Bedroom All
4th Q 10 $495002 $844964 $1637638 $4567750 $1751219
3rd Q 10 $495876 $809514 $1596021 $3835376 $1724180
2nd Q 10 $464559 $840829 $1570772 $3922994 $1686690
1st Q 10 $529970 $819785 $1608375 $4250098 $1730415
4th Q 09 $554568 $772525 $1583362 $4574080 $1732362
Average Sale Price Median Sale Price
$1600000
$1400000
$1200000
$1000000
$800000
$400000
$600000
$1369883 $820000
1Q10
$1324504 $800000
4Q09
$1432787 $840000
4Q10
$1423378 $890000
3Q10
$1377135 $842779
2Q10
Fourth Quarter 2010 3
New Developments Lofts
Time on the Market
Excludes new developments and units listed over one year Based on the last asking price Excludes new developments
Average Price Per Square Foot
New development prices averaged $1099 per square foot 11 less than during the fourth quarter of 2009 This was due in part to an increase in the percent of new development sales in Northern Manhattan from 9 a year ago to 15 At $1052 the average price per square foot for loft apartments was 3 higher than during 2009rsquos fourth quarter
Apartments sold during the quarter spent an average of 113 days on the market 14 less time than a year ago Sellers received 955 of the last asking price up slightly from the fourth quarter of 2009
Asking Vs Selling Price
$700
$900
$1100
$1300 $1099
4Q10
$1238
4Q09
$1146
1Q10 2Q10
$1176
$700
$900
$1100
$1300 $1052
4Q10
$1017
4Q09
$1037
1Q10
$1066
2Q10
$1112
3Q10
$1077
3Q10
75 days
100 days
125 days
150 days 113
4Q10
132
4Q09
119
1Q10
112
2Q10
85
90
95
100 955
4Q10
954
4Q09
962
1Q10
97
3Q10
959
3Q10
966
2Q10
Generally 59th to 96th Street Fifth Avenue to the East River
Cooperative Condominium
East sidE
4 Fourth Quarter 2010
Average Price Per Square Foot
At an average of $1581971 prices for two-bedroom East Side
apartments were 14 higher than a year ago The average price fell
13 for three-bedroom and larger apartments due in part to 2 closings
of over $30 million a year ago inflating that figure Co-ops fared better than condos as the average
price per room rose for both prewar and postwar co-ops over the past year
while the average condo price per square foot fell
Average Price Per Room
4Q09 4Q10
Studio 1-Bedroom 2-Bedroom 3+Bedroom
Percent of Sales
4th Q 09 10 35 36 19
4th Q 10 11 39 28 22
Average Price
4th Q 09 $351462 $647300 $1383364 $4146087
4th Q 10 $355459 $647207 $1581971 $3605513
Change 1 0 14 -13
$100000
$300000
$150000
$200000
$250000
$350000
$400000
$50000
$200
$1000
$400
$600
$800
$1200
$1400
$0
Postwar
$204713 $210559
Prewar
$348425 $383335
4Q10
$1126
4Q09
$1168
Generally 59th to 110th Street Hudson River to West of Fifth Avenue
WEst sidE
Fourth Quarter 2010 5
Cooperative CondominiumAverage Price Per Room Average Price Per Square Foot
With the exception of studios prices rose for all other size categories of apartments on
the West Side led by a 21 gain in the average price for
three-bedroom and larger units This increase was helped by
535 West End Avenue whose three-bedroom closing prices averaged over $115 million
in the fourth quarter Co-ops remained strong as the average
price per room rose 21 for prewar and 12 for postwar co-ops on the West Side The average condo price per square
foot rose 3 to $1309 making the West Side the only
area where both co-op and condo prices were higher
than a year ago
4Q09 4Q10
Studio 1-Bedroom 2-Bedroom 3+Bedroom
Percent of Sales
4th Q 09 10 37 37 16
4th Q 10 8 33 38 21
Average Price
4th Q 09 $417466 $656421 $1326640 $3325062
4th Q 10 $391228 $766529 $1378920 $4030338
Change -6 17 4 21
$125000
$225000
$150000
$175000
$200000
$250000
$275000
$100000
$200
$1000
$400
$600
$800
$1200
$1400
$0
4Q09
$1267
4Q10
$1309
Prewar
$215967 $260653
Postwar
$189264 $212348
MidtoWn East Generally 34th to 59th Street Fifth Avenue to the East River
MidtoWn
MidtoWn WEst Generally 34th to 59th Street Hudson River to West of Fifth Avenue
6 Fourth Quarter 2010
Cooperative Condominium
Cooperative Condominium
Average Price Per Room Average Price Per Square Foot
Average Price Per Room Average Price Per Square Foot
A couple of high-end closings at The Plaza and One Beacon Court helped bring the average condo price per square foot 27 higher in the Midtown East market compared
to a year ago The average price per room fell 5 for prewar while rising
8 for postwar co-ops
The average price per square foot rose 12 for condos over the
past year in the Midtown West market A number of closings at The Sheffield and Platinum
helped bring up this figure The average price per room fell for
both prewar and postwar co-ops in this market compared
to a year ago
$175000
$100000
$125000
$150000
$200000
$225000
$1000
$250
$500
$750
$1250
$1500
4Q09 4Q10
$212198 $200857
Prewar
$188662 $204639
Postwar
$1171
4Q09
$1485
4Q10
$252044 $199029 $231213 $221850 $1180$1055
4Q10Prewar Postwar 4Q09
$1000
$250
$500
$750
$1250
$1500
4Q09 4Q10
$200000
$50000
$100000
$150000
$250000
$300000
Cooperative Condominium
Fourth Quarter 2010 7
Average Price Per Room Average Price Per Square Foot
South of 34th Street
doWntoWn
While the average price fell 23 for three-bedroom and
larger apartments Downtown from a year ago a large
number of closings at the Superior Ink building inflated 2009rsquos figure This also is a reason why the overall condo
price per square foot fell 10 from a year ago The average
co-op price per room rose 13 for prewar and 4 for
postwar units from 2009rsquos fourth quarter
4Q09 4Q10
Studio 1-Bedroom 2-Bedroom 3+Bedroom
Percent of Sales
4th Q 09 17 43 28 12
4th Q 10 16 41 31 12
Average Price
4th Q 09 $452722 $704292 $1615877 $4665379
4th Q 10 $444618 $741919 $1581625 $3605513
Change -2 5 -2 -23
Prewar
$208503 $235826
Postwar
$188600 $195854
$100000
$200000
$125000
$150000
$175000
$225000
$250000
$75000
$800
$1200
$900
$1000
$1100
$1300
$1400
$700
4Q09
$1326
4Q10
$1194
Cooperative CondominiumAverage Price Per Room Average Price Per Square Foot
Generally North of 96th Street on the East Side and 110th Street on the West Side
NEW YORK CITY bull PALM BEACH bull THE HAMPTONS bull NORTH FORK 2129069200
EAST SIDE445 Park AvenueHall F Willkie PresidentRuth McCoy EVPManaging Director of Sales
UPPER EAST SIDE1121 Madison AvenuePeter R Marra EVPManaging Director of Sales
EDWARD LEE CAVE DIVISION790 Madison AvenueCaroline E Y GuthriePresident
WEST SIDE1926 BroadwayJames M Gricar EVP Managing Director of Sales
BROOKLYN HEIGHTS129 Montague StreetChristopher Thomas EVPManaging Director of Sales
PARK SLOPE100 Seventh AvenueMaryAnn Albano EVPManaging Director of Sales
NEW DEVELOPMENT445 Park Avenue James M GricarManaging DirectorBrown Harris Stevens On-Site Marketing and Sales
Prepared by Gregory Heym Chief Economist Brown Harris Stevenscopy2010 by Brown Harris Stevens All Rights Reserved This information may not be copied used or distributed without Brown Harris Stevensrsquo consent While information is believed true no guaranty is made of accuracy
While the average price fell for three-bedroom and larger apartments it was higher for
all other size categories in Northern Manhattan Condo
prices rose slightly as their average price per square foot of $566 was up 1 from a
year ago The average price per room fell for both prewar and
postwar co-ops compared to a year ago
This report is based on 1901 reported Manhattan apartment sales 25 less than were reported during last yearrsquos comparable period
VILLAGE2 Fifth AvenueKevin Kovesci EVPManaging Director of Sales
TRIBECA43 North MooreKevin Kovesci EVPManaging Director of Sales
northErn Manhattan
Studio 1-Bedroom 2-Bedroom 3+Bedroom
Percent of Sales
4th Q 09 6 35 43 16
4th Q 10 8 38 38 16
Average Price
4th Q 09 $227611 $352759 $567332 $1101778
4th Q 10 $319798 $394509 $577071 $710832
Change 41 12 2 -35
$100
$500
$200
$300
$400
$600
$700
$0
4Q09 4Q10
4Q09
$563
4Q10
$566
$70000
$110000
$80000
$90000
$100000
$120000
$130000
$60000
Prewar
$120601 $97757
Postwar
$110104 $106330
Faculty Biographies
REAL PROPERTY SECTION gt Officer Bio
Chair Leo Genn Esq
Office Address Northside Center for Child Development 1301 Fifth Ave New York NY 10029-3119
Phone 212-426-3406 Fax 212-410-7561 Email lgenn_esqyahoocom
After working briefly as a litigator Mr Genn became House Counsel at NorthsideCenter for Child Development a Manhattan-based not for profit where he handles contract negotiations commercial leasing property management and insurance issues Mr Genn also writes government grants Before law school Mr Genn spent eight years managing commercial and residential real estate in New York City Mr Genn has also worked for New York Citys Office of Economic Development In March 2002 Mr Genns article on the notice requirements in foreclosure proceedings appeared on thecover of the New York Real Estate Law Reporter Mr Gennrsquos favorite law quote is Oliver Wendell Holmes remark A word is not a crystal transparent and unchanged it isthe skin of a living thought and may vary greatly in color and content according to thecircumstances and time in which it is used Mr Gennrsquos favorite case is Raffles v
ichelhaus and his favorite legal fiction is promissory estoppel W
Paul M Giddins Partner
Giddins Claman LLP Paul M Giddins is a partner at Giddins Claman LLP a law firm in New York City Mr Giddins received a Bachelor of Arts degree from Trinity College- Hartford and a law degree from American University Washington School of Law
LISA LIPPMAN | Senior Vice President Director | Licensed Associate Real Estate Broker
printer friendly page
1926 Broadway New York NY 10023 Tel (212) 588-5606 Fax (212) 418-9733 llippmanbhsusacom download contact info view current listings view sold listings
FEATURED PROPERTY - UPPER EAST SIDE
2COOPERATIVE
25 EAST 79TH STREET
rice $1299000
isting ID 1127158
PBedrooms 2 Baths 20 L
Lisa Lippman Senior Vice President and Director was the 1 broker at Brown Harris Stevens in 2009 With 13 years of experience selling real estate Lisa specializes in the sale of high end cooperatives condominiums and townhomes throughout Manhattan As is clear from her record even in tough times Lisa manages to both sell and find homes for her clients Other awards Lisa has won in the last few years include middotWall Street Journal top 400-Lisa was 11 in the nation and 2 in Manhattan 2009 middotWall Street Journal top 50 brokers in America 2007 middotBrown Harris Stevens Westside Office Broker of the Year All Years 2006 - 2009 middotBrown Harris Stevens Westside Office Listing Broker of the Year 2007 2008 2009 middotBrown Harris Stevens Largest New Development Deal of the Year 2009 Prior to becoming a real estate broker Lisa spent several years as a lawyer practicing litigation at two prestigious law firms She graduated from The University of Pennsylvania in 1986 and earned her law degree from Cardozo in 1990 Lisas legal background affords her a keen understanding of the negotiation process as well as the complexities needed to complete the deal A New York City resident for 24 years Lisa offers impeccable knowledge of the market as it applies across all neighborhoods She has lived downtown on the Upper East Side and has now resided on the Upper West Side for the past 14 years Additionally as the mother of three children Lisa is personally involved in the decisions all buyers face in choosing a neighborhood and a home Lisa takes pride in being a straight-forward intelligent and honest broker She understands the individual needs of each client as well as their comfort with the purchase andor sale process Her listening talents combined with her unbeatable memory work ethic and negotiation skills allow her to service her buyers and sellers most effectively Lisa is also active in the New York community including the UJA and her childrens school All of this enables her to offer a well-rounded approach to navigating the New York real estate landscape bringing to life the nuances and charms that the City and its real estate market have to offer
MidtoWn East Generally 34th to 59th Street Fifth Avenue to the East River
MidtoWn
MidtoWn WEst Generally 34th to 59th Street Hudson River to West of Fifth Avenue
6 Third Quarter 2010
Cooperative Condominium
Cooperative Condominium
Average Price Per Room Average Price Per Square Foot
Average Price Per Room Average Price Per Square Foot
The average condo price per square foot rose 14 over the past year in the Midtown East market to $1276 Co-op prices in this area were mixed with the average price per room down 2 for prewar
units but up 6 for postwar units
In the Midtown West market the average price per room for prewar co-ops jumped 96
from the third quarter of 2009 This was due to an unusually
weak number a year ago combined with a high number of Central Park South sales
inflating the figure in the third quarter of 2010
$150000
$75000
$100000
$125000
$175000
$200000
$750
$0
$250
$500
$1000
$1250
3Q09 3Q10
3Q09 3Q10
$1000
$250
$500
$750
$1250
$1500
3Q10
$1258$1237
3Q09
$200000
$50000
$100000
$150000
$250000
$300000
$138443 $271070
Prewar
$174573 $208409
Postwar
$201796 $198364
Prewar
$190801 $202708
Postwar
$1116
3Q09
$1276
3Q10
Cooperative Condominium
Third Quarter 2010 7
Average Price Per Room Average Price Per Square Foot
South of 34th Street
doWntoWn
Prices rose for both co-ops and condos in the Downtown market over the past year aided by a 43 increase in the average price for three-bedroom and
larger apartments The average co-op price per room rose 19 over the past year for prewar
units and 14 for postwar units Condo prices Downtown
averaged $1201 per square foot 5 more than during the third
quarter of 2009
3Q09 3Q10
Studio 1-Bedroom 2-Bedroom 3+Bedroom
Percent of Sales
3rd Q 09 15 47 28 10
3rd Q 10 15 45 29 11
Average Price
3rd Q 09 $426982 $711789 $1427071 $2643872
3rd Q 10 $461763 $755436 $1523264 $3776778
Change 8 6 7 43
Prewar
$196789 $234026
Postwar
$190826 $216683
3Q09
$1149
3Q10
$1201
$700
$1100
$800
$900
$1000
$1200
$1300
$600
$100000
$200000
$125000
$150000
$175000
$225000
$250000
$75000
Cooperative CondominiumAverage Price Per Room Average Price Per Square Foot
Generally North of 96th Street on the East Side and 110th Street on the West Side
NEW YORK CITY bull PALM BEACH bull THE HAMPTONS bull NORTH FORK 2129069200
EAST SIDE445 Park AvenueHall F Willkie PresidentRuth McCoy EVPManaging Director of Sales
UPPER EAST SIDE1121 Madison AvenuePeter R Marra EVPManaging Director of Sales
EDWARD LEE CAVE DIVISION790 Madison AvenueCaroline E Y GuthriePresident
WEST SIDE1926 BroadwayJames M Gricar EVP Managing Director of Sales
BROOKLYN HEIGHTS129 Montague StreetChristopher Thomas EVPManaging Director of Sales
PARK SLOPE100 Seventh AvenueMaryAnn Albano EVPManaging Director of Sales
NEW DEVELOPMENT445 Park Avenue James M GricarManaging DirectorBrown Harris Stevens On-Site Marketing and Sales
Prepared by Gregory Heym Chief Economist Brown Harris Stevenscopy2010 by Brown Harris Stevens All Rights Reserved This information may not be copied used or distributed without Brown Harris Stevensrsquo consent While information is believed true no guaranty is made of accuracy
The average price rose sharply over the past year for studio
and two-bedroom apartments in Northern Manhattan Studio
prices averaged $285719 a 24 increase from third
quarter of 2009 while the two-bedroom average price rose 20
to $621104 Condo prices averaged $618 per square foot
7 more than a year ago
This report is based on 2471 reported Manhattan apartment sales 4 more than were reported during last yearrsquos comparable period
VILLAGE2 Fifth AvenueKevin Kovesci EVPManaging Director of Sales
TRIBECA43 North MooreKevin Kovesci EVPManaging Director of Sales
northErn Manhattan
$100
$500
$200
$300
$400
$600
$700
$0
3Q09 3Q10
$60000
$100000
$70000
$80000
$90000
$110000
$120000
$50000
Studio 1-Bedroom 2-Bedroom 3+Bedroom
Percent of Sales
3rd Q 09 7 40 41 12
3rd Q 10 9 32 46 13
Average Price
3rd Q 09 $230833 $380770 $519583 $964950
3rd Q 10 $285719 $379154 $621104 $879888
Change 24 0 20 -9
3Q09
$579
3Q10
$618
Prewar
$103224 $114800
Postwar
$101221 $98244
IDENTIFYING THE
APARTMENT
A Sample Showsheet
B Cooperative Building Financials
Pure Perfection on Riverside Drive100 Riverside Drive Apartment 3A
This sprawling prewar 9 room home is simply exquisite The trees of Riverside Park greet you while you sit in
the new chefs kitchen open to a beautiful den (or dining room) on the park The gorgeous sunken living room
library and huge master bedroom also all have oversized picture windows on the park In addition there are
two more bedrooms a large formal dining room and a second windowed butlers kitchen that could easily be
made into an office The finishes of this home are perfect All of the bathrooms are brand new and outfitted
with custom stone There is central air and the closets have all been custom designed Currently configured as a
luxurious 3 bedroom plus maids and den the apartment could easily be a 4 bedroom plus library No detail has
been overlooked and there is fabulous sun trees and nature in almost every room Full service building with
storage and a new fitness center A truly unique and special home
WEB 917677
Full Service Prewar Coopbull Four Bedrooms and Four New Bathroomsbull
Maintenance $350634bull Central Air Conditioningbull
Financing Allowed 75bull New Chefs Kitchen with Large Double Ovenbull
Tax Deductability 39bull Custom Closetsbull
Storage Binbull Pets Allowedbull
Fitness Centerbull Laundry Room with Butlers Kitchenbull
$3999000 Listing Price
Exclusive Broker
Lisa Lippman bull 212-588-5606 bull fax 212-418-9733 bull llippmanbhsusacom
All information is from sources deemed reliable but is subject to errors omissions changes in price prior sale or withdrawal without notice No representation is made as to the accuracy of any description All measurements and squarefootages are approximate and all information should be confirmed by customer All rights to content photographs and graphics reserved to BHS Customer should consult with its counsel regarding all closing costs including without
limitation the New York State 1 tax paid by buyers on residential properties over $1 million BHS represents the sellerowner on BHSs own exclusives except if another agent of BHS represents the buyertenant in which case BHSwill be a dual agent with designated agents representing sellerowner and buyertenant BHS represents the buyertenant when showing the exclusives of other real estate firms In all instances BHS treats all parties fairly and honestly
BHS actively supports equal housing opportunities
Scott Moore bull 212-588-5608 bull fax 212-319-2633 bull smoorebhsusacom
Brown Harris Stevens Residential Sales LLC bull 212 906 9200 bull BrownHarrisStevenscomM A N H A T T A N bull B R O O K L Y N bull T H E H A M P T O N S bull N O R T H F O R K bull P A L M B E A C H
ldquoMAKING THE DEALrdquo
A REBNY Financial Statement
B Estimated Residential Closing Costs
C Sample Contracts (Co-op amp Condo)
D Sample Closing Breakdown
(Condo)
FINANCIAL STATEMENT
Name(s)
Address
The following is submitted as being true and accurate statement of the financial condition of the undersigned on the day of
January 20
ASSETS
Applicant
Co-Applicant
LIABILITIES
Applicant
Co-Applicant
Cash in Banks 550000 Notes Payable
Money Markets Funds 600000 To Banks
Contract Deposit 355000 To Relative
Investments Bonds amp Stocks To Others
- see schedule 1620000 Installment Accounts Payable
Investment in Own Business Automobile
Accounts amp Notes Receivable Other
Real Estate Owned-see schedule 1200000 Other Accounts Payable
Year Make Mortgages Payable on Real 535000
Automobiles 35000 Estate - see schedule
Personal Property amp Furniture 50000 Unpaid Real Estate Taxes
Life Insurance Unpaid Income Taxes
Cash Surrender Value 60000 Chattel Mortgages
Retirement FundsIRA Loans on Life Insurance
Policies
401K 200000 (Include Premium
Advances)
KEOGH Outstanding Credit Card
Loans
Profit SharingPension Plan Other Debts - Itemize
Other Assets TOTAL LIABILITIES 535000 0
TOTAL ASSETS 4670000 0 NET WORTH 4135000 0
COMBINED ASSETS
4670000
TOTAL LIABILITIES
amp NET WORTH 4670000 0
SOURCE OF INCOME
Applicant
Co-Applicant
COMBINED 4670000
Base Salary 350000 CONTINGENT LIABILITIES
Overtime Wages As Endorser or Co-Maker on Notes $ 0
Bonus amp Commissions 150000 Alimony $ 0
Dividends and Interest Income Child Support $ 0
Real Estate Income (Net) Are you defendant in any legal action Yes No
Explain
Other Income - Itemize Are there any unsatisfied judgments Yes No
TOTAL 500000 0 Have you ever taken bankruptcy Yes No
Explain GENERAL INFORMATION
Applicant
Co-Applicant
Personal Bank Accounts at
PROJECTED EXPENSES
MONTHLY
Maintenance $ 2857
Savings amp Loan Accounts at Apartment Financing $ 10078
Other Mortgages $ 2671
Bank Loans $
Purpose of Loan Auto Loan $
TOTAL $ 15606
The foregoing statements and details pertaining thereto both printed and written have been carefully read and the undersigned hereby
solemnly declares and certifies that the same is a full and correct exhibit of myour financial condition
Date 20 Signature __________________________________________
Signature __________________________________________
SCHEDULE OF BOND amp STOCKS
Amount of Shares
Description (Extended Valuation in Column)
Marketable Value
Non-Marketable Value
SCHEDULE OF REAL ESTATE
Description amp Location
Cost
Actual Value
Mortgage Amount
Maturity Date
SCHEDULE OF NOTES PAYABLE
Specify any assets pledges as collateral including the liabilities they secure
To Whom Payable
Date
Amount
Due
Interest
Pledged as Security
April 2009
ESTIMATED RESIDENTIAL CLOSING COSTS IN NEW YORK CITY
Broker As provided in exclusive with broker
Own Attorney Approx $2000 +- as negotiated
Managing Agentrsquos Fee Approx $500 + as determined by building
Move-out Deposit or Fee Approx $1000 as determined by building
New York City Transfer Tax 1 of entire gross purchase price if price is $500000 or under or 1425 of entire gross purchase price if price exceeds $500000
New York State Transfer Tax 04 (004) of gross purchase price
Bank Satisfaction of Mortgage Fees Approx $450 as determined by bank
Recording ACRIS other fees Approx $150
Gains Tax Withholding (Out of State Seller) 897 of gain
Non ndash US Resident (FIRPTA) 10 of price withheld or paid
Stock Transfer Tax (Co-ops Only) $005share
FOR The SelleR
Mortgage Recording Tax and Title Insurance not required for Co-ops though title insurance is available for Co-ops at other rates
For Bulk Sale Multi Family and Commercial Property NYC Transfer Tax Rates $1425 under $500000 2625 above Mortgage Recording Tax Rates 205 under $500000 28 above $500000
When purchasing a condominium unit directly from a Sponsor the Purchaser may be required to pay New York City and New York State Transfer Taxes (See ldquoFor The Sellerrdquo section above for amounts) as well as the Sponsorrsquos attorneyrsquos fee (typically around $1500)
All costs are estimated and will vary based on transaction specifics changes in rates and taxes and other factors No representation is made as to the accuracy of these estimates Parties to transactions must consult their own counsel and refer to transaction specifics for verification of all costs
Own Attorney Approx $2000 +- as negotiated
Bank Fees (application credit appraisal bank attorney and miscellaneous) Approx $2200 as determined by bank
Short-term Interest One month max (prorated for month of closing)
Miscellaneous Recording Fees Approx $500
Mortgage Recording Fee205 of entire amount of Mortgage on Loans $500000 or under or 2175 of entire amount of Mortgage on Loans exceeding $500000
Fee Title Insurance Approx $8000 for $2000000 NYC condo based on rate schedule
Mortgagee Title Insurance Approx $1500 for $1500000 NYC condo mortgage based on rate schedule
Miscellaneous Title Charges Approx $500
Managing Agentrsquos Fee Approx $500 as determined by building
Adjustments
Common Charges Approx 1 month (prorated for month of closing)
Real estate Tax escrow Approx 8 months (prorated to closing plus 6 month escrow may include insurance)
Mansion Tax 1 of entire gross purchase price if purchase price exceeds $1000000
Move-in Deposit or Fee Approx $1000 as determined by building
lien Search (Co-ops Only) Approx $350
FOR The PURChASeR
123 - Contract of sale cooperative apartment 7-01
Prepared by The Committee on Condominiums and Cooperatives of the Real Property Section of the New York State Bar Association
CONSULT YOUR LAWYER BEFORE SIGNING THIS AGREEMENT
Contract of Sale - Cooperative Apartment
This Contract is made as of October 2010 between the Seller and the Purchaser identified below
1 Certain Definitions and Information
11 The Parties are
111 Seller
Prior names used by Seller
Address
New York NY
S S No
112 Purchaserrdquo
Address
New York NY
S S No
12 The Attorneys are (name address and telephone fax)
121 Sellers Attorneyrdquo
Giddins Claman LLP
675 Third Avenue 29th Floor
New York NY 10017
Attn Paul M Giddins Esq
(212)573-6703 Fax (212)949-1923
pgiddinsgcl-lawcom
122 Purchasers Attorney
13 The Escrowee is the Sellers Attorney
14 The Managing Agent is (name address and telephone fax)
15 The real estate Broker(s) (see para 12) isare
Lisa Lippman
Company Name Brown Harris Stevens
16 The name of the cooperative housing corporation (Corporation) is
17 The Unit number is
18 The Unit is located in Premises known as
19 The Shares are the shares of the Corporation allocated to the Unit
110 The Lease is the Corporations proprietary lease or occupancy agreement for the Unit given by the Corporation which expires on
111 Personalty is the following personal property to the extent existing in the Unit on the date hereof the refrigerators freezers ranges ovens built-in microwave ovens dishwashers garbage disposal units cabinets and
counters lighting fixtures chandeliers wall-to-wall carpeting plumbing and heating fixtures central air conditioning andor window or sleeve units washing machines dryers screens and storm windows window treatments switch plates door hardware mirrors built-ins not excluded in Paragraph 112 and
112 Specifically excluded from this sale is all personal property not included in para 111 and
113 The sale [does] [does not] include Sellers interest in
Storage Servants Room Parking Space (Included Interests)
114 The Closing is the transfer of ownership of the Shares and Lease
115 The date scheduled for Closing is 2010
(Scheduled Closing Date) at 200 PM (See para 9 and 10)
116 The Purchase Price is $
1161 The Contract Deposit is $
1162 The Balance of the Purchase Price due at Closing is
$ (See para 222)
117 The monthly Maintenance charge is $ (See para 4)
118 The Assessment if any payable to the Corporation at the date of this Contract is $ payable as follows
119 SellerPurchaser shall pay the Corporations flip tax transfer fee (apart from the transfer agent fee) andor waiver of option fee (Flip Tax) if any
120 Financing Options (Delete two of the following parapara 1 20 1 1202 or 1203)
1201 Purchaser may apply for financing in connection with this sale and Purchasers obligation to purchase under this Contract is contingent upon issuance of a Loan Commitment Letter by the Loan Commitment Date (para 1812)
1202 Purchaser may apply for financing in connection with this sale but Purchasers obligation to purchase this Contract is not contingent upon issuance of a Loan Commitment Letter
1203 Purchaser shall not apply for financing in connection with this sale
121 If para 120 1 or 1202 applies the Financing Terms for para 18 are A loan of $ for a term of 30 years or such lesser amount or shorter term as applied for or acceptable to Purchaser and the Loan Commitment Date for para 18 is 30 calendar days after the Delivery Date
122 The Delivery Date of this Contract is the date on which a fully executed counterpart of this Contract is deemed given to and received by Purchaser or Purchasers Attorney as provided in para 173
123 All Proposed Occupants of the Unit are
1231 persons and relationship to Purchaser
Purchasers
1232 pets
124 The Contract Deposit shall be held in [a non] [an] IOLA escrow account If the account is a non-IOLA account then interest shall be paid to the Party entitled to the Contract Deposit The Party receiving the interest shall pay any income taxes thereon The escrow account shall be a segregated bank account at
Depository XXXX Bank
Address (See para 27)
125 This Contract is [not] continued on attached rider(s)
2 Agreement to Sell and Purchase Purchase Price Escrow
21 Seller agrees to sell to Purchaser and Purchaser agrees to purchase from Seller the Sellers Shares Lease Personalty and any Included Interests and all other items included in this sale for the Purchase Price and upon the terms and conditions set forth in this Contract
22 The Purchase Price is payable to Seller by Purchaser as follows
221 the Contract Deposit at the time of signing this Contract by Purchasers good check to the order of Escrowee and
222 the Balance at Closing only by cashiers or official bank check or certified check of Purchaser payable to the direct order of Seller The check(s) shall be drawn on and payable by a branch of a commercial or savings bank savings and loan association or trust company located in the same City or County as the Unit Seller may direct on reasonable Notice (defined in para 17) prior to Closing that all or a portion of the Balance shall be made payable to persons other than Seller (see para 177)
3 Personalty
31 Subject to any rights of the Corporation or any holder of a mortgage to which the Lease is subordinate this sale includes all of the Sellers interest if any in the Personalty and the Included Interests
32 No consideration is being paid for the Personalty or for the Included Interests nothing shall be sold to Purchaser if the Closing does not occur
33 Prior to Closing Seller shall remove from the Unit all the furniture furnishings and other property not included in this sale and repair any damage caused by such removal
4 Representations and Covenants
41 Subject to any matter affecting title to the Premises (as to which Seller makes no representations or covenants) Seller represents and covenants that
4 11 Seller is and shall at Closing be the sole owner of the Shares Lease Personalty and Included Interests with the full right power and authority to sell and assign them Seller shall make timely provision to satisfy existing security interest(s) in the Shares and Lease and have the same delivered at Closing (See para 101)
412 the Shares were duly issued fully paid for and are non-assessable
413 the Lease is and will at Closing be in full force and effect and no notice of default under the Lease is now or will at Closing be in effect
414 the Maintenance and Assessments payable as of the date hereof are as specified in para 117 and 118
415 as of this date Seller neither has actual knowledge nor has received any written notice of any increase in Maintenance or any Assessment which has been adopted by the Board of Directors of the Corporation and is not reflected in the amounts set forth in parapara 117 and 118
416 Seller has not made any material alterations or additions to the Unit without any required consent of the Corporation or to Sellers actual knowledge without compliance with all applicable law This provision shall not survive Closing
417 Seller has not entered into shall not enter into and has no actual knowledge of any agreement (other than the Lease) affecting title to the Unit or its use andor occupancy after Closing or which would be binding on or adversely affect Purchaser after Closing (eg a sublease or alteration agreement)
418 Seller has been known by no other name for the past 10 years except as set forth in para 111
419 at Closing in accordance with para 152
4191 there shall be no judgments outstanding against Seller which have not been bonded against collection out of the Unit (Judgments)
4192 the Shares Lease Personalty and any Included Interests shall be free and clear of liens (other than the Corporations general lien on the Shares for which no monies shall be owed) encumbrances and adverse interests (Liens)
4193 all sums due to the Corporation shall be fully paid by Seller to the end of the payment period immediately preceding the date of Closing
4194 Seller shall not be indebted for labor or material which might give rise to the filing of a notice of mechanics lien against the Unit or the Premises and
4195 no violations shall be of record which the owner of the Shares and Lease would be obligated to remedy under the Lease
42 Purchaser represents and covenants that
421 Purchaser is acquiring the Shares and Lease for primary residential occupancy of the Unit solely by the Proposed Occupants identified in para 1 23
422 Purchaser is not and within the past 7 years has not been the subject of a bankruptcy proceeding
423 if para 1203 applies Purchaser shall not apply for financing in connection with this purchase
424 Each individual comprising Purchaser is over the age of 18 and is purchasing for Purchasers own account (beneficial and of record)
425 Purchaser shall not make any representations to the Corporation contrary to the foregoing and shall provide all documents in support thereof required by the Corporation in connection with Purchasers application for approval of this transaction and
426 there are not now and shall not be at Closing any unpaid tax liens or monetary judgments against Purchaser
43 Each Party covenants that its representations and covenants contained in para 4 shall be true and complete at Closing and except for para 416 shall survive Closing but any action based thereon must be instituted within one year after Closing
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 Corporations 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 Corporations shareholders under Internal Revenue Code (IRC) sect216 (or any successor statute)
6 Required Approval and References
61 This sale is subject to the unconditional consent of the Corporation
62 Purchaser shall in good faith
621 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 or if para 1201 or 1202 applies and the Loan Commitment Letter is required by the Corporation within 3 business days after the earlier of (i) the Loan Commitment Date (defined in para 12 1) or (ii) the date of receipt of the Loan Commitment Letter (defined in para 1812) whether said commitment letter is conditional or unconditional
622 attend (and cause any Proposed Occupant to attend) one or more personal interviews as requested by the Corporation and
623 promptly submit to the Corporation such further references data and documents reasonably requested by the Corporation 63 Either Party after learning of the Corporations 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 Corporations 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 para 63 the Escrowee shall refund the Contract Deposit to Purchaser 64 If such consent is refused or not given due to Purchasers bad faith conduct Purchaser shall be in default and para 131 shall govern 7 Condition of Unit and Personalty Possession 71 Seller makes no representation as to the physical condition or state of repair of the Unit the Personalty the Included Interests or the Premises Purchaser has inspected or waived inspection of the Unit the Personalty and the Included Interests and shall take the same as is as of the date of
this Contract except for reasonable wear and tear However at the time of Closing the appliances shall be in working order and required smoke detector(s) shall be installed and operable 72 At Closing Seller shall deliver possession of the Unit Personalty and Included Interests in the condition required by para 71 broom clean vacant and free of all occupants and rights of possession 8 Risk of Loss 81 The provisions of General Obligations Law Section 5-1311 as modified herein shall apply to this transaction as if it were a sale of realty For purposes of this paragraph the term Unit includes built-in Personalty 82 Destruction shall be deemed material under GOL 5-1311 if the reasonably estimated cost to restore the Unit shall exceed 5 of the Purchase Price 83 In the event of any destruction of the Unit or the Premises when neither legal title nor the possession of the Unit has been transferred to Purchaser Seller shall give Notice of the loss to Purchaser (Loss Notice) by the earlier of the date of Closing or 7 business days after the date of the loss 84 If there is material destruction of the Unit without fault of Purchaser this Contract shall be deemed canceled in accordance with para 163 unless Purchaser elects by Notice to Seller to complete the purchase with an abatement of the Purchase Price or 85 Whether or not there is any destruction of the Unit if without fault of Purchaser more than 10 of the units in the Premises are rendered uninhabitable or reasonable access to the Unit is not available then Purchaser shall have the right to cancel this Contract in accordance with para 163 by Notice to Seller 86 Purchasers Notice pursuant to para 84 or para 85 shall be given within 7 business days following the giving of the Loss Notice except that if Seller does not give a Loss Notice Purchasers Notice may be given at any time at or prior to Closing 87 In the event of any destruction of the Unit Purchaser shall not be entitled to an abatement of the Purchase Price (i) that exceeds the reasonably estimated cost of repair and restoration or (ii) for any loss that the Corporation is obliged to repair or restore but Seller shall assign to Purchaser without recourse Sellers claim if any against the Corporation with respect to such loss 9 Closing Location The Closing shall be held at the location designated by the Corporation or if no such designation is made at the office of Sellers Attorney 10 Closing 101 At Closing Seller shall deliver or cause to be delivered 1011 Sellers certificate for the Shares duly endorsed for transfer to Purchaser or accompanied by a separate duly executed stock power to Purchaser and in either case with any guarantee of Sellers signature required by the Corporation 1012 Sellers counterpart original of the Lease all assignments and assumptions in the chain of title and a duly executed assignment thereof to Purchaser in the form required by the Corporation 1013 FIRPTA documents required by para 25 1014 keys to the Unit building entrance(s) and if applicable garage mailbox storage unit and any locks in the Unit 1015 if requested an assignment to Purchaser of Sellers interest in the Personalty and Included Interests 1016 any documents and payments to comply with para 152 1017 If Seller is unable to deliver the documents required in para 1011 or 1012 then Seller shall deliver or cause to be delivered all documents and payments required by the Corporation for the issuance of anew certificate for the Shares or a new Lease 102 At Closing Purchaser shall 1021 pay the Balance in accordance with para 222 1022 execute and deliver to Seller and the Corporation an agreement assuming the Lease in the form required by the Corporation and 1023 if requested by the Corporation execute and deliver counterparts of a new lease substantially the same as the Lease for the balance of the Lease term in which case the Lease shall be canceled and surrendered to the Corporation together with Sellers assignment thereof to Purchaser
103 At Closing the Parties shall complete and execute all documents necessary 1031 for Internal Revenue Service (IRS) form 1099-S or other similar requirements 1032 to comply with smoke detector requirements and any applicable transfer tax filings and 1033 to transfer Sellers interest if any in and to the Personalty and Included Interests 104 Purchaser shall not be obligated to close unless at Closing the Corporation delivers 1041 to Purchaser a new certificate for the Shares in the name of Purchaser and 1042 a written statement by an officer or authorized agent of the Corporation consenting to the transfer of the Shares and Lease to Purchaser and setting forth the amounts of and payment status of all sums owed by Seller to the Corporation including Maintenance and any Assessments and the dates to which each has been paid 11 Closing Fees Taxes and Apportionments 11 1 At or prior to Closing 1111 Seller shall pay if applicable 11111 the cost of stock transfer stamps and 11112 transfer taxes except as set forth in para 11122 1112 Purchaser shall pay if applicable 11121 any fee imposed by the Corporation relating to Purchasers financing and 11122 transfer taxes imposed by statute primarily on Purchaser (eg the mansion tax) 112 The Flip Tax if any shall be paid by the Party specified in para 119 113 Any fee imposed by the Corporation and not specified in this Contract shall be paid by the Party upon whom such fee is expressly imposed by the Corporation and if no Party is specified by the Corporation then such fee shall be paid by Seller 114 The Parties shall apportion as of 1159 PM of the day preceding the Closing the Maintenance and any other periodic charges due the Corporation (other than Assessments) and STAR Tax Exemption (if the Unit is the beneficiary of same) based on the number of the days in the month of Closing 115 Assessments whether payable in a lump sum or installments shall not be apportioned but shall be paid by the Party who is the owner of the Shares on the date specified by the Corporation for payment Purchaser shall pay any installments payable after Closing provided Seller had the right and elected to pay the Assessment in installments 116 Each Party shall timely pay any transfer taxes for which it is primarily liable pursuant to law by cashiers official bank certified or attorneys escrow check This para 116 shall survive Closing 117 Any computational errors or omissions shall be corrected within 6 months after Closing This para 117 shall survive Closing 12 Broker 121 Each Party represents that such Party has not dealt with any person acting as a broker whether licensed or unlicensed in connection with this transaction other than the Broker(s) named in para 15 122 Seller shall pay the Brokers commission pursuant to a separate agreement The Broker(s) shall not be deemed to be a third-party beneficiary of this Contract 123 This para 12 shall survive Closing cancellation or termination of this Contract 13 Defaults Remedies and Indemnities 131 In the event of a default or misrepresentation by Purchaser Sellers sole and exclusive remedies shall be to cancel this Contract retain the Contract Deposit as liquidated damages and if applicable Seller may enforce the indemnity in para 133 as to brokerage commission or sue under para 134 Purchaser prefers to limit Purchasers exposure for actual damages to the amount of the Contract Deposit which Purchaser agrees constitutes a fair and reasonable amount of compensation for Sellers damages under the circumstances and is not a penalty The principles of real property law shall apply to this liquidated damages provision 132 In the event of a default or misrepresentation by Seller Purchaser shall have such remedies as Purchaser is entitled to at law or in equity including
specific performance because the Unit and possession thereof cannot be duplicated 133 Subject to the provisions of para 43 each Party indemnifies and holds harmless the other against and from any claim judgment loss liability cost or expense resulting from the indemnitors breach of any of its representations or covenants stated to survive Closing cancellation or termination of this Contract Purchaser indemnifies and holds harmless Seller against and from any claim judgment loss liability cost or expense resulting from the Lease obligations accruing from and after the Closing Each indemnity includes without limitation reasonable attorneys fees and disbursements court costs and litigation expenses arising from the defense of any claim and enforcement or collection of a judgment under this indemnity provided the indemnitee is given Notice and opportunity to defend the claim This para 133 shall survive Closing cancellation or termination of this Contract 134 In the event any instrument for the payment of the Contract Deposit fails of collection Seller shall have the right to sue on the uncollected instrument In addition such failure of collection shall be a default under this Contract provided Seller gives Purchaser Notice of such failure of collection and within 3 business days after Notice is given Escrowee does not receive from Purchaser an unendorsed good certified check bank check or immediately available funds in the amount of the uncollected funds Failure to cure such default shall entitle Seller to the remedies set forth in Paragraph 131 and to retain all sums as may be collected andor recovered 14 Entire Agreement Modification 141 All prior oral or written representations understandings and agreements had between the Parties with respect to the subject matter of this Contract and with the Escrowee as to para 27 are merged in this Contract which alone fully and completely expresses the Parties and Escrowees agreement 142 The Attorneys may extend in writing any of the time limitations stated in this Contract Any other provision of this Contract may be changed or waived only in writing signed by the Party or Escrowee to be charged 15 Removal of Liens and Judgments 151 Purchaser shall deliver or cause to be delivered to Seller or Sellers Attorney not less than 10 calendar days prior to the Scheduled Closing Date a Lien and Judgment search except that Liens or Judgments first disclosed in a continuation search shall be reported to Seller within 2 business days after receipt thereof but not later than the Closing Seller shall have the right to adjourn the Closing pursuant to para 16 to remove any such Liens and Judgments Failure by Purchaser to timely deliver such search or continuation search shall not constitute a waiver of Sellers covenants in para 4 as to Liens and Judgments However if the Closing is adjourned solely by reason of untimely delivery of the Lien and Judgment search the apportionments under Paragraph 113 shall be made as of 1159 PM of the day preceding the Scheduled Closing Date in para 115 152 Seller at Sellers expense shall obtain and deliver to the Purchaser the documents and payments necessary to secure the release satisfaction termination and discharge or removal of record of any Liens and Judgments Seller may use any portion of the Purchase Price for such purposes 153 This para 15 shall survive Closing 16 Sellers Inability 161 If Seller shall be unable to transfer the items set forth in para 21 in accordance with this Contract for any reason other than Sellers failure to make a required payment or other willful act or omission then Seller shall have the right to adjourn the Closing for periods not exceeding 60 calendar days in the aggregate but not extending beyond the expiration of Purchasers Loan Commitment Letter if para 1201 or 1202 applies 162 If Seller does not elect to adjourn the Closing or (if adjourned) on the adjourned date of Closing Seller is still unable to perform then unless Purchaser elects to proceed with the Closing without abatement of the Purchase Price either Party may cancel this Contract on Notice to the other Party given at any time thereafter 163 In the event of such cancellation the sole liability of Seller shall be to cause the Contract Deposit to be refunded to Purchaser and to reimburse Purchaser for the actual costs incurred for Purchases lien and title search if any
17 Notices and Contract Delivery 171 Any notice or demand (Notice) shall be in writing and delivered either by hand overnight delivery or certified or registered mail return receipt requested to the Party or and simultaneously in like manner to such Partys Attorney if any and to Escrowee at their respective addresses or to such other address as shall hereafter be designated by Notice given pursuant to this para 17 172 The Contract may be delivered as provided in para 171 or by ordinary mail 173 The Contract or each Notice shall be deemed given and received 1731 on the day delivered by hand 1732 on the business day following the date sent by overnight delivery 1733 on the 5th business day following the date sent by certified or registered mail or 1734 as to the Contract only 3 business days following the date of ordinary mailing 174 A Notice to Escrowee shall be deemed given only upon actual receipt by Escrowee 175 The Attorneys are authorized to give and receive any Notice on behalf of their respective clients 176 Failure or refusal to accept a Notice shall not invalidate the Notice 177 Notice pursuant to parapara 222 and 134 may be delivered by confirmed facsimile to the Partys Attorney and shall be deemed given when transmission is confirmed by senders facsimile machine 18 Financing Provisions 181 The provisions of parapara 181 and 182 are applicable only if para 1201 or 1202 applies 1811 An Institutional Lender is any of the following that is authorized under Federal or New York State law to issue a loan secured by the Shares and Lease and is currently extending similarly secured loan commitments in the county in which the Unit is located a bank savings bank savings and loan association trust company credit union of which Purchaser is a member mortgage banker insurance company or governmental entity 1812 A Loan Commitment Letter is a written offer from an Institutional Lender to make a loan on the Financing Terms (see para 1 2 1) at prevailing fixed or adjustable interest rates and on other customary terms generally being offered by Institutional Lenders making cooperative share loans An offer to make a loan conditional upon obtaining an appraisal satisfactory to the Institutional Lender shall not become a Loan Commitment Letter unless and until such condition is met An offer conditional upon any factor concerning Purchaser (eg sale of current home payment of outstanding debt no material adverse change in Purchasers financial condition etc) is a Loan Commitment Letter whether or not such condition is met Purchaser accepts the risk that and cannot cancel this Contract if any condition concerning Purchaser is not met 182 Purchaser directly or through a mortgage broker registered pursuant to Article 12-D of the Banking Law shall diligently and in good faith 1821 apply only to an Institutional Lender for a loan on the Financing Terms (see para 121) on the form required by the Institutional Lender containing truthful and complete information and submit such application together with such documents as the Institutional Lender requires and pay the applicable fees and charges of the Institutional Lender all of which shall be performed within 5 business days after the Delivery Date 1822 promptly submit to the Institutional Lender such further references data and documents requested by the Institutional Lender and 1823 accept a Loan Commitment Letter meeting the Financing Terms and comply with all requirements of such Loan Commitment Letter (or any other loan commitment letter accepted by Purchaser) and of the Institutional Lender in order to close the loan and 1824 furnish Seller with a copy of the Loan Commitment Letter promptly after Purchasers receipt thereof 1825 Purchaser is not required to apply to more than one Institutional Lender 183 If Paragraph 1201 applies then 1831 provided Purchaser has complied with all applicable provisions of para 182 and this para 183 Purchaser may cancel this Contract as set forth below if
18311 any Institutional Lender denies Purchasers application in writing prior to the Loan Commitment Date (see Paragraph 121) or 18312 a Loan Commitment Letter is not issued by the Institutional Lender on or before the Loan Commitment Date or 18313 any requirement of the Loan Commitment Letter other than one concerning Purchaser is not met (eg failure of the Corporation to execute and deliver the Institutional Lenders recognition agreement or other document financial condition of the Corporation owner occupancy quota etc) or 18314 (i) the Closing is adjourned by Seller or the Corporation for more than 30 business days from the Scheduled Closing Date and (ii) the Loan Commitment Letter expires on a date more than 30 business days after the Scheduled Closing Date and before the new date set for Closing pursuant to this para and (iii) Purchaser is unable in good faith to obtain from the Institutional Lender an extension of the Loan Commitment Letter or a new Loan Commitment Letter on the Financing Terms without paying additional fees to the Institutional Lender unless Seller agrees by Notice to Purchaser within 5 business days after receipt of Purchasers Notice of cancellation on such ground that Seller will pay such additional fees and Seller pays such fees when due Purchaser may not object to an adjournment by Seller for up to 30 business days solely because the Loan Commitment Letter would expire before such adjourned Closing date 1832 Purchaser shall deliver Notice of cancellation to Seller within 5 business days after the Loan Commitment Date if cancellation is pursuant to para 18311 or 18312 and on or prior to the Scheduled Closing Date if cancellation is pursuant to para 18313 or 18314 1833 If cancellation is pursuant to Paragraph 18311 then Purchaser shall deliver to Seller together with Purchasers Notice a copy of the Institutional Lenders written denial of Purchasers loan application If cancellation is pursuant to para 18313 then Purchaser shall deliver to Seller together with Purchasers Notice evidence that a requirement of the Institutional Lender was not met 1834 Seller may cancel this Contract by Notice to Purchaser sent within 5 days after the Loan Commitment Date if Purchaser shall not have sent by then either (i) Purchasers Notice of cancellation or (ii) a copy of the Loan Commitment Letter to Seller which cancellation shall become effective if Purchaser does not deliver a copy of such Loan Commitment Letter to Seller within 10 business days after the Loan Commitment Date 1835 Failure by either Purchaser or Seller to deliver Notice of cancellation as required by this para 183 shall constitute a waiver of the right to cancel under this para 183 1836 If this Contract is canceled by Purchaser pursuant to this para 183 then thereafter neither Party shall have any further rights against or obligations or liabilities to the other by reason of this Contract except that the Contract Deposit shall be promptly refunded to Purchaser and except as set forth in para 12 If this Contract is canceled by Purchaser pursuant to para 18314 then Seller shall reimburse Purchaser for any non-refundable financing and inspection expenses and other sums reimbursable pursuant to para 16 1837 Purchaser cannot cancel this Contract pursuant to 18314 and cannot obtain a refund of the Contract Deposit if the Institutional Lender fails to fund the loan 18371 because a requirement of the Loan Commitment Letter concerning Purchaser is not met (eg Purchasers financial condition or employment status suffers an adverse change Purchaser fails to satisfy a condition relating to the sale of an existing residence etc) or 18372 due to the expiration of a Loan Commitment Letter issued with an expiration date that is not more than 30 business days after the Scheduled Closing Date 19 SingularPlural and JointSeveral The use of the singular shall be deemed to include the plural and vice versa whenever the context so requires If more than one person constitutes Seller or Purchaser their obligations as such Party shall be joint and several 20 No Survival No representation andor covenant contained herein shall survive Closing except as expressly provided Payment of the Balance shall constitute a discharge and release by Purchaser of all of Sellers obligations hereunder except those expressly stated to survive Closing 21 Inspections
Purchaser and Purchasers representatives shall have the right to inspect the Unit within 48 hours prior to Closing and at other reasonable times upon reasonable request to Seller 22 Governing Law and Venue This Contract shall be governed by the laws of the State of New York without regard to principles of conflict of laws Any action or proceeding arising out of this Contract shall be brought in the county or Federal district where the Unit is located and the Parties hereby consent to said venue 23 No Assignment by Purchaser Death of Purchaser 231 Purchaser may not assign this Contract or any of Purchasers rights hereunder Any such purported assignment shall be null and void 232 This Contract shall terminate upon the death of all persons comprising Purchaser and the Contract Deposit shall be refunded to the Purchaser Upon making such refund and reimbursement neither Party shall have any further liability or claim against the other hereunder except as set forth in para 12 24 Cooperation of Parties 241 The Parties shall each cooperate with the other the Corporation and Purchasers Institutional Lender and title company if any and obtain execute and deliver such documents as are reasonably necessary to consummate this sale 242 The Parties shall timely file all required documents in connection with all governmental filings that are required by law Each Party represents to the other that its statements in such filings shall be true and complete This para 242 shall survive Closing 25 FIRPTA The parties shall comply with IRC sectsect 897 1445 and the regulations thereunder as same may be amended (FIRPTA) If applicable Seller shall execute and deliver to purchaser at Closing a Certification of Non-Foreign Status (CNS) or deliver a Withholding Certificate from the IRS If Seller fails to deliver a CNS or a Withholding Certificate Purchaser shall withhold from the Balance and remit to the IRS such sum as may be required by law Seller hereby waives any right of action against Purchaser on account of such withholding and remittance This para 25 shall survive Closing 26 Additional Requirements 261 Purchaser shall not be obligated to close unless all of the following requirements are satisfied at the time of the Closing 2611 the Corporation is in good standing 2612 the Corporation has fee or leasehold title to the Premises whether or not marketable or insurable and 2613 there is no pending in rem action tax certificatelien sale or foreclosure action of any underlying mortgage affecting the Premises 262 If any requirement in para 261 is not satisfied at the time of the Closing Purchaser shall give Seller Notice and if the same is not satisfied within a reasonable period of time thereafter then either Party may cancel this Contract (pursuant to para 163) by Notice 27 Escrow Terms 271 The Contract Deposit shall be deposited by Escrowee in an escrow account as set forth in para 124 and the proceeds held and disbursed in accordance with the terms of this Contract At Closing the Contract Deposit shall be paid by Escrowee to Seller If the Closing does not occur and either Party gives Notice to Escrowee demanding payment of the Contract Deposit Escrowee shall give prompt Notice to the other Party of such demand If Escrowee does not receive a Notice of objection to the proposed payment from such other Party within 10 business days after the giving of Escrowees Notice Escrowee is hereby authorized and directed to make such payment to the demanding party If Escrowee does receive such a Notice of objection within said period or if for any reason Escrowee in good faith elects not to make such payment Escrowee may continue to hold the Contract Deposit until otherwise directed by a joint Notice by the Parties or a final non-appealable judgment order or decree of a court of competent jurisdiction However Escrowee shall have the right at any time to deposit the Contract Deposit and the interest thereon if any with the clerk of a court in the county as set forth in para 22 and shall give Notice of such deposit to each Party Upon disposition of the Contract Deposit and
interest thereon if any in accordance with this para 27 Escrowee shall be released and discharged of all escrow obligations and liabilities 272 The Party whose Attorney is Escrowee shall be liable for loss of the Contract Deposit If the Escrowee is Sellers attorney then Purchaser shall be credited with the amount of the contract Deposit at Closing 273 Escrowee will serve without compensation Escrowee is acting solely as a stakeholder at the Parties request and for their convenience Escrowee shall not be liable to either Party for any act or omission unless it involves bad faith willful disregard of this Contract or gross negligence In the event of any dispute Seller and Purchaser shall jointly and severally (with right of contribution) defend (by attorneys selected by Escrowee) indemnify and hold harmless Escrowee from and against any claim judgment loss liability cost and expenses incurred in connection with the performance of Escrowees acts or omissions not involving bad faith willful disregard of this Contract or gross negligence This indemnity includes without limitation reasonable attorneys fees either paid to retain attorneys or representing the fair value of legal services rendered by Escrowee to itself and disbursements court costs and litigation expenses 274 Escrowee acknowledges receipt of the Contract Deposit by check subject to collection
275 Escrowee agrees to the provisions of this para 27 276 If Escrowee is the Attorney for a Party Escrowee shall be permitted to represent such Party in any dispute or lawsuit 277 This para 27 shall survive Closing cancellation or termination of this Contract 28 Margin Headings The margin headings do not constitute part of the text of this Contract 29 Miscellaneous This Contract shall not be binding unless and until Seller delivers a fully executed counterpart of this Contract to Purchaser (or Purchasers Attorney) pursuant to para 172 and 173 This Contract shall bind and inure to the benefit of the Parties hereto and their respective heirs personal and legal representatives and successors in interest 30 Lead Paint If applicable the complete and fully executed Disclosure of Information on Lead Based Paint and or Lead-Based Paint Hazards is attached hereto and made a part hereof
In Witness Whereof the Parties hereto have duly executed this Contract as of the date first above written
ESCROW TERMS AGREED TO SELLER PURCHASER GIDDINS CLAMAN LLP ESCROWEE
Rider to and Part of Contract of Sale Between as Seller and as Purchaser for Unit at New York NY
31 Purchasers Additional Representations and Covenants 3 11 Supplementing para 42 of the Contract Purchaser also represents and covenants that 3111 Purchaser has and will at Closing have available unencumbered cash and cash equivalents (including publicly traded securities) in a sum at least equal to (and having a then current value of) the Balance and 3112 Purchaser has and will at and immediately following the Closing have a positive net worth 312 the Maintenance and the monthly amount of the Assessment (if any) do not aggregate more than 25 of the current total gross monthly income of the individuals comprising the Purchaser
313 (if para 1201 or para 1202 applies) the monthly debt service (interest and amortization of principal if any) of the proposed financing together with the Maintenance and the monthly Assessment amount (if any) do not aggregate more than 35 of said current total gross monthly income 32 Supplementing paragraph 4 1 Seller has no actual knowledge of a material default or condition which the Lessee is required to cure under the Lease and which remains uncured If prior to Closing Seller acquires knowledge of a such default or condition which the Lessee would be required to cure then Seller shall cure same at or prior to Closing This provision shall not survive closing
The Parties have duly executed this Rider as of the same date as the Contract SELLER PURCHASER ______________________________ _______________________________
Note This form is intended to deal with matters common to most transactions
involving the sale of a condominium unit Provisions should be added altered or
deleted to suit the circumstances of a particular transaction No representation is
made that this form of contract complies with Section 5-702 of the General
Obligations Law (ldquoPlain Language Lawrdquo)
CONSULT YOUR LAWYER BEFORE SIGNING THIS AGREEMENT
Contract of Sale - Condominium Unit
Agreement made as of 2010 between residing at Street Apt
New York NY (ldquoSellerrdquo) and residing at (ldquoPurchaserrdquo)
1 Unit Seller agrees to sell and convey and Purchaser agrees to purchase Unit
No (ldquoUnitrdquo) in the building (ldquoBuildingrdquo) known as Condominium
(ldquoCondominiumrdquo) and located at New York NY New York together with a
XXXXX percent undivided interest in the Common Elements (as defined in para 6)
appurtenant thereto all upon and subject to the terms and conditions set forth herein The
Unit shall be as designated in the Declaration of Condominium Ownership (as the same
may be amended from time to time the ldquoDeclarationrdquo) of the Condominium recorded in
New York County New York or the By-Laws (as the same may be amended from time
to time the ldquoBy-Lawsrdquo) of the Condominium
2 Personal Property (a) The sale includes all of Sellerrsquos right title and
interest if any in and to
(i) the refrigerators freezers ranges ovens built-in microwave
ovens dishwashers washing machines clothes dryers cabinets and counters lighting
and plumbing fixtures chandeliers air conditioning equipment venetian blinds shades
screens storm windows and other window treatments wall-to-wall carpeting
bookshelves switchplates door hardware and mirrors built-ins and articles of property
and fixtures attached to or appurtenant to the Unit except those listed in subpara 2(b) all
of which included property and fixtures are represented to be owned by Seller free and
clear of all liens and encumbrances other than those encumbrances (ldquoPermitted
Exceptionsrdquo) set forth on Schedule A annexed hereto and made a part hereof (strike out
inapplicable items) to the extent any of the foregoing exist in the Unit on the date
hereof and
- 2 -
(ii)
(b) Excluded from this sale are
(i) furniture and furnishings (other than as specifically provided
in this Contract) and
(ii)
(c) The property referred to in subpara 2(a)(i) and (ii) may not be
purchased if title to the Unit is not conveyed hereunder
3 Purchase Price (a) The purchase price (ldquoPurchase Pricerdquo) is $
payable as follows
(i) $ (ldquoDownpaymentrdquo) on the signing of this Contract by
good check subject to collection the receipt of which is hereby acknowledged to be held
in escrow pursuant to para 16 and
(ii) $ constituting the balance of the Purchase Price by
certified check of Purchaser or official bank check (except as otherwise provided in this
Contract) on the delivery of the deed as hereinafter provided
(b) All checks in payment of the Purchase Price shall represent United
States currency and be drawn on or issued by a bank or trust company authorized to
accept deposits in New York State All checks in payment of the Downpayment shall be
payable to the order of Escrowee (as hereinafter defined) All checks in payment of the
balance of the Purchase Price shall be payable to the order of Seller (or as Seller
otherwise directs pursuant to subparas 6(a)(viii) or 18(b))
(c) Except for the Downpayment and checks aggregating not more than
one-half of one percent of the Purchase Price One Thousand Dollars ($100000)
including payment for closing adjustments all checks delivered by Purchaser shall be
certified or official bank checks as hereinabove provided
4 Closing of Title The closing documents referred to in para 6 shall be
delivered and payment of the balance of the Purchase Price shall be made at the closing
of title (ldquoClosingrdquo) to be held on or about at AM at the offices of
Giddins Claman LLP 675 Third Avenue 29th
Floor New York NY or at the office
of Purchaserrsquos lending institution or its counsel provided however that such office is
located in either the City or County in which either (a) Sellerrsquos attorney maintains an
office or (b) the Unit is located
5 Representations Warranties and Covenants Seller represents warrants
and covenants that
- 3 -
(a) Seller is the sole owner of the Unit and the property referred to in
subpara 2(a) and Seller has the full right power and authority to sell convey and transfer
the same
(b) The common charges (excluding separately billed utility charges) for
the Unit on the date hereof are $xxxxx per month
(c) Seller has not received any written notice of any intended assessment
or increase in common charges not reflected in subpara 5(b) Purchaser acknowledges
that it will not have the right to cancel this Contract in the event of the imposition of any
assessment or increase in common charges after the date hereof of which Seller has not
heretofore received written notice
(d) The real estate taxes for the Unit for the fiscal year of ________
through ________ are $_________ Purchaser may verify the real estate taxes on the
website of the New York City Department of Finance A printout from the website
is attached
(e) Seller is not a ldquosponsorrdquo or a nominee of a ldquosponsorrdquo under any plan of
condominium organization affecting the Unit
(f) All refrigerators freezers ranges dishwashers washing machines
clothes dryers and air conditioning equipment included in this sale will be in working
order at the time of Closing
(g) If a copy is attached to this Contract the copy of the Certificate of
Occupancy covering the Unit is a true and correct copy and
(h) Seller is not a ldquoforeign personrdquo as defined in para 17 (If inapplicable
delete and provide for compliance with Code Withholding Section as defined in para
17)
6 Closing Documents (a) At the Closing Seller shall deliver to Purchaser the
following
(i) Bargain and sale deed With covenant against grantorrsquos acts
(ldquoDeedrdquo) complying with RPL sect 339-o and containing the covenant required by LL sect
13(5) conveying to Purchaser title to the Unit together with its undivided interest in the
Common Elements (as such term is defined in the Declaration and which term shall be
deemed to include Sellerrsquos right title and interest in any limited common elements
attributable to or used in connection with the Unit) appurtenant thereto free and clear of
all liens and encumbrances other than Permitted Exceptions The Deed shall be executed
and acknowledged by Seller and if requested by the Condominium executed and
acknowledged by Purchaser in proper statutory form for recording
- 4 -
(ii) If a corporation and if required pursuant to BCL sect 909 Seller
shall deliver to Purchaser (1) a resolution of its board of directors authorizing the delivery
of the Deed and (2) a certificate executed by an officer of such corporation certifying as
to the adoption of such resolution and setting forth facts demonstrating that the delivery
of the Deed is in conformity with the requirements of BCL sect 909 The Deed shall also
contain a recital sufficient to establish compliance with such law
(iii) A waiver of right of first refusal of the board of managers of
the Condominium (ldquoBoardrdquo) if required in accordance with para 8
(iv) A statement by the Condominium or its managing agent that
the common charges and any assessments then due and payable the Condominium have
been paid to the date of the Closing
(v) All keys to the doors of and mailbox for the Unit
(vi) Such affidavits andor other evidence as the title company
(ldquoTitle Companyrdquo) from which Purchaser has ordered a title insurance report and which
is authorized to do business in New York State shall reasonably require in order to omit
from its title insurance policy all exceptions for judgments bankruptcies or other returns
against Seller and persons or entities whose names are the same as or are similar to
Sellerrsquos name
(vii) New York City Real Property Transfer Tax Return if
applicable and New York State Real Estate Transfer Tax Return prepared executed and
acknowledged by Seller in proper form for submission
(viii) Checks in payment of all applicable real property transfer
taxes except a transfer tax which by law is primarily imposed on the purchaser
(ldquoPurchaser Transfer Taxrdquo) due in connection with the sale In lieu of delivery of such
checks Seller shall have the right upon reasonable prior notice to Purchaser to cause
Purchaser to deliver said checks at the Closing and to credit the amount thereof against
the balance of the Purchase Price Seller shall pay the additional transfer taxes if any
payable after the Closing by reason of the conveyance of the Unit which obligation shall
survive the Closing
(ix) Certification that Seller is not a foreign person pursuant to
para 17 or a withholding certificate from the Internal Revenue Service (If inapplicable
delete and provide for compliance with Code Section as defined in para 17) and
(x) Affidavit that a single station smoke detecting alarm device is
installed pursuant to New York Executive Law sect378(5)
(b) At the Closing Purchaser shall deliver to Seller the following
- 5 -
(i) Checks in payment of (y) the balance of the Purchase Price in
accordance with subpara 3(b) and (z) any Purchaser Transfer Tax
(ii) If required by the Declaration or By-Laws power of attorney
to the Board prepared by Seller in the form required by the Condominium The power of
attorney shall be executed and acknowledged by Purchaser and after being recorded
shall be sent to the Condominium
(iii) New York City Real Property Transfer Tax Return executed
and acknowledged by Purchaser and an Affidavit in Lieu of Registration pursuant to New
York Multiple Dwelling Law each in proper form for submission if applicable and
(iv) If required New York State Equalization Return executed
and acknowledged by Purchaser in proper form for submission
(c) It is a condition of Purchaserrsquos obligation to close title hereunder that
(i) All notes or notices of violations of law or governmental
orders ordinances or requirements affecting the Unit and noted or issued by any
governmental department agency or bureau having jurisdiction which were noted or
issued on or prior to the date hereof shall have been cured by Seller
(ii) Any written notice to Seller from the Condominium (or its
duly authorized representative) that the Unit is in violation of the Declaration By-Laws
or rules and regulations of the Condominium shall have been cured and
(iii) The Condominium is a valid condominium created pursuant
to RPL Art 9-B and the Title Company will so insure
7 Closing Adjustments (a) The following adjustments shall be made as of
1159 PM of the day before the Closing
(i) Real estate taxes and water charges and sewer rents if
separately assessed on the basis of the fiscal period for which assessed except that if
there is a water meter with respect to the Unit apportionment shall be based on the last
available reading subject to adjustment after the Closing promptly after the next reading
is available provided however that in the event real estate taxes have not as of the date
of Closing been separately assessed to the Unit real estate taxes shall be apportioned on
the same basis as provided in the Declaration or By-Laws or in the absence of such
provision based upon the Unitrsquos percentage interest in the Common Elements
(ii) Common charges of the Condominium and
(iii) If fuel is separately stored with respect to the Unit only the
value of fuel stored with respect to the Unit at the price then charged by Sellerrsquos supplier
- 6 -
(as determined by a letter or certificate to be obtained by Seller from such supplier)
including any sales taxes
(b) If at the time of Closing the Unit is affected by an assessment which is
or may become payable in installments then for the purposes of this Contract only the
unpaid installments which are then due shall be considered due and are to be paid by
Seller at the Closing All subsequent installments at the time of Closing shall be the
obligation of Purchaser
(c) Any errors or omissions in computing closing adjustments shall be
corrected This subpara 7(c) shall survive the Closing
(d) If the Unit is located in the City of New York the ldquocustoms in respect
to title closingsrdquo recommended by The Real Estate Board of New York Inc as amended
and in effect on the date of Closing shall apply to the adjustments and other matters
therein mentioned except as otherwise provided herein
8 Right of First Refusal If so provided in the Declaration or By-Laws this
sale is subject to and conditioned upon the waiver of a right of first refusal to purchase
the Unit held by the Condominium and exercisable by the Board Seller agrees to give
notice promptly to the Board of the contemplated sale of the Unit to Purchaser which
notice shall be given in accordance with the terms of the Declaration and By-Laws and
Purchaser agrees to provide promptly all applications information and references
reasonably requested by the Board If the Board shall exercise such right of first refusal
Seller shall promptly refund to Purchaser the Downpayment (which term for all purposes
of this Contract shall be deemed to include interest if any earned thereon) and upon the
making of such refund this Contract shall be deemed cancelled and of no further force or
effect and neither party shall have any further rights against or obligations or liabilities
to the other by reason of this Contract If the Board shall fail to exercise such right of
first refusal within the time and in the manner provided for in the Declaration or By-Laws
or shall declare in writing its intention not to exercise such right of first refusal (a copy of
which writing shall be delivered to Purchaser promptly following receipt thereof) the
parties hereto shall proceed with this sale in accordance with the provisions of this
Contract
9 Processing Fee Seller shall at the Closing pay all fees and charges payable
to the Condominium (andor its managing agent) in connection with this sale and
customarily charged to Sellers by the Condominium including without limitation
any processing fee the legal fees if any of the Condominiumrsquos attorney in connection
with this sale and unless otherwise agreed to by Seller and Purchaser in writing all ldquoflip
taxesrdquo transfer or entrance fees or similar charges if any payable to or for the
Condominium or otherwise for the benefit of the Condominium unit owners which arise
by reason of this sale Purchaser shall pay all fees customarily charged to Purchasers
by the Condominium or Managing Agent
- 7 -
10 No Other Representations Purchaser has examined and is satisfied with the
Declaration By-Laws and rules and regulations of the Condominium or has waived the
examination thereof Purchaser has inspected the Unit its fixtures appliances and
equipment and the personal property if any included in this sale as well as the Common
Elements of the Condominium and knows the condition thereof and subject to subpara
5(f) agrees to accept the same ldquoas isrdquo ie in the condition they are in on the date hereof
subject to normal use wear and tear between the date hereof and the Closing Purchaser
has examined or waived examination of the last audited financial statements of the
Condominium and has considered or waived consideration of all other matters pertaining
to this Contract and to the purchase to be made hereunder and does not rely on any
representations made by any broker or by Seller or anyone acting or purporting to act on
behalf of Seller as to any matters which might influence or affect the decision to execute
this Contract or to buy the Unit or said personal property except those representations
and warranties which are specifically set forth in this Contract
11 Possession Seller shall prior to the Closing remove from the Unit all
furniture furnishings and other personal property not included in this sale shall repair
any damage caused by such removal and shall deliver exclusive possession of the Unit at
the Closing vacant broom-clean and free of tenancies or other rights of use or
possession
12 Access Seller shall permit Purchaser and its architect decorator or other
authorized persons to have the right of access to the Unit between the date hereof and the
Closing for the purpose of inspecting the same and taking measurements at reasonable
times and upon reasonable prior notice to Seller (by telephone or otherwise) Further
Purchaser shall have the right to inspect the Unit at a reasonable time during the 24-hour
period immediately preceding the Closing
13 Defaults and Remedies (a) If Purchaser defaults hereunder Sellerrsquos sole
remedy shall be to retain the Downpayment as liquidated damages it being agreed that
Sellerrsquos damages in case of Purchaserrsquos default might be impossible to ascertain and that
the Downpayment constitutes a fair and reasonable amount of damages under the
circumstances and is not a penalty
(b) If Seller defaults hereunder Purchaser shall have such remedies as
Purchaser shall be entitled to at law or in equity including but not limited to specific
performance
14 Notices Any notice request or other communication (ldquoNoticerdquo) given or
made hereunder (except for the notice required by para 12) shall be in writing and either
(a) sent by any of the parties hereto or their respective attorneys by registered or certified
mail return receipt requested postage prepaid or (b) delivered in person or by overnight
courier with receipt acknowledged to the address given at the beginning of this Contract
for the party to whom the Notice is to be given or to such other address for such party as
said party shall hereafter designate by Notice given to the other party pursuant to this
- 8 -
para 14 or (c) with respect to para 6(a)(viii) or para 18(b) sent by fax to the partyrsquos
attorney Each Notice mailed shall be deemed given on the third business day following
the date of mailing the same and each Notice delivered in person or by overnight courier
shall be deemed given when delivered A copy of each notice sent to a party shall also be
sent to the partyrsquos attorney Each notice sent by fax shall be deemed given when
transmission is confirmed by the senders fax machine The attorneys for the parties are
hereby authorized to give and receive on behalf of their clients all Notices and deliveries
15 Purchaserrsquos Lien The Downpayment and all other sums paid on account of
this Contract and the reasonable expenses of the examination of title to and departmental
violation searches in respect of the Unit are hereby made a lien upon the Unit but such
lien shall not continue after default by Purchaser hereunder
16 Downpayment in Escrow (a) Sellerrsquos attorney (ldquoEscroweerdquo) shall hold the
Downpayment in escrow in a segregated bank account at the depository identified at the
end of this Contract until Closing or sooner termination of this Contract and shall pay
over or apply the Downpayment in accordance with the terms of this para 16 Escrowee
shall hold the Downpayment in a(n) interest-bearing Escrow account for the benefit of
the parties If interest is held for the benefit of the parties it shall be paid to the party
entitled to the Downpayment and the party receiving the interest shall pay any income
taxes thereon If interest is not held for the benefit of the parties the Downpayment shall
be placed in an IOLA account or as otherwise permitted or required by law The Social
Security or Federal Identification numbers of the parties shall be furnished to Escrowee
upon request At Closing the Downpayment shall be paid by Escrowee to Seller If for
any reason Closing does not occur and either party gives Notice (as defined in paragraph
14) to Escrowee demanding payment of the Downpayment Escrowee shall give prompt
Notice to the other party of such demand If Escrowee does not receive Notice of
objection from such other party to the proposed payment within 10 business days after
the giving of such Notice Escrowee is hereby authorized and directed to make such
payment If Escrowee does receive such Notice of objection within such 10 day period or
if for any other reason Escrowee in good faith shall elect not to make such payment
Escrowee shall continue to hold such amount until otherwise directed by Notice from the
parties to this Contract or a final nonappealable judgment order or decree of a court
However Escrowee shall have the right at any time to deposit the Downpayment with the
clerk of a court in the county in which the Unit is located and shall give Notice of such
deposit to Seller and Purchaser Upon such deposit or other disbursement in accordance
with the terms of this para 16 Escrowee shall be relieved and discharged of all further
obligations and responsibilities hereunder
(b) The parties acknowledge that Escrowee is acting solely as a
stakeholder at their request and for their convenience and that Escrowee shall not be
liable to either party for any act or omission on its part unless taken or suffered in bad
faith or in willful disregard of this Contract or involving gross negligence on the part of
Escrowee Seller and Purchaser jointly and severally (with right of contribution) agree to
- 9 -
defend (by attorneys selected by Escrowee) indemnify and hold Escrowee harmless from
and against all costs claims and expenses (including reasonable attorneysrsquo fees) incurred
in connection with the performance of Escroweersquos 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 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 Escroweersquos agreement to the provisions of this para 16 by signing in
the place indicated in this Contract
(e) Escrowee or any member of its firm shall be permitted to act as
counsel for Seller in any dispute as to the disbursement of the Downpayment or any other
dispute between the parties whether or not Escrowee is in possession of the
Downpayment and continues to act as Escrowee
(f) The party whose attorney is Escrowee shall be liable for loss of the
Downpayment
17 FIRPTA Seller represents and warrants to Purchaser that Seller is not a
ldquoforeign personrdquo as defined in IRC sect 1445 as amended and the regulations issued
thereunder (ldquoCode Withholding Sectionrdquo) At the Closing Seller shall deliver to
Purchaser a certificate stating that Seller is not a foreign person in the form then required
by the Code Withholding Section or a withholding certificate from the Internal Revenue
Service In the event Seller fails to deliver the aforesaid certificate or in the event that
Purchaser is not entitled under the Code Withholding Section to rely on such certificate
Purchaser shall deduct and withhold from the Purchase Price a sum equal to 10 thereof
and shall at Closing remit the withheld amount with the required forms to the Internal
Revenue Service
18 Title Report Acceptable Title (a) Purchaser shall promptly after the date
hereof or after receipt of the mortgage commitment letter if applicable order a title
insurance report from the Title Company Promptly after receipt of the title report and
thereafter of any continuations thereof and supplements thereto Purchaser shall forward a
copy of each such report continuation or supplement to the attorney for Seller Purchaser
shall further notify Sellerrsquos attorney of any other objections to title not reflected in such
title report of which Purchaser becomes aware following the delivery of such report
reasonably promptly after becoming aware of such objections
(b) Any unpaid taxes assessments water charges and sewer rents
together with the interest and penalties thereon to a date not less than two days following
- 10 -
the date of Closing and any other liens and encumbrances which Seller is obligated to
pay and discharge or which are against corporations estates or other persons in the chain
of title together with the cost of recording or filing any instruments necessary to
discharge such liens and encumbrances of record may be paid out of the proceeds of the
monies payable at the Closing if Seller delivers to Purchaser at the Closing official bills
for such taxes assessments water charges sewer rents interest and penalties and
instruments in recordable form sufficient to discharge any other liens and encumbrances
of record Upon request made a reasonable time before the Closing Purchaser shall
provide at the Closing separate checks for the foregoing payable to the order of the holder
of any such lien charge or encumbrance and other wise complying with subpara 3(b) If
the Title Company is willing to insure Purchaser that such charges liens and
encumbrances will not be collected out of or enforced against the Unit and is willing to
insure the lien of Purchaserrsquos Institutional Lender (as hereinafter defined) free and clear
of any such charges liens and encumbrances then Seller shall have the right in lieu of
payment and discharge to deposit with the Title Company such funds or to give such
assurances or to pay such special or additional premiums as the Title Company may
require in order to so insure In such case the charges liens and encumbrances with
respect to which the Title Company has agreed so to insure shall not be considered
objections to title
(c) Seller shall convey and Purchaser shall accept fee simple title to the
Unit in accordance with the terms of this Contract subject only to (a) the Permitted
Exceptions and (b) such other matters as (i) the Title Company or any other title insurer
licensed to do business by the State of New York shall be willing without special or
additional premium to omit as exceptions to coverage or to except with insurance against
collection out of or enforcement against the Unit and (ii) shall be accepted by any lender
which has committed in writing to provide mortgage financing to Purchaser for the
purchase of the Unit (ldquoPurchaserrsquos Institutional Lenderrdquo) except that if such
acceptance by Purchaserrsquos Institutional Lender is unreasonably withheld or delayed such
acceptance shall be deemed to have been given
(d) Notwithstanding any contrary provisions in this Contract express or
implied or any contrary rule of law or custom if Seller shall be unable to convey the
Unit in accordance with this Contract (provided that Seller shall release discharge or
otherwise cure at or prior to Closing any matter created by Seller after the date hereof and
any existing mortgage unless this sale is subject to it) and if Purchaser elects not to
complete this transaction without abatement of the Purchase Price the sole obligation and
liability of Seller shall be to refund the Downpayment to Purchaser together with the
reasonable cost of the examination of title to and departmental violation searches in
respect of the Unit and upon the making of such refund and payment this Contract shall
be deemed cancelled and of no further force or effect and neither party shall have any
further rights against or obligations or liabilities to the other by reason of this Contract
However nothing contained in this subpara 18(d) shall be construed to relieve Seller
from liability due to a willful default
- 11 -
19 Risk of Loss Casualty (a) The risk of loss or damage to the Unit or the
personal property included in this sale by fire or other casualty until the earlier of the
Closing or possession of the Unit by Purchaser is assumed by Seller but without any
obligation of Seller to repair or replace any such loss or damage unless Seller elects to do
so as hereinafter provided Seller shall notify Purchaser of the occurrence of any such
loss or damage to the Unit or the personal property included in this sale within 10 days
after such occurrence or by the date of Closing whichever first occurs and by such
notice shall state whether or not Seller elects to repair or restore the Unit andor the
personal property as the case may be If Seller elects to make such repairs and
restorations Sellerrsquos notice shall set forth an adjourned date for the Closing which shall
be not more than 60 days after the date of the giving of Sellerrsquos notice If Seller either
does not elect to do so or having elected to make such repairs and restorations fails to
complete the same on or before said adjourned date for the Closing Purchaser shall have
the following options
(i) To declare this Contract cancelled and of no further force or
effect and receive a refund of the Downpayment in which event neither party shall
thereafter have any further rights against or obligations or liabilities to the other by
reason of this Contract or
(ii) To complete the purchase in accordance with this Contract
without reduction in the Purchase Price except as provided in the next sentence If Seller
carries hazard insurance covering such loss or damage Seller shall turn over to Purchaser
at the Closing the net proceeds actually collected by Seller under the provisions of such
hazard insurance policies to the extent that they are attributable to loss of or damage to
any property included in this sale less any sums theretofore expended by Seller in
repairing or replacing such loss or damage or in collecting such proceeds and Seller shall
assign (without recourse to Seller) Sellerrsquos right to receive any additional insurance
proceeds which are attributable to the loss of or damage to any property included in this
sale
(b) If Seller does not elect to make such repairs and restorations
Purchaser may exercise the resulting option under (i) or (ii) of (a) above only by notice
given to Seller within 10 days after receipt of Sellerrsquos notice If Seller elects to make such
repairs and restorations and fails to complete the same on or before the adjourned closing
date Purchaser may exercise either of the resulting options within 10 days after the
adjourned closing date
(c) In the event of any loss of or damage to the Common Elements which
materially and adversely affects access to or use of the Unit arising after the date of this
Contract but prior to the Closing Seller shall notify Purchaser of the occurrence thereof
within 10 days after such occurrence or by the date of Closing whichever occurs first in
which event Purchaser shall have the following options
- 12 -
(i) To complete the purchase in accordance with this Contract
without reduction in the Purchase Price or
(ii) To adjourn the Closing until the first to occur of (1)
completion of the repair and restoration of the loss or damage to the point that there is no
longer a materially adverse effect on the access to or use of the Unit or (2) the 60th day
after the date of the giving of Sellerrsquos aforesaid notice In the event Purchaser elects to
adjourn the Closing as aforesaid and such loss or damage is not so repaired and restored
within 60 days after the date of the giving of Sellerrsquos aforesaid notice then Purchaser
shall have the right either to (x) complete the purchase in accordance with this Contract
without reduction in the Purchase Price or (y) declare this Contract cancelled and of no
further force or effect and receive a refund of the Downpayment in which latter event
neither party shall thereafter have any further rights against or obligations or liabilities
to the other by reason of this Contract
(d) In the event of any loss of or damage to the Common Elements which
does not materially and adversely affect access to or use of the Unit Purchaser shall
accept title to the Unit in accordance with this Contract without abatement of the
Purchase Price
20 Internal Revenue Service Reporting Requirement Each party shall
execute acknowledge and deliver to the other party such instruments and take such other
actions as such other party may reasonably request in order to comply with IRC sect
6045(e) as amended or any successor provision or any regulations promulgated pursuant
thereto insofar as the same requires reporting of information in respect of real estate
transactions The provisions of this para 20 shall survive the Closing The parties
designate _________________________________ as the attorney responsible for
reporting this information as required by law
21 Broker Seller and Purchaser represent and warrant to each other that the only
real estate broker with whom they have dealt in connection with this Contract and the
transaction set forth herein is ______________________________ and that they know of
no other real estate broker who has claimed or may have the right to claim a commission
in connection with this transaction The commission of such real estate broker shall be
paid by Seller pursuant to separate agreement If no real estate broker is specified above
the parties acknowledge that this Contract was brought about by direct negotiation
between Seller and Purchaser and each represents to the other that it knows of no real
estate broker entitled to a commission in connection with this transaction Seller and
Purchaser shall indemnify and defend each other against any costs claims or expenses
(including reasonable attorneysrsquo fees) arising out of the breach on their respective parts of
any representation warranty or agreement contained in this para 21 The provisions of
this para 21 shall survive the Closing or if the Closing does not occur the termination of
this Contract
- 13 -
22 Mortgage Commitment Contingency (Delete paragraph if inapplicable) (a)
The obligation of Purchaser to purchase under this Contract is conditioned upon issuance
on or before ____________ days after a fully executed copy of this Contract is given to
Purchaser or Purchaserrsquos attorney in the manner set forth in paragraph 14 or
subparagraph 22(k) (the ldquoCommitment Daterdquo) 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 Purchasers sole cost and expense of $______________ for a term of at least _______
years (or such lesser sum or shorter term as Purchaser shall be willing to accept) at the
prevailing fixed or adjustable rate of interest and on other customary commitment terms
(the ldquoCommitmentrdquo) To the extent a Commitment is conditioned on the sale of
Purchaserrsquos current home payment of any outstanding debt no material adverse change
in Purchaserrsquos 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 Lenderrsquos approval of an appraisal shall not be deemed a ldquoCommitmentrdquo
hereunder until an appraisal is approved (and if that does not occur before the
Commitment Date Purchaser may cancel under subparagraph 22(e) unless the
Commitment Date is extended) Purchaserrsquos 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 Purchaserrsquos
election more than one Institutional Lender for such mortgage loan (ii) furnish accurate
and complete information regarding Purchaser and members of Purchaserrsquos 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 22(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 (ldquoMortgage Brokerrdquo) shall constitute full compliance with
the terms and conditions set forth in subparagraph 22(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 22
- 14 -
(e) If no Commitment is issued by the 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 22(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 22
(f) If this Contract is canceled by Purchaser pursuant to subparagraphs
22(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 21
(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 22(a) then Purchaser shall be deemed to have waived
Purchaserrsquos right to cancel this Contract and to receive a refund of the Downpayment by
reason of the contingency contained in this paragraph 22
(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 of its obligations under this
paragraph 22) and except as set forth in paragraph 21
(i) The attorneys for the parties are hereby authorized to give and receive
on behalf of their clients all Notices and deliveries under this paragraph 22
(j) For purposes of this Contract the term ldquoInstitutional Lenderrdquo 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
(k) For purposes of subparagraph (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
- 15 -
23 Gender Etc As used in this Contract the neuter includes the masculine and
feminine the singular includes the plural and the plural includes the singular as the
context may require
24 Entire Contract All prior understandings and agreements between Seller and
Purchaser are merged in this Contract and this Contract supersedes any and all
understandings and agreements between the parties and constitutes the entire agreement
between them with respect to the subject matter hereof
25 Captions The captions in this Contract are for convenience and reference
only and in no way define limit or describe the scope of this Contract and shall not be
considered in the interpretation of this Contract or any provision hereof
26 No Assignment by Purchaser Purchaser may not assign this Contract or any
of Purchaserrsquos rights hereunder
27 Successors and Assigns Subject to the provisions of para 26 the provisions
of this Contract shall bind and inure to the benefit of both Purchaser and Seller and their
respective distributees executors administrators heirs legal representatives successors
and permitted assigns
28 No Oral Changes This Contract cannot be changed or terminated orally Any
changes or additional provisions must be set forth in a rider attached hereto or in a
separate written agreement signed by both parties to this Contract
29 Contract Not Binding Until Signed This Contract shall not be binding or
effective until properly executed and delivered by Seller and Purchaser
30 Lead-Based Paint If applicable the complete and fully executed disclosure
of information on lead-based paint andor lead-based paint hazards is attached hereto and
made a part hereof
IN WITNESS WHEREOF the parties hereto have duly executed this Contract
on the day and year first above written
Seller Purchaser
_________________________________ ____________________________________
- 16 -
Agreed to as to para 16 ________________________________
Giddins Claman LLP Escrowee
Escrow Depository
Address
SCHEDULE A - Permitted Exceptions
1 Zoning laws and regulations and landmark historic or wetlands designation
which are not violated by the Unit and which are not violated by the Common Elements
to the extent that access to or use of the Unit would be materially and adversely affected
2 Consents for the erection of any structure or structures on under or above any
street or streets on which the Building may abut
3 The terms burdens covenants restrictions conditions easements and rules
and regulations set forth in the Declaration By-Laws and rules and regulations of the
Condominium the Power of Attorney from Purchaser to the board of managers of the
Condominium and the floor plans of the Condominium all as may be amended from time
to time
4 Rights of utility companies to lay maintain install and repair pipes lines
poles conduits cable boxes and related equipment on over and under the Building and
Common Elements provided that none of such rights imposes any monetary obligation
on the owner of the Unit or materially interferes with the use of or access to the Unit
5 Encroachments of stoops areas cellar steps trim cornices lintels window
sills awnings canopies ledges fences hedges coping and retaining walls projecting
from the Building over any street or highway or over any adjoining property and
encroachments of similar elements projecting from adjoining property over the Common
Elements
6 Any state of facts which an accurate survey or personal inspection of the
Building Common Elements or Unit would disclose provided that such facts do not
prevent the use of the Unit for dwelling purposes For the purposes of this Contract none
of the facts shown on the survey if any identified below shall be deemed to prevent the
use of the Unit for dwelling purposes and Purchaser shall accept title subject thereto
- 17 -
The survey referred to in No 6 above was prepared by
___________________________ dated _____________________ and last revised
____________________
7 The lien of any unpaid common charge real estate tax water charge sewer
rent or vault charge provided the same are paid or apportioned at the Closing as herein
provided
8 The lien of any unpaid assessments to the extent of installments thereof
payable after the Closing
9 Liens encumbrances and title conditions affecting the Common Elements
which do not materially and adversely affect the right of the Unit owner to use and enjoy
the Common Elements
10 Notes or notices of violations of law or governmental orders ordinances or
requirements (a) affecting the Unit and noted or issued subsequent to the date of this
Contract by any governmental department agency or bureau having jurisdiction and (b)
any such notes or notices affecting only the Common Elements which were noted or
issued prior to or on the date of this Contract or at any time hereafter
11 Any other matters or encumbrances subject to which Purchaser is required to
accept title to the Unit pursuant to this Contract
ABOUT THE SPEAKERS
Lisa Lippman Senior Vice President and Director was the 1 broker at Brown Harris Stevens in 2009 With 13 years of experience selling real estate Lisa specializes in the sale of high end cooperatives condominiums and townhomes throughout Manhattan As is clear from her record even in tough times Lisa manages to both sell and find homes for her clients
Other awards Lisa has won in the last few years include
middotWall Street Journal top 400-Lisa was 11 in the nation and 2 in Manhattan 2009middotWall Street Journal top 50 brokers in America 2007middotBrown Harris Stevens Westside Office Broker of the Year All Years 2006 - 2009 middotBrown Harris Stevens Westside Office Listing Broker of the Year 2007 2008 2009middotBrown Harris Stevens Largest New Development Deal of the Year 2009
Prior to becoming a real estate broker Lisa spent several years as a lawyer practicing litigation at two prestigious law firms She graduated from The University of Pennsylvania in 1986 and earned her law degree from Cardozo in 1990 Lisarsquos legal background affords her a keen understanding of the negotiation process as well as the complexities needed to complete the deal
A New York City resident for 24 years Lisa offers impeccable knowledge of the market as it applies across all neighborhoods She has lived downtown on the Upper East Side and has now resided on the Upper West Side for the past 14 years Additionally as the mother of three children Lisa is personally involved in the decisions all buyers face in choosing a neighborhood and a home
Lisa takes pride in being a straight-forward intelligent and honest broker She understands the individual needs of each client as well as their comfort with the purchase andor sale process Her listening talents combined with her unbeatable memory work ethic and negotiation skills allow her to service her buyers and sellers most effectively Lisa is also active in the New York community including the UJA and her childrenrsquos school All of this enables her to offer a well-rounded approach to navigating the New York real estate landscape bringing to life the nuances and charms that the City and its real estate market have to offer
LISA LIPPMANSenior Vice PresidentDirector
Lisa Lippman bull 212- 588-5606 bull fax 212-418-9733 bull llippmanbhsusacom
GIDDINS bull CLAMAN LLP
Attorneys at Law
675 THIRD AVENUE
29TH
FLOOR
NEW YORK NEW YORK 10017
(212)573-6703
FAX (212)949-1923 Paul M Giddins
Scott Claman
Giddins Claman LLP ndash Firm Biography
Giddins Claman LLP (formerly Giddins Claman amp Langs LLP) was
established in 1988 by Paul M Giddins formerly an Assistant District Attorney in
the New York County District Attorneyrsquos Office For over 20 years the firm has
specialized in real estate matters in the New York City metropolitan area with an
active transactional real estate practice Mr Giddins has specialized in residential
real estate during that time In addition to purchase sale and refinance transactions
Mr Giddins represents cooperative apartment boards of directors and condominium
boards of managers Mr Giddins also regularly gives lectures and seminars on real
estate matters for many of the prominent real estate brokerage firms in New York
Scott Claman has been in the practice of law in New York for over 26 years
and joined the firm as a member in 1996 having previously been a partner at a law
firm that specialized in the representation of cooperative apartment boards of
directors and condominium boards of managers Mr Claman is regularly engaged
in a variety of transactional real estate matters ranging from commercial leasing
mortgage financing and asset dispositions to individual apartment and house sales
In addition to individual and institutional owners of residential and commercial real
estate Mr Claman also represents cooperative apartment boards of directors and
condominium boards of managers and has given numerous lectures and seminars
on real estate matters for the Real Estate Board of New York and for many of the
prominent real estate brokerage firms in New York
Steven M Nachman serves as Of Counsel to the firm in connection with
commercial and general litigation matters Mr Nachman formerly associated with
the firm of Stroock amp Stroock amp Lavan has over 20 years of civil litigation
experience
Giddins Claman LLP is proud to provide our clients with the benefits of our
collective experience as seasoned litigators and transactional real estate specialists
while maintaining our personal commitment to represent our clients in a manner
associated with a smaller practice
ManhattanResidential Market Report
Fourth Quarter 2010
Manhattan Cooperatives and Condominiums
2 Fourth Quarter 2010
Average and Median Sale Price
Cooperative Average Sale Price
Condominium Average Sale Price
Cover Property BrownHarrisStevenscom WEB272151
Average Sale Price Median Sale Price
Prices for Manhattan apartments continued to edge upward
as their average sale price of $1432787 was 8 higher
than a year ago This marked the sixth straight quarter that
the average price has risen While the number of recorded
transactions fell 25 from a year ago the fourth quarter of 2009
was uncharacteristically busy due to pent-up demand after the
collapse of Lehman Brothers had frozen the market earlier that year
The average co-op price continued to rise sharply as
more buyers favored larger apartments compared to a year ago Two-bedroom and larger
units accounted for 45 of co-op sales up from 40 a year ago This helped push
the overall average co-op price up 17 from 2009rsquos fourth
quarter to $1158333
Condo prices averaged $1751219 during the fourth
quarter 1 higher than a year ago One-bedrooms posted the
biggest increase in average price rising 9 over the past year
to $844964
Studio 1-Bedroom 2-Bedroom 3+Bedroom All
4th Q 10 $342545 $593718 $1231116 $3150700 $1158333
3rd Q 10 $366086 $606444 $1206257 $3049980 $1156733
2nd Q 10 $356696 $597311 $1301392 $2872496 $1065814
1st Q 10 $334307 $587538 $1132150 $3098881 $1079195
4th Q 09 $345725 $585238 $1133967 $3001012 $990921
Studio 1-Bedroom 2-Bedroom 3+Bedroom All
4th Q 10 $495002 $844964 $1637638 $4567750 $1751219
3rd Q 10 $495876 $809514 $1596021 $3835376 $1724180
2nd Q 10 $464559 $840829 $1570772 $3922994 $1686690
1st Q 10 $529970 $819785 $1608375 $4250098 $1730415
4th Q 09 $554568 $772525 $1583362 $4574080 $1732362
Average Sale Price Median Sale Price
$1600000
$1400000
$1200000
$1000000
$800000
$400000
$600000
$1369883 $820000
1Q10
$1324504 $800000
4Q09
$1432787 $840000
4Q10
$1423378 $890000
3Q10
$1377135 $842779
2Q10
Fourth Quarter 2010 3
New Developments Lofts
Time on the Market
Excludes new developments and units listed over one year Based on the last asking price Excludes new developments
Average Price Per Square Foot
New development prices averaged $1099 per square foot 11 less than during the fourth quarter of 2009 This was due in part to an increase in the percent of new development sales in Northern Manhattan from 9 a year ago to 15 At $1052 the average price per square foot for loft apartments was 3 higher than during 2009rsquos fourth quarter
Apartments sold during the quarter spent an average of 113 days on the market 14 less time than a year ago Sellers received 955 of the last asking price up slightly from the fourth quarter of 2009
Asking Vs Selling Price
$700
$900
$1100
$1300 $1099
4Q10
$1238
4Q09
$1146
1Q10 2Q10
$1176
$700
$900
$1100
$1300 $1052
4Q10
$1017
4Q09
$1037
1Q10
$1066
2Q10
$1112
3Q10
$1077
3Q10
75 days
100 days
125 days
150 days 113
4Q10
132
4Q09
119
1Q10
112
2Q10
85
90
95
100 955
4Q10
954
4Q09
962
1Q10
97
3Q10
959
3Q10
966
2Q10
Generally 59th to 96th Street Fifth Avenue to the East River
Cooperative Condominium
East sidE
4 Fourth Quarter 2010
Average Price Per Square Foot
At an average of $1581971 prices for two-bedroom East Side
apartments were 14 higher than a year ago The average price fell
13 for three-bedroom and larger apartments due in part to 2 closings
of over $30 million a year ago inflating that figure Co-ops fared better than condos as the average
price per room rose for both prewar and postwar co-ops over the past year
while the average condo price per square foot fell
Average Price Per Room
4Q09 4Q10
Studio 1-Bedroom 2-Bedroom 3+Bedroom
Percent of Sales
4th Q 09 10 35 36 19
4th Q 10 11 39 28 22
Average Price
4th Q 09 $351462 $647300 $1383364 $4146087
4th Q 10 $355459 $647207 $1581971 $3605513
Change 1 0 14 -13
$100000
$300000
$150000
$200000
$250000
$350000
$400000
$50000
$200
$1000
$400
$600
$800
$1200
$1400
$0
Postwar
$204713 $210559
Prewar
$348425 $383335
4Q10
$1126
4Q09
$1168
Generally 59th to 110th Street Hudson River to West of Fifth Avenue
WEst sidE
Fourth Quarter 2010 5
Cooperative CondominiumAverage Price Per Room Average Price Per Square Foot
With the exception of studios prices rose for all other size categories of apartments on
the West Side led by a 21 gain in the average price for
three-bedroom and larger units This increase was helped by
535 West End Avenue whose three-bedroom closing prices averaged over $115 million
in the fourth quarter Co-ops remained strong as the average
price per room rose 21 for prewar and 12 for postwar co-ops on the West Side The average condo price per square
foot rose 3 to $1309 making the West Side the only
area where both co-op and condo prices were higher
than a year ago
4Q09 4Q10
Studio 1-Bedroom 2-Bedroom 3+Bedroom
Percent of Sales
4th Q 09 10 37 37 16
4th Q 10 8 33 38 21
Average Price
4th Q 09 $417466 $656421 $1326640 $3325062
4th Q 10 $391228 $766529 $1378920 $4030338
Change -6 17 4 21
$125000
$225000
$150000
$175000
$200000
$250000
$275000
$100000
$200
$1000
$400
$600
$800
$1200
$1400
$0
4Q09
$1267
4Q10
$1309
Prewar
$215967 $260653
Postwar
$189264 $212348
MidtoWn East Generally 34th to 59th Street Fifth Avenue to the East River
MidtoWn
MidtoWn WEst Generally 34th to 59th Street Hudson River to West of Fifth Avenue
6 Fourth Quarter 2010
Cooperative Condominium
Cooperative Condominium
Average Price Per Room Average Price Per Square Foot
Average Price Per Room Average Price Per Square Foot
A couple of high-end closings at The Plaza and One Beacon Court helped bring the average condo price per square foot 27 higher in the Midtown East market compared
to a year ago The average price per room fell 5 for prewar while rising
8 for postwar co-ops
The average price per square foot rose 12 for condos over the
past year in the Midtown West market A number of closings at The Sheffield and Platinum
helped bring up this figure The average price per room fell for
both prewar and postwar co-ops in this market compared
to a year ago
$175000
$100000
$125000
$150000
$200000
$225000
$1000
$250
$500
$750
$1250
$1500
4Q09 4Q10
$212198 $200857
Prewar
$188662 $204639
Postwar
$1171
4Q09
$1485
4Q10
$252044 $199029 $231213 $221850 $1180$1055
4Q10Prewar Postwar 4Q09
$1000
$250
$500
$750
$1250
$1500
4Q09 4Q10
$200000
$50000
$100000
$150000
$250000
$300000
Cooperative Condominium
Fourth Quarter 2010 7
Average Price Per Room Average Price Per Square Foot
South of 34th Street
doWntoWn
While the average price fell 23 for three-bedroom and
larger apartments Downtown from a year ago a large
number of closings at the Superior Ink building inflated 2009rsquos figure This also is a reason why the overall condo
price per square foot fell 10 from a year ago The average
co-op price per room rose 13 for prewar and 4 for
postwar units from 2009rsquos fourth quarter
4Q09 4Q10
Studio 1-Bedroom 2-Bedroom 3+Bedroom
Percent of Sales
4th Q 09 17 43 28 12
4th Q 10 16 41 31 12
Average Price
4th Q 09 $452722 $704292 $1615877 $4665379
4th Q 10 $444618 $741919 $1581625 $3605513
Change -2 5 -2 -23
Prewar
$208503 $235826
Postwar
$188600 $195854
$100000
$200000
$125000
$150000
$175000
$225000
$250000
$75000
$800
$1200
$900
$1000
$1100
$1300
$1400
$700
4Q09
$1326
4Q10
$1194
Cooperative CondominiumAverage Price Per Room Average Price Per Square Foot
Generally North of 96th Street on the East Side and 110th Street on the West Side
NEW YORK CITY bull PALM BEACH bull THE HAMPTONS bull NORTH FORK 2129069200
EAST SIDE445 Park AvenueHall F Willkie PresidentRuth McCoy EVPManaging Director of Sales
UPPER EAST SIDE1121 Madison AvenuePeter R Marra EVPManaging Director of Sales
EDWARD LEE CAVE DIVISION790 Madison AvenueCaroline E Y GuthriePresident
WEST SIDE1926 BroadwayJames M Gricar EVP Managing Director of Sales
BROOKLYN HEIGHTS129 Montague StreetChristopher Thomas EVPManaging Director of Sales
PARK SLOPE100 Seventh AvenueMaryAnn Albano EVPManaging Director of Sales
NEW DEVELOPMENT445 Park Avenue James M GricarManaging DirectorBrown Harris Stevens On-Site Marketing and Sales
Prepared by Gregory Heym Chief Economist Brown Harris Stevenscopy2010 by Brown Harris Stevens All Rights Reserved This information may not be copied used or distributed without Brown Harris Stevensrsquo consent While information is believed true no guaranty is made of accuracy
While the average price fell for three-bedroom and larger apartments it was higher for
all other size categories in Northern Manhattan Condo
prices rose slightly as their average price per square foot of $566 was up 1 from a
year ago The average price per room fell for both prewar and
postwar co-ops compared to a year ago
This report is based on 1901 reported Manhattan apartment sales 25 less than were reported during last yearrsquos comparable period
VILLAGE2 Fifth AvenueKevin Kovesci EVPManaging Director of Sales
TRIBECA43 North MooreKevin Kovesci EVPManaging Director of Sales
northErn Manhattan
Studio 1-Bedroom 2-Bedroom 3+Bedroom
Percent of Sales
4th Q 09 6 35 43 16
4th Q 10 8 38 38 16
Average Price
4th Q 09 $227611 $352759 $567332 $1101778
4th Q 10 $319798 $394509 $577071 $710832
Change 41 12 2 -35
$100
$500
$200
$300
$400
$600
$700
$0
4Q09 4Q10
4Q09
$563
4Q10
$566
$70000
$110000
$80000
$90000
$100000
$120000
$130000
$60000
Prewar
$120601 $97757
Postwar
$110104 $106330
Faculty Biographies
REAL PROPERTY SECTION gt Officer Bio
Chair Leo Genn Esq
Office Address Northside Center for Child Development 1301 Fifth Ave New York NY 10029-3119
Phone 212-426-3406 Fax 212-410-7561 Email lgenn_esqyahoocom
After working briefly as a litigator Mr Genn became House Counsel at NorthsideCenter for Child Development a Manhattan-based not for profit where he handles contract negotiations commercial leasing property management and insurance issues Mr Genn also writes government grants Before law school Mr Genn spent eight years managing commercial and residential real estate in New York City Mr Genn has also worked for New York Citys Office of Economic Development In March 2002 Mr Genns article on the notice requirements in foreclosure proceedings appeared on thecover of the New York Real Estate Law Reporter Mr Gennrsquos favorite law quote is Oliver Wendell Holmes remark A word is not a crystal transparent and unchanged it isthe skin of a living thought and may vary greatly in color and content according to thecircumstances and time in which it is used Mr Gennrsquos favorite case is Raffles v
ichelhaus and his favorite legal fiction is promissory estoppel W
Paul M Giddins Partner
Giddins Claman LLP Paul M Giddins is a partner at Giddins Claman LLP a law firm in New York City Mr Giddins received a Bachelor of Arts degree from Trinity College- Hartford and a law degree from American University Washington School of Law
LISA LIPPMAN | Senior Vice President Director | Licensed Associate Real Estate Broker
printer friendly page
1926 Broadway New York NY 10023 Tel (212) 588-5606 Fax (212) 418-9733 llippmanbhsusacom download contact info view current listings view sold listings
FEATURED PROPERTY - UPPER EAST SIDE
2COOPERATIVE
25 EAST 79TH STREET
rice $1299000
isting ID 1127158
PBedrooms 2 Baths 20 L
Lisa Lippman Senior Vice President and Director was the 1 broker at Brown Harris Stevens in 2009 With 13 years of experience selling real estate Lisa specializes in the sale of high end cooperatives condominiums and townhomes throughout Manhattan As is clear from her record even in tough times Lisa manages to both sell and find homes for her clients Other awards Lisa has won in the last few years include middotWall Street Journal top 400-Lisa was 11 in the nation and 2 in Manhattan 2009 middotWall Street Journal top 50 brokers in America 2007 middotBrown Harris Stevens Westside Office Broker of the Year All Years 2006 - 2009 middotBrown Harris Stevens Westside Office Listing Broker of the Year 2007 2008 2009 middotBrown Harris Stevens Largest New Development Deal of the Year 2009 Prior to becoming a real estate broker Lisa spent several years as a lawyer practicing litigation at two prestigious law firms She graduated from The University of Pennsylvania in 1986 and earned her law degree from Cardozo in 1990 Lisas legal background affords her a keen understanding of the negotiation process as well as the complexities needed to complete the deal A New York City resident for 24 years Lisa offers impeccable knowledge of the market as it applies across all neighborhoods She has lived downtown on the Upper East Side and has now resided on the Upper West Side for the past 14 years Additionally as the mother of three children Lisa is personally involved in the decisions all buyers face in choosing a neighborhood and a home Lisa takes pride in being a straight-forward intelligent and honest broker She understands the individual needs of each client as well as their comfort with the purchase andor sale process Her listening talents combined with her unbeatable memory work ethic and negotiation skills allow her to service her buyers and sellers most effectively Lisa is also active in the New York community including the UJA and her childrens school All of this enables her to offer a well-rounded approach to navigating the New York real estate landscape bringing to life the nuances and charms that the City and its real estate market have to offer
Cooperative Condominium
Third Quarter 2010 7
Average Price Per Room Average Price Per Square Foot
South of 34th Street
doWntoWn
Prices rose for both co-ops and condos in the Downtown market over the past year aided by a 43 increase in the average price for three-bedroom and
larger apartments The average co-op price per room rose 19 over the past year for prewar
units and 14 for postwar units Condo prices Downtown
averaged $1201 per square foot 5 more than during the third
quarter of 2009
3Q09 3Q10
Studio 1-Bedroom 2-Bedroom 3+Bedroom
Percent of Sales
3rd Q 09 15 47 28 10
3rd Q 10 15 45 29 11
Average Price
3rd Q 09 $426982 $711789 $1427071 $2643872
3rd Q 10 $461763 $755436 $1523264 $3776778
Change 8 6 7 43
Prewar
$196789 $234026
Postwar
$190826 $216683
3Q09
$1149
3Q10
$1201
$700
$1100
$800
$900
$1000
$1200
$1300
$600
$100000
$200000
$125000
$150000
$175000
$225000
$250000
$75000
Cooperative CondominiumAverage Price Per Room Average Price Per Square Foot
Generally North of 96th Street on the East Side and 110th Street on the West Side
NEW YORK CITY bull PALM BEACH bull THE HAMPTONS bull NORTH FORK 2129069200
EAST SIDE445 Park AvenueHall F Willkie PresidentRuth McCoy EVPManaging Director of Sales
UPPER EAST SIDE1121 Madison AvenuePeter R Marra EVPManaging Director of Sales
EDWARD LEE CAVE DIVISION790 Madison AvenueCaroline E Y GuthriePresident
WEST SIDE1926 BroadwayJames M Gricar EVP Managing Director of Sales
BROOKLYN HEIGHTS129 Montague StreetChristopher Thomas EVPManaging Director of Sales
PARK SLOPE100 Seventh AvenueMaryAnn Albano EVPManaging Director of Sales
NEW DEVELOPMENT445 Park Avenue James M GricarManaging DirectorBrown Harris Stevens On-Site Marketing and Sales
Prepared by Gregory Heym Chief Economist Brown Harris Stevenscopy2010 by Brown Harris Stevens All Rights Reserved This information may not be copied used or distributed without Brown Harris Stevensrsquo consent While information is believed true no guaranty is made of accuracy
The average price rose sharply over the past year for studio
and two-bedroom apartments in Northern Manhattan Studio
prices averaged $285719 a 24 increase from third
quarter of 2009 while the two-bedroom average price rose 20
to $621104 Condo prices averaged $618 per square foot
7 more than a year ago
This report is based on 2471 reported Manhattan apartment sales 4 more than were reported during last yearrsquos comparable period
VILLAGE2 Fifth AvenueKevin Kovesci EVPManaging Director of Sales
TRIBECA43 North MooreKevin Kovesci EVPManaging Director of Sales
northErn Manhattan
$100
$500
$200
$300
$400
$600
$700
$0
3Q09 3Q10
$60000
$100000
$70000
$80000
$90000
$110000
$120000
$50000
Studio 1-Bedroom 2-Bedroom 3+Bedroom
Percent of Sales
3rd Q 09 7 40 41 12
3rd Q 10 9 32 46 13
Average Price
3rd Q 09 $230833 $380770 $519583 $964950
3rd Q 10 $285719 $379154 $621104 $879888
Change 24 0 20 -9
3Q09
$579
3Q10
$618
Prewar
$103224 $114800
Postwar
$101221 $98244
IDENTIFYING THE
APARTMENT
A Sample Showsheet
B Cooperative Building Financials
Pure Perfection on Riverside Drive100 Riverside Drive Apartment 3A
This sprawling prewar 9 room home is simply exquisite The trees of Riverside Park greet you while you sit in
the new chefs kitchen open to a beautiful den (or dining room) on the park The gorgeous sunken living room
library and huge master bedroom also all have oversized picture windows on the park In addition there are
two more bedrooms a large formal dining room and a second windowed butlers kitchen that could easily be
made into an office The finishes of this home are perfect All of the bathrooms are brand new and outfitted
with custom stone There is central air and the closets have all been custom designed Currently configured as a
luxurious 3 bedroom plus maids and den the apartment could easily be a 4 bedroom plus library No detail has
been overlooked and there is fabulous sun trees and nature in almost every room Full service building with
storage and a new fitness center A truly unique and special home
WEB 917677
Full Service Prewar Coopbull Four Bedrooms and Four New Bathroomsbull
Maintenance $350634bull Central Air Conditioningbull
Financing Allowed 75bull New Chefs Kitchen with Large Double Ovenbull
Tax Deductability 39bull Custom Closetsbull
Storage Binbull Pets Allowedbull
Fitness Centerbull Laundry Room with Butlers Kitchenbull
$3999000 Listing Price
Exclusive Broker
Lisa Lippman bull 212-588-5606 bull fax 212-418-9733 bull llippmanbhsusacom
All information is from sources deemed reliable but is subject to errors omissions changes in price prior sale or withdrawal without notice No representation is made as to the accuracy of any description All measurements and squarefootages are approximate and all information should be confirmed by customer All rights to content photographs and graphics reserved to BHS Customer should consult with its counsel regarding all closing costs including without
limitation the New York State 1 tax paid by buyers on residential properties over $1 million BHS represents the sellerowner on BHSs own exclusives except if another agent of BHS represents the buyertenant in which case BHSwill be a dual agent with designated agents representing sellerowner and buyertenant BHS represents the buyertenant when showing the exclusives of other real estate firms In all instances BHS treats all parties fairly and honestly
BHS actively supports equal housing opportunities
Scott Moore bull 212-588-5608 bull fax 212-319-2633 bull smoorebhsusacom
Brown Harris Stevens Residential Sales LLC bull 212 906 9200 bull BrownHarrisStevenscomM A N H A T T A N bull B R O O K L Y N bull T H E H A M P T O N S bull N O R T H F O R K bull P A L M B E A C H
ldquoMAKING THE DEALrdquo
A REBNY Financial Statement
B Estimated Residential Closing Costs
C Sample Contracts (Co-op amp Condo)
D Sample Closing Breakdown
(Condo)
FINANCIAL STATEMENT
Name(s)
Address
The following is submitted as being true and accurate statement of the financial condition of the undersigned on the day of
January 20
ASSETS
Applicant
Co-Applicant
LIABILITIES
Applicant
Co-Applicant
Cash in Banks 550000 Notes Payable
Money Markets Funds 600000 To Banks
Contract Deposit 355000 To Relative
Investments Bonds amp Stocks To Others
- see schedule 1620000 Installment Accounts Payable
Investment in Own Business Automobile
Accounts amp Notes Receivable Other
Real Estate Owned-see schedule 1200000 Other Accounts Payable
Year Make Mortgages Payable on Real 535000
Automobiles 35000 Estate - see schedule
Personal Property amp Furniture 50000 Unpaid Real Estate Taxes
Life Insurance Unpaid Income Taxes
Cash Surrender Value 60000 Chattel Mortgages
Retirement FundsIRA Loans on Life Insurance
Policies
401K 200000 (Include Premium
Advances)
KEOGH Outstanding Credit Card
Loans
Profit SharingPension Plan Other Debts - Itemize
Other Assets TOTAL LIABILITIES 535000 0
TOTAL ASSETS 4670000 0 NET WORTH 4135000 0
COMBINED ASSETS
4670000
TOTAL LIABILITIES
amp NET WORTH 4670000 0
SOURCE OF INCOME
Applicant
Co-Applicant
COMBINED 4670000
Base Salary 350000 CONTINGENT LIABILITIES
Overtime Wages As Endorser or Co-Maker on Notes $ 0
Bonus amp Commissions 150000 Alimony $ 0
Dividends and Interest Income Child Support $ 0
Real Estate Income (Net) Are you defendant in any legal action Yes No
Explain
Other Income - Itemize Are there any unsatisfied judgments Yes No
TOTAL 500000 0 Have you ever taken bankruptcy Yes No
Explain GENERAL INFORMATION
Applicant
Co-Applicant
Personal Bank Accounts at
PROJECTED EXPENSES
MONTHLY
Maintenance $ 2857
Savings amp Loan Accounts at Apartment Financing $ 10078
Other Mortgages $ 2671
Bank Loans $
Purpose of Loan Auto Loan $
TOTAL $ 15606
The foregoing statements and details pertaining thereto both printed and written have been carefully read and the undersigned hereby
solemnly declares and certifies that the same is a full and correct exhibit of myour financial condition
Date 20 Signature __________________________________________
Signature __________________________________________
SCHEDULE OF BOND amp STOCKS
Amount of Shares
Description (Extended Valuation in Column)
Marketable Value
Non-Marketable Value
SCHEDULE OF REAL ESTATE
Description amp Location
Cost
Actual Value
Mortgage Amount
Maturity Date
SCHEDULE OF NOTES PAYABLE
Specify any assets pledges as collateral including the liabilities they secure
To Whom Payable
Date
Amount
Due
Interest
Pledged as Security
April 2009
ESTIMATED RESIDENTIAL CLOSING COSTS IN NEW YORK CITY
Broker As provided in exclusive with broker
Own Attorney Approx $2000 +- as negotiated
Managing Agentrsquos Fee Approx $500 + as determined by building
Move-out Deposit or Fee Approx $1000 as determined by building
New York City Transfer Tax 1 of entire gross purchase price if price is $500000 or under or 1425 of entire gross purchase price if price exceeds $500000
New York State Transfer Tax 04 (004) of gross purchase price
Bank Satisfaction of Mortgage Fees Approx $450 as determined by bank
Recording ACRIS other fees Approx $150
Gains Tax Withholding (Out of State Seller) 897 of gain
Non ndash US Resident (FIRPTA) 10 of price withheld or paid
Stock Transfer Tax (Co-ops Only) $005share
FOR The SelleR
Mortgage Recording Tax and Title Insurance not required for Co-ops though title insurance is available for Co-ops at other rates
For Bulk Sale Multi Family and Commercial Property NYC Transfer Tax Rates $1425 under $500000 2625 above Mortgage Recording Tax Rates 205 under $500000 28 above $500000
When purchasing a condominium unit directly from a Sponsor the Purchaser may be required to pay New York City and New York State Transfer Taxes (See ldquoFor The Sellerrdquo section above for amounts) as well as the Sponsorrsquos attorneyrsquos fee (typically around $1500)
All costs are estimated and will vary based on transaction specifics changes in rates and taxes and other factors No representation is made as to the accuracy of these estimates Parties to transactions must consult their own counsel and refer to transaction specifics for verification of all costs
Own Attorney Approx $2000 +- as negotiated
Bank Fees (application credit appraisal bank attorney and miscellaneous) Approx $2200 as determined by bank
Short-term Interest One month max (prorated for month of closing)
Miscellaneous Recording Fees Approx $500
Mortgage Recording Fee205 of entire amount of Mortgage on Loans $500000 or under or 2175 of entire amount of Mortgage on Loans exceeding $500000
Fee Title Insurance Approx $8000 for $2000000 NYC condo based on rate schedule
Mortgagee Title Insurance Approx $1500 for $1500000 NYC condo mortgage based on rate schedule
Miscellaneous Title Charges Approx $500
Managing Agentrsquos Fee Approx $500 as determined by building
Adjustments
Common Charges Approx 1 month (prorated for month of closing)
Real estate Tax escrow Approx 8 months (prorated to closing plus 6 month escrow may include insurance)
Mansion Tax 1 of entire gross purchase price if purchase price exceeds $1000000
Move-in Deposit or Fee Approx $1000 as determined by building
lien Search (Co-ops Only) Approx $350
FOR The PURChASeR
123 - Contract of sale cooperative apartment 7-01
Prepared by The Committee on Condominiums and Cooperatives of the Real Property Section of the New York State Bar Association
CONSULT YOUR LAWYER BEFORE SIGNING THIS AGREEMENT
Contract of Sale - Cooperative Apartment
This Contract is made as of October 2010 between the Seller and the Purchaser identified below
1 Certain Definitions and Information
11 The Parties are
111 Seller
Prior names used by Seller
Address
New York NY
S S No
112 Purchaserrdquo
Address
New York NY
S S No
12 The Attorneys are (name address and telephone fax)
121 Sellers Attorneyrdquo
Giddins Claman LLP
675 Third Avenue 29th Floor
New York NY 10017
Attn Paul M Giddins Esq
(212)573-6703 Fax (212)949-1923
pgiddinsgcl-lawcom
122 Purchasers Attorney
13 The Escrowee is the Sellers Attorney
14 The Managing Agent is (name address and telephone fax)
15 The real estate Broker(s) (see para 12) isare
Lisa Lippman
Company Name Brown Harris Stevens
16 The name of the cooperative housing corporation (Corporation) is
17 The Unit number is
18 The Unit is located in Premises known as
19 The Shares are the shares of the Corporation allocated to the Unit
110 The Lease is the Corporations proprietary lease or occupancy agreement for the Unit given by the Corporation which expires on
111 Personalty is the following personal property to the extent existing in the Unit on the date hereof the refrigerators freezers ranges ovens built-in microwave ovens dishwashers garbage disposal units cabinets and
counters lighting fixtures chandeliers wall-to-wall carpeting plumbing and heating fixtures central air conditioning andor window or sleeve units washing machines dryers screens and storm windows window treatments switch plates door hardware mirrors built-ins not excluded in Paragraph 112 and
112 Specifically excluded from this sale is all personal property not included in para 111 and
113 The sale [does] [does not] include Sellers interest in
Storage Servants Room Parking Space (Included Interests)
114 The Closing is the transfer of ownership of the Shares and Lease
115 The date scheduled for Closing is 2010
(Scheduled Closing Date) at 200 PM (See para 9 and 10)
116 The Purchase Price is $
1161 The Contract Deposit is $
1162 The Balance of the Purchase Price due at Closing is
$ (See para 222)
117 The monthly Maintenance charge is $ (See para 4)
118 The Assessment if any payable to the Corporation at the date of this Contract is $ payable as follows
119 SellerPurchaser shall pay the Corporations flip tax transfer fee (apart from the transfer agent fee) andor waiver of option fee (Flip Tax) if any
120 Financing Options (Delete two of the following parapara 1 20 1 1202 or 1203)
1201 Purchaser may apply for financing in connection with this sale and Purchasers obligation to purchase under this Contract is contingent upon issuance of a Loan Commitment Letter by the Loan Commitment Date (para 1812)
1202 Purchaser may apply for financing in connection with this sale but Purchasers obligation to purchase this Contract is not contingent upon issuance of a Loan Commitment Letter
1203 Purchaser shall not apply for financing in connection with this sale
121 If para 120 1 or 1202 applies the Financing Terms for para 18 are A loan of $ for a term of 30 years or such lesser amount or shorter term as applied for or acceptable to Purchaser and the Loan Commitment Date for para 18 is 30 calendar days after the Delivery Date
122 The Delivery Date of this Contract is the date on which a fully executed counterpart of this Contract is deemed given to and received by Purchaser or Purchasers Attorney as provided in para 173
123 All Proposed Occupants of the Unit are
1231 persons and relationship to Purchaser
Purchasers
1232 pets
124 The Contract Deposit shall be held in [a non] [an] IOLA escrow account If the account is a non-IOLA account then interest shall be paid to the Party entitled to the Contract Deposit The Party receiving the interest shall pay any income taxes thereon The escrow account shall be a segregated bank account at
Depository XXXX Bank
Address (See para 27)
125 This Contract is [not] continued on attached rider(s)
2 Agreement to Sell and Purchase Purchase Price Escrow
21 Seller agrees to sell to Purchaser and Purchaser agrees to purchase from Seller the Sellers Shares Lease Personalty and any Included Interests and all other items included in this sale for the Purchase Price and upon the terms and conditions set forth in this Contract
22 The Purchase Price is payable to Seller by Purchaser as follows
221 the Contract Deposit at the time of signing this Contract by Purchasers good check to the order of Escrowee and
222 the Balance at Closing only by cashiers or official bank check or certified check of Purchaser payable to the direct order of Seller The check(s) shall be drawn on and payable by a branch of a commercial or savings bank savings and loan association or trust company located in the same City or County as the Unit Seller may direct on reasonable Notice (defined in para 17) prior to Closing that all or a portion of the Balance shall be made payable to persons other than Seller (see para 177)
3 Personalty
31 Subject to any rights of the Corporation or any holder of a mortgage to which the Lease is subordinate this sale includes all of the Sellers interest if any in the Personalty and the Included Interests
32 No consideration is being paid for the Personalty or for the Included Interests nothing shall be sold to Purchaser if the Closing does not occur
33 Prior to Closing Seller shall remove from the Unit all the furniture furnishings and other property not included in this sale and repair any damage caused by such removal
4 Representations and Covenants
41 Subject to any matter affecting title to the Premises (as to which Seller makes no representations or covenants) Seller represents and covenants that
4 11 Seller is and shall at Closing be the sole owner of the Shares Lease Personalty and Included Interests with the full right power and authority to sell and assign them Seller shall make timely provision to satisfy existing security interest(s) in the Shares and Lease and have the same delivered at Closing (See para 101)
412 the Shares were duly issued fully paid for and are non-assessable
413 the Lease is and will at Closing be in full force and effect and no notice of default under the Lease is now or will at Closing be in effect
414 the Maintenance and Assessments payable as of the date hereof are as specified in para 117 and 118
415 as of this date Seller neither has actual knowledge nor has received any written notice of any increase in Maintenance or any Assessment which has been adopted by the Board of Directors of the Corporation and is not reflected in the amounts set forth in parapara 117 and 118
416 Seller has not made any material alterations or additions to the Unit without any required consent of the Corporation or to Sellers actual knowledge without compliance with all applicable law This provision shall not survive Closing
417 Seller has not entered into shall not enter into and has no actual knowledge of any agreement (other than the Lease) affecting title to the Unit or its use andor occupancy after Closing or which would be binding on or adversely affect Purchaser after Closing (eg a sublease or alteration agreement)
418 Seller has been known by no other name for the past 10 years except as set forth in para 111
419 at Closing in accordance with para 152
4191 there shall be no judgments outstanding against Seller which have not been bonded against collection out of the Unit (Judgments)
4192 the Shares Lease Personalty and any Included Interests shall be free and clear of liens (other than the Corporations general lien on the Shares for which no monies shall be owed) encumbrances and adverse interests (Liens)
4193 all sums due to the Corporation shall be fully paid by Seller to the end of the payment period immediately preceding the date of Closing
4194 Seller shall not be indebted for labor or material which might give rise to the filing of a notice of mechanics lien against the Unit or the Premises and
4195 no violations shall be of record which the owner of the Shares and Lease would be obligated to remedy under the Lease
42 Purchaser represents and covenants that
421 Purchaser is acquiring the Shares and Lease for primary residential occupancy of the Unit solely by the Proposed Occupants identified in para 1 23
422 Purchaser is not and within the past 7 years has not been the subject of a bankruptcy proceeding
423 if para 1203 applies Purchaser shall not apply for financing in connection with this purchase
424 Each individual comprising Purchaser is over the age of 18 and is purchasing for Purchasers own account (beneficial and of record)
425 Purchaser shall not make any representations to the Corporation contrary to the foregoing and shall provide all documents in support thereof required by the Corporation in connection with Purchasers application for approval of this transaction and
426 there are not now and shall not be at Closing any unpaid tax liens or monetary judgments against Purchaser
43 Each Party covenants that its representations and covenants contained in para 4 shall be true and complete at Closing and except for para 416 shall survive Closing but any action based thereon must be instituted within one year after Closing
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 Corporations 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 Corporations shareholders under Internal Revenue Code (IRC) sect216 (or any successor statute)
6 Required Approval and References
61 This sale is subject to the unconditional consent of the Corporation
62 Purchaser shall in good faith
621 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 or if para 1201 or 1202 applies and the Loan Commitment Letter is required by the Corporation within 3 business days after the earlier of (i) the Loan Commitment Date (defined in para 12 1) or (ii) the date of receipt of the Loan Commitment Letter (defined in para 1812) whether said commitment letter is conditional or unconditional
622 attend (and cause any Proposed Occupant to attend) one or more personal interviews as requested by the Corporation and
623 promptly submit to the Corporation such further references data and documents reasonably requested by the Corporation 63 Either Party after learning of the Corporations 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 Corporations 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 para 63 the Escrowee shall refund the Contract Deposit to Purchaser 64 If such consent is refused or not given due to Purchasers bad faith conduct Purchaser shall be in default and para 131 shall govern 7 Condition of Unit and Personalty Possession 71 Seller makes no representation as to the physical condition or state of repair of the Unit the Personalty the Included Interests or the Premises Purchaser has inspected or waived inspection of the Unit the Personalty and the Included Interests and shall take the same as is as of the date of
this Contract except for reasonable wear and tear However at the time of Closing the appliances shall be in working order and required smoke detector(s) shall be installed and operable 72 At Closing Seller shall deliver possession of the Unit Personalty and Included Interests in the condition required by para 71 broom clean vacant and free of all occupants and rights of possession 8 Risk of Loss 81 The provisions of General Obligations Law Section 5-1311 as modified herein shall apply to this transaction as if it were a sale of realty For purposes of this paragraph the term Unit includes built-in Personalty 82 Destruction shall be deemed material under GOL 5-1311 if the reasonably estimated cost to restore the Unit shall exceed 5 of the Purchase Price 83 In the event of any destruction of the Unit or the Premises when neither legal title nor the possession of the Unit has been transferred to Purchaser Seller shall give Notice of the loss to Purchaser (Loss Notice) by the earlier of the date of Closing or 7 business days after the date of the loss 84 If there is material destruction of the Unit without fault of Purchaser this Contract shall be deemed canceled in accordance with para 163 unless Purchaser elects by Notice to Seller to complete the purchase with an abatement of the Purchase Price or 85 Whether or not there is any destruction of the Unit if without fault of Purchaser more than 10 of the units in the Premises are rendered uninhabitable or reasonable access to the Unit is not available then Purchaser shall have the right to cancel this Contract in accordance with para 163 by Notice to Seller 86 Purchasers Notice pursuant to para 84 or para 85 shall be given within 7 business days following the giving of the Loss Notice except that if Seller does not give a Loss Notice Purchasers Notice may be given at any time at or prior to Closing 87 In the event of any destruction of the Unit Purchaser shall not be entitled to an abatement of the Purchase Price (i) that exceeds the reasonably estimated cost of repair and restoration or (ii) for any loss that the Corporation is obliged to repair or restore but Seller shall assign to Purchaser without recourse Sellers claim if any against the Corporation with respect to such loss 9 Closing Location The Closing shall be held at the location designated by the Corporation or if no such designation is made at the office of Sellers Attorney 10 Closing 101 At Closing Seller shall deliver or cause to be delivered 1011 Sellers certificate for the Shares duly endorsed for transfer to Purchaser or accompanied by a separate duly executed stock power to Purchaser and in either case with any guarantee of Sellers signature required by the Corporation 1012 Sellers counterpart original of the Lease all assignments and assumptions in the chain of title and a duly executed assignment thereof to Purchaser in the form required by the Corporation 1013 FIRPTA documents required by para 25 1014 keys to the Unit building entrance(s) and if applicable garage mailbox storage unit and any locks in the Unit 1015 if requested an assignment to Purchaser of Sellers interest in the Personalty and Included Interests 1016 any documents and payments to comply with para 152 1017 If Seller is unable to deliver the documents required in para 1011 or 1012 then Seller shall deliver or cause to be delivered all documents and payments required by the Corporation for the issuance of anew certificate for the Shares or a new Lease 102 At Closing Purchaser shall 1021 pay the Balance in accordance with para 222 1022 execute and deliver to Seller and the Corporation an agreement assuming the Lease in the form required by the Corporation and 1023 if requested by the Corporation execute and deliver counterparts of a new lease substantially the same as the Lease for the balance of the Lease term in which case the Lease shall be canceled and surrendered to the Corporation together with Sellers assignment thereof to Purchaser
103 At Closing the Parties shall complete and execute all documents necessary 1031 for Internal Revenue Service (IRS) form 1099-S or other similar requirements 1032 to comply with smoke detector requirements and any applicable transfer tax filings and 1033 to transfer Sellers interest if any in and to the Personalty and Included Interests 104 Purchaser shall not be obligated to close unless at Closing the Corporation delivers 1041 to Purchaser a new certificate for the Shares in the name of Purchaser and 1042 a written statement by an officer or authorized agent of the Corporation consenting to the transfer of the Shares and Lease to Purchaser and setting forth the amounts of and payment status of all sums owed by Seller to the Corporation including Maintenance and any Assessments and the dates to which each has been paid 11 Closing Fees Taxes and Apportionments 11 1 At or prior to Closing 1111 Seller shall pay if applicable 11111 the cost of stock transfer stamps and 11112 transfer taxes except as set forth in para 11122 1112 Purchaser shall pay if applicable 11121 any fee imposed by the Corporation relating to Purchasers financing and 11122 transfer taxes imposed by statute primarily on Purchaser (eg the mansion tax) 112 The Flip Tax if any shall be paid by the Party specified in para 119 113 Any fee imposed by the Corporation and not specified in this Contract shall be paid by the Party upon whom such fee is expressly imposed by the Corporation and if no Party is specified by the Corporation then such fee shall be paid by Seller 114 The Parties shall apportion as of 1159 PM of the day preceding the Closing the Maintenance and any other periodic charges due the Corporation (other than Assessments) and STAR Tax Exemption (if the Unit is the beneficiary of same) based on the number of the days in the month of Closing 115 Assessments whether payable in a lump sum or installments shall not be apportioned but shall be paid by the Party who is the owner of the Shares on the date specified by the Corporation for payment Purchaser shall pay any installments payable after Closing provided Seller had the right and elected to pay the Assessment in installments 116 Each Party shall timely pay any transfer taxes for which it is primarily liable pursuant to law by cashiers official bank certified or attorneys escrow check This para 116 shall survive Closing 117 Any computational errors or omissions shall be corrected within 6 months after Closing This para 117 shall survive Closing 12 Broker 121 Each Party represents that such Party has not dealt with any person acting as a broker whether licensed or unlicensed in connection with this transaction other than the Broker(s) named in para 15 122 Seller shall pay the Brokers commission pursuant to a separate agreement The Broker(s) shall not be deemed to be a third-party beneficiary of this Contract 123 This para 12 shall survive Closing cancellation or termination of this Contract 13 Defaults Remedies and Indemnities 131 In the event of a default or misrepresentation by Purchaser Sellers sole and exclusive remedies shall be to cancel this Contract retain the Contract Deposit as liquidated damages and if applicable Seller may enforce the indemnity in para 133 as to brokerage commission or sue under para 134 Purchaser prefers to limit Purchasers exposure for actual damages to the amount of the Contract Deposit which Purchaser agrees constitutes a fair and reasonable amount of compensation for Sellers damages under the circumstances and is not a penalty The principles of real property law shall apply to this liquidated damages provision 132 In the event of a default or misrepresentation by Seller Purchaser shall have such remedies as Purchaser is entitled to at law or in equity including
specific performance because the Unit and possession thereof cannot be duplicated 133 Subject to the provisions of para 43 each Party indemnifies and holds harmless the other against and from any claim judgment loss liability cost or expense resulting from the indemnitors breach of any of its representations or covenants stated to survive Closing cancellation or termination of this Contract Purchaser indemnifies and holds harmless Seller against and from any claim judgment loss liability cost or expense resulting from the Lease obligations accruing from and after the Closing Each indemnity includes without limitation reasonable attorneys fees and disbursements court costs and litigation expenses arising from the defense of any claim and enforcement or collection of a judgment under this indemnity provided the indemnitee is given Notice and opportunity to defend the claim This para 133 shall survive Closing cancellation or termination of this Contract 134 In the event any instrument for the payment of the Contract Deposit fails of collection Seller shall have the right to sue on the uncollected instrument In addition such failure of collection shall be a default under this Contract provided Seller gives Purchaser Notice of such failure of collection and within 3 business days after Notice is given Escrowee does not receive from Purchaser an unendorsed good certified check bank check or immediately available funds in the amount of the uncollected funds Failure to cure such default shall entitle Seller to the remedies set forth in Paragraph 131 and to retain all sums as may be collected andor recovered 14 Entire Agreement Modification 141 All prior oral or written representations understandings and agreements had between the Parties with respect to the subject matter of this Contract and with the Escrowee as to para 27 are merged in this Contract which alone fully and completely expresses the Parties and Escrowees agreement 142 The Attorneys may extend in writing any of the time limitations stated in this Contract Any other provision of this Contract may be changed or waived only in writing signed by the Party or Escrowee to be charged 15 Removal of Liens and Judgments 151 Purchaser shall deliver or cause to be delivered to Seller or Sellers Attorney not less than 10 calendar days prior to the Scheduled Closing Date a Lien and Judgment search except that Liens or Judgments first disclosed in a continuation search shall be reported to Seller within 2 business days after receipt thereof but not later than the Closing Seller shall have the right to adjourn the Closing pursuant to para 16 to remove any such Liens and Judgments Failure by Purchaser to timely deliver such search or continuation search shall not constitute a waiver of Sellers covenants in para 4 as to Liens and Judgments However if the Closing is adjourned solely by reason of untimely delivery of the Lien and Judgment search the apportionments under Paragraph 113 shall be made as of 1159 PM of the day preceding the Scheduled Closing Date in para 115 152 Seller at Sellers expense shall obtain and deliver to the Purchaser the documents and payments necessary to secure the release satisfaction termination and discharge or removal of record of any Liens and Judgments Seller may use any portion of the Purchase Price for such purposes 153 This para 15 shall survive Closing 16 Sellers Inability 161 If Seller shall be unable to transfer the items set forth in para 21 in accordance with this Contract for any reason other than Sellers failure to make a required payment or other willful act or omission then Seller shall have the right to adjourn the Closing for periods not exceeding 60 calendar days in the aggregate but not extending beyond the expiration of Purchasers Loan Commitment Letter if para 1201 or 1202 applies 162 If Seller does not elect to adjourn the Closing or (if adjourned) on the adjourned date of Closing Seller is still unable to perform then unless Purchaser elects to proceed with the Closing without abatement of the Purchase Price either Party may cancel this Contract on Notice to the other Party given at any time thereafter 163 In the event of such cancellation the sole liability of Seller shall be to cause the Contract Deposit to be refunded to Purchaser and to reimburse Purchaser for the actual costs incurred for Purchases lien and title search if any
17 Notices and Contract Delivery 171 Any notice or demand (Notice) shall be in writing and delivered either by hand overnight delivery or certified or registered mail return receipt requested to the Party or and simultaneously in like manner to such Partys Attorney if any and to Escrowee at their respective addresses or to such other address as shall hereafter be designated by Notice given pursuant to this para 17 172 The Contract may be delivered as provided in para 171 or by ordinary mail 173 The Contract or each Notice shall be deemed given and received 1731 on the day delivered by hand 1732 on the business day following the date sent by overnight delivery 1733 on the 5th business day following the date sent by certified or registered mail or 1734 as to the Contract only 3 business days following the date of ordinary mailing 174 A Notice to Escrowee shall be deemed given only upon actual receipt by Escrowee 175 The Attorneys are authorized to give and receive any Notice on behalf of their respective clients 176 Failure or refusal to accept a Notice shall not invalidate the Notice 177 Notice pursuant to parapara 222 and 134 may be delivered by confirmed facsimile to the Partys Attorney and shall be deemed given when transmission is confirmed by senders facsimile machine 18 Financing Provisions 181 The provisions of parapara 181 and 182 are applicable only if para 1201 or 1202 applies 1811 An Institutional Lender is any of the following that is authorized under Federal or New York State law to issue a loan secured by the Shares and Lease and is currently extending similarly secured loan commitments in the county in which the Unit is located a bank savings bank savings and loan association trust company credit union of which Purchaser is a member mortgage banker insurance company or governmental entity 1812 A Loan Commitment Letter is a written offer from an Institutional Lender to make a loan on the Financing Terms (see para 1 2 1) at prevailing fixed or adjustable interest rates and on other customary terms generally being offered by Institutional Lenders making cooperative share loans An offer to make a loan conditional upon obtaining an appraisal satisfactory to the Institutional Lender shall not become a Loan Commitment Letter unless and until such condition is met An offer conditional upon any factor concerning Purchaser (eg sale of current home payment of outstanding debt no material adverse change in Purchasers financial condition etc) is a Loan Commitment Letter whether or not such condition is met Purchaser accepts the risk that and cannot cancel this Contract if any condition concerning Purchaser is not met 182 Purchaser directly or through a mortgage broker registered pursuant to Article 12-D of the Banking Law shall diligently and in good faith 1821 apply only to an Institutional Lender for a loan on the Financing Terms (see para 121) on the form required by the Institutional Lender containing truthful and complete information and submit such application together with such documents as the Institutional Lender requires and pay the applicable fees and charges of the Institutional Lender all of which shall be performed within 5 business days after the Delivery Date 1822 promptly submit to the Institutional Lender such further references data and documents requested by the Institutional Lender and 1823 accept a Loan Commitment Letter meeting the Financing Terms and comply with all requirements of such Loan Commitment Letter (or any other loan commitment letter accepted by Purchaser) and of the Institutional Lender in order to close the loan and 1824 furnish Seller with a copy of the Loan Commitment Letter promptly after Purchasers receipt thereof 1825 Purchaser is not required to apply to more than one Institutional Lender 183 If Paragraph 1201 applies then 1831 provided Purchaser has complied with all applicable provisions of para 182 and this para 183 Purchaser may cancel this Contract as set forth below if
18311 any Institutional Lender denies Purchasers application in writing prior to the Loan Commitment Date (see Paragraph 121) or 18312 a Loan Commitment Letter is not issued by the Institutional Lender on or before the Loan Commitment Date or 18313 any requirement of the Loan Commitment Letter other than one concerning Purchaser is not met (eg failure of the Corporation to execute and deliver the Institutional Lenders recognition agreement or other document financial condition of the Corporation owner occupancy quota etc) or 18314 (i) the Closing is adjourned by Seller or the Corporation for more than 30 business days from the Scheduled Closing Date and (ii) the Loan Commitment Letter expires on a date more than 30 business days after the Scheduled Closing Date and before the new date set for Closing pursuant to this para and (iii) Purchaser is unable in good faith to obtain from the Institutional Lender an extension of the Loan Commitment Letter or a new Loan Commitment Letter on the Financing Terms without paying additional fees to the Institutional Lender unless Seller agrees by Notice to Purchaser within 5 business days after receipt of Purchasers Notice of cancellation on such ground that Seller will pay such additional fees and Seller pays such fees when due Purchaser may not object to an adjournment by Seller for up to 30 business days solely because the Loan Commitment Letter would expire before such adjourned Closing date 1832 Purchaser shall deliver Notice of cancellation to Seller within 5 business days after the Loan Commitment Date if cancellation is pursuant to para 18311 or 18312 and on or prior to the Scheduled Closing Date if cancellation is pursuant to para 18313 or 18314 1833 If cancellation is pursuant to Paragraph 18311 then Purchaser shall deliver to Seller together with Purchasers Notice a copy of the Institutional Lenders written denial of Purchasers loan application If cancellation is pursuant to para 18313 then Purchaser shall deliver to Seller together with Purchasers Notice evidence that a requirement of the Institutional Lender was not met 1834 Seller may cancel this Contract by Notice to Purchaser sent within 5 days after the Loan Commitment Date if Purchaser shall not have sent by then either (i) Purchasers Notice of cancellation or (ii) a copy of the Loan Commitment Letter to Seller which cancellation shall become effective if Purchaser does not deliver a copy of such Loan Commitment Letter to Seller within 10 business days after the Loan Commitment Date 1835 Failure by either Purchaser or Seller to deliver Notice of cancellation as required by this para 183 shall constitute a waiver of the right to cancel under this para 183 1836 If this Contract is canceled by Purchaser pursuant to this para 183 then thereafter neither Party shall have any further rights against or obligations or liabilities to the other by reason of this Contract except that the Contract Deposit shall be promptly refunded to Purchaser and except as set forth in para 12 If this Contract is canceled by Purchaser pursuant to para 18314 then Seller shall reimburse Purchaser for any non-refundable financing and inspection expenses and other sums reimbursable pursuant to para 16 1837 Purchaser cannot cancel this Contract pursuant to 18314 and cannot obtain a refund of the Contract Deposit if the Institutional Lender fails to fund the loan 18371 because a requirement of the Loan Commitment Letter concerning Purchaser is not met (eg Purchasers financial condition or employment status suffers an adverse change Purchaser fails to satisfy a condition relating to the sale of an existing residence etc) or 18372 due to the expiration of a Loan Commitment Letter issued with an expiration date that is not more than 30 business days after the Scheduled Closing Date 19 SingularPlural and JointSeveral The use of the singular shall be deemed to include the plural and vice versa whenever the context so requires If more than one person constitutes Seller or Purchaser their obligations as such Party shall be joint and several 20 No Survival No representation andor covenant contained herein shall survive Closing except as expressly provided Payment of the Balance shall constitute a discharge and release by Purchaser of all of Sellers obligations hereunder except those expressly stated to survive Closing 21 Inspections
Purchaser and Purchasers representatives shall have the right to inspect the Unit within 48 hours prior to Closing and at other reasonable times upon reasonable request to Seller 22 Governing Law and Venue This Contract shall be governed by the laws of the State of New York without regard to principles of conflict of laws Any action or proceeding arising out of this Contract shall be brought in the county or Federal district where the Unit is located and the Parties hereby consent to said venue 23 No Assignment by Purchaser Death of Purchaser 231 Purchaser may not assign this Contract or any of Purchasers rights hereunder Any such purported assignment shall be null and void 232 This Contract shall terminate upon the death of all persons comprising Purchaser and the Contract Deposit shall be refunded to the Purchaser Upon making such refund and reimbursement neither Party shall have any further liability or claim against the other hereunder except as set forth in para 12 24 Cooperation of Parties 241 The Parties shall each cooperate with the other the Corporation and Purchasers Institutional Lender and title company if any and obtain execute and deliver such documents as are reasonably necessary to consummate this sale 242 The Parties shall timely file all required documents in connection with all governmental filings that are required by law Each Party represents to the other that its statements in such filings shall be true and complete This para 242 shall survive Closing 25 FIRPTA The parties shall comply with IRC sectsect 897 1445 and the regulations thereunder as same may be amended (FIRPTA) If applicable Seller shall execute and deliver to purchaser at Closing a Certification of Non-Foreign Status (CNS) or deliver a Withholding Certificate from the IRS If Seller fails to deliver a CNS or a Withholding Certificate Purchaser shall withhold from the Balance and remit to the IRS such sum as may be required by law Seller hereby waives any right of action against Purchaser on account of such withholding and remittance This para 25 shall survive Closing 26 Additional Requirements 261 Purchaser shall not be obligated to close unless all of the following requirements are satisfied at the time of the Closing 2611 the Corporation is in good standing 2612 the Corporation has fee or leasehold title to the Premises whether or not marketable or insurable and 2613 there is no pending in rem action tax certificatelien sale or foreclosure action of any underlying mortgage affecting the Premises 262 If any requirement in para 261 is not satisfied at the time of the Closing Purchaser shall give Seller Notice and if the same is not satisfied within a reasonable period of time thereafter then either Party may cancel this Contract (pursuant to para 163) by Notice 27 Escrow Terms 271 The Contract Deposit shall be deposited by Escrowee in an escrow account as set forth in para 124 and the proceeds held and disbursed in accordance with the terms of this Contract At Closing the Contract Deposit shall be paid by Escrowee to Seller If the Closing does not occur and either Party gives Notice to Escrowee demanding payment of the Contract Deposit Escrowee shall give prompt Notice to the other Party of such demand If Escrowee does not receive a Notice of objection to the proposed payment from such other Party within 10 business days after the giving of Escrowees Notice Escrowee is hereby authorized and directed to make such payment to the demanding party If Escrowee does receive such a Notice of objection within said period or if for any reason Escrowee in good faith elects not to make such payment Escrowee may continue to hold the Contract Deposit until otherwise directed by a joint Notice by the Parties or a final non-appealable judgment order or decree of a court of competent jurisdiction However Escrowee shall have the right at any time to deposit the Contract Deposit and the interest thereon if any with the clerk of a court in the county as set forth in para 22 and shall give Notice of such deposit to each Party Upon disposition of the Contract Deposit and
interest thereon if any in accordance with this para 27 Escrowee shall be released and discharged of all escrow obligations and liabilities 272 The Party whose Attorney is Escrowee shall be liable for loss of the Contract Deposit If the Escrowee is Sellers attorney then Purchaser shall be credited with the amount of the contract Deposit at Closing 273 Escrowee will serve without compensation Escrowee is acting solely as a stakeholder at the Parties request and for their convenience Escrowee shall not be liable to either Party for any act or omission unless it involves bad faith willful disregard of this Contract or gross negligence In the event of any dispute Seller and Purchaser shall jointly and severally (with right of contribution) defend (by attorneys selected by Escrowee) indemnify and hold harmless Escrowee from and against any claim judgment loss liability cost and expenses incurred in connection with the performance of Escrowees acts or omissions not involving bad faith willful disregard of this Contract or gross negligence This indemnity includes without limitation reasonable attorneys fees either paid to retain attorneys or representing the fair value of legal services rendered by Escrowee to itself and disbursements court costs and litigation expenses 274 Escrowee acknowledges receipt of the Contract Deposit by check subject to collection
275 Escrowee agrees to the provisions of this para 27 276 If Escrowee is the Attorney for a Party Escrowee shall be permitted to represent such Party in any dispute or lawsuit 277 This para 27 shall survive Closing cancellation or termination of this Contract 28 Margin Headings The margin headings do not constitute part of the text of this Contract 29 Miscellaneous This Contract shall not be binding unless and until Seller delivers a fully executed counterpart of this Contract to Purchaser (or Purchasers Attorney) pursuant to para 172 and 173 This Contract shall bind and inure to the benefit of the Parties hereto and their respective heirs personal and legal representatives and successors in interest 30 Lead Paint If applicable the complete and fully executed Disclosure of Information on Lead Based Paint and or Lead-Based Paint Hazards is attached hereto and made a part hereof
In Witness Whereof the Parties hereto have duly executed this Contract as of the date first above written
ESCROW TERMS AGREED TO SELLER PURCHASER GIDDINS CLAMAN LLP ESCROWEE
Rider to and Part of Contract of Sale Between as Seller and as Purchaser for Unit at New York NY
31 Purchasers Additional Representations and Covenants 3 11 Supplementing para 42 of the Contract Purchaser also represents and covenants that 3111 Purchaser has and will at Closing have available unencumbered cash and cash equivalents (including publicly traded securities) in a sum at least equal to (and having a then current value of) the Balance and 3112 Purchaser has and will at and immediately following the Closing have a positive net worth 312 the Maintenance and the monthly amount of the Assessment (if any) do not aggregate more than 25 of the current total gross monthly income of the individuals comprising the Purchaser
313 (if para 1201 or para 1202 applies) the monthly debt service (interest and amortization of principal if any) of the proposed financing together with the Maintenance and the monthly Assessment amount (if any) do not aggregate more than 35 of said current total gross monthly income 32 Supplementing paragraph 4 1 Seller has no actual knowledge of a material default or condition which the Lessee is required to cure under the Lease and which remains uncured If prior to Closing Seller acquires knowledge of a such default or condition which the Lessee would be required to cure then Seller shall cure same at or prior to Closing This provision shall not survive closing
The Parties have duly executed this Rider as of the same date as the Contract SELLER PURCHASER ______________________________ _______________________________
Note This form is intended to deal with matters common to most transactions
involving the sale of a condominium unit Provisions should be added altered or
deleted to suit the circumstances of a particular transaction No representation is
made that this form of contract complies with Section 5-702 of the General
Obligations Law (ldquoPlain Language Lawrdquo)
CONSULT YOUR LAWYER BEFORE SIGNING THIS AGREEMENT
Contract of Sale - Condominium Unit
Agreement made as of 2010 between residing at Street Apt
New York NY (ldquoSellerrdquo) and residing at (ldquoPurchaserrdquo)
1 Unit Seller agrees to sell and convey and Purchaser agrees to purchase Unit
No (ldquoUnitrdquo) in the building (ldquoBuildingrdquo) known as Condominium
(ldquoCondominiumrdquo) and located at New York NY New York together with a
XXXXX percent undivided interest in the Common Elements (as defined in para 6)
appurtenant thereto all upon and subject to the terms and conditions set forth herein The
Unit shall be as designated in the Declaration of Condominium Ownership (as the same
may be amended from time to time the ldquoDeclarationrdquo) of the Condominium recorded in
New York County New York or the By-Laws (as the same may be amended from time
to time the ldquoBy-Lawsrdquo) of the Condominium
2 Personal Property (a) The sale includes all of Sellerrsquos right title and
interest if any in and to
(i) the refrigerators freezers ranges ovens built-in microwave
ovens dishwashers washing machines clothes dryers cabinets and counters lighting
and plumbing fixtures chandeliers air conditioning equipment venetian blinds shades
screens storm windows and other window treatments wall-to-wall carpeting
bookshelves switchplates door hardware and mirrors built-ins and articles of property
and fixtures attached to or appurtenant to the Unit except those listed in subpara 2(b) all
of which included property and fixtures are represented to be owned by Seller free and
clear of all liens and encumbrances other than those encumbrances (ldquoPermitted
Exceptionsrdquo) set forth on Schedule A annexed hereto and made a part hereof (strike out
inapplicable items) to the extent any of the foregoing exist in the Unit on the date
hereof and
- 2 -
(ii)
(b) Excluded from this sale are
(i) furniture and furnishings (other than as specifically provided
in this Contract) and
(ii)
(c) The property referred to in subpara 2(a)(i) and (ii) may not be
purchased if title to the Unit is not conveyed hereunder
3 Purchase Price (a) The purchase price (ldquoPurchase Pricerdquo) is $
payable as follows
(i) $ (ldquoDownpaymentrdquo) on the signing of this Contract by
good check subject to collection the receipt of which is hereby acknowledged to be held
in escrow pursuant to para 16 and
(ii) $ constituting the balance of the Purchase Price by
certified check of Purchaser or official bank check (except as otherwise provided in this
Contract) on the delivery of the deed as hereinafter provided
(b) All checks in payment of the Purchase Price shall represent United
States currency and be drawn on or issued by a bank or trust company authorized to
accept deposits in New York State All checks in payment of the Downpayment shall be
payable to the order of Escrowee (as hereinafter defined) All checks in payment of the
balance of the Purchase Price shall be payable to the order of Seller (or as Seller
otherwise directs pursuant to subparas 6(a)(viii) or 18(b))
(c) Except for the Downpayment and checks aggregating not more than
one-half of one percent of the Purchase Price One Thousand Dollars ($100000)
including payment for closing adjustments all checks delivered by Purchaser shall be
certified or official bank checks as hereinabove provided
4 Closing of Title The closing documents referred to in para 6 shall be
delivered and payment of the balance of the Purchase Price shall be made at the closing
of title (ldquoClosingrdquo) to be held on or about at AM at the offices of
Giddins Claman LLP 675 Third Avenue 29th
Floor New York NY or at the office
of Purchaserrsquos lending institution or its counsel provided however that such office is
located in either the City or County in which either (a) Sellerrsquos attorney maintains an
office or (b) the Unit is located
5 Representations Warranties and Covenants Seller represents warrants
and covenants that
- 3 -
(a) Seller is the sole owner of the Unit and the property referred to in
subpara 2(a) and Seller has the full right power and authority to sell convey and transfer
the same
(b) The common charges (excluding separately billed utility charges) for
the Unit on the date hereof are $xxxxx per month
(c) Seller has not received any written notice of any intended assessment
or increase in common charges not reflected in subpara 5(b) Purchaser acknowledges
that it will not have the right to cancel this Contract in the event of the imposition of any
assessment or increase in common charges after the date hereof of which Seller has not
heretofore received written notice
(d) The real estate taxes for the Unit for the fiscal year of ________
through ________ are $_________ Purchaser may verify the real estate taxes on the
website of the New York City Department of Finance A printout from the website
is attached
(e) Seller is not a ldquosponsorrdquo or a nominee of a ldquosponsorrdquo under any plan of
condominium organization affecting the Unit
(f) All refrigerators freezers ranges dishwashers washing machines
clothes dryers and air conditioning equipment included in this sale will be in working
order at the time of Closing
(g) If a copy is attached to this Contract the copy of the Certificate of
Occupancy covering the Unit is a true and correct copy and
(h) Seller is not a ldquoforeign personrdquo as defined in para 17 (If inapplicable
delete and provide for compliance with Code Withholding Section as defined in para
17)
6 Closing Documents (a) At the Closing Seller shall deliver to Purchaser the
following
(i) Bargain and sale deed With covenant against grantorrsquos acts
(ldquoDeedrdquo) complying with RPL sect 339-o and containing the covenant required by LL sect
13(5) conveying to Purchaser title to the Unit together with its undivided interest in the
Common Elements (as such term is defined in the Declaration and which term shall be
deemed to include Sellerrsquos right title and interest in any limited common elements
attributable to or used in connection with the Unit) appurtenant thereto free and clear of
all liens and encumbrances other than Permitted Exceptions The Deed shall be executed
and acknowledged by Seller and if requested by the Condominium executed and
acknowledged by Purchaser in proper statutory form for recording
- 4 -
(ii) If a corporation and if required pursuant to BCL sect 909 Seller
shall deliver to Purchaser (1) a resolution of its board of directors authorizing the delivery
of the Deed and (2) a certificate executed by an officer of such corporation certifying as
to the adoption of such resolution and setting forth facts demonstrating that the delivery
of the Deed is in conformity with the requirements of BCL sect 909 The Deed shall also
contain a recital sufficient to establish compliance with such law
(iii) A waiver of right of first refusal of the board of managers of
the Condominium (ldquoBoardrdquo) if required in accordance with para 8
(iv) A statement by the Condominium or its managing agent that
the common charges and any assessments then due and payable the Condominium have
been paid to the date of the Closing
(v) All keys to the doors of and mailbox for the Unit
(vi) Such affidavits andor other evidence as the title company
(ldquoTitle Companyrdquo) from which Purchaser has ordered a title insurance report and which
is authorized to do business in New York State shall reasonably require in order to omit
from its title insurance policy all exceptions for judgments bankruptcies or other returns
against Seller and persons or entities whose names are the same as or are similar to
Sellerrsquos name
(vii) New York City Real Property Transfer Tax Return if
applicable and New York State Real Estate Transfer Tax Return prepared executed and
acknowledged by Seller in proper form for submission
(viii) Checks in payment of all applicable real property transfer
taxes except a transfer tax which by law is primarily imposed on the purchaser
(ldquoPurchaser Transfer Taxrdquo) due in connection with the sale In lieu of delivery of such
checks Seller shall have the right upon reasonable prior notice to Purchaser to cause
Purchaser to deliver said checks at the Closing and to credit the amount thereof against
the balance of the Purchase Price Seller shall pay the additional transfer taxes if any
payable after the Closing by reason of the conveyance of the Unit which obligation shall
survive the Closing
(ix) Certification that Seller is not a foreign person pursuant to
para 17 or a withholding certificate from the Internal Revenue Service (If inapplicable
delete and provide for compliance with Code Section as defined in para 17) and
(x) Affidavit that a single station smoke detecting alarm device is
installed pursuant to New York Executive Law sect378(5)
(b) At the Closing Purchaser shall deliver to Seller the following
- 5 -
(i) Checks in payment of (y) the balance of the Purchase Price in
accordance with subpara 3(b) and (z) any Purchaser Transfer Tax
(ii) If required by the Declaration or By-Laws power of attorney
to the Board prepared by Seller in the form required by the Condominium The power of
attorney shall be executed and acknowledged by Purchaser and after being recorded
shall be sent to the Condominium
(iii) New York City Real Property Transfer Tax Return executed
and acknowledged by Purchaser and an Affidavit in Lieu of Registration pursuant to New
York Multiple Dwelling Law each in proper form for submission if applicable and
(iv) If required New York State Equalization Return executed
and acknowledged by Purchaser in proper form for submission
(c) It is a condition of Purchaserrsquos obligation to close title hereunder that
(i) All notes or notices of violations of law or governmental
orders ordinances or requirements affecting the Unit and noted or issued by any
governmental department agency or bureau having jurisdiction which were noted or
issued on or prior to the date hereof shall have been cured by Seller
(ii) Any written notice to Seller from the Condominium (or its
duly authorized representative) that the Unit is in violation of the Declaration By-Laws
or rules and regulations of the Condominium shall have been cured and
(iii) The Condominium is a valid condominium created pursuant
to RPL Art 9-B and the Title Company will so insure
7 Closing Adjustments (a) The following adjustments shall be made as of
1159 PM of the day before the Closing
(i) Real estate taxes and water charges and sewer rents if
separately assessed on the basis of the fiscal period for which assessed except that if
there is a water meter with respect to the Unit apportionment shall be based on the last
available reading subject to adjustment after the Closing promptly after the next reading
is available provided however that in the event real estate taxes have not as of the date
of Closing been separately assessed to the Unit real estate taxes shall be apportioned on
the same basis as provided in the Declaration or By-Laws or in the absence of such
provision based upon the Unitrsquos percentage interest in the Common Elements
(ii) Common charges of the Condominium and
(iii) If fuel is separately stored with respect to the Unit only the
value of fuel stored with respect to the Unit at the price then charged by Sellerrsquos supplier
- 6 -
(as determined by a letter or certificate to be obtained by Seller from such supplier)
including any sales taxes
(b) If at the time of Closing the Unit is affected by an assessment which is
or may become payable in installments then for the purposes of this Contract only the
unpaid installments which are then due shall be considered due and are to be paid by
Seller at the Closing All subsequent installments at the time of Closing shall be the
obligation of Purchaser
(c) Any errors or omissions in computing closing adjustments shall be
corrected This subpara 7(c) shall survive the Closing
(d) If the Unit is located in the City of New York the ldquocustoms in respect
to title closingsrdquo recommended by The Real Estate Board of New York Inc as amended
and in effect on the date of Closing shall apply to the adjustments and other matters
therein mentioned except as otherwise provided herein
8 Right of First Refusal If so provided in the Declaration or By-Laws this
sale is subject to and conditioned upon the waiver of a right of first refusal to purchase
the Unit held by the Condominium and exercisable by the Board Seller agrees to give
notice promptly to the Board of the contemplated sale of the Unit to Purchaser which
notice shall be given in accordance with the terms of the Declaration and By-Laws and
Purchaser agrees to provide promptly all applications information and references
reasonably requested by the Board If the Board shall exercise such right of first refusal
Seller shall promptly refund to Purchaser the Downpayment (which term for all purposes
of this Contract shall be deemed to include interest if any earned thereon) and upon the
making of such refund this Contract shall be deemed cancelled and of no further force or
effect and neither party shall have any further rights against or obligations or liabilities
to the other by reason of this Contract If the Board shall fail to exercise such right of
first refusal within the time and in the manner provided for in the Declaration or By-Laws
or shall declare in writing its intention not to exercise such right of first refusal (a copy of
which writing shall be delivered to Purchaser promptly following receipt thereof) the
parties hereto shall proceed with this sale in accordance with the provisions of this
Contract
9 Processing Fee Seller shall at the Closing pay all fees and charges payable
to the Condominium (andor its managing agent) in connection with this sale and
customarily charged to Sellers by the Condominium including without limitation
any processing fee the legal fees if any of the Condominiumrsquos attorney in connection
with this sale and unless otherwise agreed to by Seller and Purchaser in writing all ldquoflip
taxesrdquo transfer or entrance fees or similar charges if any payable to or for the
Condominium or otherwise for the benefit of the Condominium unit owners which arise
by reason of this sale Purchaser shall pay all fees customarily charged to Purchasers
by the Condominium or Managing Agent
- 7 -
10 No Other Representations Purchaser has examined and is satisfied with the
Declaration By-Laws and rules and regulations of the Condominium or has waived the
examination thereof Purchaser has inspected the Unit its fixtures appliances and
equipment and the personal property if any included in this sale as well as the Common
Elements of the Condominium and knows the condition thereof and subject to subpara
5(f) agrees to accept the same ldquoas isrdquo ie in the condition they are in on the date hereof
subject to normal use wear and tear between the date hereof and the Closing Purchaser
has examined or waived examination of the last audited financial statements of the
Condominium and has considered or waived consideration of all other matters pertaining
to this Contract and to the purchase to be made hereunder and does not rely on any
representations made by any broker or by Seller or anyone acting or purporting to act on
behalf of Seller as to any matters which might influence or affect the decision to execute
this Contract or to buy the Unit or said personal property except those representations
and warranties which are specifically set forth in this Contract
11 Possession Seller shall prior to the Closing remove from the Unit all
furniture furnishings and other personal property not included in this sale shall repair
any damage caused by such removal and shall deliver exclusive possession of the Unit at
the Closing vacant broom-clean and free of tenancies or other rights of use or
possession
12 Access Seller shall permit Purchaser and its architect decorator or other
authorized persons to have the right of access to the Unit between the date hereof and the
Closing for the purpose of inspecting the same and taking measurements at reasonable
times and upon reasonable prior notice to Seller (by telephone or otherwise) Further
Purchaser shall have the right to inspect the Unit at a reasonable time during the 24-hour
period immediately preceding the Closing
13 Defaults and Remedies (a) If Purchaser defaults hereunder Sellerrsquos sole
remedy shall be to retain the Downpayment as liquidated damages it being agreed that
Sellerrsquos damages in case of Purchaserrsquos default might be impossible to ascertain and that
the Downpayment constitutes a fair and reasonable amount of damages under the
circumstances and is not a penalty
(b) If Seller defaults hereunder Purchaser shall have such remedies as
Purchaser shall be entitled to at law or in equity including but not limited to specific
performance
14 Notices Any notice request or other communication (ldquoNoticerdquo) given or
made hereunder (except for the notice required by para 12) shall be in writing and either
(a) sent by any of the parties hereto or their respective attorneys by registered or certified
mail return receipt requested postage prepaid or (b) delivered in person or by overnight
courier with receipt acknowledged to the address given at the beginning of this Contract
for the party to whom the Notice is to be given or to such other address for such party as
said party shall hereafter designate by Notice given to the other party pursuant to this
- 8 -
para 14 or (c) with respect to para 6(a)(viii) or para 18(b) sent by fax to the partyrsquos
attorney Each Notice mailed shall be deemed given on the third business day following
the date of mailing the same and each Notice delivered in person or by overnight courier
shall be deemed given when delivered A copy of each notice sent to a party shall also be
sent to the partyrsquos attorney Each notice sent by fax shall be deemed given when
transmission is confirmed by the senders fax machine The attorneys for the parties are
hereby authorized to give and receive on behalf of their clients all Notices and deliveries
15 Purchaserrsquos Lien The Downpayment and all other sums paid on account of
this Contract and the reasonable expenses of the examination of title to and departmental
violation searches in respect of the Unit are hereby made a lien upon the Unit but such
lien shall not continue after default by Purchaser hereunder
16 Downpayment in Escrow (a) Sellerrsquos attorney (ldquoEscroweerdquo) shall hold the
Downpayment in escrow in a segregated bank account at the depository identified at the
end of this Contract until Closing or sooner termination of this Contract and shall pay
over or apply the Downpayment in accordance with the terms of this para 16 Escrowee
shall hold the Downpayment in a(n) interest-bearing Escrow account for the benefit of
the parties If interest is held for the benefit of the parties it shall be paid to the party
entitled to the Downpayment and the party receiving the interest shall pay any income
taxes thereon If interest is not held for the benefit of the parties the Downpayment shall
be placed in an IOLA account or as otherwise permitted or required by law The Social
Security or Federal Identification numbers of the parties shall be furnished to Escrowee
upon request At Closing the Downpayment shall be paid by Escrowee to Seller If for
any reason Closing does not occur and either party gives Notice (as defined in paragraph
14) to Escrowee demanding payment of the Downpayment Escrowee shall give prompt
Notice to the other party of such demand If Escrowee does not receive Notice of
objection from such other party to the proposed payment within 10 business days after
the giving of such Notice Escrowee is hereby authorized and directed to make such
payment If Escrowee does receive such Notice of objection within such 10 day period or
if for any other reason Escrowee in good faith shall elect not to make such payment
Escrowee shall continue to hold such amount until otherwise directed by Notice from the
parties to this Contract or a final nonappealable judgment order or decree of a court
However Escrowee shall have the right at any time to deposit the Downpayment with the
clerk of a court in the county in which the Unit is located and shall give Notice of such
deposit to Seller and Purchaser Upon such deposit or other disbursement in accordance
with the terms of this para 16 Escrowee shall be relieved and discharged of all further
obligations and responsibilities hereunder
(b) The parties acknowledge that Escrowee is acting solely as a
stakeholder at their request and for their convenience and that Escrowee shall not be
liable to either party for any act or omission on its part unless taken or suffered in bad
faith or in willful disregard of this Contract or involving gross negligence on the part of
Escrowee Seller and Purchaser jointly and severally (with right of contribution) agree to
- 9 -
defend (by attorneys selected by Escrowee) indemnify and hold Escrowee harmless from
and against all costs claims and expenses (including reasonable attorneysrsquo fees) incurred
in connection with the performance of Escroweersquos 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 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 Escroweersquos agreement to the provisions of this para 16 by signing in
the place indicated in this Contract
(e) Escrowee or any member of its firm shall be permitted to act as
counsel for Seller in any dispute as to the disbursement of the Downpayment or any other
dispute between the parties whether or not Escrowee is in possession of the
Downpayment and continues to act as Escrowee
(f) The party whose attorney is Escrowee shall be liable for loss of the
Downpayment
17 FIRPTA Seller represents and warrants to Purchaser that Seller is not a
ldquoforeign personrdquo as defined in IRC sect 1445 as amended and the regulations issued
thereunder (ldquoCode Withholding Sectionrdquo) At the Closing Seller shall deliver to
Purchaser a certificate stating that Seller is not a foreign person in the form then required
by the Code Withholding Section or a withholding certificate from the Internal Revenue
Service In the event Seller fails to deliver the aforesaid certificate or in the event that
Purchaser is not entitled under the Code Withholding Section to rely on such certificate
Purchaser shall deduct and withhold from the Purchase Price a sum equal to 10 thereof
and shall at Closing remit the withheld amount with the required forms to the Internal
Revenue Service
18 Title Report Acceptable Title (a) Purchaser shall promptly after the date
hereof or after receipt of the mortgage commitment letter if applicable order a title
insurance report from the Title Company Promptly after receipt of the title report and
thereafter of any continuations thereof and supplements thereto Purchaser shall forward a
copy of each such report continuation or supplement to the attorney for Seller Purchaser
shall further notify Sellerrsquos attorney of any other objections to title not reflected in such
title report of which Purchaser becomes aware following the delivery of such report
reasonably promptly after becoming aware of such objections
(b) Any unpaid taxes assessments water charges and sewer rents
together with the interest and penalties thereon to a date not less than two days following
- 10 -
the date of Closing and any other liens and encumbrances which Seller is obligated to
pay and discharge or which are against corporations estates or other persons in the chain
of title together with the cost of recording or filing any instruments necessary to
discharge such liens and encumbrances of record may be paid out of the proceeds of the
monies payable at the Closing if Seller delivers to Purchaser at the Closing official bills
for such taxes assessments water charges sewer rents interest and penalties and
instruments in recordable form sufficient to discharge any other liens and encumbrances
of record Upon request made a reasonable time before the Closing Purchaser shall
provide at the Closing separate checks for the foregoing payable to the order of the holder
of any such lien charge or encumbrance and other wise complying with subpara 3(b) If
the Title Company is willing to insure Purchaser that such charges liens and
encumbrances will not be collected out of or enforced against the Unit and is willing to
insure the lien of Purchaserrsquos Institutional Lender (as hereinafter defined) free and clear
of any such charges liens and encumbrances then Seller shall have the right in lieu of
payment and discharge to deposit with the Title Company such funds or to give such
assurances or to pay such special or additional premiums as the Title Company may
require in order to so insure In such case the charges liens and encumbrances with
respect to which the Title Company has agreed so to insure shall not be considered
objections to title
(c) Seller shall convey and Purchaser shall accept fee simple title to the
Unit in accordance with the terms of this Contract subject only to (a) the Permitted
Exceptions and (b) such other matters as (i) the Title Company or any other title insurer
licensed to do business by the State of New York shall be willing without special or
additional premium to omit as exceptions to coverage or to except with insurance against
collection out of or enforcement against the Unit and (ii) shall be accepted by any lender
which has committed in writing to provide mortgage financing to Purchaser for the
purchase of the Unit (ldquoPurchaserrsquos Institutional Lenderrdquo) except that if such
acceptance by Purchaserrsquos Institutional Lender is unreasonably withheld or delayed such
acceptance shall be deemed to have been given
(d) Notwithstanding any contrary provisions in this Contract express or
implied or any contrary rule of law or custom if Seller shall be unable to convey the
Unit in accordance with this Contract (provided that Seller shall release discharge or
otherwise cure at or prior to Closing any matter created by Seller after the date hereof and
any existing mortgage unless this sale is subject to it) and if Purchaser elects not to
complete this transaction without abatement of the Purchase Price the sole obligation and
liability of Seller shall be to refund the Downpayment to Purchaser together with the
reasonable cost of the examination of title to and departmental violation searches in
respect of the Unit and upon the making of such refund and payment this Contract shall
be deemed cancelled and of no further force or effect and neither party shall have any
further rights against or obligations or liabilities to the other by reason of this Contract
However nothing contained in this subpara 18(d) shall be construed to relieve Seller
from liability due to a willful default
- 11 -
19 Risk of Loss Casualty (a) The risk of loss or damage to the Unit or the
personal property included in this sale by fire or other casualty until the earlier of the
Closing or possession of the Unit by Purchaser is assumed by Seller but without any
obligation of Seller to repair or replace any such loss or damage unless Seller elects to do
so as hereinafter provided Seller shall notify Purchaser of the occurrence of any such
loss or damage to the Unit or the personal property included in this sale within 10 days
after such occurrence or by the date of Closing whichever first occurs and by such
notice shall state whether or not Seller elects to repair or restore the Unit andor the
personal property as the case may be If Seller elects to make such repairs and
restorations Sellerrsquos notice shall set forth an adjourned date for the Closing which shall
be not more than 60 days after the date of the giving of Sellerrsquos notice If Seller either
does not elect to do so or having elected to make such repairs and restorations fails to
complete the same on or before said adjourned date for the Closing Purchaser shall have
the following options
(i) To declare this Contract cancelled and of no further force or
effect and receive a refund of the Downpayment in which event neither party shall
thereafter have any further rights against or obligations or liabilities to the other by
reason of this Contract or
(ii) To complete the purchase in accordance with this Contract
without reduction in the Purchase Price except as provided in the next sentence If Seller
carries hazard insurance covering such loss or damage Seller shall turn over to Purchaser
at the Closing the net proceeds actually collected by Seller under the provisions of such
hazard insurance policies to the extent that they are attributable to loss of or damage to
any property included in this sale less any sums theretofore expended by Seller in
repairing or replacing such loss or damage or in collecting such proceeds and Seller shall
assign (without recourse to Seller) Sellerrsquos right to receive any additional insurance
proceeds which are attributable to the loss of or damage to any property included in this
sale
(b) If Seller does not elect to make such repairs and restorations
Purchaser may exercise the resulting option under (i) or (ii) of (a) above only by notice
given to Seller within 10 days after receipt of Sellerrsquos notice If Seller elects to make such
repairs and restorations and fails to complete the same on or before the adjourned closing
date Purchaser may exercise either of the resulting options within 10 days after the
adjourned closing date
(c) In the event of any loss of or damage to the Common Elements which
materially and adversely affects access to or use of the Unit arising after the date of this
Contract but prior to the Closing Seller shall notify Purchaser of the occurrence thereof
within 10 days after such occurrence or by the date of Closing whichever occurs first in
which event Purchaser shall have the following options
- 12 -
(i) To complete the purchase in accordance with this Contract
without reduction in the Purchase Price or
(ii) To adjourn the Closing until the first to occur of (1)
completion of the repair and restoration of the loss or damage to the point that there is no
longer a materially adverse effect on the access to or use of the Unit or (2) the 60th day
after the date of the giving of Sellerrsquos aforesaid notice In the event Purchaser elects to
adjourn the Closing as aforesaid and such loss or damage is not so repaired and restored
within 60 days after the date of the giving of Sellerrsquos aforesaid notice then Purchaser
shall have the right either to (x) complete the purchase in accordance with this Contract
without reduction in the Purchase Price or (y) declare this Contract cancelled and of no
further force or effect and receive a refund of the Downpayment in which latter event
neither party shall thereafter have any further rights against or obligations or liabilities
to the other by reason of this Contract
(d) In the event of any loss of or damage to the Common Elements which
does not materially and adversely affect access to or use of the Unit Purchaser shall
accept title to the Unit in accordance with this Contract without abatement of the
Purchase Price
20 Internal Revenue Service Reporting Requirement Each party shall
execute acknowledge and deliver to the other party such instruments and take such other
actions as such other party may reasonably request in order to comply with IRC sect
6045(e) as amended or any successor provision or any regulations promulgated pursuant
thereto insofar as the same requires reporting of information in respect of real estate
transactions The provisions of this para 20 shall survive the Closing The parties
designate _________________________________ as the attorney responsible for
reporting this information as required by law
21 Broker Seller and Purchaser represent and warrant to each other that the only
real estate broker with whom they have dealt in connection with this Contract and the
transaction set forth herein is ______________________________ and that they know of
no other real estate broker who has claimed or may have the right to claim a commission
in connection with this transaction The commission of such real estate broker shall be
paid by Seller pursuant to separate agreement If no real estate broker is specified above
the parties acknowledge that this Contract was brought about by direct negotiation
between Seller and Purchaser and each represents to the other that it knows of no real
estate broker entitled to a commission in connection with this transaction Seller and
Purchaser shall indemnify and defend each other against any costs claims or expenses
(including reasonable attorneysrsquo fees) arising out of the breach on their respective parts of
any representation warranty or agreement contained in this para 21 The provisions of
this para 21 shall survive the Closing or if the Closing does not occur the termination of
this Contract
- 13 -
22 Mortgage Commitment Contingency (Delete paragraph if inapplicable) (a)
The obligation of Purchaser to purchase under this Contract is conditioned upon issuance
on or before ____________ days after a fully executed copy of this Contract is given to
Purchaser or Purchaserrsquos attorney in the manner set forth in paragraph 14 or
subparagraph 22(k) (the ldquoCommitment Daterdquo) 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 Purchasers sole cost and expense of $______________ for a term of at least _______
years (or such lesser sum or shorter term as Purchaser shall be willing to accept) at the
prevailing fixed or adjustable rate of interest and on other customary commitment terms
(the ldquoCommitmentrdquo) To the extent a Commitment is conditioned on the sale of
Purchaserrsquos current home payment of any outstanding debt no material adverse change
in Purchaserrsquos 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 Lenderrsquos approval of an appraisal shall not be deemed a ldquoCommitmentrdquo
hereunder until an appraisal is approved (and if that does not occur before the
Commitment Date Purchaser may cancel under subparagraph 22(e) unless the
Commitment Date is extended) Purchaserrsquos 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 Purchaserrsquos
election more than one Institutional Lender for such mortgage loan (ii) furnish accurate
and complete information regarding Purchaser and members of Purchaserrsquos 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 22(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 (ldquoMortgage Brokerrdquo) shall constitute full compliance with
the terms and conditions set forth in subparagraph 22(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 22
- 14 -
(e) If no Commitment is issued by the 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 22(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 22
(f) If this Contract is canceled by Purchaser pursuant to subparagraphs
22(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 21
(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 22(a) then Purchaser shall be deemed to have waived
Purchaserrsquos right to cancel this Contract and to receive a refund of the Downpayment by
reason of the contingency contained in this paragraph 22
(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 of its obligations under this
paragraph 22) and except as set forth in paragraph 21
(i) The attorneys for the parties are hereby authorized to give and receive
on behalf of their clients all Notices and deliveries under this paragraph 22
(j) For purposes of this Contract the term ldquoInstitutional Lenderrdquo 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
(k) For purposes of subparagraph (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
- 15 -
23 Gender Etc As used in this Contract the neuter includes the masculine and
feminine the singular includes the plural and the plural includes the singular as the
context may require
24 Entire Contract All prior understandings and agreements between Seller and
Purchaser are merged in this Contract and this Contract supersedes any and all
understandings and agreements between the parties and constitutes the entire agreement
between them with respect to the subject matter hereof
25 Captions The captions in this Contract are for convenience and reference
only and in no way define limit or describe the scope of this Contract and shall not be
considered in the interpretation of this Contract or any provision hereof
26 No Assignment by Purchaser Purchaser may not assign this Contract or any
of Purchaserrsquos rights hereunder
27 Successors and Assigns Subject to the provisions of para 26 the provisions
of this Contract shall bind and inure to the benefit of both Purchaser and Seller and their
respective distributees executors administrators heirs legal representatives successors
and permitted assigns
28 No Oral Changes This Contract cannot be changed or terminated orally Any
changes or additional provisions must be set forth in a rider attached hereto or in a
separate written agreement signed by both parties to this Contract
29 Contract Not Binding Until Signed This Contract shall not be binding or
effective until properly executed and delivered by Seller and Purchaser
30 Lead-Based Paint If applicable the complete and fully executed disclosure
of information on lead-based paint andor lead-based paint hazards is attached hereto and
made a part hereof
IN WITNESS WHEREOF the parties hereto have duly executed this Contract
on the day and year first above written
Seller Purchaser
_________________________________ ____________________________________
- 16 -
Agreed to as to para 16 ________________________________
Giddins Claman LLP Escrowee
Escrow Depository
Address
SCHEDULE A - Permitted Exceptions
1 Zoning laws and regulations and landmark historic or wetlands designation
which are not violated by the Unit and which are not violated by the Common Elements
to the extent that access to or use of the Unit would be materially and adversely affected
2 Consents for the erection of any structure or structures on under or above any
street or streets on which the Building may abut
3 The terms burdens covenants restrictions conditions easements and rules
and regulations set forth in the Declaration By-Laws and rules and regulations of the
Condominium the Power of Attorney from Purchaser to the board of managers of the
Condominium and the floor plans of the Condominium all as may be amended from time
to time
4 Rights of utility companies to lay maintain install and repair pipes lines
poles conduits cable boxes and related equipment on over and under the Building and
Common Elements provided that none of such rights imposes any monetary obligation
on the owner of the Unit or materially interferes with the use of or access to the Unit
5 Encroachments of stoops areas cellar steps trim cornices lintels window
sills awnings canopies ledges fences hedges coping and retaining walls projecting
from the Building over any street or highway or over any adjoining property and
encroachments of similar elements projecting from adjoining property over the Common
Elements
6 Any state of facts which an accurate survey or personal inspection of the
Building Common Elements or Unit would disclose provided that such facts do not
prevent the use of the Unit for dwelling purposes For the purposes of this Contract none
of the facts shown on the survey if any identified below shall be deemed to prevent the
use of the Unit for dwelling purposes and Purchaser shall accept title subject thereto
- 17 -
The survey referred to in No 6 above was prepared by
___________________________ dated _____________________ and last revised
____________________
7 The lien of any unpaid common charge real estate tax water charge sewer
rent or vault charge provided the same are paid or apportioned at the Closing as herein
provided
8 The lien of any unpaid assessments to the extent of installments thereof
payable after the Closing
9 Liens encumbrances and title conditions affecting the Common Elements
which do not materially and adversely affect the right of the Unit owner to use and enjoy
the Common Elements
10 Notes or notices of violations of law or governmental orders ordinances or
requirements (a) affecting the Unit and noted or issued subsequent to the date of this
Contract by any governmental department agency or bureau having jurisdiction and (b)
any such notes or notices affecting only the Common Elements which were noted or
issued prior to or on the date of this Contract or at any time hereafter
11 Any other matters or encumbrances subject to which Purchaser is required to
accept title to the Unit pursuant to this Contract
ABOUT THE SPEAKERS
Lisa Lippman Senior Vice President and Director was the 1 broker at Brown Harris Stevens in 2009 With 13 years of experience selling real estate Lisa specializes in the sale of high end cooperatives condominiums and townhomes throughout Manhattan As is clear from her record even in tough times Lisa manages to both sell and find homes for her clients
Other awards Lisa has won in the last few years include
middotWall Street Journal top 400-Lisa was 11 in the nation and 2 in Manhattan 2009middotWall Street Journal top 50 brokers in America 2007middotBrown Harris Stevens Westside Office Broker of the Year All Years 2006 - 2009 middotBrown Harris Stevens Westside Office Listing Broker of the Year 2007 2008 2009middotBrown Harris Stevens Largest New Development Deal of the Year 2009
Prior to becoming a real estate broker Lisa spent several years as a lawyer practicing litigation at two prestigious law firms She graduated from The University of Pennsylvania in 1986 and earned her law degree from Cardozo in 1990 Lisarsquos legal background affords her a keen understanding of the negotiation process as well as the complexities needed to complete the deal
A New York City resident for 24 years Lisa offers impeccable knowledge of the market as it applies across all neighborhoods She has lived downtown on the Upper East Side and has now resided on the Upper West Side for the past 14 years Additionally as the mother of three children Lisa is personally involved in the decisions all buyers face in choosing a neighborhood and a home
Lisa takes pride in being a straight-forward intelligent and honest broker She understands the individual needs of each client as well as their comfort with the purchase andor sale process Her listening talents combined with her unbeatable memory work ethic and negotiation skills allow her to service her buyers and sellers most effectively Lisa is also active in the New York community including the UJA and her childrenrsquos school All of this enables her to offer a well-rounded approach to navigating the New York real estate landscape bringing to life the nuances and charms that the City and its real estate market have to offer
LISA LIPPMANSenior Vice PresidentDirector
Lisa Lippman bull 212- 588-5606 bull fax 212-418-9733 bull llippmanbhsusacom
GIDDINS bull CLAMAN LLP
Attorneys at Law
675 THIRD AVENUE
29TH
FLOOR
NEW YORK NEW YORK 10017
(212)573-6703
FAX (212)949-1923 Paul M Giddins
Scott Claman
Giddins Claman LLP ndash Firm Biography
Giddins Claman LLP (formerly Giddins Claman amp Langs LLP) was
established in 1988 by Paul M Giddins formerly an Assistant District Attorney in
the New York County District Attorneyrsquos Office For over 20 years the firm has
specialized in real estate matters in the New York City metropolitan area with an
active transactional real estate practice Mr Giddins has specialized in residential
real estate during that time In addition to purchase sale and refinance transactions
Mr Giddins represents cooperative apartment boards of directors and condominium
boards of managers Mr Giddins also regularly gives lectures and seminars on real
estate matters for many of the prominent real estate brokerage firms in New York
Scott Claman has been in the practice of law in New York for over 26 years
and joined the firm as a member in 1996 having previously been a partner at a law
firm that specialized in the representation of cooperative apartment boards of
directors and condominium boards of managers Mr Claman is regularly engaged
in a variety of transactional real estate matters ranging from commercial leasing
mortgage financing and asset dispositions to individual apartment and house sales
In addition to individual and institutional owners of residential and commercial real
estate Mr Claman also represents cooperative apartment boards of directors and
condominium boards of managers and has given numerous lectures and seminars
on real estate matters for the Real Estate Board of New York and for many of the
prominent real estate brokerage firms in New York
Steven M Nachman serves as Of Counsel to the firm in connection with
commercial and general litigation matters Mr Nachman formerly associated with
the firm of Stroock amp Stroock amp Lavan has over 20 years of civil litigation
experience
Giddins Claman LLP is proud to provide our clients with the benefits of our
collective experience as seasoned litigators and transactional real estate specialists
while maintaining our personal commitment to represent our clients in a manner
associated with a smaller practice
ManhattanResidential Market Report
Fourth Quarter 2010
Manhattan Cooperatives and Condominiums
2 Fourth Quarter 2010
Average and Median Sale Price
Cooperative Average Sale Price
Condominium Average Sale Price
Cover Property BrownHarrisStevenscom WEB272151
Average Sale Price Median Sale Price
Prices for Manhattan apartments continued to edge upward
as their average sale price of $1432787 was 8 higher
than a year ago This marked the sixth straight quarter that
the average price has risen While the number of recorded
transactions fell 25 from a year ago the fourth quarter of 2009
was uncharacteristically busy due to pent-up demand after the
collapse of Lehman Brothers had frozen the market earlier that year
The average co-op price continued to rise sharply as
more buyers favored larger apartments compared to a year ago Two-bedroom and larger
units accounted for 45 of co-op sales up from 40 a year ago This helped push
the overall average co-op price up 17 from 2009rsquos fourth
quarter to $1158333
Condo prices averaged $1751219 during the fourth
quarter 1 higher than a year ago One-bedrooms posted the
biggest increase in average price rising 9 over the past year
to $844964
Studio 1-Bedroom 2-Bedroom 3+Bedroom All
4th Q 10 $342545 $593718 $1231116 $3150700 $1158333
3rd Q 10 $366086 $606444 $1206257 $3049980 $1156733
2nd Q 10 $356696 $597311 $1301392 $2872496 $1065814
1st Q 10 $334307 $587538 $1132150 $3098881 $1079195
4th Q 09 $345725 $585238 $1133967 $3001012 $990921
Studio 1-Bedroom 2-Bedroom 3+Bedroom All
4th Q 10 $495002 $844964 $1637638 $4567750 $1751219
3rd Q 10 $495876 $809514 $1596021 $3835376 $1724180
2nd Q 10 $464559 $840829 $1570772 $3922994 $1686690
1st Q 10 $529970 $819785 $1608375 $4250098 $1730415
4th Q 09 $554568 $772525 $1583362 $4574080 $1732362
Average Sale Price Median Sale Price
$1600000
$1400000
$1200000
$1000000
$800000
$400000
$600000
$1369883 $820000
1Q10
$1324504 $800000
4Q09
$1432787 $840000
4Q10
$1423378 $890000
3Q10
$1377135 $842779
2Q10
Fourth Quarter 2010 3
New Developments Lofts
Time on the Market
Excludes new developments and units listed over one year Based on the last asking price Excludes new developments
Average Price Per Square Foot
New development prices averaged $1099 per square foot 11 less than during the fourth quarter of 2009 This was due in part to an increase in the percent of new development sales in Northern Manhattan from 9 a year ago to 15 At $1052 the average price per square foot for loft apartments was 3 higher than during 2009rsquos fourth quarter
Apartments sold during the quarter spent an average of 113 days on the market 14 less time than a year ago Sellers received 955 of the last asking price up slightly from the fourth quarter of 2009
Asking Vs Selling Price
$700
$900
$1100
$1300 $1099
4Q10
$1238
4Q09
$1146
1Q10 2Q10
$1176
$700
$900
$1100
$1300 $1052
4Q10
$1017
4Q09
$1037
1Q10
$1066
2Q10
$1112
3Q10
$1077
3Q10
75 days
100 days
125 days
150 days 113
4Q10
132
4Q09
119
1Q10
112
2Q10
85
90
95
100 955
4Q10
954
4Q09
962
1Q10
97
3Q10
959
3Q10
966
2Q10
Generally 59th to 96th Street Fifth Avenue to the East River
Cooperative Condominium
East sidE
4 Fourth Quarter 2010
Average Price Per Square Foot
At an average of $1581971 prices for two-bedroom East Side
apartments were 14 higher than a year ago The average price fell
13 for three-bedroom and larger apartments due in part to 2 closings
of over $30 million a year ago inflating that figure Co-ops fared better than condos as the average
price per room rose for both prewar and postwar co-ops over the past year
while the average condo price per square foot fell
Average Price Per Room
4Q09 4Q10
Studio 1-Bedroom 2-Bedroom 3+Bedroom
Percent of Sales
4th Q 09 10 35 36 19
4th Q 10 11 39 28 22
Average Price
4th Q 09 $351462 $647300 $1383364 $4146087
4th Q 10 $355459 $647207 $1581971 $3605513
Change 1 0 14 -13
$100000
$300000
$150000
$200000
$250000
$350000
$400000
$50000
$200
$1000
$400
$600
$800
$1200
$1400
$0
Postwar
$204713 $210559
Prewar
$348425 $383335
4Q10
$1126
4Q09
$1168
Generally 59th to 110th Street Hudson River to West of Fifth Avenue
WEst sidE
Fourth Quarter 2010 5
Cooperative CondominiumAverage Price Per Room Average Price Per Square Foot
With the exception of studios prices rose for all other size categories of apartments on
the West Side led by a 21 gain in the average price for
three-bedroom and larger units This increase was helped by
535 West End Avenue whose three-bedroom closing prices averaged over $115 million
in the fourth quarter Co-ops remained strong as the average
price per room rose 21 for prewar and 12 for postwar co-ops on the West Side The average condo price per square
foot rose 3 to $1309 making the West Side the only
area where both co-op and condo prices were higher
than a year ago
4Q09 4Q10
Studio 1-Bedroom 2-Bedroom 3+Bedroom
Percent of Sales
4th Q 09 10 37 37 16
4th Q 10 8 33 38 21
Average Price
4th Q 09 $417466 $656421 $1326640 $3325062
4th Q 10 $391228 $766529 $1378920 $4030338
Change -6 17 4 21
$125000
$225000
$150000
$175000
$200000
$250000
$275000
$100000
$200
$1000
$400
$600
$800
$1200
$1400
$0
4Q09
$1267
4Q10
$1309
Prewar
$215967 $260653
Postwar
$189264 $212348
MidtoWn East Generally 34th to 59th Street Fifth Avenue to the East River
MidtoWn
MidtoWn WEst Generally 34th to 59th Street Hudson River to West of Fifth Avenue
6 Fourth Quarter 2010
Cooperative Condominium
Cooperative Condominium
Average Price Per Room Average Price Per Square Foot
Average Price Per Room Average Price Per Square Foot
A couple of high-end closings at The Plaza and One Beacon Court helped bring the average condo price per square foot 27 higher in the Midtown East market compared
to a year ago The average price per room fell 5 for prewar while rising
8 for postwar co-ops
The average price per square foot rose 12 for condos over the
past year in the Midtown West market A number of closings at The Sheffield and Platinum
helped bring up this figure The average price per room fell for
both prewar and postwar co-ops in this market compared
to a year ago
$175000
$100000
$125000
$150000
$200000
$225000
$1000
$250
$500
$750
$1250
$1500
4Q09 4Q10
$212198 $200857
Prewar
$188662 $204639
Postwar
$1171
4Q09
$1485
4Q10
$252044 $199029 $231213 $221850 $1180$1055
4Q10Prewar Postwar 4Q09
$1000
$250
$500
$750
$1250
$1500
4Q09 4Q10
$200000
$50000
$100000
$150000
$250000
$300000
Cooperative Condominium
Fourth Quarter 2010 7
Average Price Per Room Average Price Per Square Foot
South of 34th Street
doWntoWn
While the average price fell 23 for three-bedroom and
larger apartments Downtown from a year ago a large
number of closings at the Superior Ink building inflated 2009rsquos figure This also is a reason why the overall condo
price per square foot fell 10 from a year ago The average
co-op price per room rose 13 for prewar and 4 for
postwar units from 2009rsquos fourth quarter
4Q09 4Q10
Studio 1-Bedroom 2-Bedroom 3+Bedroom
Percent of Sales
4th Q 09 17 43 28 12
4th Q 10 16 41 31 12
Average Price
4th Q 09 $452722 $704292 $1615877 $4665379
4th Q 10 $444618 $741919 $1581625 $3605513
Change -2 5 -2 -23
Prewar
$208503 $235826
Postwar
$188600 $195854
$100000
$200000
$125000
$150000
$175000
$225000
$250000
$75000
$800
$1200
$900
$1000
$1100
$1300
$1400
$700
4Q09
$1326
4Q10
$1194
Cooperative CondominiumAverage Price Per Room Average Price Per Square Foot
Generally North of 96th Street on the East Side and 110th Street on the West Side
NEW YORK CITY bull PALM BEACH bull THE HAMPTONS bull NORTH FORK 2129069200
EAST SIDE445 Park AvenueHall F Willkie PresidentRuth McCoy EVPManaging Director of Sales
UPPER EAST SIDE1121 Madison AvenuePeter R Marra EVPManaging Director of Sales
EDWARD LEE CAVE DIVISION790 Madison AvenueCaroline E Y GuthriePresident
WEST SIDE1926 BroadwayJames M Gricar EVP Managing Director of Sales
BROOKLYN HEIGHTS129 Montague StreetChristopher Thomas EVPManaging Director of Sales
PARK SLOPE100 Seventh AvenueMaryAnn Albano EVPManaging Director of Sales
NEW DEVELOPMENT445 Park Avenue James M GricarManaging DirectorBrown Harris Stevens On-Site Marketing and Sales
Prepared by Gregory Heym Chief Economist Brown Harris Stevenscopy2010 by Brown Harris Stevens All Rights Reserved This information may not be copied used or distributed without Brown Harris Stevensrsquo consent While information is believed true no guaranty is made of accuracy
While the average price fell for three-bedroom and larger apartments it was higher for
all other size categories in Northern Manhattan Condo
prices rose slightly as their average price per square foot of $566 was up 1 from a
year ago The average price per room fell for both prewar and
postwar co-ops compared to a year ago
This report is based on 1901 reported Manhattan apartment sales 25 less than were reported during last yearrsquos comparable period
VILLAGE2 Fifth AvenueKevin Kovesci EVPManaging Director of Sales
TRIBECA43 North MooreKevin Kovesci EVPManaging Director of Sales
northErn Manhattan
Studio 1-Bedroom 2-Bedroom 3+Bedroom
Percent of Sales
4th Q 09 6 35 43 16
4th Q 10 8 38 38 16
Average Price
4th Q 09 $227611 $352759 $567332 $1101778
4th Q 10 $319798 $394509 $577071 $710832
Change 41 12 2 -35
$100
$500
$200
$300
$400
$600
$700
$0
4Q09 4Q10
4Q09
$563
4Q10
$566
$70000
$110000
$80000
$90000
$100000
$120000
$130000
$60000
Prewar
$120601 $97757
Postwar
$110104 $106330
Faculty Biographies
REAL PROPERTY SECTION gt Officer Bio
Chair Leo Genn Esq
Office Address Northside Center for Child Development 1301 Fifth Ave New York NY 10029-3119
Phone 212-426-3406 Fax 212-410-7561 Email lgenn_esqyahoocom
After working briefly as a litigator Mr Genn became House Counsel at NorthsideCenter for Child Development a Manhattan-based not for profit where he handles contract negotiations commercial leasing property management and insurance issues Mr Genn also writes government grants Before law school Mr Genn spent eight years managing commercial and residential real estate in New York City Mr Genn has also worked for New York Citys Office of Economic Development In March 2002 Mr Genns article on the notice requirements in foreclosure proceedings appeared on thecover of the New York Real Estate Law Reporter Mr Gennrsquos favorite law quote is Oliver Wendell Holmes remark A word is not a crystal transparent and unchanged it isthe skin of a living thought and may vary greatly in color and content according to thecircumstances and time in which it is used Mr Gennrsquos favorite case is Raffles v
ichelhaus and his favorite legal fiction is promissory estoppel W
Paul M Giddins Partner
Giddins Claman LLP Paul M Giddins is a partner at Giddins Claman LLP a law firm in New York City Mr Giddins received a Bachelor of Arts degree from Trinity College- Hartford and a law degree from American University Washington School of Law
LISA LIPPMAN | Senior Vice President Director | Licensed Associate Real Estate Broker
printer friendly page
1926 Broadway New York NY 10023 Tel (212) 588-5606 Fax (212) 418-9733 llippmanbhsusacom download contact info view current listings view sold listings
FEATURED PROPERTY - UPPER EAST SIDE
2COOPERATIVE
25 EAST 79TH STREET
rice $1299000
isting ID 1127158
PBedrooms 2 Baths 20 L
Lisa Lippman Senior Vice President and Director was the 1 broker at Brown Harris Stevens in 2009 With 13 years of experience selling real estate Lisa specializes in the sale of high end cooperatives condominiums and townhomes throughout Manhattan As is clear from her record even in tough times Lisa manages to both sell and find homes for her clients Other awards Lisa has won in the last few years include middotWall Street Journal top 400-Lisa was 11 in the nation and 2 in Manhattan 2009 middotWall Street Journal top 50 brokers in America 2007 middotBrown Harris Stevens Westside Office Broker of the Year All Years 2006 - 2009 middotBrown Harris Stevens Westside Office Listing Broker of the Year 2007 2008 2009 middotBrown Harris Stevens Largest New Development Deal of the Year 2009 Prior to becoming a real estate broker Lisa spent several years as a lawyer practicing litigation at two prestigious law firms She graduated from The University of Pennsylvania in 1986 and earned her law degree from Cardozo in 1990 Lisas legal background affords her a keen understanding of the negotiation process as well as the complexities needed to complete the deal A New York City resident for 24 years Lisa offers impeccable knowledge of the market as it applies across all neighborhoods She has lived downtown on the Upper East Side and has now resided on the Upper West Side for the past 14 years Additionally as the mother of three children Lisa is personally involved in the decisions all buyers face in choosing a neighborhood and a home Lisa takes pride in being a straight-forward intelligent and honest broker She understands the individual needs of each client as well as their comfort with the purchase andor sale process Her listening talents combined with her unbeatable memory work ethic and negotiation skills allow her to service her buyers and sellers most effectively Lisa is also active in the New York community including the UJA and her childrens school All of this enables her to offer a well-rounded approach to navigating the New York real estate landscape bringing to life the nuances and charms that the City and its real estate market have to offer
Cooperative CondominiumAverage Price Per Room Average Price Per Square Foot
Generally North of 96th Street on the East Side and 110th Street on the West Side
NEW YORK CITY bull PALM BEACH bull THE HAMPTONS bull NORTH FORK 2129069200
EAST SIDE445 Park AvenueHall F Willkie PresidentRuth McCoy EVPManaging Director of Sales
UPPER EAST SIDE1121 Madison AvenuePeter R Marra EVPManaging Director of Sales
EDWARD LEE CAVE DIVISION790 Madison AvenueCaroline E Y GuthriePresident
WEST SIDE1926 BroadwayJames M Gricar EVP Managing Director of Sales
BROOKLYN HEIGHTS129 Montague StreetChristopher Thomas EVPManaging Director of Sales
PARK SLOPE100 Seventh AvenueMaryAnn Albano EVPManaging Director of Sales
NEW DEVELOPMENT445 Park Avenue James M GricarManaging DirectorBrown Harris Stevens On-Site Marketing and Sales
Prepared by Gregory Heym Chief Economist Brown Harris Stevenscopy2010 by Brown Harris Stevens All Rights Reserved This information may not be copied used or distributed without Brown Harris Stevensrsquo consent While information is believed true no guaranty is made of accuracy
The average price rose sharply over the past year for studio
and two-bedroom apartments in Northern Manhattan Studio
prices averaged $285719 a 24 increase from third
quarter of 2009 while the two-bedroom average price rose 20
to $621104 Condo prices averaged $618 per square foot
7 more than a year ago
This report is based on 2471 reported Manhattan apartment sales 4 more than were reported during last yearrsquos comparable period
VILLAGE2 Fifth AvenueKevin Kovesci EVPManaging Director of Sales
TRIBECA43 North MooreKevin Kovesci EVPManaging Director of Sales
northErn Manhattan
$100
$500
$200
$300
$400
$600
$700
$0
3Q09 3Q10
$60000
$100000
$70000
$80000
$90000
$110000
$120000
$50000
Studio 1-Bedroom 2-Bedroom 3+Bedroom
Percent of Sales
3rd Q 09 7 40 41 12
3rd Q 10 9 32 46 13
Average Price
3rd Q 09 $230833 $380770 $519583 $964950
3rd Q 10 $285719 $379154 $621104 $879888
Change 24 0 20 -9
3Q09
$579
3Q10
$618
Prewar
$103224 $114800
Postwar
$101221 $98244
IDENTIFYING THE
APARTMENT
A Sample Showsheet
B Cooperative Building Financials
Pure Perfection on Riverside Drive100 Riverside Drive Apartment 3A
This sprawling prewar 9 room home is simply exquisite The trees of Riverside Park greet you while you sit in
the new chefs kitchen open to a beautiful den (or dining room) on the park The gorgeous sunken living room
library and huge master bedroom also all have oversized picture windows on the park In addition there are
two more bedrooms a large formal dining room and a second windowed butlers kitchen that could easily be
made into an office The finishes of this home are perfect All of the bathrooms are brand new and outfitted
with custom stone There is central air and the closets have all been custom designed Currently configured as a
luxurious 3 bedroom plus maids and den the apartment could easily be a 4 bedroom plus library No detail has
been overlooked and there is fabulous sun trees and nature in almost every room Full service building with
storage and a new fitness center A truly unique and special home
WEB 917677
Full Service Prewar Coopbull Four Bedrooms and Four New Bathroomsbull
Maintenance $350634bull Central Air Conditioningbull
Financing Allowed 75bull New Chefs Kitchen with Large Double Ovenbull
Tax Deductability 39bull Custom Closetsbull
Storage Binbull Pets Allowedbull
Fitness Centerbull Laundry Room with Butlers Kitchenbull
$3999000 Listing Price
Exclusive Broker
Lisa Lippman bull 212-588-5606 bull fax 212-418-9733 bull llippmanbhsusacom
All information is from sources deemed reliable but is subject to errors omissions changes in price prior sale or withdrawal without notice No representation is made as to the accuracy of any description All measurements and squarefootages are approximate and all information should be confirmed by customer All rights to content photographs and graphics reserved to BHS Customer should consult with its counsel regarding all closing costs including without
limitation the New York State 1 tax paid by buyers on residential properties over $1 million BHS represents the sellerowner on BHSs own exclusives except if another agent of BHS represents the buyertenant in which case BHSwill be a dual agent with designated agents representing sellerowner and buyertenant BHS represents the buyertenant when showing the exclusives of other real estate firms In all instances BHS treats all parties fairly and honestly
BHS actively supports equal housing opportunities
Scott Moore bull 212-588-5608 bull fax 212-319-2633 bull smoorebhsusacom
Brown Harris Stevens Residential Sales LLC bull 212 906 9200 bull BrownHarrisStevenscomM A N H A T T A N bull B R O O K L Y N bull T H E H A M P T O N S bull N O R T H F O R K bull P A L M B E A C H
ldquoMAKING THE DEALrdquo
A REBNY Financial Statement
B Estimated Residential Closing Costs
C Sample Contracts (Co-op amp Condo)
D Sample Closing Breakdown
(Condo)
FINANCIAL STATEMENT
Name(s)
Address
The following is submitted as being true and accurate statement of the financial condition of the undersigned on the day of
January 20
ASSETS
Applicant
Co-Applicant
LIABILITIES
Applicant
Co-Applicant
Cash in Banks 550000 Notes Payable
Money Markets Funds 600000 To Banks
Contract Deposit 355000 To Relative
Investments Bonds amp Stocks To Others
- see schedule 1620000 Installment Accounts Payable
Investment in Own Business Automobile
Accounts amp Notes Receivable Other
Real Estate Owned-see schedule 1200000 Other Accounts Payable
Year Make Mortgages Payable on Real 535000
Automobiles 35000 Estate - see schedule
Personal Property amp Furniture 50000 Unpaid Real Estate Taxes
Life Insurance Unpaid Income Taxes
Cash Surrender Value 60000 Chattel Mortgages
Retirement FundsIRA Loans on Life Insurance
Policies
401K 200000 (Include Premium
Advances)
KEOGH Outstanding Credit Card
Loans
Profit SharingPension Plan Other Debts - Itemize
Other Assets TOTAL LIABILITIES 535000 0
TOTAL ASSETS 4670000 0 NET WORTH 4135000 0
COMBINED ASSETS
4670000
TOTAL LIABILITIES
amp NET WORTH 4670000 0
SOURCE OF INCOME
Applicant
Co-Applicant
COMBINED 4670000
Base Salary 350000 CONTINGENT LIABILITIES
Overtime Wages As Endorser or Co-Maker on Notes $ 0
Bonus amp Commissions 150000 Alimony $ 0
Dividends and Interest Income Child Support $ 0
Real Estate Income (Net) Are you defendant in any legal action Yes No
Explain
Other Income - Itemize Are there any unsatisfied judgments Yes No
TOTAL 500000 0 Have you ever taken bankruptcy Yes No
Explain GENERAL INFORMATION
Applicant
Co-Applicant
Personal Bank Accounts at
PROJECTED EXPENSES
MONTHLY
Maintenance $ 2857
Savings amp Loan Accounts at Apartment Financing $ 10078
Other Mortgages $ 2671
Bank Loans $
Purpose of Loan Auto Loan $
TOTAL $ 15606
The foregoing statements and details pertaining thereto both printed and written have been carefully read and the undersigned hereby
solemnly declares and certifies that the same is a full and correct exhibit of myour financial condition
Date 20 Signature __________________________________________
Signature __________________________________________
SCHEDULE OF BOND amp STOCKS
Amount of Shares
Description (Extended Valuation in Column)
Marketable Value
Non-Marketable Value
SCHEDULE OF REAL ESTATE
Description amp Location
Cost
Actual Value
Mortgage Amount
Maturity Date
SCHEDULE OF NOTES PAYABLE
Specify any assets pledges as collateral including the liabilities they secure
To Whom Payable
Date
Amount
Due
Interest
Pledged as Security
April 2009
ESTIMATED RESIDENTIAL CLOSING COSTS IN NEW YORK CITY
Broker As provided in exclusive with broker
Own Attorney Approx $2000 +- as negotiated
Managing Agentrsquos Fee Approx $500 + as determined by building
Move-out Deposit or Fee Approx $1000 as determined by building
New York City Transfer Tax 1 of entire gross purchase price if price is $500000 or under or 1425 of entire gross purchase price if price exceeds $500000
New York State Transfer Tax 04 (004) of gross purchase price
Bank Satisfaction of Mortgage Fees Approx $450 as determined by bank
Recording ACRIS other fees Approx $150
Gains Tax Withholding (Out of State Seller) 897 of gain
Non ndash US Resident (FIRPTA) 10 of price withheld or paid
Stock Transfer Tax (Co-ops Only) $005share
FOR The SelleR
Mortgage Recording Tax and Title Insurance not required for Co-ops though title insurance is available for Co-ops at other rates
For Bulk Sale Multi Family and Commercial Property NYC Transfer Tax Rates $1425 under $500000 2625 above Mortgage Recording Tax Rates 205 under $500000 28 above $500000
When purchasing a condominium unit directly from a Sponsor the Purchaser may be required to pay New York City and New York State Transfer Taxes (See ldquoFor The Sellerrdquo section above for amounts) as well as the Sponsorrsquos attorneyrsquos fee (typically around $1500)
All costs are estimated and will vary based on transaction specifics changes in rates and taxes and other factors No representation is made as to the accuracy of these estimates Parties to transactions must consult their own counsel and refer to transaction specifics for verification of all costs
Own Attorney Approx $2000 +- as negotiated
Bank Fees (application credit appraisal bank attorney and miscellaneous) Approx $2200 as determined by bank
Short-term Interest One month max (prorated for month of closing)
Miscellaneous Recording Fees Approx $500
Mortgage Recording Fee205 of entire amount of Mortgage on Loans $500000 or under or 2175 of entire amount of Mortgage on Loans exceeding $500000
Fee Title Insurance Approx $8000 for $2000000 NYC condo based on rate schedule
Mortgagee Title Insurance Approx $1500 for $1500000 NYC condo mortgage based on rate schedule
Miscellaneous Title Charges Approx $500
Managing Agentrsquos Fee Approx $500 as determined by building
Adjustments
Common Charges Approx 1 month (prorated for month of closing)
Real estate Tax escrow Approx 8 months (prorated to closing plus 6 month escrow may include insurance)
Mansion Tax 1 of entire gross purchase price if purchase price exceeds $1000000
Move-in Deposit or Fee Approx $1000 as determined by building
lien Search (Co-ops Only) Approx $350
FOR The PURChASeR
123 - Contract of sale cooperative apartment 7-01
Prepared by The Committee on Condominiums and Cooperatives of the Real Property Section of the New York State Bar Association
CONSULT YOUR LAWYER BEFORE SIGNING THIS AGREEMENT
Contract of Sale - Cooperative Apartment
This Contract is made as of October 2010 between the Seller and the Purchaser identified below
1 Certain Definitions and Information
11 The Parties are
111 Seller
Prior names used by Seller
Address
New York NY
S S No
112 Purchaserrdquo
Address
New York NY
S S No
12 The Attorneys are (name address and telephone fax)
121 Sellers Attorneyrdquo
Giddins Claman LLP
675 Third Avenue 29th Floor
New York NY 10017
Attn Paul M Giddins Esq
(212)573-6703 Fax (212)949-1923
pgiddinsgcl-lawcom
122 Purchasers Attorney
13 The Escrowee is the Sellers Attorney
14 The Managing Agent is (name address and telephone fax)
15 The real estate Broker(s) (see para 12) isare
Lisa Lippman
Company Name Brown Harris Stevens
16 The name of the cooperative housing corporation (Corporation) is
17 The Unit number is
18 The Unit is located in Premises known as
19 The Shares are the shares of the Corporation allocated to the Unit
110 The Lease is the Corporations proprietary lease or occupancy agreement for the Unit given by the Corporation which expires on
111 Personalty is the following personal property to the extent existing in the Unit on the date hereof the refrigerators freezers ranges ovens built-in microwave ovens dishwashers garbage disposal units cabinets and
counters lighting fixtures chandeliers wall-to-wall carpeting plumbing and heating fixtures central air conditioning andor window or sleeve units washing machines dryers screens and storm windows window treatments switch plates door hardware mirrors built-ins not excluded in Paragraph 112 and
112 Specifically excluded from this sale is all personal property not included in para 111 and
113 The sale [does] [does not] include Sellers interest in
Storage Servants Room Parking Space (Included Interests)
114 The Closing is the transfer of ownership of the Shares and Lease
115 The date scheduled for Closing is 2010
(Scheduled Closing Date) at 200 PM (See para 9 and 10)
116 The Purchase Price is $
1161 The Contract Deposit is $
1162 The Balance of the Purchase Price due at Closing is
$ (See para 222)
117 The monthly Maintenance charge is $ (See para 4)
118 The Assessment if any payable to the Corporation at the date of this Contract is $ payable as follows
119 SellerPurchaser shall pay the Corporations flip tax transfer fee (apart from the transfer agent fee) andor waiver of option fee (Flip Tax) if any
120 Financing Options (Delete two of the following parapara 1 20 1 1202 or 1203)
1201 Purchaser may apply for financing in connection with this sale and Purchasers obligation to purchase under this Contract is contingent upon issuance of a Loan Commitment Letter by the Loan Commitment Date (para 1812)
1202 Purchaser may apply for financing in connection with this sale but Purchasers obligation to purchase this Contract is not contingent upon issuance of a Loan Commitment Letter
1203 Purchaser shall not apply for financing in connection with this sale
121 If para 120 1 or 1202 applies the Financing Terms for para 18 are A loan of $ for a term of 30 years or such lesser amount or shorter term as applied for or acceptable to Purchaser and the Loan Commitment Date for para 18 is 30 calendar days after the Delivery Date
122 The Delivery Date of this Contract is the date on which a fully executed counterpart of this Contract is deemed given to and received by Purchaser or Purchasers Attorney as provided in para 173
123 All Proposed Occupants of the Unit are
1231 persons and relationship to Purchaser
Purchasers
1232 pets
124 The Contract Deposit shall be held in [a non] [an] IOLA escrow account If the account is a non-IOLA account then interest shall be paid to the Party entitled to the Contract Deposit The Party receiving the interest shall pay any income taxes thereon The escrow account shall be a segregated bank account at
Depository XXXX Bank
Address (See para 27)
125 This Contract is [not] continued on attached rider(s)
2 Agreement to Sell and Purchase Purchase Price Escrow
21 Seller agrees to sell to Purchaser and Purchaser agrees to purchase from Seller the Sellers Shares Lease Personalty and any Included Interests and all other items included in this sale for the Purchase Price and upon the terms and conditions set forth in this Contract
22 The Purchase Price is payable to Seller by Purchaser as follows
221 the Contract Deposit at the time of signing this Contract by Purchasers good check to the order of Escrowee and
222 the Balance at Closing only by cashiers or official bank check or certified check of Purchaser payable to the direct order of Seller The check(s) shall be drawn on and payable by a branch of a commercial or savings bank savings and loan association or trust company located in the same City or County as the Unit Seller may direct on reasonable Notice (defined in para 17) prior to Closing that all or a portion of the Balance shall be made payable to persons other than Seller (see para 177)
3 Personalty
31 Subject to any rights of the Corporation or any holder of a mortgage to which the Lease is subordinate this sale includes all of the Sellers interest if any in the Personalty and the Included Interests
32 No consideration is being paid for the Personalty or for the Included Interests nothing shall be sold to Purchaser if the Closing does not occur
33 Prior to Closing Seller shall remove from the Unit all the furniture furnishings and other property not included in this sale and repair any damage caused by such removal
4 Representations and Covenants
41 Subject to any matter affecting title to the Premises (as to which Seller makes no representations or covenants) Seller represents and covenants that
4 11 Seller is and shall at Closing be the sole owner of the Shares Lease Personalty and Included Interests with the full right power and authority to sell and assign them Seller shall make timely provision to satisfy existing security interest(s) in the Shares and Lease and have the same delivered at Closing (See para 101)
412 the Shares were duly issued fully paid for and are non-assessable
413 the Lease is and will at Closing be in full force and effect and no notice of default under the Lease is now or will at Closing be in effect
414 the Maintenance and Assessments payable as of the date hereof are as specified in para 117 and 118
415 as of this date Seller neither has actual knowledge nor has received any written notice of any increase in Maintenance or any Assessment which has been adopted by the Board of Directors of the Corporation and is not reflected in the amounts set forth in parapara 117 and 118
416 Seller has not made any material alterations or additions to the Unit without any required consent of the Corporation or to Sellers actual knowledge without compliance with all applicable law This provision shall not survive Closing
417 Seller has not entered into shall not enter into and has no actual knowledge of any agreement (other than the Lease) affecting title to the Unit or its use andor occupancy after Closing or which would be binding on or adversely affect Purchaser after Closing (eg a sublease or alteration agreement)
418 Seller has been known by no other name for the past 10 years except as set forth in para 111
419 at Closing in accordance with para 152
4191 there shall be no judgments outstanding against Seller which have not been bonded against collection out of the Unit (Judgments)
4192 the Shares Lease Personalty and any Included Interests shall be free and clear of liens (other than the Corporations general lien on the Shares for which no monies shall be owed) encumbrances and adverse interests (Liens)
4193 all sums due to the Corporation shall be fully paid by Seller to the end of the payment period immediately preceding the date of Closing
4194 Seller shall not be indebted for labor or material which might give rise to the filing of a notice of mechanics lien against the Unit or the Premises and
4195 no violations shall be of record which the owner of the Shares and Lease would be obligated to remedy under the Lease
42 Purchaser represents and covenants that
421 Purchaser is acquiring the Shares and Lease for primary residential occupancy of the Unit solely by the Proposed Occupants identified in para 1 23
422 Purchaser is not and within the past 7 years has not been the subject of a bankruptcy proceeding
423 if para 1203 applies Purchaser shall not apply for financing in connection with this purchase
424 Each individual comprising Purchaser is over the age of 18 and is purchasing for Purchasers own account (beneficial and of record)
425 Purchaser shall not make any representations to the Corporation contrary to the foregoing and shall provide all documents in support thereof required by the Corporation in connection with Purchasers application for approval of this transaction and
426 there are not now and shall not be at Closing any unpaid tax liens or monetary judgments against Purchaser
43 Each Party covenants that its representations and covenants contained in para 4 shall be true and complete at Closing and except for para 416 shall survive Closing but any action based thereon must be instituted within one year after Closing
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 Corporations 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 Corporations shareholders under Internal Revenue Code (IRC) sect216 (or any successor statute)
6 Required Approval and References
61 This sale is subject to the unconditional consent of the Corporation
62 Purchaser shall in good faith
621 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 or if para 1201 or 1202 applies and the Loan Commitment Letter is required by the Corporation within 3 business days after the earlier of (i) the Loan Commitment Date (defined in para 12 1) or (ii) the date of receipt of the Loan Commitment Letter (defined in para 1812) whether said commitment letter is conditional or unconditional
622 attend (and cause any Proposed Occupant to attend) one or more personal interviews as requested by the Corporation and
623 promptly submit to the Corporation such further references data and documents reasonably requested by the Corporation 63 Either Party after learning of the Corporations 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 Corporations 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 para 63 the Escrowee shall refund the Contract Deposit to Purchaser 64 If such consent is refused or not given due to Purchasers bad faith conduct Purchaser shall be in default and para 131 shall govern 7 Condition of Unit and Personalty Possession 71 Seller makes no representation as to the physical condition or state of repair of the Unit the Personalty the Included Interests or the Premises Purchaser has inspected or waived inspection of the Unit the Personalty and the Included Interests and shall take the same as is as of the date of
this Contract except for reasonable wear and tear However at the time of Closing the appliances shall be in working order and required smoke detector(s) shall be installed and operable 72 At Closing Seller shall deliver possession of the Unit Personalty and Included Interests in the condition required by para 71 broom clean vacant and free of all occupants and rights of possession 8 Risk of Loss 81 The provisions of General Obligations Law Section 5-1311 as modified herein shall apply to this transaction as if it were a sale of realty For purposes of this paragraph the term Unit includes built-in Personalty 82 Destruction shall be deemed material under GOL 5-1311 if the reasonably estimated cost to restore the Unit shall exceed 5 of the Purchase Price 83 In the event of any destruction of the Unit or the Premises when neither legal title nor the possession of the Unit has been transferred to Purchaser Seller shall give Notice of the loss to Purchaser (Loss Notice) by the earlier of the date of Closing or 7 business days after the date of the loss 84 If there is material destruction of the Unit without fault of Purchaser this Contract shall be deemed canceled in accordance with para 163 unless Purchaser elects by Notice to Seller to complete the purchase with an abatement of the Purchase Price or 85 Whether or not there is any destruction of the Unit if without fault of Purchaser more than 10 of the units in the Premises are rendered uninhabitable or reasonable access to the Unit is not available then Purchaser shall have the right to cancel this Contract in accordance with para 163 by Notice to Seller 86 Purchasers Notice pursuant to para 84 or para 85 shall be given within 7 business days following the giving of the Loss Notice except that if Seller does not give a Loss Notice Purchasers Notice may be given at any time at or prior to Closing 87 In the event of any destruction of the Unit Purchaser shall not be entitled to an abatement of the Purchase Price (i) that exceeds the reasonably estimated cost of repair and restoration or (ii) for any loss that the Corporation is obliged to repair or restore but Seller shall assign to Purchaser without recourse Sellers claim if any against the Corporation with respect to such loss 9 Closing Location The Closing shall be held at the location designated by the Corporation or if no such designation is made at the office of Sellers Attorney 10 Closing 101 At Closing Seller shall deliver or cause to be delivered 1011 Sellers certificate for the Shares duly endorsed for transfer to Purchaser or accompanied by a separate duly executed stock power to Purchaser and in either case with any guarantee of Sellers signature required by the Corporation 1012 Sellers counterpart original of the Lease all assignments and assumptions in the chain of title and a duly executed assignment thereof to Purchaser in the form required by the Corporation 1013 FIRPTA documents required by para 25 1014 keys to the Unit building entrance(s) and if applicable garage mailbox storage unit and any locks in the Unit 1015 if requested an assignment to Purchaser of Sellers interest in the Personalty and Included Interests 1016 any documents and payments to comply with para 152 1017 If Seller is unable to deliver the documents required in para 1011 or 1012 then Seller shall deliver or cause to be delivered all documents and payments required by the Corporation for the issuance of anew certificate for the Shares or a new Lease 102 At Closing Purchaser shall 1021 pay the Balance in accordance with para 222 1022 execute and deliver to Seller and the Corporation an agreement assuming the Lease in the form required by the Corporation and 1023 if requested by the Corporation execute and deliver counterparts of a new lease substantially the same as the Lease for the balance of the Lease term in which case the Lease shall be canceled and surrendered to the Corporation together with Sellers assignment thereof to Purchaser
103 At Closing the Parties shall complete and execute all documents necessary 1031 for Internal Revenue Service (IRS) form 1099-S or other similar requirements 1032 to comply with smoke detector requirements and any applicable transfer tax filings and 1033 to transfer Sellers interest if any in and to the Personalty and Included Interests 104 Purchaser shall not be obligated to close unless at Closing the Corporation delivers 1041 to Purchaser a new certificate for the Shares in the name of Purchaser and 1042 a written statement by an officer or authorized agent of the Corporation consenting to the transfer of the Shares and Lease to Purchaser and setting forth the amounts of and payment status of all sums owed by Seller to the Corporation including Maintenance and any Assessments and the dates to which each has been paid 11 Closing Fees Taxes and Apportionments 11 1 At or prior to Closing 1111 Seller shall pay if applicable 11111 the cost of stock transfer stamps and 11112 transfer taxes except as set forth in para 11122 1112 Purchaser shall pay if applicable 11121 any fee imposed by the Corporation relating to Purchasers financing and 11122 transfer taxes imposed by statute primarily on Purchaser (eg the mansion tax) 112 The Flip Tax if any shall be paid by the Party specified in para 119 113 Any fee imposed by the Corporation and not specified in this Contract shall be paid by the Party upon whom such fee is expressly imposed by the Corporation and if no Party is specified by the Corporation then such fee shall be paid by Seller 114 The Parties shall apportion as of 1159 PM of the day preceding the Closing the Maintenance and any other periodic charges due the Corporation (other than Assessments) and STAR Tax Exemption (if the Unit is the beneficiary of same) based on the number of the days in the month of Closing 115 Assessments whether payable in a lump sum or installments shall not be apportioned but shall be paid by the Party who is the owner of the Shares on the date specified by the Corporation for payment Purchaser shall pay any installments payable after Closing provided Seller had the right and elected to pay the Assessment in installments 116 Each Party shall timely pay any transfer taxes for which it is primarily liable pursuant to law by cashiers official bank certified or attorneys escrow check This para 116 shall survive Closing 117 Any computational errors or omissions shall be corrected within 6 months after Closing This para 117 shall survive Closing 12 Broker 121 Each Party represents that such Party has not dealt with any person acting as a broker whether licensed or unlicensed in connection with this transaction other than the Broker(s) named in para 15 122 Seller shall pay the Brokers commission pursuant to a separate agreement The Broker(s) shall not be deemed to be a third-party beneficiary of this Contract 123 This para 12 shall survive Closing cancellation or termination of this Contract 13 Defaults Remedies and Indemnities 131 In the event of a default or misrepresentation by Purchaser Sellers sole and exclusive remedies shall be to cancel this Contract retain the Contract Deposit as liquidated damages and if applicable Seller may enforce the indemnity in para 133 as to brokerage commission or sue under para 134 Purchaser prefers to limit Purchasers exposure for actual damages to the amount of the Contract Deposit which Purchaser agrees constitutes a fair and reasonable amount of compensation for Sellers damages under the circumstances and is not a penalty The principles of real property law shall apply to this liquidated damages provision 132 In the event of a default or misrepresentation by Seller Purchaser shall have such remedies as Purchaser is entitled to at law or in equity including
specific performance because the Unit and possession thereof cannot be duplicated 133 Subject to the provisions of para 43 each Party indemnifies and holds harmless the other against and from any claim judgment loss liability cost or expense resulting from the indemnitors breach of any of its representations or covenants stated to survive Closing cancellation or termination of this Contract Purchaser indemnifies and holds harmless Seller against and from any claim judgment loss liability cost or expense resulting from the Lease obligations accruing from and after the Closing Each indemnity includes without limitation reasonable attorneys fees and disbursements court costs and litigation expenses arising from the defense of any claim and enforcement or collection of a judgment under this indemnity provided the indemnitee is given Notice and opportunity to defend the claim This para 133 shall survive Closing cancellation or termination of this Contract 134 In the event any instrument for the payment of the Contract Deposit fails of collection Seller shall have the right to sue on the uncollected instrument In addition such failure of collection shall be a default under this Contract provided Seller gives Purchaser Notice of such failure of collection and within 3 business days after Notice is given Escrowee does not receive from Purchaser an unendorsed good certified check bank check or immediately available funds in the amount of the uncollected funds Failure to cure such default shall entitle Seller to the remedies set forth in Paragraph 131 and to retain all sums as may be collected andor recovered 14 Entire Agreement Modification 141 All prior oral or written representations understandings and agreements had between the Parties with respect to the subject matter of this Contract and with the Escrowee as to para 27 are merged in this Contract which alone fully and completely expresses the Parties and Escrowees agreement 142 The Attorneys may extend in writing any of the time limitations stated in this Contract Any other provision of this Contract may be changed or waived only in writing signed by the Party or Escrowee to be charged 15 Removal of Liens and Judgments 151 Purchaser shall deliver or cause to be delivered to Seller or Sellers Attorney not less than 10 calendar days prior to the Scheduled Closing Date a Lien and Judgment search except that Liens or Judgments first disclosed in a continuation search shall be reported to Seller within 2 business days after receipt thereof but not later than the Closing Seller shall have the right to adjourn the Closing pursuant to para 16 to remove any such Liens and Judgments Failure by Purchaser to timely deliver such search or continuation search shall not constitute a waiver of Sellers covenants in para 4 as to Liens and Judgments However if the Closing is adjourned solely by reason of untimely delivery of the Lien and Judgment search the apportionments under Paragraph 113 shall be made as of 1159 PM of the day preceding the Scheduled Closing Date in para 115 152 Seller at Sellers expense shall obtain and deliver to the Purchaser the documents and payments necessary to secure the release satisfaction termination and discharge or removal of record of any Liens and Judgments Seller may use any portion of the Purchase Price for such purposes 153 This para 15 shall survive Closing 16 Sellers Inability 161 If Seller shall be unable to transfer the items set forth in para 21 in accordance with this Contract for any reason other than Sellers failure to make a required payment or other willful act or omission then Seller shall have the right to adjourn the Closing for periods not exceeding 60 calendar days in the aggregate but not extending beyond the expiration of Purchasers Loan Commitment Letter if para 1201 or 1202 applies 162 If Seller does not elect to adjourn the Closing or (if adjourned) on the adjourned date of Closing Seller is still unable to perform then unless Purchaser elects to proceed with the Closing without abatement of the Purchase Price either Party may cancel this Contract on Notice to the other Party given at any time thereafter 163 In the event of such cancellation the sole liability of Seller shall be to cause the Contract Deposit to be refunded to Purchaser and to reimburse Purchaser for the actual costs incurred for Purchases lien and title search if any
17 Notices and Contract Delivery 171 Any notice or demand (Notice) shall be in writing and delivered either by hand overnight delivery or certified or registered mail return receipt requested to the Party or and simultaneously in like manner to such Partys Attorney if any and to Escrowee at their respective addresses or to such other address as shall hereafter be designated by Notice given pursuant to this para 17 172 The Contract may be delivered as provided in para 171 or by ordinary mail 173 The Contract or each Notice shall be deemed given and received 1731 on the day delivered by hand 1732 on the business day following the date sent by overnight delivery 1733 on the 5th business day following the date sent by certified or registered mail or 1734 as to the Contract only 3 business days following the date of ordinary mailing 174 A Notice to Escrowee shall be deemed given only upon actual receipt by Escrowee 175 The Attorneys are authorized to give and receive any Notice on behalf of their respective clients 176 Failure or refusal to accept a Notice shall not invalidate the Notice 177 Notice pursuant to parapara 222 and 134 may be delivered by confirmed facsimile to the Partys Attorney and shall be deemed given when transmission is confirmed by senders facsimile machine 18 Financing Provisions 181 The provisions of parapara 181 and 182 are applicable only if para 1201 or 1202 applies 1811 An Institutional Lender is any of the following that is authorized under Federal or New York State law to issue a loan secured by the Shares and Lease and is currently extending similarly secured loan commitments in the county in which the Unit is located a bank savings bank savings and loan association trust company credit union of which Purchaser is a member mortgage banker insurance company or governmental entity 1812 A Loan Commitment Letter is a written offer from an Institutional Lender to make a loan on the Financing Terms (see para 1 2 1) at prevailing fixed or adjustable interest rates and on other customary terms generally being offered by Institutional Lenders making cooperative share loans An offer to make a loan conditional upon obtaining an appraisal satisfactory to the Institutional Lender shall not become a Loan Commitment Letter unless and until such condition is met An offer conditional upon any factor concerning Purchaser (eg sale of current home payment of outstanding debt no material adverse change in Purchasers financial condition etc) is a Loan Commitment Letter whether or not such condition is met Purchaser accepts the risk that and cannot cancel this Contract if any condition concerning Purchaser is not met 182 Purchaser directly or through a mortgage broker registered pursuant to Article 12-D of the Banking Law shall diligently and in good faith 1821 apply only to an Institutional Lender for a loan on the Financing Terms (see para 121) on the form required by the Institutional Lender containing truthful and complete information and submit such application together with such documents as the Institutional Lender requires and pay the applicable fees and charges of the Institutional Lender all of which shall be performed within 5 business days after the Delivery Date 1822 promptly submit to the Institutional Lender such further references data and documents requested by the Institutional Lender and 1823 accept a Loan Commitment Letter meeting the Financing Terms and comply with all requirements of such Loan Commitment Letter (or any other loan commitment letter accepted by Purchaser) and of the Institutional Lender in order to close the loan and 1824 furnish Seller with a copy of the Loan Commitment Letter promptly after Purchasers receipt thereof 1825 Purchaser is not required to apply to more than one Institutional Lender 183 If Paragraph 1201 applies then 1831 provided Purchaser has complied with all applicable provisions of para 182 and this para 183 Purchaser may cancel this Contract as set forth below if
18311 any Institutional Lender denies Purchasers application in writing prior to the Loan Commitment Date (see Paragraph 121) or 18312 a Loan Commitment Letter is not issued by the Institutional Lender on or before the Loan Commitment Date or 18313 any requirement of the Loan Commitment Letter other than one concerning Purchaser is not met (eg failure of the Corporation to execute and deliver the Institutional Lenders recognition agreement or other document financial condition of the Corporation owner occupancy quota etc) or 18314 (i) the Closing is adjourned by Seller or the Corporation for more than 30 business days from the Scheduled Closing Date and (ii) the Loan Commitment Letter expires on a date more than 30 business days after the Scheduled Closing Date and before the new date set for Closing pursuant to this para and (iii) Purchaser is unable in good faith to obtain from the Institutional Lender an extension of the Loan Commitment Letter or a new Loan Commitment Letter on the Financing Terms without paying additional fees to the Institutional Lender unless Seller agrees by Notice to Purchaser within 5 business days after receipt of Purchasers Notice of cancellation on such ground that Seller will pay such additional fees and Seller pays such fees when due Purchaser may not object to an adjournment by Seller for up to 30 business days solely because the Loan Commitment Letter would expire before such adjourned Closing date 1832 Purchaser shall deliver Notice of cancellation to Seller within 5 business days after the Loan Commitment Date if cancellation is pursuant to para 18311 or 18312 and on or prior to the Scheduled Closing Date if cancellation is pursuant to para 18313 or 18314 1833 If cancellation is pursuant to Paragraph 18311 then Purchaser shall deliver to Seller together with Purchasers Notice a copy of the Institutional Lenders written denial of Purchasers loan application If cancellation is pursuant to para 18313 then Purchaser shall deliver to Seller together with Purchasers Notice evidence that a requirement of the Institutional Lender was not met 1834 Seller may cancel this Contract by Notice to Purchaser sent within 5 days after the Loan Commitment Date if Purchaser shall not have sent by then either (i) Purchasers Notice of cancellation or (ii) a copy of the Loan Commitment Letter to Seller which cancellation shall become effective if Purchaser does not deliver a copy of such Loan Commitment Letter to Seller within 10 business days after the Loan Commitment Date 1835 Failure by either Purchaser or Seller to deliver Notice of cancellation as required by this para 183 shall constitute a waiver of the right to cancel under this para 183 1836 If this Contract is canceled by Purchaser pursuant to this para 183 then thereafter neither Party shall have any further rights against or obligations or liabilities to the other by reason of this Contract except that the Contract Deposit shall be promptly refunded to Purchaser and except as set forth in para 12 If this Contract is canceled by Purchaser pursuant to para 18314 then Seller shall reimburse Purchaser for any non-refundable financing and inspection expenses and other sums reimbursable pursuant to para 16 1837 Purchaser cannot cancel this Contract pursuant to 18314 and cannot obtain a refund of the Contract Deposit if the Institutional Lender fails to fund the loan 18371 because a requirement of the Loan Commitment Letter concerning Purchaser is not met (eg Purchasers financial condition or employment status suffers an adverse change Purchaser fails to satisfy a condition relating to the sale of an existing residence etc) or 18372 due to the expiration of a Loan Commitment Letter issued with an expiration date that is not more than 30 business days after the Scheduled Closing Date 19 SingularPlural and JointSeveral The use of the singular shall be deemed to include the plural and vice versa whenever the context so requires If more than one person constitutes Seller or Purchaser their obligations as such Party shall be joint and several 20 No Survival No representation andor covenant contained herein shall survive Closing except as expressly provided Payment of the Balance shall constitute a discharge and release by Purchaser of all of Sellers obligations hereunder except those expressly stated to survive Closing 21 Inspections
Purchaser and Purchasers representatives shall have the right to inspect the Unit within 48 hours prior to Closing and at other reasonable times upon reasonable request to Seller 22 Governing Law and Venue This Contract shall be governed by the laws of the State of New York without regard to principles of conflict of laws Any action or proceeding arising out of this Contract shall be brought in the county or Federal district where the Unit is located and the Parties hereby consent to said venue 23 No Assignment by Purchaser Death of Purchaser 231 Purchaser may not assign this Contract or any of Purchasers rights hereunder Any such purported assignment shall be null and void 232 This Contract shall terminate upon the death of all persons comprising Purchaser and the Contract Deposit shall be refunded to the Purchaser Upon making such refund and reimbursement neither Party shall have any further liability or claim against the other hereunder except as set forth in para 12 24 Cooperation of Parties 241 The Parties shall each cooperate with the other the Corporation and Purchasers Institutional Lender and title company if any and obtain execute and deliver such documents as are reasonably necessary to consummate this sale 242 The Parties shall timely file all required documents in connection with all governmental filings that are required by law Each Party represents to the other that its statements in such filings shall be true and complete This para 242 shall survive Closing 25 FIRPTA The parties shall comply with IRC sectsect 897 1445 and the regulations thereunder as same may be amended (FIRPTA) If applicable Seller shall execute and deliver to purchaser at Closing a Certification of Non-Foreign Status (CNS) or deliver a Withholding Certificate from the IRS If Seller fails to deliver a CNS or a Withholding Certificate Purchaser shall withhold from the Balance and remit to the IRS such sum as may be required by law Seller hereby waives any right of action against Purchaser on account of such withholding and remittance This para 25 shall survive Closing 26 Additional Requirements 261 Purchaser shall not be obligated to close unless all of the following requirements are satisfied at the time of the Closing 2611 the Corporation is in good standing 2612 the Corporation has fee or leasehold title to the Premises whether or not marketable or insurable and 2613 there is no pending in rem action tax certificatelien sale or foreclosure action of any underlying mortgage affecting the Premises 262 If any requirement in para 261 is not satisfied at the time of the Closing Purchaser shall give Seller Notice and if the same is not satisfied within a reasonable period of time thereafter then either Party may cancel this Contract (pursuant to para 163) by Notice 27 Escrow Terms 271 The Contract Deposit shall be deposited by Escrowee in an escrow account as set forth in para 124 and the proceeds held and disbursed in accordance with the terms of this Contract At Closing the Contract Deposit shall be paid by Escrowee to Seller If the Closing does not occur and either Party gives Notice to Escrowee demanding payment of the Contract Deposit Escrowee shall give prompt Notice to the other Party of such demand If Escrowee does not receive a Notice of objection to the proposed payment from such other Party within 10 business days after the giving of Escrowees Notice Escrowee is hereby authorized and directed to make such payment to the demanding party If Escrowee does receive such a Notice of objection within said period or if for any reason Escrowee in good faith elects not to make such payment Escrowee may continue to hold the Contract Deposit until otherwise directed by a joint Notice by the Parties or a final non-appealable judgment order or decree of a court of competent jurisdiction However Escrowee shall have the right at any time to deposit the Contract Deposit and the interest thereon if any with the clerk of a court in the county as set forth in para 22 and shall give Notice of such deposit to each Party Upon disposition of the Contract Deposit and
interest thereon if any in accordance with this para 27 Escrowee shall be released and discharged of all escrow obligations and liabilities 272 The Party whose Attorney is Escrowee shall be liable for loss of the Contract Deposit If the Escrowee is Sellers attorney then Purchaser shall be credited with the amount of the contract Deposit at Closing 273 Escrowee will serve without compensation Escrowee is acting solely as a stakeholder at the Parties request and for their convenience Escrowee shall not be liable to either Party for any act or omission unless it involves bad faith willful disregard of this Contract or gross negligence In the event of any dispute Seller and Purchaser shall jointly and severally (with right of contribution) defend (by attorneys selected by Escrowee) indemnify and hold harmless Escrowee from and against any claim judgment loss liability cost and expenses incurred in connection with the performance of Escrowees acts or omissions not involving bad faith willful disregard of this Contract or gross negligence This indemnity includes without limitation reasonable attorneys fees either paid to retain attorneys or representing the fair value of legal services rendered by Escrowee to itself and disbursements court costs and litigation expenses 274 Escrowee acknowledges receipt of the Contract Deposit by check subject to collection
275 Escrowee agrees to the provisions of this para 27 276 If Escrowee is the Attorney for a Party Escrowee shall be permitted to represent such Party in any dispute or lawsuit 277 This para 27 shall survive Closing cancellation or termination of this Contract 28 Margin Headings The margin headings do not constitute part of the text of this Contract 29 Miscellaneous This Contract shall not be binding unless and until Seller delivers a fully executed counterpart of this Contract to Purchaser (or Purchasers Attorney) pursuant to para 172 and 173 This Contract shall bind and inure to the benefit of the Parties hereto and their respective heirs personal and legal representatives and successors in interest 30 Lead Paint If applicable the complete and fully executed Disclosure of Information on Lead Based Paint and or Lead-Based Paint Hazards is attached hereto and made a part hereof
In Witness Whereof the Parties hereto have duly executed this Contract as of the date first above written
ESCROW TERMS AGREED TO SELLER PURCHASER GIDDINS CLAMAN LLP ESCROWEE
Rider to and Part of Contract of Sale Between as Seller and as Purchaser for Unit at New York NY
31 Purchasers Additional Representations and Covenants 3 11 Supplementing para 42 of the Contract Purchaser also represents and covenants that 3111 Purchaser has and will at Closing have available unencumbered cash and cash equivalents (including publicly traded securities) in a sum at least equal to (and having a then current value of) the Balance and 3112 Purchaser has and will at and immediately following the Closing have a positive net worth 312 the Maintenance and the monthly amount of the Assessment (if any) do not aggregate more than 25 of the current total gross monthly income of the individuals comprising the Purchaser
313 (if para 1201 or para 1202 applies) the monthly debt service (interest and amortization of principal if any) of the proposed financing together with the Maintenance and the monthly Assessment amount (if any) do not aggregate more than 35 of said current total gross monthly income 32 Supplementing paragraph 4 1 Seller has no actual knowledge of a material default or condition which the Lessee is required to cure under the Lease and which remains uncured If prior to Closing Seller acquires knowledge of a such default or condition which the Lessee would be required to cure then Seller shall cure same at or prior to Closing This provision shall not survive closing
The Parties have duly executed this Rider as of the same date as the Contract SELLER PURCHASER ______________________________ _______________________________
Note This form is intended to deal with matters common to most transactions
involving the sale of a condominium unit Provisions should be added altered or
deleted to suit the circumstances of a particular transaction No representation is
made that this form of contract complies with Section 5-702 of the General
Obligations Law (ldquoPlain Language Lawrdquo)
CONSULT YOUR LAWYER BEFORE SIGNING THIS AGREEMENT
Contract of Sale - Condominium Unit
Agreement made as of 2010 between residing at Street Apt
New York NY (ldquoSellerrdquo) and residing at (ldquoPurchaserrdquo)
1 Unit Seller agrees to sell and convey and Purchaser agrees to purchase Unit
No (ldquoUnitrdquo) in the building (ldquoBuildingrdquo) known as Condominium
(ldquoCondominiumrdquo) and located at New York NY New York together with a
XXXXX percent undivided interest in the Common Elements (as defined in para 6)
appurtenant thereto all upon and subject to the terms and conditions set forth herein The
Unit shall be as designated in the Declaration of Condominium Ownership (as the same
may be amended from time to time the ldquoDeclarationrdquo) of the Condominium recorded in
New York County New York or the By-Laws (as the same may be amended from time
to time the ldquoBy-Lawsrdquo) of the Condominium
2 Personal Property (a) The sale includes all of Sellerrsquos right title and
interest if any in and to
(i) the refrigerators freezers ranges ovens built-in microwave
ovens dishwashers washing machines clothes dryers cabinets and counters lighting
and plumbing fixtures chandeliers air conditioning equipment venetian blinds shades
screens storm windows and other window treatments wall-to-wall carpeting
bookshelves switchplates door hardware and mirrors built-ins and articles of property
and fixtures attached to or appurtenant to the Unit except those listed in subpara 2(b) all
of which included property and fixtures are represented to be owned by Seller free and
clear of all liens and encumbrances other than those encumbrances (ldquoPermitted
Exceptionsrdquo) set forth on Schedule A annexed hereto and made a part hereof (strike out
inapplicable items) to the extent any of the foregoing exist in the Unit on the date
hereof and
- 2 -
(ii)
(b) Excluded from this sale are
(i) furniture and furnishings (other than as specifically provided
in this Contract) and
(ii)
(c) The property referred to in subpara 2(a)(i) and (ii) may not be
purchased if title to the Unit is not conveyed hereunder
3 Purchase Price (a) The purchase price (ldquoPurchase Pricerdquo) is $
payable as follows
(i) $ (ldquoDownpaymentrdquo) on the signing of this Contract by
good check subject to collection the receipt of which is hereby acknowledged to be held
in escrow pursuant to para 16 and
(ii) $ constituting the balance of the Purchase Price by
certified check of Purchaser or official bank check (except as otherwise provided in this
Contract) on the delivery of the deed as hereinafter provided
(b) All checks in payment of the Purchase Price shall represent United
States currency and be drawn on or issued by a bank or trust company authorized to
accept deposits in New York State All checks in payment of the Downpayment shall be
payable to the order of Escrowee (as hereinafter defined) All checks in payment of the
balance of the Purchase Price shall be payable to the order of Seller (or as Seller
otherwise directs pursuant to subparas 6(a)(viii) or 18(b))
(c) Except for the Downpayment and checks aggregating not more than
one-half of one percent of the Purchase Price One Thousand Dollars ($100000)
including payment for closing adjustments all checks delivered by Purchaser shall be
certified or official bank checks as hereinabove provided
4 Closing of Title The closing documents referred to in para 6 shall be
delivered and payment of the balance of the Purchase Price shall be made at the closing
of title (ldquoClosingrdquo) to be held on or about at AM at the offices of
Giddins Claman LLP 675 Third Avenue 29th
Floor New York NY or at the office
of Purchaserrsquos lending institution or its counsel provided however that such office is
located in either the City or County in which either (a) Sellerrsquos attorney maintains an
office or (b) the Unit is located
5 Representations Warranties and Covenants Seller represents warrants
and covenants that
- 3 -
(a) Seller is the sole owner of the Unit and the property referred to in
subpara 2(a) and Seller has the full right power and authority to sell convey and transfer
the same
(b) The common charges (excluding separately billed utility charges) for
the Unit on the date hereof are $xxxxx per month
(c) Seller has not received any written notice of any intended assessment
or increase in common charges not reflected in subpara 5(b) Purchaser acknowledges
that it will not have the right to cancel this Contract in the event of the imposition of any
assessment or increase in common charges after the date hereof of which Seller has not
heretofore received written notice
(d) The real estate taxes for the Unit for the fiscal year of ________
through ________ are $_________ Purchaser may verify the real estate taxes on the
website of the New York City Department of Finance A printout from the website
is attached
(e) Seller is not a ldquosponsorrdquo or a nominee of a ldquosponsorrdquo under any plan of
condominium organization affecting the Unit
(f) All refrigerators freezers ranges dishwashers washing machines
clothes dryers and air conditioning equipment included in this sale will be in working
order at the time of Closing
(g) If a copy is attached to this Contract the copy of the Certificate of
Occupancy covering the Unit is a true and correct copy and
(h) Seller is not a ldquoforeign personrdquo as defined in para 17 (If inapplicable
delete and provide for compliance with Code Withholding Section as defined in para
17)
6 Closing Documents (a) At the Closing Seller shall deliver to Purchaser the
following
(i) Bargain and sale deed With covenant against grantorrsquos acts
(ldquoDeedrdquo) complying with RPL sect 339-o and containing the covenant required by LL sect
13(5) conveying to Purchaser title to the Unit together with its undivided interest in the
Common Elements (as such term is defined in the Declaration and which term shall be
deemed to include Sellerrsquos right title and interest in any limited common elements
attributable to or used in connection with the Unit) appurtenant thereto free and clear of
all liens and encumbrances other than Permitted Exceptions The Deed shall be executed
and acknowledged by Seller and if requested by the Condominium executed and
acknowledged by Purchaser in proper statutory form for recording
- 4 -
(ii) If a corporation and if required pursuant to BCL sect 909 Seller
shall deliver to Purchaser (1) a resolution of its board of directors authorizing the delivery
of the Deed and (2) a certificate executed by an officer of such corporation certifying as
to the adoption of such resolution and setting forth facts demonstrating that the delivery
of the Deed is in conformity with the requirements of BCL sect 909 The Deed shall also
contain a recital sufficient to establish compliance with such law
(iii) A waiver of right of first refusal of the board of managers of
the Condominium (ldquoBoardrdquo) if required in accordance with para 8
(iv) A statement by the Condominium or its managing agent that
the common charges and any assessments then due and payable the Condominium have
been paid to the date of the Closing
(v) All keys to the doors of and mailbox for the Unit
(vi) Such affidavits andor other evidence as the title company
(ldquoTitle Companyrdquo) from which Purchaser has ordered a title insurance report and which
is authorized to do business in New York State shall reasonably require in order to omit
from its title insurance policy all exceptions for judgments bankruptcies or other returns
against Seller and persons or entities whose names are the same as or are similar to
Sellerrsquos name
(vii) New York City Real Property Transfer Tax Return if
applicable and New York State Real Estate Transfer Tax Return prepared executed and
acknowledged by Seller in proper form for submission
(viii) Checks in payment of all applicable real property transfer
taxes except a transfer tax which by law is primarily imposed on the purchaser
(ldquoPurchaser Transfer Taxrdquo) due in connection with the sale In lieu of delivery of such
checks Seller shall have the right upon reasonable prior notice to Purchaser to cause
Purchaser to deliver said checks at the Closing and to credit the amount thereof against
the balance of the Purchase Price Seller shall pay the additional transfer taxes if any
payable after the Closing by reason of the conveyance of the Unit which obligation shall
survive the Closing
(ix) Certification that Seller is not a foreign person pursuant to
para 17 or a withholding certificate from the Internal Revenue Service (If inapplicable
delete and provide for compliance with Code Section as defined in para 17) and
(x) Affidavit that a single station smoke detecting alarm device is
installed pursuant to New York Executive Law sect378(5)
(b) At the Closing Purchaser shall deliver to Seller the following
- 5 -
(i) Checks in payment of (y) the balance of the Purchase Price in
accordance with subpara 3(b) and (z) any Purchaser Transfer Tax
(ii) If required by the Declaration or By-Laws power of attorney
to the Board prepared by Seller in the form required by the Condominium The power of
attorney shall be executed and acknowledged by Purchaser and after being recorded
shall be sent to the Condominium
(iii) New York City Real Property Transfer Tax Return executed
and acknowledged by Purchaser and an Affidavit in Lieu of Registration pursuant to New
York Multiple Dwelling Law each in proper form for submission if applicable and
(iv) If required New York State Equalization Return executed
and acknowledged by Purchaser in proper form for submission
(c) It is a condition of Purchaserrsquos obligation to close title hereunder that
(i) All notes or notices of violations of law or governmental
orders ordinances or requirements affecting the Unit and noted or issued by any
governmental department agency or bureau having jurisdiction which were noted or
issued on or prior to the date hereof shall have been cured by Seller
(ii) Any written notice to Seller from the Condominium (or its
duly authorized representative) that the Unit is in violation of the Declaration By-Laws
or rules and regulations of the Condominium shall have been cured and
(iii) The Condominium is a valid condominium created pursuant
to RPL Art 9-B and the Title Company will so insure
7 Closing Adjustments (a) The following adjustments shall be made as of
1159 PM of the day before the Closing
(i) Real estate taxes and water charges and sewer rents if
separately assessed on the basis of the fiscal period for which assessed except that if
there is a water meter with respect to the Unit apportionment shall be based on the last
available reading subject to adjustment after the Closing promptly after the next reading
is available provided however that in the event real estate taxes have not as of the date
of Closing been separately assessed to the Unit real estate taxes shall be apportioned on
the same basis as provided in the Declaration or By-Laws or in the absence of such
provision based upon the Unitrsquos percentage interest in the Common Elements
(ii) Common charges of the Condominium and
(iii) If fuel is separately stored with respect to the Unit only the
value of fuel stored with respect to the Unit at the price then charged by Sellerrsquos supplier
- 6 -
(as determined by a letter or certificate to be obtained by Seller from such supplier)
including any sales taxes
(b) If at the time of Closing the Unit is affected by an assessment which is
or may become payable in installments then for the purposes of this Contract only the
unpaid installments which are then due shall be considered due and are to be paid by
Seller at the Closing All subsequent installments at the time of Closing shall be the
obligation of Purchaser
(c) Any errors or omissions in computing closing adjustments shall be
corrected This subpara 7(c) shall survive the Closing
(d) If the Unit is located in the City of New York the ldquocustoms in respect
to title closingsrdquo recommended by The Real Estate Board of New York Inc as amended
and in effect on the date of Closing shall apply to the adjustments and other matters
therein mentioned except as otherwise provided herein
8 Right of First Refusal If so provided in the Declaration or By-Laws this
sale is subject to and conditioned upon the waiver of a right of first refusal to purchase
the Unit held by the Condominium and exercisable by the Board Seller agrees to give
notice promptly to the Board of the contemplated sale of the Unit to Purchaser which
notice shall be given in accordance with the terms of the Declaration and By-Laws and
Purchaser agrees to provide promptly all applications information and references
reasonably requested by the Board If the Board shall exercise such right of first refusal
Seller shall promptly refund to Purchaser the Downpayment (which term for all purposes
of this Contract shall be deemed to include interest if any earned thereon) and upon the
making of such refund this Contract shall be deemed cancelled and of no further force or
effect and neither party shall have any further rights against or obligations or liabilities
to the other by reason of this Contract If the Board shall fail to exercise such right of
first refusal within the time and in the manner provided for in the Declaration or By-Laws
or shall declare in writing its intention not to exercise such right of first refusal (a copy of
which writing shall be delivered to Purchaser promptly following receipt thereof) the
parties hereto shall proceed with this sale in accordance with the provisions of this
Contract
9 Processing Fee Seller shall at the Closing pay all fees and charges payable
to the Condominium (andor its managing agent) in connection with this sale and
customarily charged to Sellers by the Condominium including without limitation
any processing fee the legal fees if any of the Condominiumrsquos attorney in connection
with this sale and unless otherwise agreed to by Seller and Purchaser in writing all ldquoflip
taxesrdquo transfer or entrance fees or similar charges if any payable to or for the
Condominium or otherwise for the benefit of the Condominium unit owners which arise
by reason of this sale Purchaser shall pay all fees customarily charged to Purchasers
by the Condominium or Managing Agent
- 7 -
10 No Other Representations Purchaser has examined and is satisfied with the
Declaration By-Laws and rules and regulations of the Condominium or has waived the
examination thereof Purchaser has inspected the Unit its fixtures appliances and
equipment and the personal property if any included in this sale as well as the Common
Elements of the Condominium and knows the condition thereof and subject to subpara
5(f) agrees to accept the same ldquoas isrdquo ie in the condition they are in on the date hereof
subject to normal use wear and tear between the date hereof and the Closing Purchaser
has examined or waived examination of the last audited financial statements of the
Condominium and has considered or waived consideration of all other matters pertaining
to this Contract and to the purchase to be made hereunder and does not rely on any
representations made by any broker or by Seller or anyone acting or purporting to act on
behalf of Seller as to any matters which might influence or affect the decision to execute
this Contract or to buy the Unit or said personal property except those representations
and warranties which are specifically set forth in this Contract
11 Possession Seller shall prior to the Closing remove from the Unit all
furniture furnishings and other personal property not included in this sale shall repair
any damage caused by such removal and shall deliver exclusive possession of the Unit at
the Closing vacant broom-clean and free of tenancies or other rights of use or
possession
12 Access Seller shall permit Purchaser and its architect decorator or other
authorized persons to have the right of access to the Unit between the date hereof and the
Closing for the purpose of inspecting the same and taking measurements at reasonable
times and upon reasonable prior notice to Seller (by telephone or otherwise) Further
Purchaser shall have the right to inspect the Unit at a reasonable time during the 24-hour
period immediately preceding the Closing
13 Defaults and Remedies (a) If Purchaser defaults hereunder Sellerrsquos sole
remedy shall be to retain the Downpayment as liquidated damages it being agreed that
Sellerrsquos damages in case of Purchaserrsquos default might be impossible to ascertain and that
the Downpayment constitutes a fair and reasonable amount of damages under the
circumstances and is not a penalty
(b) If Seller defaults hereunder Purchaser shall have such remedies as
Purchaser shall be entitled to at law or in equity including but not limited to specific
performance
14 Notices Any notice request or other communication (ldquoNoticerdquo) given or
made hereunder (except for the notice required by para 12) shall be in writing and either
(a) sent by any of the parties hereto or their respective attorneys by registered or certified
mail return receipt requested postage prepaid or (b) delivered in person or by overnight
courier with receipt acknowledged to the address given at the beginning of this Contract
for the party to whom the Notice is to be given or to such other address for such party as
said party shall hereafter designate by Notice given to the other party pursuant to this
- 8 -
para 14 or (c) with respect to para 6(a)(viii) or para 18(b) sent by fax to the partyrsquos
attorney Each Notice mailed shall be deemed given on the third business day following
the date of mailing the same and each Notice delivered in person or by overnight courier
shall be deemed given when delivered A copy of each notice sent to a party shall also be
sent to the partyrsquos attorney Each notice sent by fax shall be deemed given when
transmission is confirmed by the senders fax machine The attorneys for the parties are
hereby authorized to give and receive on behalf of their clients all Notices and deliveries
15 Purchaserrsquos Lien The Downpayment and all other sums paid on account of
this Contract and the reasonable expenses of the examination of title to and departmental
violation searches in respect of the Unit are hereby made a lien upon the Unit but such
lien shall not continue after default by Purchaser hereunder
16 Downpayment in Escrow (a) Sellerrsquos attorney (ldquoEscroweerdquo) shall hold the
Downpayment in escrow in a segregated bank account at the depository identified at the
end of this Contract until Closing or sooner termination of this Contract and shall pay
over or apply the Downpayment in accordance with the terms of this para 16 Escrowee
shall hold the Downpayment in a(n) interest-bearing Escrow account for the benefit of
the parties If interest is held for the benefit of the parties it shall be paid to the party
entitled to the Downpayment and the party receiving the interest shall pay any income
taxes thereon If interest is not held for the benefit of the parties the Downpayment shall
be placed in an IOLA account or as otherwise permitted or required by law The Social
Security or Federal Identification numbers of the parties shall be furnished to Escrowee
upon request At Closing the Downpayment shall be paid by Escrowee to Seller If for
any reason Closing does not occur and either party gives Notice (as defined in paragraph
14) to Escrowee demanding payment of the Downpayment Escrowee shall give prompt
Notice to the other party of such demand If Escrowee does not receive Notice of
objection from such other party to the proposed payment within 10 business days after
the giving of such Notice Escrowee is hereby authorized and directed to make such
payment If Escrowee does receive such Notice of objection within such 10 day period or
if for any other reason Escrowee in good faith shall elect not to make such payment
Escrowee shall continue to hold such amount until otherwise directed by Notice from the
parties to this Contract or a final nonappealable judgment order or decree of a court
However Escrowee shall have the right at any time to deposit the Downpayment with the
clerk of a court in the county in which the Unit is located and shall give Notice of such
deposit to Seller and Purchaser Upon such deposit or other disbursement in accordance
with the terms of this para 16 Escrowee shall be relieved and discharged of all further
obligations and responsibilities hereunder
(b) The parties acknowledge that Escrowee is acting solely as a
stakeholder at their request and for their convenience and that Escrowee shall not be
liable to either party for any act or omission on its part unless taken or suffered in bad
faith or in willful disregard of this Contract or involving gross negligence on the part of
Escrowee Seller and Purchaser jointly and severally (with right of contribution) agree to
- 9 -
defend (by attorneys selected by Escrowee) indemnify and hold Escrowee harmless from
and against all costs claims and expenses (including reasonable attorneysrsquo fees) incurred
in connection with the performance of Escroweersquos 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 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 Escroweersquos agreement to the provisions of this para 16 by signing in
the place indicated in this Contract
(e) Escrowee or any member of its firm shall be permitted to act as
counsel for Seller in any dispute as to the disbursement of the Downpayment or any other
dispute between the parties whether or not Escrowee is in possession of the
Downpayment and continues to act as Escrowee
(f) The party whose attorney is Escrowee shall be liable for loss of the
Downpayment
17 FIRPTA Seller represents and warrants to Purchaser that Seller is not a
ldquoforeign personrdquo as defined in IRC sect 1445 as amended and the regulations issued
thereunder (ldquoCode Withholding Sectionrdquo) At the Closing Seller shall deliver to
Purchaser a certificate stating that Seller is not a foreign person in the form then required
by the Code Withholding Section or a withholding certificate from the Internal Revenue
Service In the event Seller fails to deliver the aforesaid certificate or in the event that
Purchaser is not entitled under the Code Withholding Section to rely on such certificate
Purchaser shall deduct and withhold from the Purchase Price a sum equal to 10 thereof
and shall at Closing remit the withheld amount with the required forms to the Internal
Revenue Service
18 Title Report Acceptable Title (a) Purchaser shall promptly after the date
hereof or after receipt of the mortgage commitment letter if applicable order a title
insurance report from the Title Company Promptly after receipt of the title report and
thereafter of any continuations thereof and supplements thereto Purchaser shall forward a
copy of each such report continuation or supplement to the attorney for Seller Purchaser
shall further notify Sellerrsquos attorney of any other objections to title not reflected in such
title report of which Purchaser becomes aware following the delivery of such report
reasonably promptly after becoming aware of such objections
(b) Any unpaid taxes assessments water charges and sewer rents
together with the interest and penalties thereon to a date not less than two days following
- 10 -
the date of Closing and any other liens and encumbrances which Seller is obligated to
pay and discharge or which are against corporations estates or other persons in the chain
of title together with the cost of recording or filing any instruments necessary to
discharge such liens and encumbrances of record may be paid out of the proceeds of the
monies payable at the Closing if Seller delivers to Purchaser at the Closing official bills
for such taxes assessments water charges sewer rents interest and penalties and
instruments in recordable form sufficient to discharge any other liens and encumbrances
of record Upon request made a reasonable time before the Closing Purchaser shall
provide at the Closing separate checks for the foregoing payable to the order of the holder
of any such lien charge or encumbrance and other wise complying with subpara 3(b) If
the Title Company is willing to insure Purchaser that such charges liens and
encumbrances will not be collected out of or enforced against the Unit and is willing to
insure the lien of Purchaserrsquos Institutional Lender (as hereinafter defined) free and clear
of any such charges liens and encumbrances then Seller shall have the right in lieu of
payment and discharge to deposit with the Title Company such funds or to give such
assurances or to pay such special or additional premiums as the Title Company may
require in order to so insure In such case the charges liens and encumbrances with
respect to which the Title Company has agreed so to insure shall not be considered
objections to title
(c) Seller shall convey and Purchaser shall accept fee simple title to the
Unit in accordance with the terms of this Contract subject only to (a) the Permitted
Exceptions and (b) such other matters as (i) the Title Company or any other title insurer
licensed to do business by the State of New York shall be willing without special or
additional premium to omit as exceptions to coverage or to except with insurance against
collection out of or enforcement against the Unit and (ii) shall be accepted by any lender
which has committed in writing to provide mortgage financing to Purchaser for the
purchase of the Unit (ldquoPurchaserrsquos Institutional Lenderrdquo) except that if such
acceptance by Purchaserrsquos Institutional Lender is unreasonably withheld or delayed such
acceptance shall be deemed to have been given
(d) Notwithstanding any contrary provisions in this Contract express or
implied or any contrary rule of law or custom if Seller shall be unable to convey the
Unit in accordance with this Contract (provided that Seller shall release discharge or
otherwise cure at or prior to Closing any matter created by Seller after the date hereof and
any existing mortgage unless this sale is subject to it) and if Purchaser elects not to
complete this transaction without abatement of the Purchase Price the sole obligation and
liability of Seller shall be to refund the Downpayment to Purchaser together with the
reasonable cost of the examination of title to and departmental violation searches in
respect of the Unit and upon the making of such refund and payment this Contract shall
be deemed cancelled and of no further force or effect and neither party shall have any
further rights against or obligations or liabilities to the other by reason of this Contract
However nothing contained in this subpara 18(d) shall be construed to relieve Seller
from liability due to a willful default
- 11 -
19 Risk of Loss Casualty (a) The risk of loss or damage to the Unit or the
personal property included in this sale by fire or other casualty until the earlier of the
Closing or possession of the Unit by Purchaser is assumed by Seller but without any
obligation of Seller to repair or replace any such loss or damage unless Seller elects to do
so as hereinafter provided Seller shall notify Purchaser of the occurrence of any such
loss or damage to the Unit or the personal property included in this sale within 10 days
after such occurrence or by the date of Closing whichever first occurs and by such
notice shall state whether or not Seller elects to repair or restore the Unit andor the
personal property as the case may be If Seller elects to make such repairs and
restorations Sellerrsquos notice shall set forth an adjourned date for the Closing which shall
be not more than 60 days after the date of the giving of Sellerrsquos notice If Seller either
does not elect to do so or having elected to make such repairs and restorations fails to
complete the same on or before said adjourned date for the Closing Purchaser shall have
the following options
(i) To declare this Contract cancelled and of no further force or
effect and receive a refund of the Downpayment in which event neither party shall
thereafter have any further rights against or obligations or liabilities to the other by
reason of this Contract or
(ii) To complete the purchase in accordance with this Contract
without reduction in the Purchase Price except as provided in the next sentence If Seller
carries hazard insurance covering such loss or damage Seller shall turn over to Purchaser
at the Closing the net proceeds actually collected by Seller under the provisions of such
hazard insurance policies to the extent that they are attributable to loss of or damage to
any property included in this sale less any sums theretofore expended by Seller in
repairing or replacing such loss or damage or in collecting such proceeds and Seller shall
assign (without recourse to Seller) Sellerrsquos right to receive any additional insurance
proceeds which are attributable to the loss of or damage to any property included in this
sale
(b) If Seller does not elect to make such repairs and restorations
Purchaser may exercise the resulting option under (i) or (ii) of (a) above only by notice
given to Seller within 10 days after receipt of Sellerrsquos notice If Seller elects to make such
repairs and restorations and fails to complete the same on or before the adjourned closing
date Purchaser may exercise either of the resulting options within 10 days after the
adjourned closing date
(c) In the event of any loss of or damage to the Common Elements which
materially and adversely affects access to or use of the Unit arising after the date of this
Contract but prior to the Closing Seller shall notify Purchaser of the occurrence thereof
within 10 days after such occurrence or by the date of Closing whichever occurs first in
which event Purchaser shall have the following options
- 12 -
(i) To complete the purchase in accordance with this Contract
without reduction in the Purchase Price or
(ii) To adjourn the Closing until the first to occur of (1)
completion of the repair and restoration of the loss or damage to the point that there is no
longer a materially adverse effect on the access to or use of the Unit or (2) the 60th day
after the date of the giving of Sellerrsquos aforesaid notice In the event Purchaser elects to
adjourn the Closing as aforesaid and such loss or damage is not so repaired and restored
within 60 days after the date of the giving of Sellerrsquos aforesaid notice then Purchaser
shall have the right either to (x) complete the purchase in accordance with this Contract
without reduction in the Purchase Price or (y) declare this Contract cancelled and of no
further force or effect and receive a refund of the Downpayment in which latter event
neither party shall thereafter have any further rights against or obligations or liabilities
to the other by reason of this Contract
(d) In the event of any loss of or damage to the Common Elements which
does not materially and adversely affect access to or use of the Unit Purchaser shall
accept title to the Unit in accordance with this Contract without abatement of the
Purchase Price
20 Internal Revenue Service Reporting Requirement Each party shall
execute acknowledge and deliver to the other party such instruments and take such other
actions as such other party may reasonably request in order to comply with IRC sect
6045(e) as amended or any successor provision or any regulations promulgated pursuant
thereto insofar as the same requires reporting of information in respect of real estate
transactions The provisions of this para 20 shall survive the Closing The parties
designate _________________________________ as the attorney responsible for
reporting this information as required by law
21 Broker Seller and Purchaser represent and warrant to each other that the only
real estate broker with whom they have dealt in connection with this Contract and the
transaction set forth herein is ______________________________ and that they know of
no other real estate broker who has claimed or may have the right to claim a commission
in connection with this transaction The commission of such real estate broker shall be
paid by Seller pursuant to separate agreement If no real estate broker is specified above
the parties acknowledge that this Contract was brought about by direct negotiation
between Seller and Purchaser and each represents to the other that it knows of no real
estate broker entitled to a commission in connection with this transaction Seller and
Purchaser shall indemnify and defend each other against any costs claims or expenses
(including reasonable attorneysrsquo fees) arising out of the breach on their respective parts of
any representation warranty or agreement contained in this para 21 The provisions of
this para 21 shall survive the Closing or if the Closing does not occur the termination of
this Contract
- 13 -
22 Mortgage Commitment Contingency (Delete paragraph if inapplicable) (a)
The obligation of Purchaser to purchase under this Contract is conditioned upon issuance
on or before ____________ days after a fully executed copy of this Contract is given to
Purchaser or Purchaserrsquos attorney in the manner set forth in paragraph 14 or
subparagraph 22(k) (the ldquoCommitment Daterdquo) 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 Purchasers sole cost and expense of $______________ for a term of at least _______
years (or such lesser sum or shorter term as Purchaser shall be willing to accept) at the
prevailing fixed or adjustable rate of interest and on other customary commitment terms
(the ldquoCommitmentrdquo) To the extent a Commitment is conditioned on the sale of
Purchaserrsquos current home payment of any outstanding debt no material adverse change
in Purchaserrsquos 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 Lenderrsquos approval of an appraisal shall not be deemed a ldquoCommitmentrdquo
hereunder until an appraisal is approved (and if that does not occur before the
Commitment Date Purchaser may cancel under subparagraph 22(e) unless the
Commitment Date is extended) Purchaserrsquos 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 Purchaserrsquos
election more than one Institutional Lender for such mortgage loan (ii) furnish accurate
and complete information regarding Purchaser and members of Purchaserrsquos 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 22(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 (ldquoMortgage Brokerrdquo) shall constitute full compliance with
the terms and conditions set forth in subparagraph 22(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 22
- 14 -
(e) If no Commitment is issued by the 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 22(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 22
(f) If this Contract is canceled by Purchaser pursuant to subparagraphs
22(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 21
(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 22(a) then Purchaser shall be deemed to have waived
Purchaserrsquos right to cancel this Contract and to receive a refund of the Downpayment by
reason of the contingency contained in this paragraph 22
(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 of its obligations under this
paragraph 22) and except as set forth in paragraph 21
(i) The attorneys for the parties are hereby authorized to give and receive
on behalf of their clients all Notices and deliveries under this paragraph 22
(j) For purposes of this Contract the term ldquoInstitutional Lenderrdquo 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
(k) For purposes of subparagraph (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
- 15 -
23 Gender Etc As used in this Contract the neuter includes the masculine and
feminine the singular includes the plural and the plural includes the singular as the
context may require
24 Entire Contract All prior understandings and agreements between Seller and
Purchaser are merged in this Contract and this Contract supersedes any and all
understandings and agreements between the parties and constitutes the entire agreement
between them with respect to the subject matter hereof
25 Captions The captions in this Contract are for convenience and reference
only and in no way define limit or describe the scope of this Contract and shall not be
considered in the interpretation of this Contract or any provision hereof
26 No Assignment by Purchaser Purchaser may not assign this Contract or any
of Purchaserrsquos rights hereunder
27 Successors and Assigns Subject to the provisions of para 26 the provisions
of this Contract shall bind and inure to the benefit of both Purchaser and Seller and their
respective distributees executors administrators heirs legal representatives successors
and permitted assigns
28 No Oral Changes This Contract cannot be changed or terminated orally Any
changes or additional provisions must be set forth in a rider attached hereto or in a
separate written agreement signed by both parties to this Contract
29 Contract Not Binding Until Signed This Contract shall not be binding or
effective until properly executed and delivered by Seller and Purchaser
30 Lead-Based Paint If applicable the complete and fully executed disclosure
of information on lead-based paint andor lead-based paint hazards is attached hereto and
made a part hereof
IN WITNESS WHEREOF the parties hereto have duly executed this Contract
on the day and year first above written
Seller Purchaser
_________________________________ ____________________________________
- 16 -
Agreed to as to para 16 ________________________________
Giddins Claman LLP Escrowee
Escrow Depository
Address
SCHEDULE A - Permitted Exceptions
1 Zoning laws and regulations and landmark historic or wetlands designation
which are not violated by the Unit and which are not violated by the Common Elements
to the extent that access to or use of the Unit would be materially and adversely affected
2 Consents for the erection of any structure or structures on under or above any
street or streets on which the Building may abut
3 The terms burdens covenants restrictions conditions easements and rules
and regulations set forth in the Declaration By-Laws and rules and regulations of the
Condominium the Power of Attorney from Purchaser to the board of managers of the
Condominium and the floor plans of the Condominium all as may be amended from time
to time
4 Rights of utility companies to lay maintain install and repair pipes lines
poles conduits cable boxes and related equipment on over and under the Building and
Common Elements provided that none of such rights imposes any monetary obligation
on the owner of the Unit or materially interferes with the use of or access to the Unit
5 Encroachments of stoops areas cellar steps trim cornices lintels window
sills awnings canopies ledges fences hedges coping and retaining walls projecting
from the Building over any street or highway or over any adjoining property and
encroachments of similar elements projecting from adjoining property over the Common
Elements
6 Any state of facts which an accurate survey or personal inspection of the
Building Common Elements or Unit would disclose provided that such facts do not
prevent the use of the Unit for dwelling purposes For the purposes of this Contract none
of the facts shown on the survey if any identified below shall be deemed to prevent the
use of the Unit for dwelling purposes and Purchaser shall accept title subject thereto
- 17 -
The survey referred to in No 6 above was prepared by
___________________________ dated _____________________ and last revised
____________________
7 The lien of any unpaid common charge real estate tax water charge sewer
rent or vault charge provided the same are paid or apportioned at the Closing as herein
provided
8 The lien of any unpaid assessments to the extent of installments thereof
payable after the Closing
9 Liens encumbrances and title conditions affecting the Common Elements
which do not materially and adversely affect the right of the Unit owner to use and enjoy
the Common Elements
10 Notes or notices of violations of law or governmental orders ordinances or
requirements (a) affecting the Unit and noted or issued subsequent to the date of this
Contract by any governmental department agency or bureau having jurisdiction and (b)
any such notes or notices affecting only the Common Elements which were noted or
issued prior to or on the date of this Contract or at any time hereafter
11 Any other matters or encumbrances subject to which Purchaser is required to
accept title to the Unit pursuant to this Contract
ABOUT THE SPEAKERS
Lisa Lippman Senior Vice President and Director was the 1 broker at Brown Harris Stevens in 2009 With 13 years of experience selling real estate Lisa specializes in the sale of high end cooperatives condominiums and townhomes throughout Manhattan As is clear from her record even in tough times Lisa manages to both sell and find homes for her clients
Other awards Lisa has won in the last few years include
middotWall Street Journal top 400-Lisa was 11 in the nation and 2 in Manhattan 2009middotWall Street Journal top 50 brokers in America 2007middotBrown Harris Stevens Westside Office Broker of the Year All Years 2006 - 2009 middotBrown Harris Stevens Westside Office Listing Broker of the Year 2007 2008 2009middotBrown Harris Stevens Largest New Development Deal of the Year 2009
Prior to becoming a real estate broker Lisa spent several years as a lawyer practicing litigation at two prestigious law firms She graduated from The University of Pennsylvania in 1986 and earned her law degree from Cardozo in 1990 Lisarsquos legal background affords her a keen understanding of the negotiation process as well as the complexities needed to complete the deal
A New York City resident for 24 years Lisa offers impeccable knowledge of the market as it applies across all neighborhoods She has lived downtown on the Upper East Side and has now resided on the Upper West Side for the past 14 years Additionally as the mother of three children Lisa is personally involved in the decisions all buyers face in choosing a neighborhood and a home
Lisa takes pride in being a straight-forward intelligent and honest broker She understands the individual needs of each client as well as their comfort with the purchase andor sale process Her listening talents combined with her unbeatable memory work ethic and negotiation skills allow her to service her buyers and sellers most effectively Lisa is also active in the New York community including the UJA and her childrenrsquos school All of this enables her to offer a well-rounded approach to navigating the New York real estate landscape bringing to life the nuances and charms that the City and its real estate market have to offer
LISA LIPPMANSenior Vice PresidentDirector
Lisa Lippman bull 212- 588-5606 bull fax 212-418-9733 bull llippmanbhsusacom
GIDDINS bull CLAMAN LLP
Attorneys at Law
675 THIRD AVENUE
29TH
FLOOR
NEW YORK NEW YORK 10017
(212)573-6703
FAX (212)949-1923 Paul M Giddins
Scott Claman
Giddins Claman LLP ndash Firm Biography
Giddins Claman LLP (formerly Giddins Claman amp Langs LLP) was
established in 1988 by Paul M Giddins formerly an Assistant District Attorney in
the New York County District Attorneyrsquos Office For over 20 years the firm has
specialized in real estate matters in the New York City metropolitan area with an
active transactional real estate practice Mr Giddins has specialized in residential
real estate during that time In addition to purchase sale and refinance transactions
Mr Giddins represents cooperative apartment boards of directors and condominium
boards of managers Mr Giddins also regularly gives lectures and seminars on real
estate matters for many of the prominent real estate brokerage firms in New York
Scott Claman has been in the practice of law in New York for over 26 years
and joined the firm as a member in 1996 having previously been a partner at a law
firm that specialized in the representation of cooperative apartment boards of
directors and condominium boards of managers Mr Claman is regularly engaged
in a variety of transactional real estate matters ranging from commercial leasing
mortgage financing and asset dispositions to individual apartment and house sales
In addition to individual and institutional owners of residential and commercial real
estate Mr Claman also represents cooperative apartment boards of directors and
condominium boards of managers and has given numerous lectures and seminars
on real estate matters for the Real Estate Board of New York and for many of the
prominent real estate brokerage firms in New York
Steven M Nachman serves as Of Counsel to the firm in connection with
commercial and general litigation matters Mr Nachman formerly associated with
the firm of Stroock amp Stroock amp Lavan has over 20 years of civil litigation
experience
Giddins Claman LLP is proud to provide our clients with the benefits of our
collective experience as seasoned litigators and transactional real estate specialists
while maintaining our personal commitment to represent our clients in a manner
associated with a smaller practice
ManhattanResidential Market Report
Fourth Quarter 2010
Manhattan Cooperatives and Condominiums
2 Fourth Quarter 2010
Average and Median Sale Price
Cooperative Average Sale Price
Condominium Average Sale Price
Cover Property BrownHarrisStevenscom WEB272151
Average Sale Price Median Sale Price
Prices for Manhattan apartments continued to edge upward
as their average sale price of $1432787 was 8 higher
than a year ago This marked the sixth straight quarter that
the average price has risen While the number of recorded
transactions fell 25 from a year ago the fourth quarter of 2009
was uncharacteristically busy due to pent-up demand after the
collapse of Lehman Brothers had frozen the market earlier that year
The average co-op price continued to rise sharply as
more buyers favored larger apartments compared to a year ago Two-bedroom and larger
units accounted for 45 of co-op sales up from 40 a year ago This helped push
the overall average co-op price up 17 from 2009rsquos fourth
quarter to $1158333
Condo prices averaged $1751219 during the fourth
quarter 1 higher than a year ago One-bedrooms posted the
biggest increase in average price rising 9 over the past year
to $844964
Studio 1-Bedroom 2-Bedroom 3+Bedroom All
4th Q 10 $342545 $593718 $1231116 $3150700 $1158333
3rd Q 10 $366086 $606444 $1206257 $3049980 $1156733
2nd Q 10 $356696 $597311 $1301392 $2872496 $1065814
1st Q 10 $334307 $587538 $1132150 $3098881 $1079195
4th Q 09 $345725 $585238 $1133967 $3001012 $990921
Studio 1-Bedroom 2-Bedroom 3+Bedroom All
4th Q 10 $495002 $844964 $1637638 $4567750 $1751219
3rd Q 10 $495876 $809514 $1596021 $3835376 $1724180
2nd Q 10 $464559 $840829 $1570772 $3922994 $1686690
1st Q 10 $529970 $819785 $1608375 $4250098 $1730415
4th Q 09 $554568 $772525 $1583362 $4574080 $1732362
Average Sale Price Median Sale Price
$1600000
$1400000
$1200000
$1000000
$800000
$400000
$600000
$1369883 $820000
1Q10
$1324504 $800000
4Q09
$1432787 $840000
4Q10
$1423378 $890000
3Q10
$1377135 $842779
2Q10
Fourth Quarter 2010 3
New Developments Lofts
Time on the Market
Excludes new developments and units listed over one year Based on the last asking price Excludes new developments
Average Price Per Square Foot
New development prices averaged $1099 per square foot 11 less than during the fourth quarter of 2009 This was due in part to an increase in the percent of new development sales in Northern Manhattan from 9 a year ago to 15 At $1052 the average price per square foot for loft apartments was 3 higher than during 2009rsquos fourth quarter
Apartments sold during the quarter spent an average of 113 days on the market 14 less time than a year ago Sellers received 955 of the last asking price up slightly from the fourth quarter of 2009
Asking Vs Selling Price
$700
$900
$1100
$1300 $1099
4Q10
$1238
4Q09
$1146
1Q10 2Q10
$1176
$700
$900
$1100
$1300 $1052
4Q10
$1017
4Q09
$1037
1Q10
$1066
2Q10
$1112
3Q10
$1077
3Q10
75 days
100 days
125 days
150 days 113
4Q10
132
4Q09
119
1Q10
112
2Q10
85
90
95
100 955
4Q10
954
4Q09
962
1Q10
97
3Q10
959
3Q10
966
2Q10
Generally 59th to 96th Street Fifth Avenue to the East River
Cooperative Condominium
East sidE
4 Fourth Quarter 2010
Average Price Per Square Foot
At an average of $1581971 prices for two-bedroom East Side
apartments were 14 higher than a year ago The average price fell
13 for three-bedroom and larger apartments due in part to 2 closings
of over $30 million a year ago inflating that figure Co-ops fared better than condos as the average
price per room rose for both prewar and postwar co-ops over the past year
while the average condo price per square foot fell
Average Price Per Room
4Q09 4Q10
Studio 1-Bedroom 2-Bedroom 3+Bedroom
Percent of Sales
4th Q 09 10 35 36 19
4th Q 10 11 39 28 22
Average Price
4th Q 09 $351462 $647300 $1383364 $4146087
4th Q 10 $355459 $647207 $1581971 $3605513
Change 1 0 14 -13
$100000
$300000
$150000
$200000
$250000
$350000
$400000
$50000
$200
$1000
$400
$600
$800
$1200
$1400
$0
Postwar
$204713 $210559
Prewar
$348425 $383335
4Q10
$1126
4Q09
$1168
Generally 59th to 110th Street Hudson River to West of Fifth Avenue
WEst sidE
Fourth Quarter 2010 5
Cooperative CondominiumAverage Price Per Room Average Price Per Square Foot
With the exception of studios prices rose for all other size categories of apartments on
the West Side led by a 21 gain in the average price for
three-bedroom and larger units This increase was helped by
535 West End Avenue whose three-bedroom closing prices averaged over $115 million
in the fourth quarter Co-ops remained strong as the average
price per room rose 21 for prewar and 12 for postwar co-ops on the West Side The average condo price per square
foot rose 3 to $1309 making the West Side the only
area where both co-op and condo prices were higher
than a year ago
4Q09 4Q10
Studio 1-Bedroom 2-Bedroom 3+Bedroom
Percent of Sales
4th Q 09 10 37 37 16
4th Q 10 8 33 38 21
Average Price
4th Q 09 $417466 $656421 $1326640 $3325062
4th Q 10 $391228 $766529 $1378920 $4030338
Change -6 17 4 21
$125000
$225000
$150000
$175000
$200000
$250000
$275000
$100000
$200
$1000
$400
$600
$800
$1200
$1400
$0
4Q09
$1267
4Q10
$1309
Prewar
$215967 $260653
Postwar
$189264 $212348
MidtoWn East Generally 34th to 59th Street Fifth Avenue to the East River
MidtoWn
MidtoWn WEst Generally 34th to 59th Street Hudson River to West of Fifth Avenue
6 Fourth Quarter 2010
Cooperative Condominium
Cooperative Condominium
Average Price Per Room Average Price Per Square Foot
Average Price Per Room Average Price Per Square Foot
A couple of high-end closings at The Plaza and One Beacon Court helped bring the average condo price per square foot 27 higher in the Midtown East market compared
to a year ago The average price per room fell 5 for prewar while rising
8 for postwar co-ops
The average price per square foot rose 12 for condos over the
past year in the Midtown West market A number of closings at The Sheffield and Platinum
helped bring up this figure The average price per room fell for
both prewar and postwar co-ops in this market compared
to a year ago
$175000
$100000
$125000
$150000
$200000
$225000
$1000
$250
$500
$750
$1250
$1500
4Q09 4Q10
$212198 $200857
Prewar
$188662 $204639
Postwar
$1171
4Q09
$1485
4Q10
$252044 $199029 $231213 $221850 $1180$1055
4Q10Prewar Postwar 4Q09
$1000
$250
$500
$750
$1250
$1500
4Q09 4Q10
$200000
$50000
$100000
$150000
$250000
$300000
Cooperative Condominium
Fourth Quarter 2010 7
Average Price Per Room Average Price Per Square Foot
South of 34th Street
doWntoWn
While the average price fell 23 for three-bedroom and
larger apartments Downtown from a year ago a large
number of closings at the Superior Ink building inflated 2009rsquos figure This also is a reason why the overall condo
price per square foot fell 10 from a year ago The average
co-op price per room rose 13 for prewar and 4 for
postwar units from 2009rsquos fourth quarter
4Q09 4Q10
Studio 1-Bedroom 2-Bedroom 3+Bedroom
Percent of Sales
4th Q 09 17 43 28 12
4th Q 10 16 41 31 12
Average Price
4th Q 09 $452722 $704292 $1615877 $4665379
4th Q 10 $444618 $741919 $1581625 $3605513
Change -2 5 -2 -23
Prewar
$208503 $235826
Postwar
$188600 $195854
$100000
$200000
$125000
$150000
$175000
$225000
$250000
$75000
$800
$1200
$900
$1000
$1100
$1300
$1400
$700
4Q09
$1326
4Q10
$1194
Cooperative CondominiumAverage Price Per Room Average Price Per Square Foot
Generally North of 96th Street on the East Side and 110th Street on the West Side
NEW YORK CITY bull PALM BEACH bull THE HAMPTONS bull NORTH FORK 2129069200
EAST SIDE445 Park AvenueHall F Willkie PresidentRuth McCoy EVPManaging Director of Sales
UPPER EAST SIDE1121 Madison AvenuePeter R Marra EVPManaging Director of Sales
EDWARD LEE CAVE DIVISION790 Madison AvenueCaroline E Y GuthriePresident
WEST SIDE1926 BroadwayJames M Gricar EVP Managing Director of Sales
BROOKLYN HEIGHTS129 Montague StreetChristopher Thomas EVPManaging Director of Sales
PARK SLOPE100 Seventh AvenueMaryAnn Albano EVPManaging Director of Sales
NEW DEVELOPMENT445 Park Avenue James M GricarManaging DirectorBrown Harris Stevens On-Site Marketing and Sales
Prepared by Gregory Heym Chief Economist Brown Harris Stevenscopy2010 by Brown Harris Stevens All Rights Reserved This information may not be copied used or distributed without Brown Harris Stevensrsquo consent While information is believed true no guaranty is made of accuracy
While the average price fell for three-bedroom and larger apartments it was higher for
all other size categories in Northern Manhattan Condo
prices rose slightly as their average price per square foot of $566 was up 1 from a
year ago The average price per room fell for both prewar and
postwar co-ops compared to a year ago
This report is based on 1901 reported Manhattan apartment sales 25 less than were reported during last yearrsquos comparable period
VILLAGE2 Fifth AvenueKevin Kovesci EVPManaging Director of Sales
TRIBECA43 North MooreKevin Kovesci EVPManaging Director of Sales
northErn Manhattan
Studio 1-Bedroom 2-Bedroom 3+Bedroom
Percent of Sales
4th Q 09 6 35 43 16
4th Q 10 8 38 38 16
Average Price
4th Q 09 $227611 $352759 $567332 $1101778
4th Q 10 $319798 $394509 $577071 $710832
Change 41 12 2 -35
$100
$500
$200
$300
$400
$600
$700
$0
4Q09 4Q10
4Q09
$563
4Q10
$566
$70000
$110000
$80000
$90000
$100000
$120000
$130000
$60000
Prewar
$120601 $97757
Postwar
$110104 $106330
Faculty Biographies
REAL PROPERTY SECTION gt Officer Bio
Chair Leo Genn Esq
Office Address Northside Center for Child Development 1301 Fifth Ave New York NY 10029-3119
Phone 212-426-3406 Fax 212-410-7561 Email lgenn_esqyahoocom
After working briefly as a litigator Mr Genn became House Counsel at NorthsideCenter for Child Development a Manhattan-based not for profit where he handles contract negotiations commercial leasing property management and insurance issues Mr Genn also writes government grants Before law school Mr Genn spent eight years managing commercial and residential real estate in New York City Mr Genn has also worked for New York Citys Office of Economic Development In March 2002 Mr Genns article on the notice requirements in foreclosure proceedings appeared on thecover of the New York Real Estate Law Reporter Mr Gennrsquos favorite law quote is Oliver Wendell Holmes remark A word is not a crystal transparent and unchanged it isthe skin of a living thought and may vary greatly in color and content according to thecircumstances and time in which it is used Mr Gennrsquos favorite case is Raffles v
ichelhaus and his favorite legal fiction is promissory estoppel W
Paul M Giddins Partner
Giddins Claman LLP Paul M Giddins is a partner at Giddins Claman LLP a law firm in New York City Mr Giddins received a Bachelor of Arts degree from Trinity College- Hartford and a law degree from American University Washington School of Law
LISA LIPPMAN | Senior Vice President Director | Licensed Associate Real Estate Broker
printer friendly page
1926 Broadway New York NY 10023 Tel (212) 588-5606 Fax (212) 418-9733 llippmanbhsusacom download contact info view current listings view sold listings
FEATURED PROPERTY - UPPER EAST SIDE
2COOPERATIVE
25 EAST 79TH STREET
rice $1299000
isting ID 1127158
PBedrooms 2 Baths 20 L
Lisa Lippman Senior Vice President and Director was the 1 broker at Brown Harris Stevens in 2009 With 13 years of experience selling real estate Lisa specializes in the sale of high end cooperatives condominiums and townhomes throughout Manhattan As is clear from her record even in tough times Lisa manages to both sell and find homes for her clients Other awards Lisa has won in the last few years include middotWall Street Journal top 400-Lisa was 11 in the nation and 2 in Manhattan 2009 middotWall Street Journal top 50 brokers in America 2007 middotBrown Harris Stevens Westside Office Broker of the Year All Years 2006 - 2009 middotBrown Harris Stevens Westside Office Listing Broker of the Year 2007 2008 2009 middotBrown Harris Stevens Largest New Development Deal of the Year 2009 Prior to becoming a real estate broker Lisa spent several years as a lawyer practicing litigation at two prestigious law firms She graduated from The University of Pennsylvania in 1986 and earned her law degree from Cardozo in 1990 Lisas legal background affords her a keen understanding of the negotiation process as well as the complexities needed to complete the deal A New York City resident for 24 years Lisa offers impeccable knowledge of the market as it applies across all neighborhoods She has lived downtown on the Upper East Side and has now resided on the Upper West Side for the past 14 years Additionally as the mother of three children Lisa is personally involved in the decisions all buyers face in choosing a neighborhood and a home Lisa takes pride in being a straight-forward intelligent and honest broker She understands the individual needs of each client as well as their comfort with the purchase andor sale process Her listening talents combined with her unbeatable memory work ethic and negotiation skills allow her to service her buyers and sellers most effectively Lisa is also active in the New York community including the UJA and her childrens school All of this enables her to offer a well-rounded approach to navigating the New York real estate landscape bringing to life the nuances and charms that the City and its real estate market have to offer
IDENTIFYING THE
APARTMENT
A Sample Showsheet
B Cooperative Building Financials
Pure Perfection on Riverside Drive100 Riverside Drive Apartment 3A
This sprawling prewar 9 room home is simply exquisite The trees of Riverside Park greet you while you sit in
the new chefs kitchen open to a beautiful den (or dining room) on the park The gorgeous sunken living room
library and huge master bedroom also all have oversized picture windows on the park In addition there are
two more bedrooms a large formal dining room and a second windowed butlers kitchen that could easily be
made into an office The finishes of this home are perfect All of the bathrooms are brand new and outfitted
with custom stone There is central air and the closets have all been custom designed Currently configured as a
luxurious 3 bedroom plus maids and den the apartment could easily be a 4 bedroom plus library No detail has
been overlooked and there is fabulous sun trees and nature in almost every room Full service building with
storage and a new fitness center A truly unique and special home
WEB 917677
Full Service Prewar Coopbull Four Bedrooms and Four New Bathroomsbull
Maintenance $350634bull Central Air Conditioningbull
Financing Allowed 75bull New Chefs Kitchen with Large Double Ovenbull
Tax Deductability 39bull Custom Closetsbull
Storage Binbull Pets Allowedbull
Fitness Centerbull Laundry Room with Butlers Kitchenbull
$3999000 Listing Price
Exclusive Broker
Lisa Lippman bull 212-588-5606 bull fax 212-418-9733 bull llippmanbhsusacom
All information is from sources deemed reliable but is subject to errors omissions changes in price prior sale or withdrawal without notice No representation is made as to the accuracy of any description All measurements and squarefootages are approximate and all information should be confirmed by customer All rights to content photographs and graphics reserved to BHS Customer should consult with its counsel regarding all closing costs including without
limitation the New York State 1 tax paid by buyers on residential properties over $1 million BHS represents the sellerowner on BHSs own exclusives except if another agent of BHS represents the buyertenant in which case BHSwill be a dual agent with designated agents representing sellerowner and buyertenant BHS represents the buyertenant when showing the exclusives of other real estate firms In all instances BHS treats all parties fairly and honestly
BHS actively supports equal housing opportunities
Scott Moore bull 212-588-5608 bull fax 212-319-2633 bull smoorebhsusacom
Brown Harris Stevens Residential Sales LLC bull 212 906 9200 bull BrownHarrisStevenscomM A N H A T T A N bull B R O O K L Y N bull T H E H A M P T O N S bull N O R T H F O R K bull P A L M B E A C H
ldquoMAKING THE DEALrdquo
A REBNY Financial Statement
B Estimated Residential Closing Costs
C Sample Contracts (Co-op amp Condo)
D Sample Closing Breakdown
(Condo)
FINANCIAL STATEMENT
Name(s)
Address
The following is submitted as being true and accurate statement of the financial condition of the undersigned on the day of
January 20
ASSETS
Applicant
Co-Applicant
LIABILITIES
Applicant
Co-Applicant
Cash in Banks 550000 Notes Payable
Money Markets Funds 600000 To Banks
Contract Deposit 355000 To Relative
Investments Bonds amp Stocks To Others
- see schedule 1620000 Installment Accounts Payable
Investment in Own Business Automobile
Accounts amp Notes Receivable Other
Real Estate Owned-see schedule 1200000 Other Accounts Payable
Year Make Mortgages Payable on Real 535000
Automobiles 35000 Estate - see schedule
Personal Property amp Furniture 50000 Unpaid Real Estate Taxes
Life Insurance Unpaid Income Taxes
Cash Surrender Value 60000 Chattel Mortgages
Retirement FundsIRA Loans on Life Insurance
Policies
401K 200000 (Include Premium
Advances)
KEOGH Outstanding Credit Card
Loans
Profit SharingPension Plan Other Debts - Itemize
Other Assets TOTAL LIABILITIES 535000 0
TOTAL ASSETS 4670000 0 NET WORTH 4135000 0
COMBINED ASSETS
4670000
TOTAL LIABILITIES
amp NET WORTH 4670000 0
SOURCE OF INCOME
Applicant
Co-Applicant
COMBINED 4670000
Base Salary 350000 CONTINGENT LIABILITIES
Overtime Wages As Endorser or Co-Maker on Notes $ 0
Bonus amp Commissions 150000 Alimony $ 0
Dividends and Interest Income Child Support $ 0
Real Estate Income (Net) Are you defendant in any legal action Yes No
Explain
Other Income - Itemize Are there any unsatisfied judgments Yes No
TOTAL 500000 0 Have you ever taken bankruptcy Yes No
Explain GENERAL INFORMATION
Applicant
Co-Applicant
Personal Bank Accounts at
PROJECTED EXPENSES
MONTHLY
Maintenance $ 2857
Savings amp Loan Accounts at Apartment Financing $ 10078
Other Mortgages $ 2671
Bank Loans $
Purpose of Loan Auto Loan $
TOTAL $ 15606
The foregoing statements and details pertaining thereto both printed and written have been carefully read and the undersigned hereby
solemnly declares and certifies that the same is a full and correct exhibit of myour financial condition
Date 20 Signature __________________________________________
Signature __________________________________________
SCHEDULE OF BOND amp STOCKS
Amount of Shares
Description (Extended Valuation in Column)
Marketable Value
Non-Marketable Value
SCHEDULE OF REAL ESTATE
Description amp Location
Cost
Actual Value
Mortgage Amount
Maturity Date
SCHEDULE OF NOTES PAYABLE
Specify any assets pledges as collateral including the liabilities they secure
To Whom Payable
Date
Amount
Due
Interest
Pledged as Security
April 2009
ESTIMATED RESIDENTIAL CLOSING COSTS IN NEW YORK CITY
Broker As provided in exclusive with broker
Own Attorney Approx $2000 +- as negotiated
Managing Agentrsquos Fee Approx $500 + as determined by building
Move-out Deposit or Fee Approx $1000 as determined by building
New York City Transfer Tax 1 of entire gross purchase price if price is $500000 or under or 1425 of entire gross purchase price if price exceeds $500000
New York State Transfer Tax 04 (004) of gross purchase price
Bank Satisfaction of Mortgage Fees Approx $450 as determined by bank
Recording ACRIS other fees Approx $150
Gains Tax Withholding (Out of State Seller) 897 of gain
Non ndash US Resident (FIRPTA) 10 of price withheld or paid
Stock Transfer Tax (Co-ops Only) $005share
FOR The SelleR
Mortgage Recording Tax and Title Insurance not required for Co-ops though title insurance is available for Co-ops at other rates
For Bulk Sale Multi Family and Commercial Property NYC Transfer Tax Rates $1425 under $500000 2625 above Mortgage Recording Tax Rates 205 under $500000 28 above $500000
When purchasing a condominium unit directly from a Sponsor the Purchaser may be required to pay New York City and New York State Transfer Taxes (See ldquoFor The Sellerrdquo section above for amounts) as well as the Sponsorrsquos attorneyrsquos fee (typically around $1500)
All costs are estimated and will vary based on transaction specifics changes in rates and taxes and other factors No representation is made as to the accuracy of these estimates Parties to transactions must consult their own counsel and refer to transaction specifics for verification of all costs
Own Attorney Approx $2000 +- as negotiated
Bank Fees (application credit appraisal bank attorney and miscellaneous) Approx $2200 as determined by bank
Short-term Interest One month max (prorated for month of closing)
Miscellaneous Recording Fees Approx $500
Mortgage Recording Fee205 of entire amount of Mortgage on Loans $500000 or under or 2175 of entire amount of Mortgage on Loans exceeding $500000
Fee Title Insurance Approx $8000 for $2000000 NYC condo based on rate schedule
Mortgagee Title Insurance Approx $1500 for $1500000 NYC condo mortgage based on rate schedule
Miscellaneous Title Charges Approx $500
Managing Agentrsquos Fee Approx $500 as determined by building
Adjustments
Common Charges Approx 1 month (prorated for month of closing)
Real estate Tax escrow Approx 8 months (prorated to closing plus 6 month escrow may include insurance)
Mansion Tax 1 of entire gross purchase price if purchase price exceeds $1000000
Move-in Deposit or Fee Approx $1000 as determined by building
lien Search (Co-ops Only) Approx $350
FOR The PURChASeR
123 - Contract of sale cooperative apartment 7-01
Prepared by The Committee on Condominiums and Cooperatives of the Real Property Section of the New York State Bar Association
CONSULT YOUR LAWYER BEFORE SIGNING THIS AGREEMENT
Contract of Sale - Cooperative Apartment
This Contract is made as of October 2010 between the Seller and the Purchaser identified below
1 Certain Definitions and Information
11 The Parties are
111 Seller
Prior names used by Seller
Address
New York NY
S S No
112 Purchaserrdquo
Address
New York NY
S S No
12 The Attorneys are (name address and telephone fax)
121 Sellers Attorneyrdquo
Giddins Claman LLP
675 Third Avenue 29th Floor
New York NY 10017
Attn Paul M Giddins Esq
(212)573-6703 Fax (212)949-1923
pgiddinsgcl-lawcom
122 Purchasers Attorney
13 The Escrowee is the Sellers Attorney
14 The Managing Agent is (name address and telephone fax)
15 The real estate Broker(s) (see para 12) isare
Lisa Lippman
Company Name Brown Harris Stevens
16 The name of the cooperative housing corporation (Corporation) is
17 The Unit number is
18 The Unit is located in Premises known as
19 The Shares are the shares of the Corporation allocated to the Unit
110 The Lease is the Corporations proprietary lease or occupancy agreement for the Unit given by the Corporation which expires on
111 Personalty is the following personal property to the extent existing in the Unit on the date hereof the refrigerators freezers ranges ovens built-in microwave ovens dishwashers garbage disposal units cabinets and
counters lighting fixtures chandeliers wall-to-wall carpeting plumbing and heating fixtures central air conditioning andor window or sleeve units washing machines dryers screens and storm windows window treatments switch plates door hardware mirrors built-ins not excluded in Paragraph 112 and
112 Specifically excluded from this sale is all personal property not included in para 111 and
113 The sale [does] [does not] include Sellers interest in
Storage Servants Room Parking Space (Included Interests)
114 The Closing is the transfer of ownership of the Shares and Lease
115 The date scheduled for Closing is 2010
(Scheduled Closing Date) at 200 PM (See para 9 and 10)
116 The Purchase Price is $
1161 The Contract Deposit is $
1162 The Balance of the Purchase Price due at Closing is
$ (See para 222)
117 The monthly Maintenance charge is $ (See para 4)
118 The Assessment if any payable to the Corporation at the date of this Contract is $ payable as follows
119 SellerPurchaser shall pay the Corporations flip tax transfer fee (apart from the transfer agent fee) andor waiver of option fee (Flip Tax) if any
120 Financing Options (Delete two of the following parapara 1 20 1 1202 or 1203)
1201 Purchaser may apply for financing in connection with this sale and Purchasers obligation to purchase under this Contract is contingent upon issuance of a Loan Commitment Letter by the Loan Commitment Date (para 1812)
1202 Purchaser may apply for financing in connection with this sale but Purchasers obligation to purchase this Contract is not contingent upon issuance of a Loan Commitment Letter
1203 Purchaser shall not apply for financing in connection with this sale
121 If para 120 1 or 1202 applies the Financing Terms for para 18 are A loan of $ for a term of 30 years or such lesser amount or shorter term as applied for or acceptable to Purchaser and the Loan Commitment Date for para 18 is 30 calendar days after the Delivery Date
122 The Delivery Date of this Contract is the date on which a fully executed counterpart of this Contract is deemed given to and received by Purchaser or Purchasers Attorney as provided in para 173
123 All Proposed Occupants of the Unit are
1231 persons and relationship to Purchaser
Purchasers
1232 pets
124 The Contract Deposit shall be held in [a non] [an] IOLA escrow account If the account is a non-IOLA account then interest shall be paid to the Party entitled to the Contract Deposit The Party receiving the interest shall pay any income taxes thereon The escrow account shall be a segregated bank account at
Depository XXXX Bank
Address (See para 27)
125 This Contract is [not] continued on attached rider(s)
2 Agreement to Sell and Purchase Purchase Price Escrow
21 Seller agrees to sell to Purchaser and Purchaser agrees to purchase from Seller the Sellers Shares Lease Personalty and any Included Interests and all other items included in this sale for the Purchase Price and upon the terms and conditions set forth in this Contract
22 The Purchase Price is payable to Seller by Purchaser as follows
221 the Contract Deposit at the time of signing this Contract by Purchasers good check to the order of Escrowee and
222 the Balance at Closing only by cashiers or official bank check or certified check of Purchaser payable to the direct order of Seller The check(s) shall be drawn on and payable by a branch of a commercial or savings bank savings and loan association or trust company located in the same City or County as the Unit Seller may direct on reasonable Notice (defined in para 17) prior to Closing that all or a portion of the Balance shall be made payable to persons other than Seller (see para 177)
3 Personalty
31 Subject to any rights of the Corporation or any holder of a mortgage to which the Lease is subordinate this sale includes all of the Sellers interest if any in the Personalty and the Included Interests
32 No consideration is being paid for the Personalty or for the Included Interests nothing shall be sold to Purchaser if the Closing does not occur
33 Prior to Closing Seller shall remove from the Unit all the furniture furnishings and other property not included in this sale and repair any damage caused by such removal
4 Representations and Covenants
41 Subject to any matter affecting title to the Premises (as to which Seller makes no representations or covenants) Seller represents and covenants that
4 11 Seller is and shall at Closing be the sole owner of the Shares Lease Personalty and Included Interests with the full right power and authority to sell and assign them Seller shall make timely provision to satisfy existing security interest(s) in the Shares and Lease and have the same delivered at Closing (See para 101)
412 the Shares were duly issued fully paid for and are non-assessable
413 the Lease is and will at Closing be in full force and effect and no notice of default under the Lease is now or will at Closing be in effect
414 the Maintenance and Assessments payable as of the date hereof are as specified in para 117 and 118
415 as of this date Seller neither has actual knowledge nor has received any written notice of any increase in Maintenance or any Assessment which has been adopted by the Board of Directors of the Corporation and is not reflected in the amounts set forth in parapara 117 and 118
416 Seller has not made any material alterations or additions to the Unit without any required consent of the Corporation or to Sellers actual knowledge without compliance with all applicable law This provision shall not survive Closing
417 Seller has not entered into shall not enter into and has no actual knowledge of any agreement (other than the Lease) affecting title to the Unit or its use andor occupancy after Closing or which would be binding on or adversely affect Purchaser after Closing (eg a sublease or alteration agreement)
418 Seller has been known by no other name for the past 10 years except as set forth in para 111
419 at Closing in accordance with para 152
4191 there shall be no judgments outstanding against Seller which have not been bonded against collection out of the Unit (Judgments)
4192 the Shares Lease Personalty and any Included Interests shall be free and clear of liens (other than the Corporations general lien on the Shares for which no monies shall be owed) encumbrances and adverse interests (Liens)
4193 all sums due to the Corporation shall be fully paid by Seller to the end of the payment period immediately preceding the date of Closing
4194 Seller shall not be indebted for labor or material which might give rise to the filing of a notice of mechanics lien against the Unit or the Premises and
4195 no violations shall be of record which the owner of the Shares and Lease would be obligated to remedy under the Lease
42 Purchaser represents and covenants that
421 Purchaser is acquiring the Shares and Lease for primary residential occupancy of the Unit solely by the Proposed Occupants identified in para 1 23
422 Purchaser is not and within the past 7 years has not been the subject of a bankruptcy proceeding
423 if para 1203 applies Purchaser shall not apply for financing in connection with this purchase
424 Each individual comprising Purchaser is over the age of 18 and is purchasing for Purchasers own account (beneficial and of record)
425 Purchaser shall not make any representations to the Corporation contrary to the foregoing and shall provide all documents in support thereof required by the Corporation in connection with Purchasers application for approval of this transaction and
426 there are not now and shall not be at Closing any unpaid tax liens or monetary judgments against Purchaser
43 Each Party covenants that its representations and covenants contained in para 4 shall be true and complete at Closing and except for para 416 shall survive Closing but any action based thereon must be instituted within one year after Closing
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 Corporations 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 Corporations shareholders under Internal Revenue Code (IRC) sect216 (or any successor statute)
6 Required Approval and References
61 This sale is subject to the unconditional consent of the Corporation
62 Purchaser shall in good faith
621 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 or if para 1201 or 1202 applies and the Loan Commitment Letter is required by the Corporation within 3 business days after the earlier of (i) the Loan Commitment Date (defined in para 12 1) or (ii) the date of receipt of the Loan Commitment Letter (defined in para 1812) whether said commitment letter is conditional or unconditional
622 attend (and cause any Proposed Occupant to attend) one or more personal interviews as requested by the Corporation and
623 promptly submit to the Corporation such further references data and documents reasonably requested by the Corporation 63 Either Party after learning of the Corporations 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 Corporations 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 para 63 the Escrowee shall refund the Contract Deposit to Purchaser 64 If such consent is refused or not given due to Purchasers bad faith conduct Purchaser shall be in default and para 131 shall govern 7 Condition of Unit and Personalty Possession 71 Seller makes no representation as to the physical condition or state of repair of the Unit the Personalty the Included Interests or the Premises Purchaser has inspected or waived inspection of the Unit the Personalty and the Included Interests and shall take the same as is as of the date of
this Contract except for reasonable wear and tear However at the time of Closing the appliances shall be in working order and required smoke detector(s) shall be installed and operable 72 At Closing Seller shall deliver possession of the Unit Personalty and Included Interests in the condition required by para 71 broom clean vacant and free of all occupants and rights of possession 8 Risk of Loss 81 The provisions of General Obligations Law Section 5-1311 as modified herein shall apply to this transaction as if it were a sale of realty For purposes of this paragraph the term Unit includes built-in Personalty 82 Destruction shall be deemed material under GOL 5-1311 if the reasonably estimated cost to restore the Unit shall exceed 5 of the Purchase Price 83 In the event of any destruction of the Unit or the Premises when neither legal title nor the possession of the Unit has been transferred to Purchaser Seller shall give Notice of the loss to Purchaser (Loss Notice) by the earlier of the date of Closing or 7 business days after the date of the loss 84 If there is material destruction of the Unit without fault of Purchaser this Contract shall be deemed canceled in accordance with para 163 unless Purchaser elects by Notice to Seller to complete the purchase with an abatement of the Purchase Price or 85 Whether or not there is any destruction of the Unit if without fault of Purchaser more than 10 of the units in the Premises are rendered uninhabitable or reasonable access to the Unit is not available then Purchaser shall have the right to cancel this Contract in accordance with para 163 by Notice to Seller 86 Purchasers Notice pursuant to para 84 or para 85 shall be given within 7 business days following the giving of the Loss Notice except that if Seller does not give a Loss Notice Purchasers Notice may be given at any time at or prior to Closing 87 In the event of any destruction of the Unit Purchaser shall not be entitled to an abatement of the Purchase Price (i) that exceeds the reasonably estimated cost of repair and restoration or (ii) for any loss that the Corporation is obliged to repair or restore but Seller shall assign to Purchaser without recourse Sellers claim if any against the Corporation with respect to such loss 9 Closing Location The Closing shall be held at the location designated by the Corporation or if no such designation is made at the office of Sellers Attorney 10 Closing 101 At Closing Seller shall deliver or cause to be delivered 1011 Sellers certificate for the Shares duly endorsed for transfer to Purchaser or accompanied by a separate duly executed stock power to Purchaser and in either case with any guarantee of Sellers signature required by the Corporation 1012 Sellers counterpart original of the Lease all assignments and assumptions in the chain of title and a duly executed assignment thereof to Purchaser in the form required by the Corporation 1013 FIRPTA documents required by para 25 1014 keys to the Unit building entrance(s) and if applicable garage mailbox storage unit and any locks in the Unit 1015 if requested an assignment to Purchaser of Sellers interest in the Personalty and Included Interests 1016 any documents and payments to comply with para 152 1017 If Seller is unable to deliver the documents required in para 1011 or 1012 then Seller shall deliver or cause to be delivered all documents and payments required by the Corporation for the issuance of anew certificate for the Shares or a new Lease 102 At Closing Purchaser shall 1021 pay the Balance in accordance with para 222 1022 execute and deliver to Seller and the Corporation an agreement assuming the Lease in the form required by the Corporation and 1023 if requested by the Corporation execute and deliver counterparts of a new lease substantially the same as the Lease for the balance of the Lease term in which case the Lease shall be canceled and surrendered to the Corporation together with Sellers assignment thereof to Purchaser
103 At Closing the Parties shall complete and execute all documents necessary 1031 for Internal Revenue Service (IRS) form 1099-S or other similar requirements 1032 to comply with smoke detector requirements and any applicable transfer tax filings and 1033 to transfer Sellers interest if any in and to the Personalty and Included Interests 104 Purchaser shall not be obligated to close unless at Closing the Corporation delivers 1041 to Purchaser a new certificate for the Shares in the name of Purchaser and 1042 a written statement by an officer or authorized agent of the Corporation consenting to the transfer of the Shares and Lease to Purchaser and setting forth the amounts of and payment status of all sums owed by Seller to the Corporation including Maintenance and any Assessments and the dates to which each has been paid 11 Closing Fees Taxes and Apportionments 11 1 At or prior to Closing 1111 Seller shall pay if applicable 11111 the cost of stock transfer stamps and 11112 transfer taxes except as set forth in para 11122 1112 Purchaser shall pay if applicable 11121 any fee imposed by the Corporation relating to Purchasers financing and 11122 transfer taxes imposed by statute primarily on Purchaser (eg the mansion tax) 112 The Flip Tax if any shall be paid by the Party specified in para 119 113 Any fee imposed by the Corporation and not specified in this Contract shall be paid by the Party upon whom such fee is expressly imposed by the Corporation and if no Party is specified by the Corporation then such fee shall be paid by Seller 114 The Parties shall apportion as of 1159 PM of the day preceding the Closing the Maintenance and any other periodic charges due the Corporation (other than Assessments) and STAR Tax Exemption (if the Unit is the beneficiary of same) based on the number of the days in the month of Closing 115 Assessments whether payable in a lump sum or installments shall not be apportioned but shall be paid by the Party who is the owner of the Shares on the date specified by the Corporation for payment Purchaser shall pay any installments payable after Closing provided Seller had the right and elected to pay the Assessment in installments 116 Each Party shall timely pay any transfer taxes for which it is primarily liable pursuant to law by cashiers official bank certified or attorneys escrow check This para 116 shall survive Closing 117 Any computational errors or omissions shall be corrected within 6 months after Closing This para 117 shall survive Closing 12 Broker 121 Each Party represents that such Party has not dealt with any person acting as a broker whether licensed or unlicensed in connection with this transaction other than the Broker(s) named in para 15 122 Seller shall pay the Brokers commission pursuant to a separate agreement The Broker(s) shall not be deemed to be a third-party beneficiary of this Contract 123 This para 12 shall survive Closing cancellation or termination of this Contract 13 Defaults Remedies and Indemnities 131 In the event of a default or misrepresentation by Purchaser Sellers sole and exclusive remedies shall be to cancel this Contract retain the Contract Deposit as liquidated damages and if applicable Seller may enforce the indemnity in para 133 as to brokerage commission or sue under para 134 Purchaser prefers to limit Purchasers exposure for actual damages to the amount of the Contract Deposit which Purchaser agrees constitutes a fair and reasonable amount of compensation for Sellers damages under the circumstances and is not a penalty The principles of real property law shall apply to this liquidated damages provision 132 In the event of a default or misrepresentation by Seller Purchaser shall have such remedies as Purchaser is entitled to at law or in equity including
specific performance because the Unit and possession thereof cannot be duplicated 133 Subject to the provisions of para 43 each Party indemnifies and holds harmless the other against and from any claim judgment loss liability cost or expense resulting from the indemnitors breach of any of its representations or covenants stated to survive Closing cancellation or termination of this Contract Purchaser indemnifies and holds harmless Seller against and from any claim judgment loss liability cost or expense resulting from the Lease obligations accruing from and after the Closing Each indemnity includes without limitation reasonable attorneys fees and disbursements court costs and litigation expenses arising from the defense of any claim and enforcement or collection of a judgment under this indemnity provided the indemnitee is given Notice and opportunity to defend the claim This para 133 shall survive Closing cancellation or termination of this Contract 134 In the event any instrument for the payment of the Contract Deposit fails of collection Seller shall have the right to sue on the uncollected instrument In addition such failure of collection shall be a default under this Contract provided Seller gives Purchaser Notice of such failure of collection and within 3 business days after Notice is given Escrowee does not receive from Purchaser an unendorsed good certified check bank check or immediately available funds in the amount of the uncollected funds Failure to cure such default shall entitle Seller to the remedies set forth in Paragraph 131 and to retain all sums as may be collected andor recovered 14 Entire Agreement Modification 141 All prior oral or written representations understandings and agreements had between the Parties with respect to the subject matter of this Contract and with the Escrowee as to para 27 are merged in this Contract which alone fully and completely expresses the Parties and Escrowees agreement 142 The Attorneys may extend in writing any of the time limitations stated in this Contract Any other provision of this Contract may be changed or waived only in writing signed by the Party or Escrowee to be charged 15 Removal of Liens and Judgments 151 Purchaser shall deliver or cause to be delivered to Seller or Sellers Attorney not less than 10 calendar days prior to the Scheduled Closing Date a Lien and Judgment search except that Liens or Judgments first disclosed in a continuation search shall be reported to Seller within 2 business days after receipt thereof but not later than the Closing Seller shall have the right to adjourn the Closing pursuant to para 16 to remove any such Liens and Judgments Failure by Purchaser to timely deliver such search or continuation search shall not constitute a waiver of Sellers covenants in para 4 as to Liens and Judgments However if the Closing is adjourned solely by reason of untimely delivery of the Lien and Judgment search the apportionments under Paragraph 113 shall be made as of 1159 PM of the day preceding the Scheduled Closing Date in para 115 152 Seller at Sellers expense shall obtain and deliver to the Purchaser the documents and payments necessary to secure the release satisfaction termination and discharge or removal of record of any Liens and Judgments Seller may use any portion of the Purchase Price for such purposes 153 This para 15 shall survive Closing 16 Sellers Inability 161 If Seller shall be unable to transfer the items set forth in para 21 in accordance with this Contract for any reason other than Sellers failure to make a required payment or other willful act or omission then Seller shall have the right to adjourn the Closing for periods not exceeding 60 calendar days in the aggregate but not extending beyond the expiration of Purchasers Loan Commitment Letter if para 1201 or 1202 applies 162 If Seller does not elect to adjourn the Closing or (if adjourned) on the adjourned date of Closing Seller is still unable to perform then unless Purchaser elects to proceed with the Closing without abatement of the Purchase Price either Party may cancel this Contract on Notice to the other Party given at any time thereafter 163 In the event of such cancellation the sole liability of Seller shall be to cause the Contract Deposit to be refunded to Purchaser and to reimburse Purchaser for the actual costs incurred for Purchases lien and title search if any
17 Notices and Contract Delivery 171 Any notice or demand (Notice) shall be in writing and delivered either by hand overnight delivery or certified or registered mail return receipt requested to the Party or and simultaneously in like manner to such Partys Attorney if any and to Escrowee at their respective addresses or to such other address as shall hereafter be designated by Notice given pursuant to this para 17 172 The Contract may be delivered as provided in para 171 or by ordinary mail 173 The Contract or each Notice shall be deemed given and received 1731 on the day delivered by hand 1732 on the business day following the date sent by overnight delivery 1733 on the 5th business day following the date sent by certified or registered mail or 1734 as to the Contract only 3 business days following the date of ordinary mailing 174 A Notice to Escrowee shall be deemed given only upon actual receipt by Escrowee 175 The Attorneys are authorized to give and receive any Notice on behalf of their respective clients 176 Failure or refusal to accept a Notice shall not invalidate the Notice 177 Notice pursuant to parapara 222 and 134 may be delivered by confirmed facsimile to the Partys Attorney and shall be deemed given when transmission is confirmed by senders facsimile machine 18 Financing Provisions 181 The provisions of parapara 181 and 182 are applicable only if para 1201 or 1202 applies 1811 An Institutional Lender is any of the following that is authorized under Federal or New York State law to issue a loan secured by the Shares and Lease and is currently extending similarly secured loan commitments in the county in which the Unit is located a bank savings bank savings and loan association trust company credit union of which Purchaser is a member mortgage banker insurance company or governmental entity 1812 A Loan Commitment Letter is a written offer from an Institutional Lender to make a loan on the Financing Terms (see para 1 2 1) at prevailing fixed or adjustable interest rates and on other customary terms generally being offered by Institutional Lenders making cooperative share loans An offer to make a loan conditional upon obtaining an appraisal satisfactory to the Institutional Lender shall not become a Loan Commitment Letter unless and until such condition is met An offer conditional upon any factor concerning Purchaser (eg sale of current home payment of outstanding debt no material adverse change in Purchasers financial condition etc) is a Loan Commitment Letter whether or not such condition is met Purchaser accepts the risk that and cannot cancel this Contract if any condition concerning Purchaser is not met 182 Purchaser directly or through a mortgage broker registered pursuant to Article 12-D of the Banking Law shall diligently and in good faith 1821 apply only to an Institutional Lender for a loan on the Financing Terms (see para 121) on the form required by the Institutional Lender containing truthful and complete information and submit such application together with such documents as the Institutional Lender requires and pay the applicable fees and charges of the Institutional Lender all of which shall be performed within 5 business days after the Delivery Date 1822 promptly submit to the Institutional Lender such further references data and documents requested by the Institutional Lender and 1823 accept a Loan Commitment Letter meeting the Financing Terms and comply with all requirements of such Loan Commitment Letter (or any other loan commitment letter accepted by Purchaser) and of the Institutional Lender in order to close the loan and 1824 furnish Seller with a copy of the Loan Commitment Letter promptly after Purchasers receipt thereof 1825 Purchaser is not required to apply to more than one Institutional Lender 183 If Paragraph 1201 applies then 1831 provided Purchaser has complied with all applicable provisions of para 182 and this para 183 Purchaser may cancel this Contract as set forth below if
18311 any Institutional Lender denies Purchasers application in writing prior to the Loan Commitment Date (see Paragraph 121) or 18312 a Loan Commitment Letter is not issued by the Institutional Lender on or before the Loan Commitment Date or 18313 any requirement of the Loan Commitment Letter other than one concerning Purchaser is not met (eg failure of the Corporation to execute and deliver the Institutional Lenders recognition agreement or other document financial condition of the Corporation owner occupancy quota etc) or 18314 (i) the Closing is adjourned by Seller or the Corporation for more than 30 business days from the Scheduled Closing Date and (ii) the Loan Commitment Letter expires on a date more than 30 business days after the Scheduled Closing Date and before the new date set for Closing pursuant to this para and (iii) Purchaser is unable in good faith to obtain from the Institutional Lender an extension of the Loan Commitment Letter or a new Loan Commitment Letter on the Financing Terms without paying additional fees to the Institutional Lender unless Seller agrees by Notice to Purchaser within 5 business days after receipt of Purchasers Notice of cancellation on such ground that Seller will pay such additional fees and Seller pays such fees when due Purchaser may not object to an adjournment by Seller for up to 30 business days solely because the Loan Commitment Letter would expire before such adjourned Closing date 1832 Purchaser shall deliver Notice of cancellation to Seller within 5 business days after the Loan Commitment Date if cancellation is pursuant to para 18311 or 18312 and on or prior to the Scheduled Closing Date if cancellation is pursuant to para 18313 or 18314 1833 If cancellation is pursuant to Paragraph 18311 then Purchaser shall deliver to Seller together with Purchasers Notice a copy of the Institutional Lenders written denial of Purchasers loan application If cancellation is pursuant to para 18313 then Purchaser shall deliver to Seller together with Purchasers Notice evidence that a requirement of the Institutional Lender was not met 1834 Seller may cancel this Contract by Notice to Purchaser sent within 5 days after the Loan Commitment Date if Purchaser shall not have sent by then either (i) Purchasers Notice of cancellation or (ii) a copy of the Loan Commitment Letter to Seller which cancellation shall become effective if Purchaser does not deliver a copy of such Loan Commitment Letter to Seller within 10 business days after the Loan Commitment Date 1835 Failure by either Purchaser or Seller to deliver Notice of cancellation as required by this para 183 shall constitute a waiver of the right to cancel under this para 183 1836 If this Contract is canceled by Purchaser pursuant to this para 183 then thereafter neither Party shall have any further rights against or obligations or liabilities to the other by reason of this Contract except that the Contract Deposit shall be promptly refunded to Purchaser and except as set forth in para 12 If this Contract is canceled by Purchaser pursuant to para 18314 then Seller shall reimburse Purchaser for any non-refundable financing and inspection expenses and other sums reimbursable pursuant to para 16 1837 Purchaser cannot cancel this Contract pursuant to 18314 and cannot obtain a refund of the Contract Deposit if the Institutional Lender fails to fund the loan 18371 because a requirement of the Loan Commitment Letter concerning Purchaser is not met (eg Purchasers financial condition or employment status suffers an adverse change Purchaser fails to satisfy a condition relating to the sale of an existing residence etc) or 18372 due to the expiration of a Loan Commitment Letter issued with an expiration date that is not more than 30 business days after the Scheduled Closing Date 19 SingularPlural and JointSeveral The use of the singular shall be deemed to include the plural and vice versa whenever the context so requires If more than one person constitutes Seller or Purchaser their obligations as such Party shall be joint and several 20 No Survival No representation andor covenant contained herein shall survive Closing except as expressly provided Payment of the Balance shall constitute a discharge and release by Purchaser of all of Sellers obligations hereunder except those expressly stated to survive Closing 21 Inspections
Purchaser and Purchasers representatives shall have the right to inspect the Unit within 48 hours prior to Closing and at other reasonable times upon reasonable request to Seller 22 Governing Law and Venue This Contract shall be governed by the laws of the State of New York without regard to principles of conflict of laws Any action or proceeding arising out of this Contract shall be brought in the county or Federal district where the Unit is located and the Parties hereby consent to said venue 23 No Assignment by Purchaser Death of Purchaser 231 Purchaser may not assign this Contract or any of Purchasers rights hereunder Any such purported assignment shall be null and void 232 This Contract shall terminate upon the death of all persons comprising Purchaser and the Contract Deposit shall be refunded to the Purchaser Upon making such refund and reimbursement neither Party shall have any further liability or claim against the other hereunder except as set forth in para 12 24 Cooperation of Parties 241 The Parties shall each cooperate with the other the Corporation and Purchasers Institutional Lender and title company if any and obtain execute and deliver such documents as are reasonably necessary to consummate this sale 242 The Parties shall timely file all required documents in connection with all governmental filings that are required by law Each Party represents to the other that its statements in such filings shall be true and complete This para 242 shall survive Closing 25 FIRPTA The parties shall comply with IRC sectsect 897 1445 and the regulations thereunder as same may be amended (FIRPTA) If applicable Seller shall execute and deliver to purchaser at Closing a Certification of Non-Foreign Status (CNS) or deliver a Withholding Certificate from the IRS If Seller fails to deliver a CNS or a Withholding Certificate Purchaser shall withhold from the Balance and remit to the IRS such sum as may be required by law Seller hereby waives any right of action against Purchaser on account of such withholding and remittance This para 25 shall survive Closing 26 Additional Requirements 261 Purchaser shall not be obligated to close unless all of the following requirements are satisfied at the time of the Closing 2611 the Corporation is in good standing 2612 the Corporation has fee or leasehold title to the Premises whether or not marketable or insurable and 2613 there is no pending in rem action tax certificatelien sale or foreclosure action of any underlying mortgage affecting the Premises 262 If any requirement in para 261 is not satisfied at the time of the Closing Purchaser shall give Seller Notice and if the same is not satisfied within a reasonable period of time thereafter then either Party may cancel this Contract (pursuant to para 163) by Notice 27 Escrow Terms 271 The Contract Deposit shall be deposited by Escrowee in an escrow account as set forth in para 124 and the proceeds held and disbursed in accordance with the terms of this Contract At Closing the Contract Deposit shall be paid by Escrowee to Seller If the Closing does not occur and either Party gives Notice to Escrowee demanding payment of the Contract Deposit Escrowee shall give prompt Notice to the other Party of such demand If Escrowee does not receive a Notice of objection to the proposed payment from such other Party within 10 business days after the giving of Escrowees Notice Escrowee is hereby authorized and directed to make such payment to the demanding party If Escrowee does receive such a Notice of objection within said period or if for any reason Escrowee in good faith elects not to make such payment Escrowee may continue to hold the Contract Deposit until otherwise directed by a joint Notice by the Parties or a final non-appealable judgment order or decree of a court of competent jurisdiction However Escrowee shall have the right at any time to deposit the Contract Deposit and the interest thereon if any with the clerk of a court in the county as set forth in para 22 and shall give Notice of such deposit to each Party Upon disposition of the Contract Deposit and
interest thereon if any in accordance with this para 27 Escrowee shall be released and discharged of all escrow obligations and liabilities 272 The Party whose Attorney is Escrowee shall be liable for loss of the Contract Deposit If the Escrowee is Sellers attorney then Purchaser shall be credited with the amount of the contract Deposit at Closing 273 Escrowee will serve without compensation Escrowee is acting solely as a stakeholder at the Parties request and for their convenience Escrowee shall not be liable to either Party for any act or omission unless it involves bad faith willful disregard of this Contract or gross negligence In the event of any dispute Seller and Purchaser shall jointly and severally (with right of contribution) defend (by attorneys selected by Escrowee) indemnify and hold harmless Escrowee from and against any claim judgment loss liability cost and expenses incurred in connection with the performance of Escrowees acts or omissions not involving bad faith willful disregard of this Contract or gross negligence This indemnity includes without limitation reasonable attorneys fees either paid to retain attorneys or representing the fair value of legal services rendered by Escrowee to itself and disbursements court costs and litigation expenses 274 Escrowee acknowledges receipt of the Contract Deposit by check subject to collection
275 Escrowee agrees to the provisions of this para 27 276 If Escrowee is the Attorney for a Party Escrowee shall be permitted to represent such Party in any dispute or lawsuit 277 This para 27 shall survive Closing cancellation or termination of this Contract 28 Margin Headings The margin headings do not constitute part of the text of this Contract 29 Miscellaneous This Contract shall not be binding unless and until Seller delivers a fully executed counterpart of this Contract to Purchaser (or Purchasers Attorney) pursuant to para 172 and 173 This Contract shall bind and inure to the benefit of the Parties hereto and their respective heirs personal and legal representatives and successors in interest 30 Lead Paint If applicable the complete and fully executed Disclosure of Information on Lead Based Paint and or Lead-Based Paint Hazards is attached hereto and made a part hereof
In Witness Whereof the Parties hereto have duly executed this Contract as of the date first above written
ESCROW TERMS AGREED TO SELLER PURCHASER GIDDINS CLAMAN LLP ESCROWEE
Rider to and Part of Contract of Sale Between as Seller and as Purchaser for Unit at New York NY
31 Purchasers Additional Representations and Covenants 3 11 Supplementing para 42 of the Contract Purchaser also represents and covenants that 3111 Purchaser has and will at Closing have available unencumbered cash and cash equivalents (including publicly traded securities) in a sum at least equal to (and having a then current value of) the Balance and 3112 Purchaser has and will at and immediately following the Closing have a positive net worth 312 the Maintenance and the monthly amount of the Assessment (if any) do not aggregate more than 25 of the current total gross monthly income of the individuals comprising the Purchaser
313 (if para 1201 or para 1202 applies) the monthly debt service (interest and amortization of principal if any) of the proposed financing together with the Maintenance and the monthly Assessment amount (if any) do not aggregate more than 35 of said current total gross monthly income 32 Supplementing paragraph 4 1 Seller has no actual knowledge of a material default or condition which the Lessee is required to cure under the Lease and which remains uncured If prior to Closing Seller acquires knowledge of a such default or condition which the Lessee would be required to cure then Seller shall cure same at or prior to Closing This provision shall not survive closing
The Parties have duly executed this Rider as of the same date as the Contract SELLER PURCHASER ______________________________ _______________________________
Note This form is intended to deal with matters common to most transactions
involving the sale of a condominium unit Provisions should be added altered or
deleted to suit the circumstances of a particular transaction No representation is
made that this form of contract complies with Section 5-702 of the General
Obligations Law (ldquoPlain Language Lawrdquo)
CONSULT YOUR LAWYER BEFORE SIGNING THIS AGREEMENT
Contract of Sale - Condominium Unit
Agreement made as of 2010 between residing at Street Apt
New York NY (ldquoSellerrdquo) and residing at (ldquoPurchaserrdquo)
1 Unit Seller agrees to sell and convey and Purchaser agrees to purchase Unit
No (ldquoUnitrdquo) in the building (ldquoBuildingrdquo) known as Condominium
(ldquoCondominiumrdquo) and located at New York NY New York together with a
XXXXX percent undivided interest in the Common Elements (as defined in para 6)
appurtenant thereto all upon and subject to the terms and conditions set forth herein The
Unit shall be as designated in the Declaration of Condominium Ownership (as the same
may be amended from time to time the ldquoDeclarationrdquo) of the Condominium recorded in
New York County New York or the By-Laws (as the same may be amended from time
to time the ldquoBy-Lawsrdquo) of the Condominium
2 Personal Property (a) The sale includes all of Sellerrsquos right title and
interest if any in and to
(i) the refrigerators freezers ranges ovens built-in microwave
ovens dishwashers washing machines clothes dryers cabinets and counters lighting
and plumbing fixtures chandeliers air conditioning equipment venetian blinds shades
screens storm windows and other window treatments wall-to-wall carpeting
bookshelves switchplates door hardware and mirrors built-ins and articles of property
and fixtures attached to or appurtenant to the Unit except those listed in subpara 2(b) all
of which included property and fixtures are represented to be owned by Seller free and
clear of all liens and encumbrances other than those encumbrances (ldquoPermitted
Exceptionsrdquo) set forth on Schedule A annexed hereto and made a part hereof (strike out
inapplicable items) to the extent any of the foregoing exist in the Unit on the date
hereof and
- 2 -
(ii)
(b) Excluded from this sale are
(i) furniture and furnishings (other than as specifically provided
in this Contract) and
(ii)
(c) The property referred to in subpara 2(a)(i) and (ii) may not be
purchased if title to the Unit is not conveyed hereunder
3 Purchase Price (a) The purchase price (ldquoPurchase Pricerdquo) is $
payable as follows
(i) $ (ldquoDownpaymentrdquo) on the signing of this Contract by
good check subject to collection the receipt of which is hereby acknowledged to be held
in escrow pursuant to para 16 and
(ii) $ constituting the balance of the Purchase Price by
certified check of Purchaser or official bank check (except as otherwise provided in this
Contract) on the delivery of the deed as hereinafter provided
(b) All checks in payment of the Purchase Price shall represent United
States currency and be drawn on or issued by a bank or trust company authorized to
accept deposits in New York State All checks in payment of the Downpayment shall be
payable to the order of Escrowee (as hereinafter defined) All checks in payment of the
balance of the Purchase Price shall be payable to the order of Seller (or as Seller
otherwise directs pursuant to subparas 6(a)(viii) or 18(b))
(c) Except for the Downpayment and checks aggregating not more than
one-half of one percent of the Purchase Price One Thousand Dollars ($100000)
including payment for closing adjustments all checks delivered by Purchaser shall be
certified or official bank checks as hereinabove provided
4 Closing of Title The closing documents referred to in para 6 shall be
delivered and payment of the balance of the Purchase Price shall be made at the closing
of title (ldquoClosingrdquo) to be held on or about at AM at the offices of
Giddins Claman LLP 675 Third Avenue 29th
Floor New York NY or at the office
of Purchaserrsquos lending institution or its counsel provided however that such office is
located in either the City or County in which either (a) Sellerrsquos attorney maintains an
office or (b) the Unit is located
5 Representations Warranties and Covenants Seller represents warrants
and covenants that
- 3 -
(a) Seller is the sole owner of the Unit and the property referred to in
subpara 2(a) and Seller has the full right power and authority to sell convey and transfer
the same
(b) The common charges (excluding separately billed utility charges) for
the Unit on the date hereof are $xxxxx per month
(c) Seller has not received any written notice of any intended assessment
or increase in common charges not reflected in subpara 5(b) Purchaser acknowledges
that it will not have the right to cancel this Contract in the event of the imposition of any
assessment or increase in common charges after the date hereof of which Seller has not
heretofore received written notice
(d) The real estate taxes for the Unit for the fiscal year of ________
through ________ are $_________ Purchaser may verify the real estate taxes on the
website of the New York City Department of Finance A printout from the website
is attached
(e) Seller is not a ldquosponsorrdquo or a nominee of a ldquosponsorrdquo under any plan of
condominium organization affecting the Unit
(f) All refrigerators freezers ranges dishwashers washing machines
clothes dryers and air conditioning equipment included in this sale will be in working
order at the time of Closing
(g) If a copy is attached to this Contract the copy of the Certificate of
Occupancy covering the Unit is a true and correct copy and
(h) Seller is not a ldquoforeign personrdquo as defined in para 17 (If inapplicable
delete and provide for compliance with Code Withholding Section as defined in para
17)
6 Closing Documents (a) At the Closing Seller shall deliver to Purchaser the
following
(i) Bargain and sale deed With covenant against grantorrsquos acts
(ldquoDeedrdquo) complying with RPL sect 339-o and containing the covenant required by LL sect
13(5) conveying to Purchaser title to the Unit together with its undivided interest in the
Common Elements (as such term is defined in the Declaration and which term shall be
deemed to include Sellerrsquos right title and interest in any limited common elements
attributable to or used in connection with the Unit) appurtenant thereto free and clear of
all liens and encumbrances other than Permitted Exceptions The Deed shall be executed
and acknowledged by Seller and if requested by the Condominium executed and
acknowledged by Purchaser in proper statutory form for recording
- 4 -
(ii) If a corporation and if required pursuant to BCL sect 909 Seller
shall deliver to Purchaser (1) a resolution of its board of directors authorizing the delivery
of the Deed and (2) a certificate executed by an officer of such corporation certifying as
to the adoption of such resolution and setting forth facts demonstrating that the delivery
of the Deed is in conformity with the requirements of BCL sect 909 The Deed shall also
contain a recital sufficient to establish compliance with such law
(iii) A waiver of right of first refusal of the board of managers of
the Condominium (ldquoBoardrdquo) if required in accordance with para 8
(iv) A statement by the Condominium or its managing agent that
the common charges and any assessments then due and payable the Condominium have
been paid to the date of the Closing
(v) All keys to the doors of and mailbox for the Unit
(vi) Such affidavits andor other evidence as the title company
(ldquoTitle Companyrdquo) from which Purchaser has ordered a title insurance report and which
is authorized to do business in New York State shall reasonably require in order to omit
from its title insurance policy all exceptions for judgments bankruptcies or other returns
against Seller and persons or entities whose names are the same as or are similar to
Sellerrsquos name
(vii) New York City Real Property Transfer Tax Return if
applicable and New York State Real Estate Transfer Tax Return prepared executed and
acknowledged by Seller in proper form for submission
(viii) Checks in payment of all applicable real property transfer
taxes except a transfer tax which by law is primarily imposed on the purchaser
(ldquoPurchaser Transfer Taxrdquo) due in connection with the sale In lieu of delivery of such
checks Seller shall have the right upon reasonable prior notice to Purchaser to cause
Purchaser to deliver said checks at the Closing and to credit the amount thereof against
the balance of the Purchase Price Seller shall pay the additional transfer taxes if any
payable after the Closing by reason of the conveyance of the Unit which obligation shall
survive the Closing
(ix) Certification that Seller is not a foreign person pursuant to
para 17 or a withholding certificate from the Internal Revenue Service (If inapplicable
delete and provide for compliance with Code Section as defined in para 17) and
(x) Affidavit that a single station smoke detecting alarm device is
installed pursuant to New York Executive Law sect378(5)
(b) At the Closing Purchaser shall deliver to Seller the following
- 5 -
(i) Checks in payment of (y) the balance of the Purchase Price in
accordance with subpara 3(b) and (z) any Purchaser Transfer Tax
(ii) If required by the Declaration or By-Laws power of attorney
to the Board prepared by Seller in the form required by the Condominium The power of
attorney shall be executed and acknowledged by Purchaser and after being recorded
shall be sent to the Condominium
(iii) New York City Real Property Transfer Tax Return executed
and acknowledged by Purchaser and an Affidavit in Lieu of Registration pursuant to New
York Multiple Dwelling Law each in proper form for submission if applicable and
(iv) If required New York State Equalization Return executed
and acknowledged by Purchaser in proper form for submission
(c) It is a condition of Purchaserrsquos obligation to close title hereunder that
(i) All notes or notices of violations of law or governmental
orders ordinances or requirements affecting the Unit and noted or issued by any
governmental department agency or bureau having jurisdiction which were noted or
issued on or prior to the date hereof shall have been cured by Seller
(ii) Any written notice to Seller from the Condominium (or its
duly authorized representative) that the Unit is in violation of the Declaration By-Laws
or rules and regulations of the Condominium shall have been cured and
(iii) The Condominium is a valid condominium created pursuant
to RPL Art 9-B and the Title Company will so insure
7 Closing Adjustments (a) The following adjustments shall be made as of
1159 PM of the day before the Closing
(i) Real estate taxes and water charges and sewer rents if
separately assessed on the basis of the fiscal period for which assessed except that if
there is a water meter with respect to the Unit apportionment shall be based on the last
available reading subject to adjustment after the Closing promptly after the next reading
is available provided however that in the event real estate taxes have not as of the date
of Closing been separately assessed to the Unit real estate taxes shall be apportioned on
the same basis as provided in the Declaration or By-Laws or in the absence of such
provision based upon the Unitrsquos percentage interest in the Common Elements
(ii) Common charges of the Condominium and
(iii) If fuel is separately stored with respect to the Unit only the
value of fuel stored with respect to the Unit at the price then charged by Sellerrsquos supplier
- 6 -
(as determined by a letter or certificate to be obtained by Seller from such supplier)
including any sales taxes
(b) If at the time of Closing the Unit is affected by an assessment which is
or may become payable in installments then for the purposes of this Contract only the
unpaid installments which are then due shall be considered due and are to be paid by
Seller at the Closing All subsequent installments at the time of Closing shall be the
obligation of Purchaser
(c) Any errors or omissions in computing closing adjustments shall be
corrected This subpara 7(c) shall survive the Closing
(d) If the Unit is located in the City of New York the ldquocustoms in respect
to title closingsrdquo recommended by The Real Estate Board of New York Inc as amended
and in effect on the date of Closing shall apply to the adjustments and other matters
therein mentioned except as otherwise provided herein
8 Right of First Refusal If so provided in the Declaration or By-Laws this
sale is subject to and conditioned upon the waiver of a right of first refusal to purchase
the Unit held by the Condominium and exercisable by the Board Seller agrees to give
notice promptly to the Board of the contemplated sale of the Unit to Purchaser which
notice shall be given in accordance with the terms of the Declaration and By-Laws and
Purchaser agrees to provide promptly all applications information and references
reasonably requested by the Board If the Board shall exercise such right of first refusal
Seller shall promptly refund to Purchaser the Downpayment (which term for all purposes
of this Contract shall be deemed to include interest if any earned thereon) and upon the
making of such refund this Contract shall be deemed cancelled and of no further force or
effect and neither party shall have any further rights against or obligations or liabilities
to the other by reason of this Contract If the Board shall fail to exercise such right of
first refusal within the time and in the manner provided for in the Declaration or By-Laws
or shall declare in writing its intention not to exercise such right of first refusal (a copy of
which writing shall be delivered to Purchaser promptly following receipt thereof) the
parties hereto shall proceed with this sale in accordance with the provisions of this
Contract
9 Processing Fee Seller shall at the Closing pay all fees and charges payable
to the Condominium (andor its managing agent) in connection with this sale and
customarily charged to Sellers by the Condominium including without limitation
any processing fee the legal fees if any of the Condominiumrsquos attorney in connection
with this sale and unless otherwise agreed to by Seller and Purchaser in writing all ldquoflip
taxesrdquo transfer or entrance fees or similar charges if any payable to or for the
Condominium or otherwise for the benefit of the Condominium unit owners which arise
by reason of this sale Purchaser shall pay all fees customarily charged to Purchasers
by the Condominium or Managing Agent
- 7 -
10 No Other Representations Purchaser has examined and is satisfied with the
Declaration By-Laws and rules and regulations of the Condominium or has waived the
examination thereof Purchaser has inspected the Unit its fixtures appliances and
equipment and the personal property if any included in this sale as well as the Common
Elements of the Condominium and knows the condition thereof and subject to subpara
5(f) agrees to accept the same ldquoas isrdquo ie in the condition they are in on the date hereof
subject to normal use wear and tear between the date hereof and the Closing Purchaser
has examined or waived examination of the last audited financial statements of the
Condominium and has considered or waived consideration of all other matters pertaining
to this Contract and to the purchase to be made hereunder and does not rely on any
representations made by any broker or by Seller or anyone acting or purporting to act on
behalf of Seller as to any matters which might influence or affect the decision to execute
this Contract or to buy the Unit or said personal property except those representations
and warranties which are specifically set forth in this Contract
11 Possession Seller shall prior to the Closing remove from the Unit all
furniture furnishings and other personal property not included in this sale shall repair
any damage caused by such removal and shall deliver exclusive possession of the Unit at
the Closing vacant broom-clean and free of tenancies or other rights of use or
possession
12 Access Seller shall permit Purchaser and its architect decorator or other
authorized persons to have the right of access to the Unit between the date hereof and the
Closing for the purpose of inspecting the same and taking measurements at reasonable
times and upon reasonable prior notice to Seller (by telephone or otherwise) Further
Purchaser shall have the right to inspect the Unit at a reasonable time during the 24-hour
period immediately preceding the Closing
13 Defaults and Remedies (a) If Purchaser defaults hereunder Sellerrsquos sole
remedy shall be to retain the Downpayment as liquidated damages it being agreed that
Sellerrsquos damages in case of Purchaserrsquos default might be impossible to ascertain and that
the Downpayment constitutes a fair and reasonable amount of damages under the
circumstances and is not a penalty
(b) If Seller defaults hereunder Purchaser shall have such remedies as
Purchaser shall be entitled to at law or in equity including but not limited to specific
performance
14 Notices Any notice request or other communication (ldquoNoticerdquo) given or
made hereunder (except for the notice required by para 12) shall be in writing and either
(a) sent by any of the parties hereto or their respective attorneys by registered or certified
mail return receipt requested postage prepaid or (b) delivered in person or by overnight
courier with receipt acknowledged to the address given at the beginning of this Contract
for the party to whom the Notice is to be given or to such other address for such party as
said party shall hereafter designate by Notice given to the other party pursuant to this
- 8 -
para 14 or (c) with respect to para 6(a)(viii) or para 18(b) sent by fax to the partyrsquos
attorney Each Notice mailed shall be deemed given on the third business day following
the date of mailing the same and each Notice delivered in person or by overnight courier
shall be deemed given when delivered A copy of each notice sent to a party shall also be
sent to the partyrsquos attorney Each notice sent by fax shall be deemed given when
transmission is confirmed by the senders fax machine The attorneys for the parties are
hereby authorized to give and receive on behalf of their clients all Notices and deliveries
15 Purchaserrsquos Lien The Downpayment and all other sums paid on account of
this Contract and the reasonable expenses of the examination of title to and departmental
violation searches in respect of the Unit are hereby made a lien upon the Unit but such
lien shall not continue after default by Purchaser hereunder
16 Downpayment in Escrow (a) Sellerrsquos attorney (ldquoEscroweerdquo) shall hold the
Downpayment in escrow in a segregated bank account at the depository identified at the
end of this Contract until Closing or sooner termination of this Contract and shall pay
over or apply the Downpayment in accordance with the terms of this para 16 Escrowee
shall hold the Downpayment in a(n) interest-bearing Escrow account for the benefit of
the parties If interest is held for the benefit of the parties it shall be paid to the party
entitled to the Downpayment and the party receiving the interest shall pay any income
taxes thereon If interest is not held for the benefit of the parties the Downpayment shall
be placed in an IOLA account or as otherwise permitted or required by law The Social
Security or Federal Identification numbers of the parties shall be furnished to Escrowee
upon request At Closing the Downpayment shall be paid by Escrowee to Seller If for
any reason Closing does not occur and either party gives Notice (as defined in paragraph
14) to Escrowee demanding payment of the Downpayment Escrowee shall give prompt
Notice to the other party of such demand If Escrowee does not receive Notice of
objection from such other party to the proposed payment within 10 business days after
the giving of such Notice Escrowee is hereby authorized and directed to make such
payment If Escrowee does receive such Notice of objection within such 10 day period or
if for any other reason Escrowee in good faith shall elect not to make such payment
Escrowee shall continue to hold such amount until otherwise directed by Notice from the
parties to this Contract or a final nonappealable judgment order or decree of a court
However Escrowee shall have the right at any time to deposit the Downpayment with the
clerk of a court in the county in which the Unit is located and shall give Notice of such
deposit to Seller and Purchaser Upon such deposit or other disbursement in accordance
with the terms of this para 16 Escrowee shall be relieved and discharged of all further
obligations and responsibilities hereunder
(b) The parties acknowledge that Escrowee is acting solely as a
stakeholder at their request and for their convenience and that Escrowee shall not be
liable to either party for any act or omission on its part unless taken or suffered in bad
faith or in willful disregard of this Contract or involving gross negligence on the part of
Escrowee Seller and Purchaser jointly and severally (with right of contribution) agree to
- 9 -
defend (by attorneys selected by Escrowee) indemnify and hold Escrowee harmless from
and against all costs claims and expenses (including reasonable attorneysrsquo fees) incurred
in connection with the performance of Escroweersquos 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 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 Escroweersquos agreement to the provisions of this para 16 by signing in
the place indicated in this Contract
(e) Escrowee or any member of its firm shall be permitted to act as
counsel for Seller in any dispute as to the disbursement of the Downpayment or any other
dispute between the parties whether or not Escrowee is in possession of the
Downpayment and continues to act as Escrowee
(f) The party whose attorney is Escrowee shall be liable for loss of the
Downpayment
17 FIRPTA Seller represents and warrants to Purchaser that Seller is not a
ldquoforeign personrdquo as defined in IRC sect 1445 as amended and the regulations issued
thereunder (ldquoCode Withholding Sectionrdquo) At the Closing Seller shall deliver to
Purchaser a certificate stating that Seller is not a foreign person in the form then required
by the Code Withholding Section or a withholding certificate from the Internal Revenue
Service In the event Seller fails to deliver the aforesaid certificate or in the event that
Purchaser is not entitled under the Code Withholding Section to rely on such certificate
Purchaser shall deduct and withhold from the Purchase Price a sum equal to 10 thereof
and shall at Closing remit the withheld amount with the required forms to the Internal
Revenue Service
18 Title Report Acceptable Title (a) Purchaser shall promptly after the date
hereof or after receipt of the mortgage commitment letter if applicable order a title
insurance report from the Title Company Promptly after receipt of the title report and
thereafter of any continuations thereof and supplements thereto Purchaser shall forward a
copy of each such report continuation or supplement to the attorney for Seller Purchaser
shall further notify Sellerrsquos attorney of any other objections to title not reflected in such
title report of which Purchaser becomes aware following the delivery of such report
reasonably promptly after becoming aware of such objections
(b) Any unpaid taxes assessments water charges and sewer rents
together with the interest and penalties thereon to a date not less than two days following
- 10 -
the date of Closing and any other liens and encumbrances which Seller is obligated to
pay and discharge or which are against corporations estates or other persons in the chain
of title together with the cost of recording or filing any instruments necessary to
discharge such liens and encumbrances of record may be paid out of the proceeds of the
monies payable at the Closing if Seller delivers to Purchaser at the Closing official bills
for such taxes assessments water charges sewer rents interest and penalties and
instruments in recordable form sufficient to discharge any other liens and encumbrances
of record Upon request made a reasonable time before the Closing Purchaser shall
provide at the Closing separate checks for the foregoing payable to the order of the holder
of any such lien charge or encumbrance and other wise complying with subpara 3(b) If
the Title Company is willing to insure Purchaser that such charges liens and
encumbrances will not be collected out of or enforced against the Unit and is willing to
insure the lien of Purchaserrsquos Institutional Lender (as hereinafter defined) free and clear
of any such charges liens and encumbrances then Seller shall have the right in lieu of
payment and discharge to deposit with the Title Company such funds or to give such
assurances or to pay such special or additional premiums as the Title Company may
require in order to so insure In such case the charges liens and encumbrances with
respect to which the Title Company has agreed so to insure shall not be considered
objections to title
(c) Seller shall convey and Purchaser shall accept fee simple title to the
Unit in accordance with the terms of this Contract subject only to (a) the Permitted
Exceptions and (b) such other matters as (i) the Title Company or any other title insurer
licensed to do business by the State of New York shall be willing without special or
additional premium to omit as exceptions to coverage or to except with insurance against
collection out of or enforcement against the Unit and (ii) shall be accepted by any lender
which has committed in writing to provide mortgage financing to Purchaser for the
purchase of the Unit (ldquoPurchaserrsquos Institutional Lenderrdquo) except that if such
acceptance by Purchaserrsquos Institutional Lender is unreasonably withheld or delayed such
acceptance shall be deemed to have been given
(d) Notwithstanding any contrary provisions in this Contract express or
implied or any contrary rule of law or custom if Seller shall be unable to convey the
Unit in accordance with this Contract (provided that Seller shall release discharge or
otherwise cure at or prior to Closing any matter created by Seller after the date hereof and
any existing mortgage unless this sale is subject to it) and if Purchaser elects not to
complete this transaction without abatement of the Purchase Price the sole obligation and
liability of Seller shall be to refund the Downpayment to Purchaser together with the
reasonable cost of the examination of title to and departmental violation searches in
respect of the Unit and upon the making of such refund and payment this Contract shall
be deemed cancelled and of no further force or effect and neither party shall have any
further rights against or obligations or liabilities to the other by reason of this Contract
However nothing contained in this subpara 18(d) shall be construed to relieve Seller
from liability due to a willful default
- 11 -
19 Risk of Loss Casualty (a) The risk of loss or damage to the Unit or the
personal property included in this sale by fire or other casualty until the earlier of the
Closing or possession of the Unit by Purchaser is assumed by Seller but without any
obligation of Seller to repair or replace any such loss or damage unless Seller elects to do
so as hereinafter provided Seller shall notify Purchaser of the occurrence of any such
loss or damage to the Unit or the personal property included in this sale within 10 days
after such occurrence or by the date of Closing whichever first occurs and by such
notice shall state whether or not Seller elects to repair or restore the Unit andor the
personal property as the case may be If Seller elects to make such repairs and
restorations Sellerrsquos notice shall set forth an adjourned date for the Closing which shall
be not more than 60 days after the date of the giving of Sellerrsquos notice If Seller either
does not elect to do so or having elected to make such repairs and restorations fails to
complete the same on or before said adjourned date for the Closing Purchaser shall have
the following options
(i) To declare this Contract cancelled and of no further force or
effect and receive a refund of the Downpayment in which event neither party shall
thereafter have any further rights against or obligations or liabilities to the other by
reason of this Contract or
(ii) To complete the purchase in accordance with this Contract
without reduction in the Purchase Price except as provided in the next sentence If Seller
carries hazard insurance covering such loss or damage Seller shall turn over to Purchaser
at the Closing the net proceeds actually collected by Seller under the provisions of such
hazard insurance policies to the extent that they are attributable to loss of or damage to
any property included in this sale less any sums theretofore expended by Seller in
repairing or replacing such loss or damage or in collecting such proceeds and Seller shall
assign (without recourse to Seller) Sellerrsquos right to receive any additional insurance
proceeds which are attributable to the loss of or damage to any property included in this
sale
(b) If Seller does not elect to make such repairs and restorations
Purchaser may exercise the resulting option under (i) or (ii) of (a) above only by notice
given to Seller within 10 days after receipt of Sellerrsquos notice If Seller elects to make such
repairs and restorations and fails to complete the same on or before the adjourned closing
date Purchaser may exercise either of the resulting options within 10 days after the
adjourned closing date
(c) In the event of any loss of or damage to the Common Elements which
materially and adversely affects access to or use of the Unit arising after the date of this
Contract but prior to the Closing Seller shall notify Purchaser of the occurrence thereof
within 10 days after such occurrence or by the date of Closing whichever occurs first in
which event Purchaser shall have the following options
- 12 -
(i) To complete the purchase in accordance with this Contract
without reduction in the Purchase Price or
(ii) To adjourn the Closing until the first to occur of (1)
completion of the repair and restoration of the loss or damage to the point that there is no
longer a materially adverse effect on the access to or use of the Unit or (2) the 60th day
after the date of the giving of Sellerrsquos aforesaid notice In the event Purchaser elects to
adjourn the Closing as aforesaid and such loss or damage is not so repaired and restored
within 60 days after the date of the giving of Sellerrsquos aforesaid notice then Purchaser
shall have the right either to (x) complete the purchase in accordance with this Contract
without reduction in the Purchase Price or (y) declare this Contract cancelled and of no
further force or effect and receive a refund of the Downpayment in which latter event
neither party shall thereafter have any further rights against or obligations or liabilities
to the other by reason of this Contract
(d) In the event of any loss of or damage to the Common Elements which
does not materially and adversely affect access to or use of the Unit Purchaser shall
accept title to the Unit in accordance with this Contract without abatement of the
Purchase Price
20 Internal Revenue Service Reporting Requirement Each party shall
execute acknowledge and deliver to the other party such instruments and take such other
actions as such other party may reasonably request in order to comply with IRC sect
6045(e) as amended or any successor provision or any regulations promulgated pursuant
thereto insofar as the same requires reporting of information in respect of real estate
transactions The provisions of this para 20 shall survive the Closing The parties
designate _________________________________ as the attorney responsible for
reporting this information as required by law
21 Broker Seller and Purchaser represent and warrant to each other that the only
real estate broker with whom they have dealt in connection with this Contract and the
transaction set forth herein is ______________________________ and that they know of
no other real estate broker who has claimed or may have the right to claim a commission
in connection with this transaction The commission of such real estate broker shall be
paid by Seller pursuant to separate agreement If no real estate broker is specified above
the parties acknowledge that this Contract was brought about by direct negotiation
between Seller and Purchaser and each represents to the other that it knows of no real
estate broker entitled to a commission in connection with this transaction Seller and
Purchaser shall indemnify and defend each other against any costs claims or expenses
(including reasonable attorneysrsquo fees) arising out of the breach on their respective parts of
any representation warranty or agreement contained in this para 21 The provisions of
this para 21 shall survive the Closing or if the Closing does not occur the termination of
this Contract
- 13 -
22 Mortgage Commitment Contingency (Delete paragraph if inapplicable) (a)
The obligation of Purchaser to purchase under this Contract is conditioned upon issuance
on or before ____________ days after a fully executed copy of this Contract is given to
Purchaser or Purchaserrsquos attorney in the manner set forth in paragraph 14 or
subparagraph 22(k) (the ldquoCommitment Daterdquo) 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 Purchasers sole cost and expense of $______________ for a term of at least _______
years (or such lesser sum or shorter term as Purchaser shall be willing to accept) at the
prevailing fixed or adjustable rate of interest and on other customary commitment terms
(the ldquoCommitmentrdquo) To the extent a Commitment is conditioned on the sale of
Purchaserrsquos current home payment of any outstanding debt no material adverse change
in Purchaserrsquos 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 Lenderrsquos approval of an appraisal shall not be deemed a ldquoCommitmentrdquo
hereunder until an appraisal is approved (and if that does not occur before the
Commitment Date Purchaser may cancel under subparagraph 22(e) unless the
Commitment Date is extended) Purchaserrsquos 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 Purchaserrsquos
election more than one Institutional Lender for such mortgage loan (ii) furnish accurate
and complete information regarding Purchaser and members of Purchaserrsquos 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 22(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 (ldquoMortgage Brokerrdquo) shall constitute full compliance with
the terms and conditions set forth in subparagraph 22(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 22
- 14 -
(e) If no Commitment is issued by the 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 22(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 22
(f) If this Contract is canceled by Purchaser pursuant to subparagraphs
22(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 21
(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 22(a) then Purchaser shall be deemed to have waived
Purchaserrsquos right to cancel this Contract and to receive a refund of the Downpayment by
reason of the contingency contained in this paragraph 22
(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 of its obligations under this
paragraph 22) and except as set forth in paragraph 21
(i) The attorneys for the parties are hereby authorized to give and receive
on behalf of their clients all Notices and deliveries under this paragraph 22
(j) For purposes of this Contract the term ldquoInstitutional Lenderrdquo 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
(k) For purposes of subparagraph (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
- 15 -
23 Gender Etc As used in this Contract the neuter includes the masculine and
feminine the singular includes the plural and the plural includes the singular as the
context may require
24 Entire Contract All prior understandings and agreements between Seller and
Purchaser are merged in this Contract and this Contract supersedes any and all
understandings and agreements between the parties and constitutes the entire agreement
between them with respect to the subject matter hereof
25 Captions The captions in this Contract are for convenience and reference
only and in no way define limit or describe the scope of this Contract and shall not be
considered in the interpretation of this Contract or any provision hereof
26 No Assignment by Purchaser Purchaser may not assign this Contract or any
of Purchaserrsquos rights hereunder
27 Successors and Assigns Subject to the provisions of para 26 the provisions
of this Contract shall bind and inure to the benefit of both Purchaser and Seller and their
respective distributees executors administrators heirs legal representatives successors
and permitted assigns
28 No Oral Changes This Contract cannot be changed or terminated orally Any
changes or additional provisions must be set forth in a rider attached hereto or in a
separate written agreement signed by both parties to this Contract
29 Contract Not Binding Until Signed This Contract shall not be binding or
effective until properly executed and delivered by Seller and Purchaser
30 Lead-Based Paint If applicable the complete and fully executed disclosure
of information on lead-based paint andor lead-based paint hazards is attached hereto and
made a part hereof
IN WITNESS WHEREOF the parties hereto have duly executed this Contract
on the day and year first above written
Seller Purchaser
_________________________________ ____________________________________
- 16 -
Agreed to as to para 16 ________________________________
Giddins Claman LLP Escrowee
Escrow Depository
Address
SCHEDULE A - Permitted Exceptions
1 Zoning laws and regulations and landmark historic or wetlands designation
which are not violated by the Unit and which are not violated by the Common Elements
to the extent that access to or use of the Unit would be materially and adversely affected
2 Consents for the erection of any structure or structures on under or above any
street or streets on which the Building may abut
3 The terms burdens covenants restrictions conditions easements and rules
and regulations set forth in the Declaration By-Laws and rules and regulations of the
Condominium the Power of Attorney from Purchaser to the board of managers of the
Condominium and the floor plans of the Condominium all as may be amended from time
to time
4 Rights of utility companies to lay maintain install and repair pipes lines
poles conduits cable boxes and related equipment on over and under the Building and
Common Elements provided that none of such rights imposes any monetary obligation
on the owner of the Unit or materially interferes with the use of or access to the Unit
5 Encroachments of stoops areas cellar steps trim cornices lintels window
sills awnings canopies ledges fences hedges coping and retaining walls projecting
from the Building over any street or highway or over any adjoining property and
encroachments of similar elements projecting from adjoining property over the Common
Elements
6 Any state of facts which an accurate survey or personal inspection of the
Building Common Elements or Unit would disclose provided that such facts do not
prevent the use of the Unit for dwelling purposes For the purposes of this Contract none
of the facts shown on the survey if any identified below shall be deemed to prevent the
use of the Unit for dwelling purposes and Purchaser shall accept title subject thereto
- 17 -
The survey referred to in No 6 above was prepared by
___________________________ dated _____________________ and last revised
____________________
7 The lien of any unpaid common charge real estate tax water charge sewer
rent or vault charge provided the same are paid or apportioned at the Closing as herein
provided
8 The lien of any unpaid assessments to the extent of installments thereof
payable after the Closing
9 Liens encumbrances and title conditions affecting the Common Elements
which do not materially and adversely affect the right of the Unit owner to use and enjoy
the Common Elements
10 Notes or notices of violations of law or governmental orders ordinances or
requirements (a) affecting the Unit and noted or issued subsequent to the date of this
Contract by any governmental department agency or bureau having jurisdiction and (b)
any such notes or notices affecting only the Common Elements which were noted or
issued prior to or on the date of this Contract or at any time hereafter
11 Any other matters or encumbrances subject to which Purchaser is required to
accept title to the Unit pursuant to this Contract
ABOUT THE SPEAKERS
Lisa Lippman Senior Vice President and Director was the 1 broker at Brown Harris Stevens in 2009 With 13 years of experience selling real estate Lisa specializes in the sale of high end cooperatives condominiums and townhomes throughout Manhattan As is clear from her record even in tough times Lisa manages to both sell and find homes for her clients
Other awards Lisa has won in the last few years include
middotWall Street Journal top 400-Lisa was 11 in the nation and 2 in Manhattan 2009middotWall Street Journal top 50 brokers in America 2007middotBrown Harris Stevens Westside Office Broker of the Year All Years 2006 - 2009 middotBrown Harris Stevens Westside Office Listing Broker of the Year 2007 2008 2009middotBrown Harris Stevens Largest New Development Deal of the Year 2009
Prior to becoming a real estate broker Lisa spent several years as a lawyer practicing litigation at two prestigious law firms She graduated from The University of Pennsylvania in 1986 and earned her law degree from Cardozo in 1990 Lisarsquos legal background affords her a keen understanding of the negotiation process as well as the complexities needed to complete the deal
A New York City resident for 24 years Lisa offers impeccable knowledge of the market as it applies across all neighborhoods She has lived downtown on the Upper East Side and has now resided on the Upper West Side for the past 14 years Additionally as the mother of three children Lisa is personally involved in the decisions all buyers face in choosing a neighborhood and a home
Lisa takes pride in being a straight-forward intelligent and honest broker She understands the individual needs of each client as well as their comfort with the purchase andor sale process Her listening talents combined with her unbeatable memory work ethic and negotiation skills allow her to service her buyers and sellers most effectively Lisa is also active in the New York community including the UJA and her childrenrsquos school All of this enables her to offer a well-rounded approach to navigating the New York real estate landscape bringing to life the nuances and charms that the City and its real estate market have to offer
LISA LIPPMANSenior Vice PresidentDirector
Lisa Lippman bull 212- 588-5606 bull fax 212-418-9733 bull llippmanbhsusacom
GIDDINS bull CLAMAN LLP
Attorneys at Law
675 THIRD AVENUE
29TH
FLOOR
NEW YORK NEW YORK 10017
(212)573-6703
FAX (212)949-1923 Paul M Giddins
Scott Claman
Giddins Claman LLP ndash Firm Biography
Giddins Claman LLP (formerly Giddins Claman amp Langs LLP) was
established in 1988 by Paul M Giddins formerly an Assistant District Attorney in
the New York County District Attorneyrsquos Office For over 20 years the firm has
specialized in real estate matters in the New York City metropolitan area with an
active transactional real estate practice Mr Giddins has specialized in residential
real estate during that time In addition to purchase sale and refinance transactions
Mr Giddins represents cooperative apartment boards of directors and condominium
boards of managers Mr Giddins also regularly gives lectures and seminars on real
estate matters for many of the prominent real estate brokerage firms in New York
Scott Claman has been in the practice of law in New York for over 26 years
and joined the firm as a member in 1996 having previously been a partner at a law
firm that specialized in the representation of cooperative apartment boards of
directors and condominium boards of managers Mr Claman is regularly engaged
in a variety of transactional real estate matters ranging from commercial leasing
mortgage financing and asset dispositions to individual apartment and house sales
In addition to individual and institutional owners of residential and commercial real
estate Mr Claman also represents cooperative apartment boards of directors and
condominium boards of managers and has given numerous lectures and seminars
on real estate matters for the Real Estate Board of New York and for many of the
prominent real estate brokerage firms in New York
Steven M Nachman serves as Of Counsel to the firm in connection with
commercial and general litigation matters Mr Nachman formerly associated with
the firm of Stroock amp Stroock amp Lavan has over 20 years of civil litigation
experience
Giddins Claman LLP is proud to provide our clients with the benefits of our
collective experience as seasoned litigators and transactional real estate specialists
while maintaining our personal commitment to represent our clients in a manner
associated with a smaller practice
ManhattanResidential Market Report
Fourth Quarter 2010
Manhattan Cooperatives and Condominiums
2 Fourth Quarter 2010
Average and Median Sale Price
Cooperative Average Sale Price
Condominium Average Sale Price
Cover Property BrownHarrisStevenscom WEB272151
Average Sale Price Median Sale Price
Prices for Manhattan apartments continued to edge upward
as their average sale price of $1432787 was 8 higher
than a year ago This marked the sixth straight quarter that
the average price has risen While the number of recorded
transactions fell 25 from a year ago the fourth quarter of 2009
was uncharacteristically busy due to pent-up demand after the
collapse of Lehman Brothers had frozen the market earlier that year
The average co-op price continued to rise sharply as
more buyers favored larger apartments compared to a year ago Two-bedroom and larger
units accounted for 45 of co-op sales up from 40 a year ago This helped push
the overall average co-op price up 17 from 2009rsquos fourth
quarter to $1158333
Condo prices averaged $1751219 during the fourth
quarter 1 higher than a year ago One-bedrooms posted the
biggest increase in average price rising 9 over the past year
to $844964
Studio 1-Bedroom 2-Bedroom 3+Bedroom All
4th Q 10 $342545 $593718 $1231116 $3150700 $1158333
3rd Q 10 $366086 $606444 $1206257 $3049980 $1156733
2nd Q 10 $356696 $597311 $1301392 $2872496 $1065814
1st Q 10 $334307 $587538 $1132150 $3098881 $1079195
4th Q 09 $345725 $585238 $1133967 $3001012 $990921
Studio 1-Bedroom 2-Bedroom 3+Bedroom All
4th Q 10 $495002 $844964 $1637638 $4567750 $1751219
3rd Q 10 $495876 $809514 $1596021 $3835376 $1724180
2nd Q 10 $464559 $840829 $1570772 $3922994 $1686690
1st Q 10 $529970 $819785 $1608375 $4250098 $1730415
4th Q 09 $554568 $772525 $1583362 $4574080 $1732362
Average Sale Price Median Sale Price
$1600000
$1400000
$1200000
$1000000
$800000
$400000
$600000
$1369883 $820000
1Q10
$1324504 $800000
4Q09
$1432787 $840000
4Q10
$1423378 $890000
3Q10
$1377135 $842779
2Q10
Fourth Quarter 2010 3
New Developments Lofts
Time on the Market
Excludes new developments and units listed over one year Based on the last asking price Excludes new developments
Average Price Per Square Foot
New development prices averaged $1099 per square foot 11 less than during the fourth quarter of 2009 This was due in part to an increase in the percent of new development sales in Northern Manhattan from 9 a year ago to 15 At $1052 the average price per square foot for loft apartments was 3 higher than during 2009rsquos fourth quarter
Apartments sold during the quarter spent an average of 113 days on the market 14 less time than a year ago Sellers received 955 of the last asking price up slightly from the fourth quarter of 2009
Asking Vs Selling Price
$700
$900
$1100
$1300 $1099
4Q10
$1238
4Q09
$1146
1Q10 2Q10
$1176
$700
$900
$1100
$1300 $1052
4Q10
$1017
4Q09
$1037
1Q10
$1066
2Q10
$1112
3Q10
$1077
3Q10
75 days
100 days
125 days
150 days 113
4Q10
132
4Q09
119
1Q10
112
2Q10
85
90
95
100 955
4Q10
954
4Q09
962
1Q10
97
3Q10
959
3Q10
966
2Q10
Generally 59th to 96th Street Fifth Avenue to the East River
Cooperative Condominium
East sidE
4 Fourth Quarter 2010
Average Price Per Square Foot
At an average of $1581971 prices for two-bedroom East Side
apartments were 14 higher than a year ago The average price fell
13 for three-bedroom and larger apartments due in part to 2 closings
of over $30 million a year ago inflating that figure Co-ops fared better than condos as the average
price per room rose for both prewar and postwar co-ops over the past year
while the average condo price per square foot fell
Average Price Per Room
4Q09 4Q10
Studio 1-Bedroom 2-Bedroom 3+Bedroom
Percent of Sales
4th Q 09 10 35 36 19
4th Q 10 11 39 28 22
Average Price
4th Q 09 $351462 $647300 $1383364 $4146087
4th Q 10 $355459 $647207 $1581971 $3605513
Change 1 0 14 -13
$100000
$300000
$150000
$200000
$250000
$350000
$400000
$50000
$200
$1000
$400
$600
$800
$1200
$1400
$0
Postwar
$204713 $210559
Prewar
$348425 $383335
4Q10
$1126
4Q09
$1168
Generally 59th to 110th Street Hudson River to West of Fifth Avenue
WEst sidE
Fourth Quarter 2010 5
Cooperative CondominiumAverage Price Per Room Average Price Per Square Foot
With the exception of studios prices rose for all other size categories of apartments on
the West Side led by a 21 gain in the average price for
three-bedroom and larger units This increase was helped by
535 West End Avenue whose three-bedroom closing prices averaged over $115 million
in the fourth quarter Co-ops remained strong as the average
price per room rose 21 for prewar and 12 for postwar co-ops on the West Side The average condo price per square
foot rose 3 to $1309 making the West Side the only
area where both co-op and condo prices were higher
than a year ago
4Q09 4Q10
Studio 1-Bedroom 2-Bedroom 3+Bedroom
Percent of Sales
4th Q 09 10 37 37 16
4th Q 10 8 33 38 21
Average Price
4th Q 09 $417466 $656421 $1326640 $3325062
4th Q 10 $391228 $766529 $1378920 $4030338
Change -6 17 4 21
$125000
$225000
$150000
$175000
$200000
$250000
$275000
$100000
$200
$1000
$400
$600
$800
$1200
$1400
$0
4Q09
$1267
4Q10
$1309
Prewar
$215967 $260653
Postwar
$189264 $212348
MidtoWn East Generally 34th to 59th Street Fifth Avenue to the East River
MidtoWn
MidtoWn WEst Generally 34th to 59th Street Hudson River to West of Fifth Avenue
6 Fourth Quarter 2010
Cooperative Condominium
Cooperative Condominium
Average Price Per Room Average Price Per Square Foot
Average Price Per Room Average Price Per Square Foot
A couple of high-end closings at The Plaza and One Beacon Court helped bring the average condo price per square foot 27 higher in the Midtown East market compared
to a year ago The average price per room fell 5 for prewar while rising
8 for postwar co-ops
The average price per square foot rose 12 for condos over the
past year in the Midtown West market A number of closings at The Sheffield and Platinum
helped bring up this figure The average price per room fell for
both prewar and postwar co-ops in this market compared
to a year ago
$175000
$100000
$125000
$150000
$200000
$225000
$1000
$250
$500
$750
$1250
$1500
4Q09 4Q10
$212198 $200857
Prewar
$188662 $204639
Postwar
$1171
4Q09
$1485
4Q10
$252044 $199029 $231213 $221850 $1180$1055
4Q10Prewar Postwar 4Q09
$1000
$250
$500
$750
$1250
$1500
4Q09 4Q10
$200000
$50000
$100000
$150000
$250000
$300000
Cooperative Condominium
Fourth Quarter 2010 7
Average Price Per Room Average Price Per Square Foot
South of 34th Street
doWntoWn
While the average price fell 23 for three-bedroom and
larger apartments Downtown from a year ago a large
number of closings at the Superior Ink building inflated 2009rsquos figure This also is a reason why the overall condo
price per square foot fell 10 from a year ago The average
co-op price per room rose 13 for prewar and 4 for
postwar units from 2009rsquos fourth quarter
4Q09 4Q10
Studio 1-Bedroom 2-Bedroom 3+Bedroom
Percent of Sales
4th Q 09 17 43 28 12
4th Q 10 16 41 31 12
Average Price
4th Q 09 $452722 $704292 $1615877 $4665379
4th Q 10 $444618 $741919 $1581625 $3605513
Change -2 5 -2 -23
Prewar
$208503 $235826
Postwar
$188600 $195854
$100000
$200000
$125000
$150000
$175000
$225000
$250000
$75000
$800
$1200
$900
$1000
$1100
$1300
$1400
$700
4Q09
$1326
4Q10
$1194
Cooperative CondominiumAverage Price Per Room Average Price Per Square Foot
Generally North of 96th Street on the East Side and 110th Street on the West Side
NEW YORK CITY bull PALM BEACH bull THE HAMPTONS bull NORTH FORK 2129069200
EAST SIDE445 Park AvenueHall F Willkie PresidentRuth McCoy EVPManaging Director of Sales
UPPER EAST SIDE1121 Madison AvenuePeter R Marra EVPManaging Director of Sales
EDWARD LEE CAVE DIVISION790 Madison AvenueCaroline E Y GuthriePresident
WEST SIDE1926 BroadwayJames M Gricar EVP Managing Director of Sales
BROOKLYN HEIGHTS129 Montague StreetChristopher Thomas EVPManaging Director of Sales
PARK SLOPE100 Seventh AvenueMaryAnn Albano EVPManaging Director of Sales
NEW DEVELOPMENT445 Park Avenue James M GricarManaging DirectorBrown Harris Stevens On-Site Marketing and Sales
Prepared by Gregory Heym Chief Economist Brown Harris Stevenscopy2010 by Brown Harris Stevens All Rights Reserved This information may not be copied used or distributed without Brown Harris Stevensrsquo consent While information is believed true no guaranty is made of accuracy
While the average price fell for three-bedroom and larger apartments it was higher for
all other size categories in Northern Manhattan Condo
prices rose slightly as their average price per square foot of $566 was up 1 from a
year ago The average price per room fell for both prewar and
postwar co-ops compared to a year ago
This report is based on 1901 reported Manhattan apartment sales 25 less than were reported during last yearrsquos comparable period
VILLAGE2 Fifth AvenueKevin Kovesci EVPManaging Director of Sales
TRIBECA43 North MooreKevin Kovesci EVPManaging Director of Sales
northErn Manhattan
Studio 1-Bedroom 2-Bedroom 3+Bedroom
Percent of Sales
4th Q 09 6 35 43 16
4th Q 10 8 38 38 16
Average Price
4th Q 09 $227611 $352759 $567332 $1101778
4th Q 10 $319798 $394509 $577071 $710832
Change 41 12 2 -35
$100
$500
$200
$300
$400
$600
$700
$0
4Q09 4Q10
4Q09
$563
4Q10
$566
$70000
$110000
$80000
$90000
$100000
$120000
$130000
$60000
Prewar
$120601 $97757
Postwar
$110104 $106330
Faculty Biographies
REAL PROPERTY SECTION gt Officer Bio
Chair Leo Genn Esq
Office Address Northside Center for Child Development 1301 Fifth Ave New York NY 10029-3119
Phone 212-426-3406 Fax 212-410-7561 Email lgenn_esqyahoocom
After working briefly as a litigator Mr Genn became House Counsel at NorthsideCenter for Child Development a Manhattan-based not for profit where he handles contract negotiations commercial leasing property management and insurance issues Mr Genn also writes government grants Before law school Mr Genn spent eight years managing commercial and residential real estate in New York City Mr Genn has also worked for New York Citys Office of Economic Development In March 2002 Mr Genns article on the notice requirements in foreclosure proceedings appeared on thecover of the New York Real Estate Law Reporter Mr Gennrsquos favorite law quote is Oliver Wendell Holmes remark A word is not a crystal transparent and unchanged it isthe skin of a living thought and may vary greatly in color and content according to thecircumstances and time in which it is used Mr Gennrsquos favorite case is Raffles v
ichelhaus and his favorite legal fiction is promissory estoppel W
Paul M Giddins Partner
Giddins Claman LLP Paul M Giddins is a partner at Giddins Claman LLP a law firm in New York City Mr Giddins received a Bachelor of Arts degree from Trinity College- Hartford and a law degree from American University Washington School of Law
LISA LIPPMAN | Senior Vice President Director | Licensed Associate Real Estate Broker
printer friendly page
1926 Broadway New York NY 10023 Tel (212) 588-5606 Fax (212) 418-9733 llippmanbhsusacom download contact info view current listings view sold listings
FEATURED PROPERTY - UPPER EAST SIDE
2COOPERATIVE
25 EAST 79TH STREET
rice $1299000
isting ID 1127158
PBedrooms 2 Baths 20 L
Lisa Lippman Senior Vice President and Director was the 1 broker at Brown Harris Stevens in 2009 With 13 years of experience selling real estate Lisa specializes in the sale of high end cooperatives condominiums and townhomes throughout Manhattan As is clear from her record even in tough times Lisa manages to both sell and find homes for her clients Other awards Lisa has won in the last few years include middotWall Street Journal top 400-Lisa was 11 in the nation and 2 in Manhattan 2009 middotWall Street Journal top 50 brokers in America 2007 middotBrown Harris Stevens Westside Office Broker of the Year All Years 2006 - 2009 middotBrown Harris Stevens Westside Office Listing Broker of the Year 2007 2008 2009 middotBrown Harris Stevens Largest New Development Deal of the Year 2009 Prior to becoming a real estate broker Lisa spent several years as a lawyer practicing litigation at two prestigious law firms She graduated from The University of Pennsylvania in 1986 and earned her law degree from Cardozo in 1990 Lisas legal background affords her a keen understanding of the negotiation process as well as the complexities needed to complete the deal A New York City resident for 24 years Lisa offers impeccable knowledge of the market as it applies across all neighborhoods She has lived downtown on the Upper East Side and has now resided on the Upper West Side for the past 14 years Additionally as the mother of three children Lisa is personally involved in the decisions all buyers face in choosing a neighborhood and a home Lisa takes pride in being a straight-forward intelligent and honest broker She understands the individual needs of each client as well as their comfort with the purchase andor sale process Her listening talents combined with her unbeatable memory work ethic and negotiation skills allow her to service her buyers and sellers most effectively Lisa is also active in the New York community including the UJA and her childrens school All of this enables her to offer a well-rounded approach to navigating the New York real estate landscape bringing to life the nuances and charms that the City and its real estate market have to offer
Pure Perfection on Riverside Drive100 Riverside Drive Apartment 3A
This sprawling prewar 9 room home is simply exquisite The trees of Riverside Park greet you while you sit in
the new chefs kitchen open to a beautiful den (or dining room) on the park The gorgeous sunken living room
library and huge master bedroom also all have oversized picture windows on the park In addition there are
two more bedrooms a large formal dining room and a second windowed butlers kitchen that could easily be
made into an office The finishes of this home are perfect All of the bathrooms are brand new and outfitted
with custom stone There is central air and the closets have all been custom designed Currently configured as a
luxurious 3 bedroom plus maids and den the apartment could easily be a 4 bedroom plus library No detail has
been overlooked and there is fabulous sun trees and nature in almost every room Full service building with
storage and a new fitness center A truly unique and special home
WEB 917677
Full Service Prewar Coopbull Four Bedrooms and Four New Bathroomsbull
Maintenance $350634bull Central Air Conditioningbull
Financing Allowed 75bull New Chefs Kitchen with Large Double Ovenbull
Tax Deductability 39bull Custom Closetsbull
Storage Binbull Pets Allowedbull
Fitness Centerbull Laundry Room with Butlers Kitchenbull
$3999000 Listing Price
Exclusive Broker
Lisa Lippman bull 212-588-5606 bull fax 212-418-9733 bull llippmanbhsusacom
All information is from sources deemed reliable but is subject to errors omissions changes in price prior sale or withdrawal without notice No representation is made as to the accuracy of any description All measurements and squarefootages are approximate and all information should be confirmed by customer All rights to content photographs and graphics reserved to BHS Customer should consult with its counsel regarding all closing costs including without
limitation the New York State 1 tax paid by buyers on residential properties over $1 million BHS represents the sellerowner on BHSs own exclusives except if another agent of BHS represents the buyertenant in which case BHSwill be a dual agent with designated agents representing sellerowner and buyertenant BHS represents the buyertenant when showing the exclusives of other real estate firms In all instances BHS treats all parties fairly and honestly
BHS actively supports equal housing opportunities
Scott Moore bull 212-588-5608 bull fax 212-319-2633 bull smoorebhsusacom
Brown Harris Stevens Residential Sales LLC bull 212 906 9200 bull BrownHarrisStevenscomM A N H A T T A N bull B R O O K L Y N bull T H E H A M P T O N S bull N O R T H F O R K bull P A L M B E A C H
ldquoMAKING THE DEALrdquo
A REBNY Financial Statement
B Estimated Residential Closing Costs
C Sample Contracts (Co-op amp Condo)
D Sample Closing Breakdown
(Condo)
FINANCIAL STATEMENT
Name(s)
Address
The following is submitted as being true and accurate statement of the financial condition of the undersigned on the day of
January 20
ASSETS
Applicant
Co-Applicant
LIABILITIES
Applicant
Co-Applicant
Cash in Banks 550000 Notes Payable
Money Markets Funds 600000 To Banks
Contract Deposit 355000 To Relative
Investments Bonds amp Stocks To Others
- see schedule 1620000 Installment Accounts Payable
Investment in Own Business Automobile
Accounts amp Notes Receivable Other
Real Estate Owned-see schedule 1200000 Other Accounts Payable
Year Make Mortgages Payable on Real 535000
Automobiles 35000 Estate - see schedule
Personal Property amp Furniture 50000 Unpaid Real Estate Taxes
Life Insurance Unpaid Income Taxes
Cash Surrender Value 60000 Chattel Mortgages
Retirement FundsIRA Loans on Life Insurance
Policies
401K 200000 (Include Premium
Advances)
KEOGH Outstanding Credit Card
Loans
Profit SharingPension Plan Other Debts - Itemize
Other Assets TOTAL LIABILITIES 535000 0
TOTAL ASSETS 4670000 0 NET WORTH 4135000 0
COMBINED ASSETS
4670000
TOTAL LIABILITIES
amp NET WORTH 4670000 0
SOURCE OF INCOME
Applicant
Co-Applicant
COMBINED 4670000
Base Salary 350000 CONTINGENT LIABILITIES
Overtime Wages As Endorser or Co-Maker on Notes $ 0
Bonus amp Commissions 150000 Alimony $ 0
Dividends and Interest Income Child Support $ 0
Real Estate Income (Net) Are you defendant in any legal action Yes No
Explain
Other Income - Itemize Are there any unsatisfied judgments Yes No
TOTAL 500000 0 Have you ever taken bankruptcy Yes No
Explain GENERAL INFORMATION
Applicant
Co-Applicant
Personal Bank Accounts at
PROJECTED EXPENSES
MONTHLY
Maintenance $ 2857
Savings amp Loan Accounts at Apartment Financing $ 10078
Other Mortgages $ 2671
Bank Loans $
Purpose of Loan Auto Loan $
TOTAL $ 15606
The foregoing statements and details pertaining thereto both printed and written have been carefully read and the undersigned hereby
solemnly declares and certifies that the same is a full and correct exhibit of myour financial condition
Date 20 Signature __________________________________________
Signature __________________________________________
SCHEDULE OF BOND amp STOCKS
Amount of Shares
Description (Extended Valuation in Column)
Marketable Value
Non-Marketable Value
SCHEDULE OF REAL ESTATE
Description amp Location
Cost
Actual Value
Mortgage Amount
Maturity Date
SCHEDULE OF NOTES PAYABLE
Specify any assets pledges as collateral including the liabilities they secure
To Whom Payable
Date
Amount
Due
Interest
Pledged as Security
April 2009
ESTIMATED RESIDENTIAL CLOSING COSTS IN NEW YORK CITY
Broker As provided in exclusive with broker
Own Attorney Approx $2000 +- as negotiated
Managing Agentrsquos Fee Approx $500 + as determined by building
Move-out Deposit or Fee Approx $1000 as determined by building
New York City Transfer Tax 1 of entire gross purchase price if price is $500000 or under or 1425 of entire gross purchase price if price exceeds $500000
New York State Transfer Tax 04 (004) of gross purchase price
Bank Satisfaction of Mortgage Fees Approx $450 as determined by bank
Recording ACRIS other fees Approx $150
Gains Tax Withholding (Out of State Seller) 897 of gain
Non ndash US Resident (FIRPTA) 10 of price withheld or paid
Stock Transfer Tax (Co-ops Only) $005share
FOR The SelleR
Mortgage Recording Tax and Title Insurance not required for Co-ops though title insurance is available for Co-ops at other rates
For Bulk Sale Multi Family and Commercial Property NYC Transfer Tax Rates $1425 under $500000 2625 above Mortgage Recording Tax Rates 205 under $500000 28 above $500000
When purchasing a condominium unit directly from a Sponsor the Purchaser may be required to pay New York City and New York State Transfer Taxes (See ldquoFor The Sellerrdquo section above for amounts) as well as the Sponsorrsquos attorneyrsquos fee (typically around $1500)
All costs are estimated and will vary based on transaction specifics changes in rates and taxes and other factors No representation is made as to the accuracy of these estimates Parties to transactions must consult their own counsel and refer to transaction specifics for verification of all costs
Own Attorney Approx $2000 +- as negotiated
Bank Fees (application credit appraisal bank attorney and miscellaneous) Approx $2200 as determined by bank
Short-term Interest One month max (prorated for month of closing)
Miscellaneous Recording Fees Approx $500
Mortgage Recording Fee205 of entire amount of Mortgage on Loans $500000 or under or 2175 of entire amount of Mortgage on Loans exceeding $500000
Fee Title Insurance Approx $8000 for $2000000 NYC condo based on rate schedule
Mortgagee Title Insurance Approx $1500 for $1500000 NYC condo mortgage based on rate schedule
Miscellaneous Title Charges Approx $500
Managing Agentrsquos Fee Approx $500 as determined by building
Adjustments
Common Charges Approx 1 month (prorated for month of closing)
Real estate Tax escrow Approx 8 months (prorated to closing plus 6 month escrow may include insurance)
Mansion Tax 1 of entire gross purchase price if purchase price exceeds $1000000
Move-in Deposit or Fee Approx $1000 as determined by building
lien Search (Co-ops Only) Approx $350
FOR The PURChASeR
123 - Contract of sale cooperative apartment 7-01
Prepared by The Committee on Condominiums and Cooperatives of the Real Property Section of the New York State Bar Association
CONSULT YOUR LAWYER BEFORE SIGNING THIS AGREEMENT
Contract of Sale - Cooperative Apartment
This Contract is made as of October 2010 between the Seller and the Purchaser identified below
1 Certain Definitions and Information
11 The Parties are
111 Seller
Prior names used by Seller
Address
New York NY
S S No
112 Purchaserrdquo
Address
New York NY
S S No
12 The Attorneys are (name address and telephone fax)
121 Sellers Attorneyrdquo
Giddins Claman LLP
675 Third Avenue 29th Floor
New York NY 10017
Attn Paul M Giddins Esq
(212)573-6703 Fax (212)949-1923
pgiddinsgcl-lawcom
122 Purchasers Attorney
13 The Escrowee is the Sellers Attorney
14 The Managing Agent is (name address and telephone fax)
15 The real estate Broker(s) (see para 12) isare
Lisa Lippman
Company Name Brown Harris Stevens
16 The name of the cooperative housing corporation (Corporation) is
17 The Unit number is
18 The Unit is located in Premises known as
19 The Shares are the shares of the Corporation allocated to the Unit
110 The Lease is the Corporations proprietary lease or occupancy agreement for the Unit given by the Corporation which expires on
111 Personalty is the following personal property to the extent existing in the Unit on the date hereof the refrigerators freezers ranges ovens built-in microwave ovens dishwashers garbage disposal units cabinets and
counters lighting fixtures chandeliers wall-to-wall carpeting plumbing and heating fixtures central air conditioning andor window or sleeve units washing machines dryers screens and storm windows window treatments switch plates door hardware mirrors built-ins not excluded in Paragraph 112 and
112 Specifically excluded from this sale is all personal property not included in para 111 and
113 The sale [does] [does not] include Sellers interest in
Storage Servants Room Parking Space (Included Interests)
114 The Closing is the transfer of ownership of the Shares and Lease
115 The date scheduled for Closing is 2010
(Scheduled Closing Date) at 200 PM (See para 9 and 10)
116 The Purchase Price is $
1161 The Contract Deposit is $
1162 The Balance of the Purchase Price due at Closing is
$ (See para 222)
117 The monthly Maintenance charge is $ (See para 4)
118 The Assessment if any payable to the Corporation at the date of this Contract is $ payable as follows
119 SellerPurchaser shall pay the Corporations flip tax transfer fee (apart from the transfer agent fee) andor waiver of option fee (Flip Tax) if any
120 Financing Options (Delete two of the following parapara 1 20 1 1202 or 1203)
1201 Purchaser may apply for financing in connection with this sale and Purchasers obligation to purchase under this Contract is contingent upon issuance of a Loan Commitment Letter by the Loan Commitment Date (para 1812)
1202 Purchaser may apply for financing in connection with this sale but Purchasers obligation to purchase this Contract is not contingent upon issuance of a Loan Commitment Letter
1203 Purchaser shall not apply for financing in connection with this sale
121 If para 120 1 or 1202 applies the Financing Terms for para 18 are A loan of $ for a term of 30 years or such lesser amount or shorter term as applied for or acceptable to Purchaser and the Loan Commitment Date for para 18 is 30 calendar days after the Delivery Date
122 The Delivery Date of this Contract is the date on which a fully executed counterpart of this Contract is deemed given to and received by Purchaser or Purchasers Attorney as provided in para 173
123 All Proposed Occupants of the Unit are
1231 persons and relationship to Purchaser
Purchasers
1232 pets
124 The Contract Deposit shall be held in [a non] [an] IOLA escrow account If the account is a non-IOLA account then interest shall be paid to the Party entitled to the Contract Deposit The Party receiving the interest shall pay any income taxes thereon The escrow account shall be a segregated bank account at
Depository XXXX Bank
Address (See para 27)
125 This Contract is [not] continued on attached rider(s)
2 Agreement to Sell and Purchase Purchase Price Escrow
21 Seller agrees to sell to Purchaser and Purchaser agrees to purchase from Seller the Sellers Shares Lease Personalty and any Included Interests and all other items included in this sale for the Purchase Price and upon the terms and conditions set forth in this Contract
22 The Purchase Price is payable to Seller by Purchaser as follows
221 the Contract Deposit at the time of signing this Contract by Purchasers good check to the order of Escrowee and
222 the Balance at Closing only by cashiers or official bank check or certified check of Purchaser payable to the direct order of Seller The check(s) shall be drawn on and payable by a branch of a commercial or savings bank savings and loan association or trust company located in the same City or County as the Unit Seller may direct on reasonable Notice (defined in para 17) prior to Closing that all or a portion of the Balance shall be made payable to persons other than Seller (see para 177)
3 Personalty
31 Subject to any rights of the Corporation or any holder of a mortgage to which the Lease is subordinate this sale includes all of the Sellers interest if any in the Personalty and the Included Interests
32 No consideration is being paid for the Personalty or for the Included Interests nothing shall be sold to Purchaser if the Closing does not occur
33 Prior to Closing Seller shall remove from the Unit all the furniture furnishings and other property not included in this sale and repair any damage caused by such removal
4 Representations and Covenants
41 Subject to any matter affecting title to the Premises (as to which Seller makes no representations or covenants) Seller represents and covenants that
4 11 Seller is and shall at Closing be the sole owner of the Shares Lease Personalty and Included Interests with the full right power and authority to sell and assign them Seller shall make timely provision to satisfy existing security interest(s) in the Shares and Lease and have the same delivered at Closing (See para 101)
412 the Shares were duly issued fully paid for and are non-assessable
413 the Lease is and will at Closing be in full force and effect and no notice of default under the Lease is now or will at Closing be in effect
414 the Maintenance and Assessments payable as of the date hereof are as specified in para 117 and 118
415 as of this date Seller neither has actual knowledge nor has received any written notice of any increase in Maintenance or any Assessment which has been adopted by the Board of Directors of the Corporation and is not reflected in the amounts set forth in parapara 117 and 118
416 Seller has not made any material alterations or additions to the Unit without any required consent of the Corporation or to Sellers actual knowledge without compliance with all applicable law This provision shall not survive Closing
417 Seller has not entered into shall not enter into and has no actual knowledge of any agreement (other than the Lease) affecting title to the Unit or its use andor occupancy after Closing or which would be binding on or adversely affect Purchaser after Closing (eg a sublease or alteration agreement)
418 Seller has been known by no other name for the past 10 years except as set forth in para 111
419 at Closing in accordance with para 152
4191 there shall be no judgments outstanding against Seller which have not been bonded against collection out of the Unit (Judgments)
4192 the Shares Lease Personalty and any Included Interests shall be free and clear of liens (other than the Corporations general lien on the Shares for which no monies shall be owed) encumbrances and adverse interests (Liens)
4193 all sums due to the Corporation shall be fully paid by Seller to the end of the payment period immediately preceding the date of Closing
4194 Seller shall not be indebted for labor or material which might give rise to the filing of a notice of mechanics lien against the Unit or the Premises and
4195 no violations shall be of record which the owner of the Shares and Lease would be obligated to remedy under the Lease
42 Purchaser represents and covenants that
421 Purchaser is acquiring the Shares and Lease for primary residential occupancy of the Unit solely by the Proposed Occupants identified in para 1 23
422 Purchaser is not and within the past 7 years has not been the subject of a bankruptcy proceeding
423 if para 1203 applies Purchaser shall not apply for financing in connection with this purchase
424 Each individual comprising Purchaser is over the age of 18 and is purchasing for Purchasers own account (beneficial and of record)
425 Purchaser shall not make any representations to the Corporation contrary to the foregoing and shall provide all documents in support thereof required by the Corporation in connection with Purchasers application for approval of this transaction and
426 there are not now and shall not be at Closing any unpaid tax liens or monetary judgments against Purchaser
43 Each Party covenants that its representations and covenants contained in para 4 shall be true and complete at Closing and except for para 416 shall survive Closing but any action based thereon must be instituted within one year after Closing
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 Corporations 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 Corporations shareholders under Internal Revenue Code (IRC) sect216 (or any successor statute)
6 Required Approval and References
61 This sale is subject to the unconditional consent of the Corporation
62 Purchaser shall in good faith
621 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 or if para 1201 or 1202 applies and the Loan Commitment Letter is required by the Corporation within 3 business days after the earlier of (i) the Loan Commitment Date (defined in para 12 1) or (ii) the date of receipt of the Loan Commitment Letter (defined in para 1812) whether said commitment letter is conditional or unconditional
622 attend (and cause any Proposed Occupant to attend) one or more personal interviews as requested by the Corporation and
623 promptly submit to the Corporation such further references data and documents reasonably requested by the Corporation 63 Either Party after learning of the Corporations 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 Corporations 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 para 63 the Escrowee shall refund the Contract Deposit to Purchaser 64 If such consent is refused or not given due to Purchasers bad faith conduct Purchaser shall be in default and para 131 shall govern 7 Condition of Unit and Personalty Possession 71 Seller makes no representation as to the physical condition or state of repair of the Unit the Personalty the Included Interests or the Premises Purchaser has inspected or waived inspection of the Unit the Personalty and the Included Interests and shall take the same as is as of the date of
this Contract except for reasonable wear and tear However at the time of Closing the appliances shall be in working order and required smoke detector(s) shall be installed and operable 72 At Closing Seller shall deliver possession of the Unit Personalty and Included Interests in the condition required by para 71 broom clean vacant and free of all occupants and rights of possession 8 Risk of Loss 81 The provisions of General Obligations Law Section 5-1311 as modified herein shall apply to this transaction as if it were a sale of realty For purposes of this paragraph the term Unit includes built-in Personalty 82 Destruction shall be deemed material under GOL 5-1311 if the reasonably estimated cost to restore the Unit shall exceed 5 of the Purchase Price 83 In the event of any destruction of the Unit or the Premises when neither legal title nor the possession of the Unit has been transferred to Purchaser Seller shall give Notice of the loss to Purchaser (Loss Notice) by the earlier of the date of Closing or 7 business days after the date of the loss 84 If there is material destruction of the Unit without fault of Purchaser this Contract shall be deemed canceled in accordance with para 163 unless Purchaser elects by Notice to Seller to complete the purchase with an abatement of the Purchase Price or 85 Whether or not there is any destruction of the Unit if without fault of Purchaser more than 10 of the units in the Premises are rendered uninhabitable or reasonable access to the Unit is not available then Purchaser shall have the right to cancel this Contract in accordance with para 163 by Notice to Seller 86 Purchasers Notice pursuant to para 84 or para 85 shall be given within 7 business days following the giving of the Loss Notice except that if Seller does not give a Loss Notice Purchasers Notice may be given at any time at or prior to Closing 87 In the event of any destruction of the Unit Purchaser shall not be entitled to an abatement of the Purchase Price (i) that exceeds the reasonably estimated cost of repair and restoration or (ii) for any loss that the Corporation is obliged to repair or restore but Seller shall assign to Purchaser without recourse Sellers claim if any against the Corporation with respect to such loss 9 Closing Location The Closing shall be held at the location designated by the Corporation or if no such designation is made at the office of Sellers Attorney 10 Closing 101 At Closing Seller shall deliver or cause to be delivered 1011 Sellers certificate for the Shares duly endorsed for transfer to Purchaser or accompanied by a separate duly executed stock power to Purchaser and in either case with any guarantee of Sellers signature required by the Corporation 1012 Sellers counterpart original of the Lease all assignments and assumptions in the chain of title and a duly executed assignment thereof to Purchaser in the form required by the Corporation 1013 FIRPTA documents required by para 25 1014 keys to the Unit building entrance(s) and if applicable garage mailbox storage unit and any locks in the Unit 1015 if requested an assignment to Purchaser of Sellers interest in the Personalty and Included Interests 1016 any documents and payments to comply with para 152 1017 If Seller is unable to deliver the documents required in para 1011 or 1012 then Seller shall deliver or cause to be delivered all documents and payments required by the Corporation for the issuance of anew certificate for the Shares or a new Lease 102 At Closing Purchaser shall 1021 pay the Balance in accordance with para 222 1022 execute and deliver to Seller and the Corporation an agreement assuming the Lease in the form required by the Corporation and 1023 if requested by the Corporation execute and deliver counterparts of a new lease substantially the same as the Lease for the balance of the Lease term in which case the Lease shall be canceled and surrendered to the Corporation together with Sellers assignment thereof to Purchaser
103 At Closing the Parties shall complete and execute all documents necessary 1031 for Internal Revenue Service (IRS) form 1099-S or other similar requirements 1032 to comply with smoke detector requirements and any applicable transfer tax filings and 1033 to transfer Sellers interest if any in and to the Personalty and Included Interests 104 Purchaser shall not be obligated to close unless at Closing the Corporation delivers 1041 to Purchaser a new certificate for the Shares in the name of Purchaser and 1042 a written statement by an officer or authorized agent of the Corporation consenting to the transfer of the Shares and Lease to Purchaser and setting forth the amounts of and payment status of all sums owed by Seller to the Corporation including Maintenance and any Assessments and the dates to which each has been paid 11 Closing Fees Taxes and Apportionments 11 1 At or prior to Closing 1111 Seller shall pay if applicable 11111 the cost of stock transfer stamps and 11112 transfer taxes except as set forth in para 11122 1112 Purchaser shall pay if applicable 11121 any fee imposed by the Corporation relating to Purchasers financing and 11122 transfer taxes imposed by statute primarily on Purchaser (eg the mansion tax) 112 The Flip Tax if any shall be paid by the Party specified in para 119 113 Any fee imposed by the Corporation and not specified in this Contract shall be paid by the Party upon whom such fee is expressly imposed by the Corporation and if no Party is specified by the Corporation then such fee shall be paid by Seller 114 The Parties shall apportion as of 1159 PM of the day preceding the Closing the Maintenance and any other periodic charges due the Corporation (other than Assessments) and STAR Tax Exemption (if the Unit is the beneficiary of same) based on the number of the days in the month of Closing 115 Assessments whether payable in a lump sum or installments shall not be apportioned but shall be paid by the Party who is the owner of the Shares on the date specified by the Corporation for payment Purchaser shall pay any installments payable after Closing provided Seller had the right and elected to pay the Assessment in installments 116 Each Party shall timely pay any transfer taxes for which it is primarily liable pursuant to law by cashiers official bank certified or attorneys escrow check This para 116 shall survive Closing 117 Any computational errors or omissions shall be corrected within 6 months after Closing This para 117 shall survive Closing 12 Broker 121 Each Party represents that such Party has not dealt with any person acting as a broker whether licensed or unlicensed in connection with this transaction other than the Broker(s) named in para 15 122 Seller shall pay the Brokers commission pursuant to a separate agreement The Broker(s) shall not be deemed to be a third-party beneficiary of this Contract 123 This para 12 shall survive Closing cancellation or termination of this Contract 13 Defaults Remedies and Indemnities 131 In the event of a default or misrepresentation by Purchaser Sellers sole and exclusive remedies shall be to cancel this Contract retain the Contract Deposit as liquidated damages and if applicable Seller may enforce the indemnity in para 133 as to brokerage commission or sue under para 134 Purchaser prefers to limit Purchasers exposure for actual damages to the amount of the Contract Deposit which Purchaser agrees constitutes a fair and reasonable amount of compensation for Sellers damages under the circumstances and is not a penalty The principles of real property law shall apply to this liquidated damages provision 132 In the event of a default or misrepresentation by Seller Purchaser shall have such remedies as Purchaser is entitled to at law or in equity including
specific performance because the Unit and possession thereof cannot be duplicated 133 Subject to the provisions of para 43 each Party indemnifies and holds harmless the other against and from any claim judgment loss liability cost or expense resulting from the indemnitors breach of any of its representations or covenants stated to survive Closing cancellation or termination of this Contract Purchaser indemnifies and holds harmless Seller against and from any claim judgment loss liability cost or expense resulting from the Lease obligations accruing from and after the Closing Each indemnity includes without limitation reasonable attorneys fees and disbursements court costs and litigation expenses arising from the defense of any claim and enforcement or collection of a judgment under this indemnity provided the indemnitee is given Notice and opportunity to defend the claim This para 133 shall survive Closing cancellation or termination of this Contract 134 In the event any instrument for the payment of the Contract Deposit fails of collection Seller shall have the right to sue on the uncollected instrument In addition such failure of collection shall be a default under this Contract provided Seller gives Purchaser Notice of such failure of collection and within 3 business days after Notice is given Escrowee does not receive from Purchaser an unendorsed good certified check bank check or immediately available funds in the amount of the uncollected funds Failure to cure such default shall entitle Seller to the remedies set forth in Paragraph 131 and to retain all sums as may be collected andor recovered 14 Entire Agreement Modification 141 All prior oral or written representations understandings and agreements had between the Parties with respect to the subject matter of this Contract and with the Escrowee as to para 27 are merged in this Contract which alone fully and completely expresses the Parties and Escrowees agreement 142 The Attorneys may extend in writing any of the time limitations stated in this Contract Any other provision of this Contract may be changed or waived only in writing signed by the Party or Escrowee to be charged 15 Removal of Liens and Judgments 151 Purchaser shall deliver or cause to be delivered to Seller or Sellers Attorney not less than 10 calendar days prior to the Scheduled Closing Date a Lien and Judgment search except that Liens or Judgments first disclosed in a continuation search shall be reported to Seller within 2 business days after receipt thereof but not later than the Closing Seller shall have the right to adjourn the Closing pursuant to para 16 to remove any such Liens and Judgments Failure by Purchaser to timely deliver such search or continuation search shall not constitute a waiver of Sellers covenants in para 4 as to Liens and Judgments However if the Closing is adjourned solely by reason of untimely delivery of the Lien and Judgment search the apportionments under Paragraph 113 shall be made as of 1159 PM of the day preceding the Scheduled Closing Date in para 115 152 Seller at Sellers expense shall obtain and deliver to the Purchaser the documents and payments necessary to secure the release satisfaction termination and discharge or removal of record of any Liens and Judgments Seller may use any portion of the Purchase Price for such purposes 153 This para 15 shall survive Closing 16 Sellers Inability 161 If Seller shall be unable to transfer the items set forth in para 21 in accordance with this Contract for any reason other than Sellers failure to make a required payment or other willful act or omission then Seller shall have the right to adjourn the Closing for periods not exceeding 60 calendar days in the aggregate but not extending beyond the expiration of Purchasers Loan Commitment Letter if para 1201 or 1202 applies 162 If Seller does not elect to adjourn the Closing or (if adjourned) on the adjourned date of Closing Seller is still unable to perform then unless Purchaser elects to proceed with the Closing without abatement of the Purchase Price either Party may cancel this Contract on Notice to the other Party given at any time thereafter 163 In the event of such cancellation the sole liability of Seller shall be to cause the Contract Deposit to be refunded to Purchaser and to reimburse Purchaser for the actual costs incurred for Purchases lien and title search if any
17 Notices and Contract Delivery 171 Any notice or demand (Notice) shall be in writing and delivered either by hand overnight delivery or certified or registered mail return receipt requested to the Party or and simultaneously in like manner to such Partys Attorney if any and to Escrowee at their respective addresses or to such other address as shall hereafter be designated by Notice given pursuant to this para 17 172 The Contract may be delivered as provided in para 171 or by ordinary mail 173 The Contract or each Notice shall be deemed given and received 1731 on the day delivered by hand 1732 on the business day following the date sent by overnight delivery 1733 on the 5th business day following the date sent by certified or registered mail or 1734 as to the Contract only 3 business days following the date of ordinary mailing 174 A Notice to Escrowee shall be deemed given only upon actual receipt by Escrowee 175 The Attorneys are authorized to give and receive any Notice on behalf of their respective clients 176 Failure or refusal to accept a Notice shall not invalidate the Notice 177 Notice pursuant to parapara 222 and 134 may be delivered by confirmed facsimile to the Partys Attorney and shall be deemed given when transmission is confirmed by senders facsimile machine 18 Financing Provisions 181 The provisions of parapara 181 and 182 are applicable only if para 1201 or 1202 applies 1811 An Institutional Lender is any of the following that is authorized under Federal or New York State law to issue a loan secured by the Shares and Lease and is currently extending similarly secured loan commitments in the county in which the Unit is located a bank savings bank savings and loan association trust company credit union of which Purchaser is a member mortgage banker insurance company or governmental entity 1812 A Loan Commitment Letter is a written offer from an Institutional Lender to make a loan on the Financing Terms (see para 1 2 1) at prevailing fixed or adjustable interest rates and on other customary terms generally being offered by Institutional Lenders making cooperative share loans An offer to make a loan conditional upon obtaining an appraisal satisfactory to the Institutional Lender shall not become a Loan Commitment Letter unless and until such condition is met An offer conditional upon any factor concerning Purchaser (eg sale of current home payment of outstanding debt no material adverse change in Purchasers financial condition etc) is a Loan Commitment Letter whether or not such condition is met Purchaser accepts the risk that and cannot cancel this Contract if any condition concerning Purchaser is not met 182 Purchaser directly or through a mortgage broker registered pursuant to Article 12-D of the Banking Law shall diligently and in good faith 1821 apply only to an Institutional Lender for a loan on the Financing Terms (see para 121) on the form required by the Institutional Lender containing truthful and complete information and submit such application together with such documents as the Institutional Lender requires and pay the applicable fees and charges of the Institutional Lender all of which shall be performed within 5 business days after the Delivery Date 1822 promptly submit to the Institutional Lender such further references data and documents requested by the Institutional Lender and 1823 accept a Loan Commitment Letter meeting the Financing Terms and comply with all requirements of such Loan Commitment Letter (or any other loan commitment letter accepted by Purchaser) and of the Institutional Lender in order to close the loan and 1824 furnish Seller with a copy of the Loan Commitment Letter promptly after Purchasers receipt thereof 1825 Purchaser is not required to apply to more than one Institutional Lender 183 If Paragraph 1201 applies then 1831 provided Purchaser has complied with all applicable provisions of para 182 and this para 183 Purchaser may cancel this Contract as set forth below if
18311 any Institutional Lender denies Purchasers application in writing prior to the Loan Commitment Date (see Paragraph 121) or 18312 a Loan Commitment Letter is not issued by the Institutional Lender on or before the Loan Commitment Date or 18313 any requirement of the Loan Commitment Letter other than one concerning Purchaser is not met (eg failure of the Corporation to execute and deliver the Institutional Lenders recognition agreement or other document financial condition of the Corporation owner occupancy quota etc) or 18314 (i) the Closing is adjourned by Seller or the Corporation for more than 30 business days from the Scheduled Closing Date and (ii) the Loan Commitment Letter expires on a date more than 30 business days after the Scheduled Closing Date and before the new date set for Closing pursuant to this para and (iii) Purchaser is unable in good faith to obtain from the Institutional Lender an extension of the Loan Commitment Letter or a new Loan Commitment Letter on the Financing Terms without paying additional fees to the Institutional Lender unless Seller agrees by Notice to Purchaser within 5 business days after receipt of Purchasers Notice of cancellation on such ground that Seller will pay such additional fees and Seller pays such fees when due Purchaser may not object to an adjournment by Seller for up to 30 business days solely because the Loan Commitment Letter would expire before such adjourned Closing date 1832 Purchaser shall deliver Notice of cancellation to Seller within 5 business days after the Loan Commitment Date if cancellation is pursuant to para 18311 or 18312 and on or prior to the Scheduled Closing Date if cancellation is pursuant to para 18313 or 18314 1833 If cancellation is pursuant to Paragraph 18311 then Purchaser shall deliver to Seller together with Purchasers Notice a copy of the Institutional Lenders written denial of Purchasers loan application If cancellation is pursuant to para 18313 then Purchaser shall deliver to Seller together with Purchasers Notice evidence that a requirement of the Institutional Lender was not met 1834 Seller may cancel this Contract by Notice to Purchaser sent within 5 days after the Loan Commitment Date if Purchaser shall not have sent by then either (i) Purchasers Notice of cancellation or (ii) a copy of the Loan Commitment Letter to Seller which cancellation shall become effective if Purchaser does not deliver a copy of such Loan Commitment Letter to Seller within 10 business days after the Loan Commitment Date 1835 Failure by either Purchaser or Seller to deliver Notice of cancellation as required by this para 183 shall constitute a waiver of the right to cancel under this para 183 1836 If this Contract is canceled by Purchaser pursuant to this para 183 then thereafter neither Party shall have any further rights against or obligations or liabilities to the other by reason of this Contract except that the Contract Deposit shall be promptly refunded to Purchaser and except as set forth in para 12 If this Contract is canceled by Purchaser pursuant to para 18314 then Seller shall reimburse Purchaser for any non-refundable financing and inspection expenses and other sums reimbursable pursuant to para 16 1837 Purchaser cannot cancel this Contract pursuant to 18314 and cannot obtain a refund of the Contract Deposit if the Institutional Lender fails to fund the loan 18371 because a requirement of the Loan Commitment Letter concerning Purchaser is not met (eg Purchasers financial condition or employment status suffers an adverse change Purchaser fails to satisfy a condition relating to the sale of an existing residence etc) or 18372 due to the expiration of a Loan Commitment Letter issued with an expiration date that is not more than 30 business days after the Scheduled Closing Date 19 SingularPlural and JointSeveral The use of the singular shall be deemed to include the plural and vice versa whenever the context so requires If more than one person constitutes Seller or Purchaser their obligations as such Party shall be joint and several 20 No Survival No representation andor covenant contained herein shall survive Closing except as expressly provided Payment of the Balance shall constitute a discharge and release by Purchaser of all of Sellers obligations hereunder except those expressly stated to survive Closing 21 Inspections
Purchaser and Purchasers representatives shall have the right to inspect the Unit within 48 hours prior to Closing and at other reasonable times upon reasonable request to Seller 22 Governing Law and Venue This Contract shall be governed by the laws of the State of New York without regard to principles of conflict of laws Any action or proceeding arising out of this Contract shall be brought in the county or Federal district where the Unit is located and the Parties hereby consent to said venue 23 No Assignment by Purchaser Death of Purchaser 231 Purchaser may not assign this Contract or any of Purchasers rights hereunder Any such purported assignment shall be null and void 232 This Contract shall terminate upon the death of all persons comprising Purchaser and the Contract Deposit shall be refunded to the Purchaser Upon making such refund and reimbursement neither Party shall have any further liability or claim against the other hereunder except as set forth in para 12 24 Cooperation of Parties 241 The Parties shall each cooperate with the other the Corporation and Purchasers Institutional Lender and title company if any and obtain execute and deliver such documents as are reasonably necessary to consummate this sale 242 The Parties shall timely file all required documents in connection with all governmental filings that are required by law Each Party represents to the other that its statements in such filings shall be true and complete This para 242 shall survive Closing 25 FIRPTA The parties shall comply with IRC sectsect 897 1445 and the regulations thereunder as same may be amended (FIRPTA) If applicable Seller shall execute and deliver to purchaser at Closing a Certification of Non-Foreign Status (CNS) or deliver a Withholding Certificate from the IRS If Seller fails to deliver a CNS or a Withholding Certificate Purchaser shall withhold from the Balance and remit to the IRS such sum as may be required by law Seller hereby waives any right of action against Purchaser on account of such withholding and remittance This para 25 shall survive Closing 26 Additional Requirements 261 Purchaser shall not be obligated to close unless all of the following requirements are satisfied at the time of the Closing 2611 the Corporation is in good standing 2612 the Corporation has fee or leasehold title to the Premises whether or not marketable or insurable and 2613 there is no pending in rem action tax certificatelien sale or foreclosure action of any underlying mortgage affecting the Premises 262 If any requirement in para 261 is not satisfied at the time of the Closing Purchaser shall give Seller Notice and if the same is not satisfied within a reasonable period of time thereafter then either Party may cancel this Contract (pursuant to para 163) by Notice 27 Escrow Terms 271 The Contract Deposit shall be deposited by Escrowee in an escrow account as set forth in para 124 and the proceeds held and disbursed in accordance with the terms of this Contract At Closing the Contract Deposit shall be paid by Escrowee to Seller If the Closing does not occur and either Party gives Notice to Escrowee demanding payment of the Contract Deposit Escrowee shall give prompt Notice to the other Party of such demand If Escrowee does not receive a Notice of objection to the proposed payment from such other Party within 10 business days after the giving of Escrowees Notice Escrowee is hereby authorized and directed to make such payment to the demanding party If Escrowee does receive such a Notice of objection within said period or if for any reason Escrowee in good faith elects not to make such payment Escrowee may continue to hold the Contract Deposit until otherwise directed by a joint Notice by the Parties or a final non-appealable judgment order or decree of a court of competent jurisdiction However Escrowee shall have the right at any time to deposit the Contract Deposit and the interest thereon if any with the clerk of a court in the county as set forth in para 22 and shall give Notice of such deposit to each Party Upon disposition of the Contract Deposit and
interest thereon if any in accordance with this para 27 Escrowee shall be released and discharged of all escrow obligations and liabilities 272 The Party whose Attorney is Escrowee shall be liable for loss of the Contract Deposit If the Escrowee is Sellers attorney then Purchaser shall be credited with the amount of the contract Deposit at Closing 273 Escrowee will serve without compensation Escrowee is acting solely as a stakeholder at the Parties request and for their convenience Escrowee shall not be liable to either Party for any act or omission unless it involves bad faith willful disregard of this Contract or gross negligence In the event of any dispute Seller and Purchaser shall jointly and severally (with right of contribution) defend (by attorneys selected by Escrowee) indemnify and hold harmless Escrowee from and against any claim judgment loss liability cost and expenses incurred in connection with the performance of Escrowees acts or omissions not involving bad faith willful disregard of this Contract or gross negligence This indemnity includes without limitation reasonable attorneys fees either paid to retain attorneys or representing the fair value of legal services rendered by Escrowee to itself and disbursements court costs and litigation expenses 274 Escrowee acknowledges receipt of the Contract Deposit by check subject to collection
275 Escrowee agrees to the provisions of this para 27 276 If Escrowee is the Attorney for a Party Escrowee shall be permitted to represent such Party in any dispute or lawsuit 277 This para 27 shall survive Closing cancellation or termination of this Contract 28 Margin Headings The margin headings do not constitute part of the text of this Contract 29 Miscellaneous This Contract shall not be binding unless and until Seller delivers a fully executed counterpart of this Contract to Purchaser (or Purchasers Attorney) pursuant to para 172 and 173 This Contract shall bind and inure to the benefit of the Parties hereto and their respective heirs personal and legal representatives and successors in interest 30 Lead Paint If applicable the complete and fully executed Disclosure of Information on Lead Based Paint and or Lead-Based Paint Hazards is attached hereto and made a part hereof
In Witness Whereof the Parties hereto have duly executed this Contract as of the date first above written
ESCROW TERMS AGREED TO SELLER PURCHASER GIDDINS CLAMAN LLP ESCROWEE
Rider to and Part of Contract of Sale Between as Seller and as Purchaser for Unit at New York NY
31 Purchasers Additional Representations and Covenants 3 11 Supplementing para 42 of the Contract Purchaser also represents and covenants that 3111 Purchaser has and will at Closing have available unencumbered cash and cash equivalents (including publicly traded securities) in a sum at least equal to (and having a then current value of) the Balance and 3112 Purchaser has and will at and immediately following the Closing have a positive net worth 312 the Maintenance and the monthly amount of the Assessment (if any) do not aggregate more than 25 of the current total gross monthly income of the individuals comprising the Purchaser
313 (if para 1201 or para 1202 applies) the monthly debt service (interest and amortization of principal if any) of the proposed financing together with the Maintenance and the monthly Assessment amount (if any) do not aggregate more than 35 of said current total gross monthly income 32 Supplementing paragraph 4 1 Seller has no actual knowledge of a material default or condition which the Lessee is required to cure under the Lease and which remains uncured If prior to Closing Seller acquires knowledge of a such default or condition which the Lessee would be required to cure then Seller shall cure same at or prior to Closing This provision shall not survive closing
The Parties have duly executed this Rider as of the same date as the Contract SELLER PURCHASER ______________________________ _______________________________
Note This form is intended to deal with matters common to most transactions
involving the sale of a condominium unit Provisions should be added altered or
deleted to suit the circumstances of a particular transaction No representation is
made that this form of contract complies with Section 5-702 of the General
Obligations Law (ldquoPlain Language Lawrdquo)
CONSULT YOUR LAWYER BEFORE SIGNING THIS AGREEMENT
Contract of Sale - Condominium Unit
Agreement made as of 2010 between residing at Street Apt
New York NY (ldquoSellerrdquo) and residing at (ldquoPurchaserrdquo)
1 Unit Seller agrees to sell and convey and Purchaser agrees to purchase Unit
No (ldquoUnitrdquo) in the building (ldquoBuildingrdquo) known as Condominium
(ldquoCondominiumrdquo) and located at New York NY New York together with a
XXXXX percent undivided interest in the Common Elements (as defined in para 6)
appurtenant thereto all upon and subject to the terms and conditions set forth herein The
Unit shall be as designated in the Declaration of Condominium Ownership (as the same
may be amended from time to time the ldquoDeclarationrdquo) of the Condominium recorded in
New York County New York or the By-Laws (as the same may be amended from time
to time the ldquoBy-Lawsrdquo) of the Condominium
2 Personal Property (a) The sale includes all of Sellerrsquos right title and
interest if any in and to
(i) the refrigerators freezers ranges ovens built-in microwave
ovens dishwashers washing machines clothes dryers cabinets and counters lighting
and plumbing fixtures chandeliers air conditioning equipment venetian blinds shades
screens storm windows and other window treatments wall-to-wall carpeting
bookshelves switchplates door hardware and mirrors built-ins and articles of property
and fixtures attached to or appurtenant to the Unit except those listed in subpara 2(b) all
of which included property and fixtures are represented to be owned by Seller free and
clear of all liens and encumbrances other than those encumbrances (ldquoPermitted
Exceptionsrdquo) set forth on Schedule A annexed hereto and made a part hereof (strike out
inapplicable items) to the extent any of the foregoing exist in the Unit on the date
hereof and
- 2 -
(ii)
(b) Excluded from this sale are
(i) furniture and furnishings (other than as specifically provided
in this Contract) and
(ii)
(c) The property referred to in subpara 2(a)(i) and (ii) may not be
purchased if title to the Unit is not conveyed hereunder
3 Purchase Price (a) The purchase price (ldquoPurchase Pricerdquo) is $
payable as follows
(i) $ (ldquoDownpaymentrdquo) on the signing of this Contract by
good check subject to collection the receipt of which is hereby acknowledged to be held
in escrow pursuant to para 16 and
(ii) $ constituting the balance of the Purchase Price by
certified check of Purchaser or official bank check (except as otherwise provided in this
Contract) on the delivery of the deed as hereinafter provided
(b) All checks in payment of the Purchase Price shall represent United
States currency and be drawn on or issued by a bank or trust company authorized to
accept deposits in New York State All checks in payment of the Downpayment shall be
payable to the order of Escrowee (as hereinafter defined) All checks in payment of the
balance of the Purchase Price shall be payable to the order of Seller (or as Seller
otherwise directs pursuant to subparas 6(a)(viii) or 18(b))
(c) Except for the Downpayment and checks aggregating not more than
one-half of one percent of the Purchase Price One Thousand Dollars ($100000)
including payment for closing adjustments all checks delivered by Purchaser shall be
certified or official bank checks as hereinabove provided
4 Closing of Title The closing documents referred to in para 6 shall be
delivered and payment of the balance of the Purchase Price shall be made at the closing
of title (ldquoClosingrdquo) to be held on or about at AM at the offices of
Giddins Claman LLP 675 Third Avenue 29th
Floor New York NY or at the office
of Purchaserrsquos lending institution or its counsel provided however that such office is
located in either the City or County in which either (a) Sellerrsquos attorney maintains an
office or (b) the Unit is located
5 Representations Warranties and Covenants Seller represents warrants
and covenants that
- 3 -
(a) Seller is the sole owner of the Unit and the property referred to in
subpara 2(a) and Seller has the full right power and authority to sell convey and transfer
the same
(b) The common charges (excluding separately billed utility charges) for
the Unit on the date hereof are $xxxxx per month
(c) Seller has not received any written notice of any intended assessment
or increase in common charges not reflected in subpara 5(b) Purchaser acknowledges
that it will not have the right to cancel this Contract in the event of the imposition of any
assessment or increase in common charges after the date hereof of which Seller has not
heretofore received written notice
(d) The real estate taxes for the Unit for the fiscal year of ________
through ________ are $_________ Purchaser may verify the real estate taxes on the
website of the New York City Department of Finance A printout from the website
is attached
(e) Seller is not a ldquosponsorrdquo or a nominee of a ldquosponsorrdquo under any plan of
condominium organization affecting the Unit
(f) All refrigerators freezers ranges dishwashers washing machines
clothes dryers and air conditioning equipment included in this sale will be in working
order at the time of Closing
(g) If a copy is attached to this Contract the copy of the Certificate of
Occupancy covering the Unit is a true and correct copy and
(h) Seller is not a ldquoforeign personrdquo as defined in para 17 (If inapplicable
delete and provide for compliance with Code Withholding Section as defined in para
17)
6 Closing Documents (a) At the Closing Seller shall deliver to Purchaser the
following
(i) Bargain and sale deed With covenant against grantorrsquos acts
(ldquoDeedrdquo) complying with RPL sect 339-o and containing the covenant required by LL sect
13(5) conveying to Purchaser title to the Unit together with its undivided interest in the
Common Elements (as such term is defined in the Declaration and which term shall be
deemed to include Sellerrsquos right title and interest in any limited common elements
attributable to or used in connection with the Unit) appurtenant thereto free and clear of
all liens and encumbrances other than Permitted Exceptions The Deed shall be executed
and acknowledged by Seller and if requested by the Condominium executed and
acknowledged by Purchaser in proper statutory form for recording
- 4 -
(ii) If a corporation and if required pursuant to BCL sect 909 Seller
shall deliver to Purchaser (1) a resolution of its board of directors authorizing the delivery
of the Deed and (2) a certificate executed by an officer of such corporation certifying as
to the adoption of such resolution and setting forth facts demonstrating that the delivery
of the Deed is in conformity with the requirements of BCL sect 909 The Deed shall also
contain a recital sufficient to establish compliance with such law
(iii) A waiver of right of first refusal of the board of managers of
the Condominium (ldquoBoardrdquo) if required in accordance with para 8
(iv) A statement by the Condominium or its managing agent that
the common charges and any assessments then due and payable the Condominium have
been paid to the date of the Closing
(v) All keys to the doors of and mailbox for the Unit
(vi) Such affidavits andor other evidence as the title company
(ldquoTitle Companyrdquo) from which Purchaser has ordered a title insurance report and which
is authorized to do business in New York State shall reasonably require in order to omit
from its title insurance policy all exceptions for judgments bankruptcies or other returns
against Seller and persons or entities whose names are the same as or are similar to
Sellerrsquos name
(vii) New York City Real Property Transfer Tax Return if
applicable and New York State Real Estate Transfer Tax Return prepared executed and
acknowledged by Seller in proper form for submission
(viii) Checks in payment of all applicable real property transfer
taxes except a transfer tax which by law is primarily imposed on the purchaser
(ldquoPurchaser Transfer Taxrdquo) due in connection with the sale In lieu of delivery of such
checks Seller shall have the right upon reasonable prior notice to Purchaser to cause
Purchaser to deliver said checks at the Closing and to credit the amount thereof against
the balance of the Purchase Price Seller shall pay the additional transfer taxes if any
payable after the Closing by reason of the conveyance of the Unit which obligation shall
survive the Closing
(ix) Certification that Seller is not a foreign person pursuant to
para 17 or a withholding certificate from the Internal Revenue Service (If inapplicable
delete and provide for compliance with Code Section as defined in para 17) and
(x) Affidavit that a single station smoke detecting alarm device is
installed pursuant to New York Executive Law sect378(5)
(b) At the Closing Purchaser shall deliver to Seller the following
- 5 -
(i) Checks in payment of (y) the balance of the Purchase Price in
accordance with subpara 3(b) and (z) any Purchaser Transfer Tax
(ii) If required by the Declaration or By-Laws power of attorney
to the Board prepared by Seller in the form required by the Condominium The power of
attorney shall be executed and acknowledged by Purchaser and after being recorded
shall be sent to the Condominium
(iii) New York City Real Property Transfer Tax Return executed
and acknowledged by Purchaser and an Affidavit in Lieu of Registration pursuant to New
York Multiple Dwelling Law each in proper form for submission if applicable and
(iv) If required New York State Equalization Return executed
and acknowledged by Purchaser in proper form for submission
(c) It is a condition of Purchaserrsquos obligation to close title hereunder that
(i) All notes or notices of violations of law or governmental
orders ordinances or requirements affecting the Unit and noted or issued by any
governmental department agency or bureau having jurisdiction which were noted or
issued on or prior to the date hereof shall have been cured by Seller
(ii) Any written notice to Seller from the Condominium (or its
duly authorized representative) that the Unit is in violation of the Declaration By-Laws
or rules and regulations of the Condominium shall have been cured and
(iii) The Condominium is a valid condominium created pursuant
to RPL Art 9-B and the Title Company will so insure
7 Closing Adjustments (a) The following adjustments shall be made as of
1159 PM of the day before the Closing
(i) Real estate taxes and water charges and sewer rents if
separately assessed on the basis of the fiscal period for which assessed except that if
there is a water meter with respect to the Unit apportionment shall be based on the last
available reading subject to adjustment after the Closing promptly after the next reading
is available provided however that in the event real estate taxes have not as of the date
of Closing been separately assessed to the Unit real estate taxes shall be apportioned on
the same basis as provided in the Declaration or By-Laws or in the absence of such
provision based upon the Unitrsquos percentage interest in the Common Elements
(ii) Common charges of the Condominium and
(iii) If fuel is separately stored with respect to the Unit only the
value of fuel stored with respect to the Unit at the price then charged by Sellerrsquos supplier
- 6 -
(as determined by a letter or certificate to be obtained by Seller from such supplier)
including any sales taxes
(b) If at the time of Closing the Unit is affected by an assessment which is
or may become payable in installments then for the purposes of this Contract only the
unpaid installments which are then due shall be considered due and are to be paid by
Seller at the Closing All subsequent installments at the time of Closing shall be the
obligation of Purchaser
(c) Any errors or omissions in computing closing adjustments shall be
corrected This subpara 7(c) shall survive the Closing
(d) If the Unit is located in the City of New York the ldquocustoms in respect
to title closingsrdquo recommended by The Real Estate Board of New York Inc as amended
and in effect on the date of Closing shall apply to the adjustments and other matters
therein mentioned except as otherwise provided herein
8 Right of First Refusal If so provided in the Declaration or By-Laws this
sale is subject to and conditioned upon the waiver of a right of first refusal to purchase
the Unit held by the Condominium and exercisable by the Board Seller agrees to give
notice promptly to the Board of the contemplated sale of the Unit to Purchaser which
notice shall be given in accordance with the terms of the Declaration and By-Laws and
Purchaser agrees to provide promptly all applications information and references
reasonably requested by the Board If the Board shall exercise such right of first refusal
Seller shall promptly refund to Purchaser the Downpayment (which term for all purposes
of this Contract shall be deemed to include interest if any earned thereon) and upon the
making of such refund this Contract shall be deemed cancelled and of no further force or
effect and neither party shall have any further rights against or obligations or liabilities
to the other by reason of this Contract If the Board shall fail to exercise such right of
first refusal within the time and in the manner provided for in the Declaration or By-Laws
or shall declare in writing its intention not to exercise such right of first refusal (a copy of
which writing shall be delivered to Purchaser promptly following receipt thereof) the
parties hereto shall proceed with this sale in accordance with the provisions of this
Contract
9 Processing Fee Seller shall at the Closing pay all fees and charges payable
to the Condominium (andor its managing agent) in connection with this sale and
customarily charged to Sellers by the Condominium including without limitation
any processing fee the legal fees if any of the Condominiumrsquos attorney in connection
with this sale and unless otherwise agreed to by Seller and Purchaser in writing all ldquoflip
taxesrdquo transfer or entrance fees or similar charges if any payable to or for the
Condominium or otherwise for the benefit of the Condominium unit owners which arise
by reason of this sale Purchaser shall pay all fees customarily charged to Purchasers
by the Condominium or Managing Agent
- 7 -
10 No Other Representations Purchaser has examined and is satisfied with the
Declaration By-Laws and rules and regulations of the Condominium or has waived the
examination thereof Purchaser has inspected the Unit its fixtures appliances and
equipment and the personal property if any included in this sale as well as the Common
Elements of the Condominium and knows the condition thereof and subject to subpara
5(f) agrees to accept the same ldquoas isrdquo ie in the condition they are in on the date hereof
subject to normal use wear and tear between the date hereof and the Closing Purchaser
has examined or waived examination of the last audited financial statements of the
Condominium and has considered or waived consideration of all other matters pertaining
to this Contract and to the purchase to be made hereunder and does not rely on any
representations made by any broker or by Seller or anyone acting or purporting to act on
behalf of Seller as to any matters which might influence or affect the decision to execute
this Contract or to buy the Unit or said personal property except those representations
and warranties which are specifically set forth in this Contract
11 Possession Seller shall prior to the Closing remove from the Unit all
furniture furnishings and other personal property not included in this sale shall repair
any damage caused by such removal and shall deliver exclusive possession of the Unit at
the Closing vacant broom-clean and free of tenancies or other rights of use or
possession
12 Access Seller shall permit Purchaser and its architect decorator or other
authorized persons to have the right of access to the Unit between the date hereof and the
Closing for the purpose of inspecting the same and taking measurements at reasonable
times and upon reasonable prior notice to Seller (by telephone or otherwise) Further
Purchaser shall have the right to inspect the Unit at a reasonable time during the 24-hour
period immediately preceding the Closing
13 Defaults and Remedies (a) If Purchaser defaults hereunder Sellerrsquos sole
remedy shall be to retain the Downpayment as liquidated damages it being agreed that
Sellerrsquos damages in case of Purchaserrsquos default might be impossible to ascertain and that
the Downpayment constitutes a fair and reasonable amount of damages under the
circumstances and is not a penalty
(b) If Seller defaults hereunder Purchaser shall have such remedies as
Purchaser shall be entitled to at law or in equity including but not limited to specific
performance
14 Notices Any notice request or other communication (ldquoNoticerdquo) given or
made hereunder (except for the notice required by para 12) shall be in writing and either
(a) sent by any of the parties hereto or their respective attorneys by registered or certified
mail return receipt requested postage prepaid or (b) delivered in person or by overnight
courier with receipt acknowledged to the address given at the beginning of this Contract
for the party to whom the Notice is to be given or to such other address for such party as
said party shall hereafter designate by Notice given to the other party pursuant to this
- 8 -
para 14 or (c) with respect to para 6(a)(viii) or para 18(b) sent by fax to the partyrsquos
attorney Each Notice mailed shall be deemed given on the third business day following
the date of mailing the same and each Notice delivered in person or by overnight courier
shall be deemed given when delivered A copy of each notice sent to a party shall also be
sent to the partyrsquos attorney Each notice sent by fax shall be deemed given when
transmission is confirmed by the senders fax machine The attorneys for the parties are
hereby authorized to give and receive on behalf of their clients all Notices and deliveries
15 Purchaserrsquos Lien The Downpayment and all other sums paid on account of
this Contract and the reasonable expenses of the examination of title to and departmental
violation searches in respect of the Unit are hereby made a lien upon the Unit but such
lien shall not continue after default by Purchaser hereunder
16 Downpayment in Escrow (a) Sellerrsquos attorney (ldquoEscroweerdquo) shall hold the
Downpayment in escrow in a segregated bank account at the depository identified at the
end of this Contract until Closing or sooner termination of this Contract and shall pay
over or apply the Downpayment in accordance with the terms of this para 16 Escrowee
shall hold the Downpayment in a(n) interest-bearing Escrow account for the benefit of
the parties If interest is held for the benefit of the parties it shall be paid to the party
entitled to the Downpayment and the party receiving the interest shall pay any income
taxes thereon If interest is not held for the benefit of the parties the Downpayment shall
be placed in an IOLA account or as otherwise permitted or required by law The Social
Security or Federal Identification numbers of the parties shall be furnished to Escrowee
upon request At Closing the Downpayment shall be paid by Escrowee to Seller If for
any reason Closing does not occur and either party gives Notice (as defined in paragraph
14) to Escrowee demanding payment of the Downpayment Escrowee shall give prompt
Notice to the other party of such demand If Escrowee does not receive Notice of
objection from such other party to the proposed payment within 10 business days after
the giving of such Notice Escrowee is hereby authorized and directed to make such
payment If Escrowee does receive such Notice of objection within such 10 day period or
if for any other reason Escrowee in good faith shall elect not to make such payment
Escrowee shall continue to hold such amount until otherwise directed by Notice from the
parties to this Contract or a final nonappealable judgment order or decree of a court
However Escrowee shall have the right at any time to deposit the Downpayment with the
clerk of a court in the county in which the Unit is located and shall give Notice of such
deposit to Seller and Purchaser Upon such deposit or other disbursement in accordance
with the terms of this para 16 Escrowee shall be relieved and discharged of all further
obligations and responsibilities hereunder
(b) The parties acknowledge that Escrowee is acting solely as a
stakeholder at their request and for their convenience and that Escrowee shall not be
liable to either party for any act or omission on its part unless taken or suffered in bad
faith or in willful disregard of this Contract or involving gross negligence on the part of
Escrowee Seller and Purchaser jointly and severally (with right of contribution) agree to
- 9 -
defend (by attorneys selected by Escrowee) indemnify and hold Escrowee harmless from
and against all costs claims and expenses (including reasonable attorneysrsquo fees) incurred
in connection with the performance of Escroweersquos 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 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 Escroweersquos agreement to the provisions of this para 16 by signing in
the place indicated in this Contract
(e) Escrowee or any member of its firm shall be permitted to act as
counsel for Seller in any dispute as to the disbursement of the Downpayment or any other
dispute between the parties whether or not Escrowee is in possession of the
Downpayment and continues to act as Escrowee
(f) The party whose attorney is Escrowee shall be liable for loss of the
Downpayment
17 FIRPTA Seller represents and warrants to Purchaser that Seller is not a
ldquoforeign personrdquo as defined in IRC sect 1445 as amended and the regulations issued
thereunder (ldquoCode Withholding Sectionrdquo) At the Closing Seller shall deliver to
Purchaser a certificate stating that Seller is not a foreign person in the form then required
by the Code Withholding Section or a withholding certificate from the Internal Revenue
Service In the event Seller fails to deliver the aforesaid certificate or in the event that
Purchaser is not entitled under the Code Withholding Section to rely on such certificate
Purchaser shall deduct and withhold from the Purchase Price a sum equal to 10 thereof
and shall at Closing remit the withheld amount with the required forms to the Internal
Revenue Service
18 Title Report Acceptable Title (a) Purchaser shall promptly after the date
hereof or after receipt of the mortgage commitment letter if applicable order a title
insurance report from the Title Company Promptly after receipt of the title report and
thereafter of any continuations thereof and supplements thereto Purchaser shall forward a
copy of each such report continuation or supplement to the attorney for Seller Purchaser
shall further notify Sellerrsquos attorney of any other objections to title not reflected in such
title report of which Purchaser becomes aware following the delivery of such report
reasonably promptly after becoming aware of such objections
(b) Any unpaid taxes assessments water charges and sewer rents
together with the interest and penalties thereon to a date not less than two days following
- 10 -
the date of Closing and any other liens and encumbrances which Seller is obligated to
pay and discharge or which are against corporations estates or other persons in the chain
of title together with the cost of recording or filing any instruments necessary to
discharge such liens and encumbrances of record may be paid out of the proceeds of the
monies payable at the Closing if Seller delivers to Purchaser at the Closing official bills
for such taxes assessments water charges sewer rents interest and penalties and
instruments in recordable form sufficient to discharge any other liens and encumbrances
of record Upon request made a reasonable time before the Closing Purchaser shall
provide at the Closing separate checks for the foregoing payable to the order of the holder
of any such lien charge or encumbrance and other wise complying with subpara 3(b) If
the Title Company is willing to insure Purchaser that such charges liens and
encumbrances will not be collected out of or enforced against the Unit and is willing to
insure the lien of Purchaserrsquos Institutional Lender (as hereinafter defined) free and clear
of any such charges liens and encumbrances then Seller shall have the right in lieu of
payment and discharge to deposit with the Title Company such funds or to give such
assurances or to pay such special or additional premiums as the Title Company may
require in order to so insure In such case the charges liens and encumbrances with
respect to which the Title Company has agreed so to insure shall not be considered
objections to title
(c) Seller shall convey and Purchaser shall accept fee simple title to the
Unit in accordance with the terms of this Contract subject only to (a) the Permitted
Exceptions and (b) such other matters as (i) the Title Company or any other title insurer
licensed to do business by the State of New York shall be willing without special or
additional premium to omit as exceptions to coverage or to except with insurance against
collection out of or enforcement against the Unit and (ii) shall be accepted by any lender
which has committed in writing to provide mortgage financing to Purchaser for the
purchase of the Unit (ldquoPurchaserrsquos Institutional Lenderrdquo) except that if such
acceptance by Purchaserrsquos Institutional Lender is unreasonably withheld or delayed such
acceptance shall be deemed to have been given
(d) Notwithstanding any contrary provisions in this Contract express or
implied or any contrary rule of law or custom if Seller shall be unable to convey the
Unit in accordance with this Contract (provided that Seller shall release discharge or
otherwise cure at or prior to Closing any matter created by Seller after the date hereof and
any existing mortgage unless this sale is subject to it) and if Purchaser elects not to
complete this transaction without abatement of the Purchase Price the sole obligation and
liability of Seller shall be to refund the Downpayment to Purchaser together with the
reasonable cost of the examination of title to and departmental violation searches in
respect of the Unit and upon the making of such refund and payment this Contract shall
be deemed cancelled and of no further force or effect and neither party shall have any
further rights against or obligations or liabilities to the other by reason of this Contract
However nothing contained in this subpara 18(d) shall be construed to relieve Seller
from liability due to a willful default
- 11 -
19 Risk of Loss Casualty (a) The risk of loss or damage to the Unit or the
personal property included in this sale by fire or other casualty until the earlier of the
Closing or possession of the Unit by Purchaser is assumed by Seller but without any
obligation of Seller to repair or replace any such loss or damage unless Seller elects to do
so as hereinafter provided Seller shall notify Purchaser of the occurrence of any such
loss or damage to the Unit or the personal property included in this sale within 10 days
after such occurrence or by the date of Closing whichever first occurs and by such
notice shall state whether or not Seller elects to repair or restore the Unit andor the
personal property as the case may be If Seller elects to make such repairs and
restorations Sellerrsquos notice shall set forth an adjourned date for the Closing which shall
be not more than 60 days after the date of the giving of Sellerrsquos notice If Seller either
does not elect to do so or having elected to make such repairs and restorations fails to
complete the same on or before said adjourned date for the Closing Purchaser shall have
the following options
(i) To declare this Contract cancelled and of no further force or
effect and receive a refund of the Downpayment in which event neither party shall
thereafter have any further rights against or obligations or liabilities to the other by
reason of this Contract or
(ii) To complete the purchase in accordance with this Contract
without reduction in the Purchase Price except as provided in the next sentence If Seller
carries hazard insurance covering such loss or damage Seller shall turn over to Purchaser
at the Closing the net proceeds actually collected by Seller under the provisions of such
hazard insurance policies to the extent that they are attributable to loss of or damage to
any property included in this sale less any sums theretofore expended by Seller in
repairing or replacing such loss or damage or in collecting such proceeds and Seller shall
assign (without recourse to Seller) Sellerrsquos right to receive any additional insurance
proceeds which are attributable to the loss of or damage to any property included in this
sale
(b) If Seller does not elect to make such repairs and restorations
Purchaser may exercise the resulting option under (i) or (ii) of (a) above only by notice
given to Seller within 10 days after receipt of Sellerrsquos notice If Seller elects to make such
repairs and restorations and fails to complete the same on or before the adjourned closing
date Purchaser may exercise either of the resulting options within 10 days after the
adjourned closing date
(c) In the event of any loss of or damage to the Common Elements which
materially and adversely affects access to or use of the Unit arising after the date of this
Contract but prior to the Closing Seller shall notify Purchaser of the occurrence thereof
within 10 days after such occurrence or by the date of Closing whichever occurs first in
which event Purchaser shall have the following options
- 12 -
(i) To complete the purchase in accordance with this Contract
without reduction in the Purchase Price or
(ii) To adjourn the Closing until the first to occur of (1)
completion of the repair and restoration of the loss or damage to the point that there is no
longer a materially adverse effect on the access to or use of the Unit or (2) the 60th day
after the date of the giving of Sellerrsquos aforesaid notice In the event Purchaser elects to
adjourn the Closing as aforesaid and such loss or damage is not so repaired and restored
within 60 days after the date of the giving of Sellerrsquos aforesaid notice then Purchaser
shall have the right either to (x) complete the purchase in accordance with this Contract
without reduction in the Purchase Price or (y) declare this Contract cancelled and of no
further force or effect and receive a refund of the Downpayment in which latter event
neither party shall thereafter have any further rights against or obligations or liabilities
to the other by reason of this Contract
(d) In the event of any loss of or damage to the Common Elements which
does not materially and adversely affect access to or use of the Unit Purchaser shall
accept title to the Unit in accordance with this Contract without abatement of the
Purchase Price
20 Internal Revenue Service Reporting Requirement Each party shall
execute acknowledge and deliver to the other party such instruments and take such other
actions as such other party may reasonably request in order to comply with IRC sect
6045(e) as amended or any successor provision or any regulations promulgated pursuant
thereto insofar as the same requires reporting of information in respect of real estate
transactions The provisions of this para 20 shall survive the Closing The parties
designate _________________________________ as the attorney responsible for
reporting this information as required by law
21 Broker Seller and Purchaser represent and warrant to each other that the only
real estate broker with whom they have dealt in connection with this Contract and the
transaction set forth herein is ______________________________ and that they know of
no other real estate broker who has claimed or may have the right to claim a commission
in connection with this transaction The commission of such real estate broker shall be
paid by Seller pursuant to separate agreement If no real estate broker is specified above
the parties acknowledge that this Contract was brought about by direct negotiation
between Seller and Purchaser and each represents to the other that it knows of no real
estate broker entitled to a commission in connection with this transaction Seller and
Purchaser shall indemnify and defend each other against any costs claims or expenses
(including reasonable attorneysrsquo fees) arising out of the breach on their respective parts of
any representation warranty or agreement contained in this para 21 The provisions of
this para 21 shall survive the Closing or if the Closing does not occur the termination of
this Contract
- 13 -
22 Mortgage Commitment Contingency (Delete paragraph if inapplicable) (a)
The obligation of Purchaser to purchase under this Contract is conditioned upon issuance
on or before ____________ days after a fully executed copy of this Contract is given to
Purchaser or Purchaserrsquos attorney in the manner set forth in paragraph 14 or
subparagraph 22(k) (the ldquoCommitment Daterdquo) 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 Purchasers sole cost and expense of $______________ for a term of at least _______
years (or such lesser sum or shorter term as Purchaser shall be willing to accept) at the
prevailing fixed or adjustable rate of interest and on other customary commitment terms
(the ldquoCommitmentrdquo) To the extent a Commitment is conditioned on the sale of
Purchaserrsquos current home payment of any outstanding debt no material adverse change
in Purchaserrsquos 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 Lenderrsquos approval of an appraisal shall not be deemed a ldquoCommitmentrdquo
hereunder until an appraisal is approved (and if that does not occur before the
Commitment Date Purchaser may cancel under subparagraph 22(e) unless the
Commitment Date is extended) Purchaserrsquos 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 Purchaserrsquos
election more than one Institutional Lender for such mortgage loan (ii) furnish accurate
and complete information regarding Purchaser and members of Purchaserrsquos 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 22(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 (ldquoMortgage Brokerrdquo) shall constitute full compliance with
the terms and conditions set forth in subparagraph 22(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 22
- 14 -
(e) If no Commitment is issued by the 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 22(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 22
(f) If this Contract is canceled by Purchaser pursuant to subparagraphs
22(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 21
(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 22(a) then Purchaser shall be deemed to have waived
Purchaserrsquos right to cancel this Contract and to receive a refund of the Downpayment by
reason of the contingency contained in this paragraph 22
(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 of its obligations under this
paragraph 22) and except as set forth in paragraph 21
(i) The attorneys for the parties are hereby authorized to give and receive
on behalf of their clients all Notices and deliveries under this paragraph 22
(j) For purposes of this Contract the term ldquoInstitutional Lenderrdquo 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
(k) For purposes of subparagraph (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
- 15 -
23 Gender Etc As used in this Contract the neuter includes the masculine and
feminine the singular includes the plural and the plural includes the singular as the
context may require
24 Entire Contract All prior understandings and agreements between Seller and
Purchaser are merged in this Contract and this Contract supersedes any and all
understandings and agreements between the parties and constitutes the entire agreement
between them with respect to the subject matter hereof
25 Captions The captions in this Contract are for convenience and reference
only and in no way define limit or describe the scope of this Contract and shall not be
considered in the interpretation of this Contract or any provision hereof
26 No Assignment by Purchaser Purchaser may not assign this Contract or any
of Purchaserrsquos rights hereunder
27 Successors and Assigns Subject to the provisions of para 26 the provisions
of this Contract shall bind and inure to the benefit of both Purchaser and Seller and their
respective distributees executors administrators heirs legal representatives successors
and permitted assigns
28 No Oral Changes This Contract cannot be changed or terminated orally Any
changes or additional provisions must be set forth in a rider attached hereto or in a
separate written agreement signed by both parties to this Contract
29 Contract Not Binding Until Signed This Contract shall not be binding or
effective until properly executed and delivered by Seller and Purchaser
30 Lead-Based Paint If applicable the complete and fully executed disclosure
of information on lead-based paint andor lead-based paint hazards is attached hereto and
made a part hereof
IN WITNESS WHEREOF the parties hereto have duly executed this Contract
on the day and year first above written
Seller Purchaser
_________________________________ ____________________________________
- 16 -
Agreed to as to para 16 ________________________________
Giddins Claman LLP Escrowee
Escrow Depository
Address
SCHEDULE A - Permitted Exceptions
1 Zoning laws and regulations and landmark historic or wetlands designation
which are not violated by the Unit and which are not violated by the Common Elements
to the extent that access to or use of the Unit would be materially and adversely affected
2 Consents for the erection of any structure or structures on under or above any
street or streets on which the Building may abut
3 The terms burdens covenants restrictions conditions easements and rules
and regulations set forth in the Declaration By-Laws and rules and regulations of the
Condominium the Power of Attorney from Purchaser to the board of managers of the
Condominium and the floor plans of the Condominium all as may be amended from time
to time
4 Rights of utility companies to lay maintain install and repair pipes lines
poles conduits cable boxes and related equipment on over and under the Building and
Common Elements provided that none of such rights imposes any monetary obligation
on the owner of the Unit or materially interferes with the use of or access to the Unit
5 Encroachments of stoops areas cellar steps trim cornices lintels window
sills awnings canopies ledges fences hedges coping and retaining walls projecting
from the Building over any street or highway or over any adjoining property and
encroachments of similar elements projecting from adjoining property over the Common
Elements
6 Any state of facts which an accurate survey or personal inspection of the
Building Common Elements or Unit would disclose provided that such facts do not
prevent the use of the Unit for dwelling purposes For the purposes of this Contract none
of the facts shown on the survey if any identified below shall be deemed to prevent the
use of the Unit for dwelling purposes and Purchaser shall accept title subject thereto
- 17 -
The survey referred to in No 6 above was prepared by
___________________________ dated _____________________ and last revised
____________________
7 The lien of any unpaid common charge real estate tax water charge sewer
rent or vault charge provided the same are paid or apportioned at the Closing as herein
provided
8 The lien of any unpaid assessments to the extent of installments thereof
payable after the Closing
9 Liens encumbrances and title conditions affecting the Common Elements
which do not materially and adversely affect the right of the Unit owner to use and enjoy
the Common Elements
10 Notes or notices of violations of law or governmental orders ordinances or
requirements (a) affecting the Unit and noted or issued subsequent to the date of this
Contract by any governmental department agency or bureau having jurisdiction and (b)
any such notes or notices affecting only the Common Elements which were noted or
issued prior to or on the date of this Contract or at any time hereafter
11 Any other matters or encumbrances subject to which Purchaser is required to
accept title to the Unit pursuant to this Contract
ABOUT THE SPEAKERS
Lisa Lippman Senior Vice President and Director was the 1 broker at Brown Harris Stevens in 2009 With 13 years of experience selling real estate Lisa specializes in the sale of high end cooperatives condominiums and townhomes throughout Manhattan As is clear from her record even in tough times Lisa manages to both sell and find homes for her clients
Other awards Lisa has won in the last few years include
middotWall Street Journal top 400-Lisa was 11 in the nation and 2 in Manhattan 2009middotWall Street Journal top 50 brokers in America 2007middotBrown Harris Stevens Westside Office Broker of the Year All Years 2006 - 2009 middotBrown Harris Stevens Westside Office Listing Broker of the Year 2007 2008 2009middotBrown Harris Stevens Largest New Development Deal of the Year 2009
Prior to becoming a real estate broker Lisa spent several years as a lawyer practicing litigation at two prestigious law firms She graduated from The University of Pennsylvania in 1986 and earned her law degree from Cardozo in 1990 Lisarsquos legal background affords her a keen understanding of the negotiation process as well as the complexities needed to complete the deal
A New York City resident for 24 years Lisa offers impeccable knowledge of the market as it applies across all neighborhoods She has lived downtown on the Upper East Side and has now resided on the Upper West Side for the past 14 years Additionally as the mother of three children Lisa is personally involved in the decisions all buyers face in choosing a neighborhood and a home
Lisa takes pride in being a straight-forward intelligent and honest broker She understands the individual needs of each client as well as their comfort with the purchase andor sale process Her listening talents combined with her unbeatable memory work ethic and negotiation skills allow her to service her buyers and sellers most effectively Lisa is also active in the New York community including the UJA and her childrenrsquos school All of this enables her to offer a well-rounded approach to navigating the New York real estate landscape bringing to life the nuances and charms that the City and its real estate market have to offer
LISA LIPPMANSenior Vice PresidentDirector
Lisa Lippman bull 212- 588-5606 bull fax 212-418-9733 bull llippmanbhsusacom
GIDDINS bull CLAMAN LLP
Attorneys at Law
675 THIRD AVENUE
29TH
FLOOR
NEW YORK NEW YORK 10017
(212)573-6703
FAX (212)949-1923 Paul M Giddins
Scott Claman
Giddins Claman LLP ndash Firm Biography
Giddins Claman LLP (formerly Giddins Claman amp Langs LLP) was
established in 1988 by Paul M Giddins formerly an Assistant District Attorney in
the New York County District Attorneyrsquos Office For over 20 years the firm has
specialized in real estate matters in the New York City metropolitan area with an
active transactional real estate practice Mr Giddins has specialized in residential
real estate during that time In addition to purchase sale and refinance transactions
Mr Giddins represents cooperative apartment boards of directors and condominium
boards of managers Mr Giddins also regularly gives lectures and seminars on real
estate matters for many of the prominent real estate brokerage firms in New York
Scott Claman has been in the practice of law in New York for over 26 years
and joined the firm as a member in 1996 having previously been a partner at a law
firm that specialized in the representation of cooperative apartment boards of
directors and condominium boards of managers Mr Claman is regularly engaged
in a variety of transactional real estate matters ranging from commercial leasing
mortgage financing and asset dispositions to individual apartment and house sales
In addition to individual and institutional owners of residential and commercial real
estate Mr Claman also represents cooperative apartment boards of directors and
condominium boards of managers and has given numerous lectures and seminars
on real estate matters for the Real Estate Board of New York and for many of the
prominent real estate brokerage firms in New York
Steven M Nachman serves as Of Counsel to the firm in connection with
commercial and general litigation matters Mr Nachman formerly associated with
the firm of Stroock amp Stroock amp Lavan has over 20 years of civil litigation
experience
Giddins Claman LLP is proud to provide our clients with the benefits of our
collective experience as seasoned litigators and transactional real estate specialists
while maintaining our personal commitment to represent our clients in a manner
associated with a smaller practice
ManhattanResidential Market Report
Fourth Quarter 2010
Manhattan Cooperatives and Condominiums
2 Fourth Quarter 2010
Average and Median Sale Price
Cooperative Average Sale Price
Condominium Average Sale Price
Cover Property BrownHarrisStevenscom WEB272151
Average Sale Price Median Sale Price
Prices for Manhattan apartments continued to edge upward
as their average sale price of $1432787 was 8 higher
than a year ago This marked the sixth straight quarter that
the average price has risen While the number of recorded
transactions fell 25 from a year ago the fourth quarter of 2009
was uncharacteristically busy due to pent-up demand after the
collapse of Lehman Brothers had frozen the market earlier that year
The average co-op price continued to rise sharply as
more buyers favored larger apartments compared to a year ago Two-bedroom and larger
units accounted for 45 of co-op sales up from 40 a year ago This helped push
the overall average co-op price up 17 from 2009rsquos fourth
quarter to $1158333
Condo prices averaged $1751219 during the fourth
quarter 1 higher than a year ago One-bedrooms posted the
biggest increase in average price rising 9 over the past year
to $844964
Studio 1-Bedroom 2-Bedroom 3+Bedroom All
4th Q 10 $342545 $593718 $1231116 $3150700 $1158333
3rd Q 10 $366086 $606444 $1206257 $3049980 $1156733
2nd Q 10 $356696 $597311 $1301392 $2872496 $1065814
1st Q 10 $334307 $587538 $1132150 $3098881 $1079195
4th Q 09 $345725 $585238 $1133967 $3001012 $990921
Studio 1-Bedroom 2-Bedroom 3+Bedroom All
4th Q 10 $495002 $844964 $1637638 $4567750 $1751219
3rd Q 10 $495876 $809514 $1596021 $3835376 $1724180
2nd Q 10 $464559 $840829 $1570772 $3922994 $1686690
1st Q 10 $529970 $819785 $1608375 $4250098 $1730415
4th Q 09 $554568 $772525 $1583362 $4574080 $1732362
Average Sale Price Median Sale Price
$1600000
$1400000
$1200000
$1000000
$800000
$400000
$600000
$1369883 $820000
1Q10
$1324504 $800000
4Q09
$1432787 $840000
4Q10
$1423378 $890000
3Q10
$1377135 $842779
2Q10
Fourth Quarter 2010 3
New Developments Lofts
Time on the Market
Excludes new developments and units listed over one year Based on the last asking price Excludes new developments
Average Price Per Square Foot
New development prices averaged $1099 per square foot 11 less than during the fourth quarter of 2009 This was due in part to an increase in the percent of new development sales in Northern Manhattan from 9 a year ago to 15 At $1052 the average price per square foot for loft apartments was 3 higher than during 2009rsquos fourth quarter
Apartments sold during the quarter spent an average of 113 days on the market 14 less time than a year ago Sellers received 955 of the last asking price up slightly from the fourth quarter of 2009
Asking Vs Selling Price
$700
$900
$1100
$1300 $1099
4Q10
$1238
4Q09
$1146
1Q10 2Q10
$1176
$700
$900
$1100
$1300 $1052
4Q10
$1017
4Q09
$1037
1Q10
$1066
2Q10
$1112
3Q10
$1077
3Q10
75 days
100 days
125 days
150 days 113
4Q10
132
4Q09
119
1Q10
112
2Q10
85
90
95
100 955
4Q10
954
4Q09
962
1Q10
97
3Q10
959
3Q10
966
2Q10
Generally 59th to 96th Street Fifth Avenue to the East River
Cooperative Condominium
East sidE
4 Fourth Quarter 2010
Average Price Per Square Foot
At an average of $1581971 prices for two-bedroom East Side
apartments were 14 higher than a year ago The average price fell
13 for three-bedroom and larger apartments due in part to 2 closings
of over $30 million a year ago inflating that figure Co-ops fared better than condos as the average
price per room rose for both prewar and postwar co-ops over the past year
while the average condo price per square foot fell
Average Price Per Room
4Q09 4Q10
Studio 1-Bedroom 2-Bedroom 3+Bedroom
Percent of Sales
4th Q 09 10 35 36 19
4th Q 10 11 39 28 22
Average Price
4th Q 09 $351462 $647300 $1383364 $4146087
4th Q 10 $355459 $647207 $1581971 $3605513
Change 1 0 14 -13
$100000
$300000
$150000
$200000
$250000
$350000
$400000
$50000
$200
$1000
$400
$600
$800
$1200
$1400
$0
Postwar
$204713 $210559
Prewar
$348425 $383335
4Q10
$1126
4Q09
$1168
Generally 59th to 110th Street Hudson River to West of Fifth Avenue
WEst sidE
Fourth Quarter 2010 5
Cooperative CondominiumAverage Price Per Room Average Price Per Square Foot
With the exception of studios prices rose for all other size categories of apartments on
the West Side led by a 21 gain in the average price for
three-bedroom and larger units This increase was helped by
535 West End Avenue whose three-bedroom closing prices averaged over $115 million
in the fourth quarter Co-ops remained strong as the average
price per room rose 21 for prewar and 12 for postwar co-ops on the West Side The average condo price per square
foot rose 3 to $1309 making the West Side the only
area where both co-op and condo prices were higher
than a year ago
4Q09 4Q10
Studio 1-Bedroom 2-Bedroom 3+Bedroom
Percent of Sales
4th Q 09 10 37 37 16
4th Q 10 8 33 38 21
Average Price
4th Q 09 $417466 $656421 $1326640 $3325062
4th Q 10 $391228 $766529 $1378920 $4030338
Change -6 17 4 21
$125000
$225000
$150000
$175000
$200000
$250000
$275000
$100000
$200
$1000
$400
$600
$800
$1200
$1400
$0
4Q09
$1267
4Q10
$1309
Prewar
$215967 $260653
Postwar
$189264 $212348
MidtoWn East Generally 34th to 59th Street Fifth Avenue to the East River
MidtoWn
MidtoWn WEst Generally 34th to 59th Street Hudson River to West of Fifth Avenue
6 Fourth Quarter 2010
Cooperative Condominium
Cooperative Condominium
Average Price Per Room Average Price Per Square Foot
Average Price Per Room Average Price Per Square Foot
A couple of high-end closings at The Plaza and One Beacon Court helped bring the average condo price per square foot 27 higher in the Midtown East market compared
to a year ago The average price per room fell 5 for prewar while rising
8 for postwar co-ops
The average price per square foot rose 12 for condos over the
past year in the Midtown West market A number of closings at The Sheffield and Platinum
helped bring up this figure The average price per room fell for
both prewar and postwar co-ops in this market compared
to a year ago
$175000
$100000
$125000
$150000
$200000
$225000
$1000
$250
$500
$750
$1250
$1500
4Q09 4Q10
$212198 $200857
Prewar
$188662 $204639
Postwar
$1171
4Q09
$1485
4Q10
$252044 $199029 $231213 $221850 $1180$1055
4Q10Prewar Postwar 4Q09
$1000
$250
$500
$750
$1250
$1500
4Q09 4Q10
$200000
$50000
$100000
$150000
$250000
$300000
Cooperative Condominium
Fourth Quarter 2010 7
Average Price Per Room Average Price Per Square Foot
South of 34th Street
doWntoWn
While the average price fell 23 for three-bedroom and
larger apartments Downtown from a year ago a large
number of closings at the Superior Ink building inflated 2009rsquos figure This also is a reason why the overall condo
price per square foot fell 10 from a year ago The average
co-op price per room rose 13 for prewar and 4 for
postwar units from 2009rsquos fourth quarter
4Q09 4Q10
Studio 1-Bedroom 2-Bedroom 3+Bedroom
Percent of Sales
4th Q 09 17 43 28 12
4th Q 10 16 41 31 12
Average Price
4th Q 09 $452722 $704292 $1615877 $4665379
4th Q 10 $444618 $741919 $1581625 $3605513
Change -2 5 -2 -23
Prewar
$208503 $235826
Postwar
$188600 $195854
$100000
$200000
$125000
$150000
$175000
$225000
$250000
$75000
$800
$1200
$900
$1000
$1100
$1300
$1400
$700
4Q09
$1326
4Q10
$1194
Cooperative CondominiumAverage Price Per Room Average Price Per Square Foot
Generally North of 96th Street on the East Side and 110th Street on the West Side
NEW YORK CITY bull PALM BEACH bull THE HAMPTONS bull NORTH FORK 2129069200
EAST SIDE445 Park AvenueHall F Willkie PresidentRuth McCoy EVPManaging Director of Sales
UPPER EAST SIDE1121 Madison AvenuePeter R Marra EVPManaging Director of Sales
EDWARD LEE CAVE DIVISION790 Madison AvenueCaroline E Y GuthriePresident
WEST SIDE1926 BroadwayJames M Gricar EVP Managing Director of Sales
BROOKLYN HEIGHTS129 Montague StreetChristopher Thomas EVPManaging Director of Sales
PARK SLOPE100 Seventh AvenueMaryAnn Albano EVPManaging Director of Sales
NEW DEVELOPMENT445 Park Avenue James M GricarManaging DirectorBrown Harris Stevens On-Site Marketing and Sales
Prepared by Gregory Heym Chief Economist Brown Harris Stevenscopy2010 by Brown Harris Stevens All Rights Reserved This information may not be copied used or distributed without Brown Harris Stevensrsquo consent While information is believed true no guaranty is made of accuracy
While the average price fell for three-bedroom and larger apartments it was higher for
all other size categories in Northern Manhattan Condo
prices rose slightly as their average price per square foot of $566 was up 1 from a
year ago The average price per room fell for both prewar and
postwar co-ops compared to a year ago
This report is based on 1901 reported Manhattan apartment sales 25 less than were reported during last yearrsquos comparable period
VILLAGE2 Fifth AvenueKevin Kovesci EVPManaging Director of Sales
TRIBECA43 North MooreKevin Kovesci EVPManaging Director of Sales
northErn Manhattan
Studio 1-Bedroom 2-Bedroom 3+Bedroom
Percent of Sales
4th Q 09 6 35 43 16
4th Q 10 8 38 38 16
Average Price
4th Q 09 $227611 $352759 $567332 $1101778
4th Q 10 $319798 $394509 $577071 $710832
Change 41 12 2 -35
$100
$500
$200
$300
$400
$600
$700
$0
4Q09 4Q10
4Q09
$563
4Q10
$566
$70000
$110000
$80000
$90000
$100000
$120000
$130000
$60000
Prewar
$120601 $97757
Postwar
$110104 $106330
Faculty Biographies
REAL PROPERTY SECTION gt Officer Bio
Chair Leo Genn Esq
Office Address Northside Center for Child Development 1301 Fifth Ave New York NY 10029-3119
Phone 212-426-3406 Fax 212-410-7561 Email lgenn_esqyahoocom
After working briefly as a litigator Mr Genn became House Counsel at NorthsideCenter for Child Development a Manhattan-based not for profit where he handles contract negotiations commercial leasing property management and insurance issues Mr Genn also writes government grants Before law school Mr Genn spent eight years managing commercial and residential real estate in New York City Mr Genn has also worked for New York Citys Office of Economic Development In March 2002 Mr Genns article on the notice requirements in foreclosure proceedings appeared on thecover of the New York Real Estate Law Reporter Mr Gennrsquos favorite law quote is Oliver Wendell Holmes remark A word is not a crystal transparent and unchanged it isthe skin of a living thought and may vary greatly in color and content according to thecircumstances and time in which it is used Mr Gennrsquos favorite case is Raffles v
ichelhaus and his favorite legal fiction is promissory estoppel W
Paul M Giddins Partner
Giddins Claman LLP Paul M Giddins is a partner at Giddins Claman LLP a law firm in New York City Mr Giddins received a Bachelor of Arts degree from Trinity College- Hartford and a law degree from American University Washington School of Law
LISA LIPPMAN | Senior Vice President Director | Licensed Associate Real Estate Broker
printer friendly page
1926 Broadway New York NY 10023 Tel (212) 588-5606 Fax (212) 418-9733 llippmanbhsusacom download contact info view current listings view sold listings
FEATURED PROPERTY - UPPER EAST SIDE
2COOPERATIVE
25 EAST 79TH STREET
rice $1299000
isting ID 1127158
PBedrooms 2 Baths 20 L
Lisa Lippman Senior Vice President and Director was the 1 broker at Brown Harris Stevens in 2009 With 13 years of experience selling real estate Lisa specializes in the sale of high end cooperatives condominiums and townhomes throughout Manhattan As is clear from her record even in tough times Lisa manages to both sell and find homes for her clients Other awards Lisa has won in the last few years include middotWall Street Journal top 400-Lisa was 11 in the nation and 2 in Manhattan 2009 middotWall Street Journal top 50 brokers in America 2007 middotBrown Harris Stevens Westside Office Broker of the Year All Years 2006 - 2009 middotBrown Harris Stevens Westside Office Listing Broker of the Year 2007 2008 2009 middotBrown Harris Stevens Largest New Development Deal of the Year 2009 Prior to becoming a real estate broker Lisa spent several years as a lawyer practicing litigation at two prestigious law firms She graduated from The University of Pennsylvania in 1986 and earned her law degree from Cardozo in 1990 Lisas legal background affords her a keen understanding of the negotiation process as well as the complexities needed to complete the deal A New York City resident for 24 years Lisa offers impeccable knowledge of the market as it applies across all neighborhoods She has lived downtown on the Upper East Side and has now resided on the Upper West Side for the past 14 years Additionally as the mother of three children Lisa is personally involved in the decisions all buyers face in choosing a neighborhood and a home Lisa takes pride in being a straight-forward intelligent and honest broker She understands the individual needs of each client as well as their comfort with the purchase andor sale process Her listening talents combined with her unbeatable memory work ethic and negotiation skills allow her to service her buyers and sellers most effectively Lisa is also active in the New York community including the UJA and her childrens school All of this enables her to offer a well-rounded approach to navigating the New York real estate landscape bringing to life the nuances and charms that the City and its real estate market have to offer
ldquoMAKING THE DEALrdquo
A REBNY Financial Statement
B Estimated Residential Closing Costs
C Sample Contracts (Co-op amp Condo)
D Sample Closing Breakdown
(Condo)
FINANCIAL STATEMENT
Name(s)
Address
The following is submitted as being true and accurate statement of the financial condition of the undersigned on the day of
January 20
ASSETS
Applicant
Co-Applicant
LIABILITIES
Applicant
Co-Applicant
Cash in Banks 550000 Notes Payable
Money Markets Funds 600000 To Banks
Contract Deposit 355000 To Relative
Investments Bonds amp Stocks To Others
- see schedule 1620000 Installment Accounts Payable
Investment in Own Business Automobile
Accounts amp Notes Receivable Other
Real Estate Owned-see schedule 1200000 Other Accounts Payable
Year Make Mortgages Payable on Real 535000
Automobiles 35000 Estate - see schedule
Personal Property amp Furniture 50000 Unpaid Real Estate Taxes
Life Insurance Unpaid Income Taxes
Cash Surrender Value 60000 Chattel Mortgages
Retirement FundsIRA Loans on Life Insurance
Policies
401K 200000 (Include Premium
Advances)
KEOGH Outstanding Credit Card
Loans
Profit SharingPension Plan Other Debts - Itemize
Other Assets TOTAL LIABILITIES 535000 0
TOTAL ASSETS 4670000 0 NET WORTH 4135000 0
COMBINED ASSETS
4670000
TOTAL LIABILITIES
amp NET WORTH 4670000 0
SOURCE OF INCOME
Applicant
Co-Applicant
COMBINED 4670000
Base Salary 350000 CONTINGENT LIABILITIES
Overtime Wages As Endorser or Co-Maker on Notes $ 0
Bonus amp Commissions 150000 Alimony $ 0
Dividends and Interest Income Child Support $ 0
Real Estate Income (Net) Are you defendant in any legal action Yes No
Explain
Other Income - Itemize Are there any unsatisfied judgments Yes No
TOTAL 500000 0 Have you ever taken bankruptcy Yes No
Explain GENERAL INFORMATION
Applicant
Co-Applicant
Personal Bank Accounts at
PROJECTED EXPENSES
MONTHLY
Maintenance $ 2857
Savings amp Loan Accounts at Apartment Financing $ 10078
Other Mortgages $ 2671
Bank Loans $
Purpose of Loan Auto Loan $
TOTAL $ 15606
The foregoing statements and details pertaining thereto both printed and written have been carefully read and the undersigned hereby
solemnly declares and certifies that the same is a full and correct exhibit of myour financial condition
Date 20 Signature __________________________________________
Signature __________________________________________
SCHEDULE OF BOND amp STOCKS
Amount of Shares
Description (Extended Valuation in Column)
Marketable Value
Non-Marketable Value
SCHEDULE OF REAL ESTATE
Description amp Location
Cost
Actual Value
Mortgage Amount
Maturity Date
SCHEDULE OF NOTES PAYABLE
Specify any assets pledges as collateral including the liabilities they secure
To Whom Payable
Date
Amount
Due
Interest
Pledged as Security
April 2009
ESTIMATED RESIDENTIAL CLOSING COSTS IN NEW YORK CITY
Broker As provided in exclusive with broker
Own Attorney Approx $2000 +- as negotiated
Managing Agentrsquos Fee Approx $500 + as determined by building
Move-out Deposit or Fee Approx $1000 as determined by building
New York City Transfer Tax 1 of entire gross purchase price if price is $500000 or under or 1425 of entire gross purchase price if price exceeds $500000
New York State Transfer Tax 04 (004) of gross purchase price
Bank Satisfaction of Mortgage Fees Approx $450 as determined by bank
Recording ACRIS other fees Approx $150
Gains Tax Withholding (Out of State Seller) 897 of gain
Non ndash US Resident (FIRPTA) 10 of price withheld or paid
Stock Transfer Tax (Co-ops Only) $005share
FOR The SelleR
Mortgage Recording Tax and Title Insurance not required for Co-ops though title insurance is available for Co-ops at other rates
For Bulk Sale Multi Family and Commercial Property NYC Transfer Tax Rates $1425 under $500000 2625 above Mortgage Recording Tax Rates 205 under $500000 28 above $500000
When purchasing a condominium unit directly from a Sponsor the Purchaser may be required to pay New York City and New York State Transfer Taxes (See ldquoFor The Sellerrdquo section above for amounts) as well as the Sponsorrsquos attorneyrsquos fee (typically around $1500)
All costs are estimated and will vary based on transaction specifics changes in rates and taxes and other factors No representation is made as to the accuracy of these estimates Parties to transactions must consult their own counsel and refer to transaction specifics for verification of all costs
Own Attorney Approx $2000 +- as negotiated
Bank Fees (application credit appraisal bank attorney and miscellaneous) Approx $2200 as determined by bank
Short-term Interest One month max (prorated for month of closing)
Miscellaneous Recording Fees Approx $500
Mortgage Recording Fee205 of entire amount of Mortgage on Loans $500000 or under or 2175 of entire amount of Mortgage on Loans exceeding $500000
Fee Title Insurance Approx $8000 for $2000000 NYC condo based on rate schedule
Mortgagee Title Insurance Approx $1500 for $1500000 NYC condo mortgage based on rate schedule
Miscellaneous Title Charges Approx $500
Managing Agentrsquos Fee Approx $500 as determined by building
Adjustments
Common Charges Approx 1 month (prorated for month of closing)
Real estate Tax escrow Approx 8 months (prorated to closing plus 6 month escrow may include insurance)
Mansion Tax 1 of entire gross purchase price if purchase price exceeds $1000000
Move-in Deposit or Fee Approx $1000 as determined by building
lien Search (Co-ops Only) Approx $350
FOR The PURChASeR
123 - Contract of sale cooperative apartment 7-01
Prepared by The Committee on Condominiums and Cooperatives of the Real Property Section of the New York State Bar Association
CONSULT YOUR LAWYER BEFORE SIGNING THIS AGREEMENT
Contract of Sale - Cooperative Apartment
This Contract is made as of October 2010 between the Seller and the Purchaser identified below
1 Certain Definitions and Information
11 The Parties are
111 Seller
Prior names used by Seller
Address
New York NY
S S No
112 Purchaserrdquo
Address
New York NY
S S No
12 The Attorneys are (name address and telephone fax)
121 Sellers Attorneyrdquo
Giddins Claman LLP
675 Third Avenue 29th Floor
New York NY 10017
Attn Paul M Giddins Esq
(212)573-6703 Fax (212)949-1923
pgiddinsgcl-lawcom
122 Purchasers Attorney
13 The Escrowee is the Sellers Attorney
14 The Managing Agent is (name address and telephone fax)
15 The real estate Broker(s) (see para 12) isare
Lisa Lippman
Company Name Brown Harris Stevens
16 The name of the cooperative housing corporation (Corporation) is
17 The Unit number is
18 The Unit is located in Premises known as
19 The Shares are the shares of the Corporation allocated to the Unit
110 The Lease is the Corporations proprietary lease or occupancy agreement for the Unit given by the Corporation which expires on
111 Personalty is the following personal property to the extent existing in the Unit on the date hereof the refrigerators freezers ranges ovens built-in microwave ovens dishwashers garbage disposal units cabinets and
counters lighting fixtures chandeliers wall-to-wall carpeting plumbing and heating fixtures central air conditioning andor window or sleeve units washing machines dryers screens and storm windows window treatments switch plates door hardware mirrors built-ins not excluded in Paragraph 112 and
112 Specifically excluded from this sale is all personal property not included in para 111 and
113 The sale [does] [does not] include Sellers interest in
Storage Servants Room Parking Space (Included Interests)
114 The Closing is the transfer of ownership of the Shares and Lease
115 The date scheduled for Closing is 2010
(Scheduled Closing Date) at 200 PM (See para 9 and 10)
116 The Purchase Price is $
1161 The Contract Deposit is $
1162 The Balance of the Purchase Price due at Closing is
$ (See para 222)
117 The monthly Maintenance charge is $ (See para 4)
118 The Assessment if any payable to the Corporation at the date of this Contract is $ payable as follows
119 SellerPurchaser shall pay the Corporations flip tax transfer fee (apart from the transfer agent fee) andor waiver of option fee (Flip Tax) if any
120 Financing Options (Delete two of the following parapara 1 20 1 1202 or 1203)
1201 Purchaser may apply for financing in connection with this sale and Purchasers obligation to purchase under this Contract is contingent upon issuance of a Loan Commitment Letter by the Loan Commitment Date (para 1812)
1202 Purchaser may apply for financing in connection with this sale but Purchasers obligation to purchase this Contract is not contingent upon issuance of a Loan Commitment Letter
1203 Purchaser shall not apply for financing in connection with this sale
121 If para 120 1 or 1202 applies the Financing Terms for para 18 are A loan of $ for a term of 30 years or such lesser amount or shorter term as applied for or acceptable to Purchaser and the Loan Commitment Date for para 18 is 30 calendar days after the Delivery Date
122 The Delivery Date of this Contract is the date on which a fully executed counterpart of this Contract is deemed given to and received by Purchaser or Purchasers Attorney as provided in para 173
123 All Proposed Occupants of the Unit are
1231 persons and relationship to Purchaser
Purchasers
1232 pets
124 The Contract Deposit shall be held in [a non] [an] IOLA escrow account If the account is a non-IOLA account then interest shall be paid to the Party entitled to the Contract Deposit The Party receiving the interest shall pay any income taxes thereon The escrow account shall be a segregated bank account at
Depository XXXX Bank
Address (See para 27)
125 This Contract is [not] continued on attached rider(s)
2 Agreement to Sell and Purchase Purchase Price Escrow
21 Seller agrees to sell to Purchaser and Purchaser agrees to purchase from Seller the Sellers Shares Lease Personalty and any Included Interests and all other items included in this sale for the Purchase Price and upon the terms and conditions set forth in this Contract
22 The Purchase Price is payable to Seller by Purchaser as follows
221 the Contract Deposit at the time of signing this Contract by Purchasers good check to the order of Escrowee and
222 the Balance at Closing only by cashiers or official bank check or certified check of Purchaser payable to the direct order of Seller The check(s) shall be drawn on and payable by a branch of a commercial or savings bank savings and loan association or trust company located in the same City or County as the Unit Seller may direct on reasonable Notice (defined in para 17) prior to Closing that all or a portion of the Balance shall be made payable to persons other than Seller (see para 177)
3 Personalty
31 Subject to any rights of the Corporation or any holder of a mortgage to which the Lease is subordinate this sale includes all of the Sellers interest if any in the Personalty and the Included Interests
32 No consideration is being paid for the Personalty or for the Included Interests nothing shall be sold to Purchaser if the Closing does not occur
33 Prior to Closing Seller shall remove from the Unit all the furniture furnishings and other property not included in this sale and repair any damage caused by such removal
4 Representations and Covenants
41 Subject to any matter affecting title to the Premises (as to which Seller makes no representations or covenants) Seller represents and covenants that
4 11 Seller is and shall at Closing be the sole owner of the Shares Lease Personalty and Included Interests with the full right power and authority to sell and assign them Seller shall make timely provision to satisfy existing security interest(s) in the Shares and Lease and have the same delivered at Closing (See para 101)
412 the Shares were duly issued fully paid for and are non-assessable
413 the Lease is and will at Closing be in full force and effect and no notice of default under the Lease is now or will at Closing be in effect
414 the Maintenance and Assessments payable as of the date hereof are as specified in para 117 and 118
415 as of this date Seller neither has actual knowledge nor has received any written notice of any increase in Maintenance or any Assessment which has been adopted by the Board of Directors of the Corporation and is not reflected in the amounts set forth in parapara 117 and 118
416 Seller has not made any material alterations or additions to the Unit without any required consent of the Corporation or to Sellers actual knowledge without compliance with all applicable law This provision shall not survive Closing
417 Seller has not entered into shall not enter into and has no actual knowledge of any agreement (other than the Lease) affecting title to the Unit or its use andor occupancy after Closing or which would be binding on or adversely affect Purchaser after Closing (eg a sublease or alteration agreement)
418 Seller has been known by no other name for the past 10 years except as set forth in para 111
419 at Closing in accordance with para 152
4191 there shall be no judgments outstanding against Seller which have not been bonded against collection out of the Unit (Judgments)
4192 the Shares Lease Personalty and any Included Interests shall be free and clear of liens (other than the Corporations general lien on the Shares for which no monies shall be owed) encumbrances and adverse interests (Liens)
4193 all sums due to the Corporation shall be fully paid by Seller to the end of the payment period immediately preceding the date of Closing
4194 Seller shall not be indebted for labor or material which might give rise to the filing of a notice of mechanics lien against the Unit or the Premises and
4195 no violations shall be of record which the owner of the Shares and Lease would be obligated to remedy under the Lease
42 Purchaser represents and covenants that
421 Purchaser is acquiring the Shares and Lease for primary residential occupancy of the Unit solely by the Proposed Occupants identified in para 1 23
422 Purchaser is not and within the past 7 years has not been the subject of a bankruptcy proceeding
423 if para 1203 applies Purchaser shall not apply for financing in connection with this purchase
424 Each individual comprising Purchaser is over the age of 18 and is purchasing for Purchasers own account (beneficial and of record)
425 Purchaser shall not make any representations to the Corporation contrary to the foregoing and shall provide all documents in support thereof required by the Corporation in connection with Purchasers application for approval of this transaction and
426 there are not now and shall not be at Closing any unpaid tax liens or monetary judgments against Purchaser
43 Each Party covenants that its representations and covenants contained in para 4 shall be true and complete at Closing and except for para 416 shall survive Closing but any action based thereon must be instituted within one year after Closing
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 Corporations 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 Corporations shareholders under Internal Revenue Code (IRC) sect216 (or any successor statute)
6 Required Approval and References
61 This sale is subject to the unconditional consent of the Corporation
62 Purchaser shall in good faith
621 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 or if para 1201 or 1202 applies and the Loan Commitment Letter is required by the Corporation within 3 business days after the earlier of (i) the Loan Commitment Date (defined in para 12 1) or (ii) the date of receipt of the Loan Commitment Letter (defined in para 1812) whether said commitment letter is conditional or unconditional
622 attend (and cause any Proposed Occupant to attend) one or more personal interviews as requested by the Corporation and
623 promptly submit to the Corporation such further references data and documents reasonably requested by the Corporation 63 Either Party after learning of the Corporations 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 Corporations 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 para 63 the Escrowee shall refund the Contract Deposit to Purchaser 64 If such consent is refused or not given due to Purchasers bad faith conduct Purchaser shall be in default and para 131 shall govern 7 Condition of Unit and Personalty Possession 71 Seller makes no representation as to the physical condition or state of repair of the Unit the Personalty the Included Interests or the Premises Purchaser has inspected or waived inspection of the Unit the Personalty and the Included Interests and shall take the same as is as of the date of
this Contract except for reasonable wear and tear However at the time of Closing the appliances shall be in working order and required smoke detector(s) shall be installed and operable 72 At Closing Seller shall deliver possession of the Unit Personalty and Included Interests in the condition required by para 71 broom clean vacant and free of all occupants and rights of possession 8 Risk of Loss 81 The provisions of General Obligations Law Section 5-1311 as modified herein shall apply to this transaction as if it were a sale of realty For purposes of this paragraph the term Unit includes built-in Personalty 82 Destruction shall be deemed material under GOL 5-1311 if the reasonably estimated cost to restore the Unit shall exceed 5 of the Purchase Price 83 In the event of any destruction of the Unit or the Premises when neither legal title nor the possession of the Unit has been transferred to Purchaser Seller shall give Notice of the loss to Purchaser (Loss Notice) by the earlier of the date of Closing or 7 business days after the date of the loss 84 If there is material destruction of the Unit without fault of Purchaser this Contract shall be deemed canceled in accordance with para 163 unless Purchaser elects by Notice to Seller to complete the purchase with an abatement of the Purchase Price or 85 Whether or not there is any destruction of the Unit if without fault of Purchaser more than 10 of the units in the Premises are rendered uninhabitable or reasonable access to the Unit is not available then Purchaser shall have the right to cancel this Contract in accordance with para 163 by Notice to Seller 86 Purchasers Notice pursuant to para 84 or para 85 shall be given within 7 business days following the giving of the Loss Notice except that if Seller does not give a Loss Notice Purchasers Notice may be given at any time at or prior to Closing 87 In the event of any destruction of the Unit Purchaser shall not be entitled to an abatement of the Purchase Price (i) that exceeds the reasonably estimated cost of repair and restoration or (ii) for any loss that the Corporation is obliged to repair or restore but Seller shall assign to Purchaser without recourse Sellers claim if any against the Corporation with respect to such loss 9 Closing Location The Closing shall be held at the location designated by the Corporation or if no such designation is made at the office of Sellers Attorney 10 Closing 101 At Closing Seller shall deliver or cause to be delivered 1011 Sellers certificate for the Shares duly endorsed for transfer to Purchaser or accompanied by a separate duly executed stock power to Purchaser and in either case with any guarantee of Sellers signature required by the Corporation 1012 Sellers counterpart original of the Lease all assignments and assumptions in the chain of title and a duly executed assignment thereof to Purchaser in the form required by the Corporation 1013 FIRPTA documents required by para 25 1014 keys to the Unit building entrance(s) and if applicable garage mailbox storage unit and any locks in the Unit 1015 if requested an assignment to Purchaser of Sellers interest in the Personalty and Included Interests 1016 any documents and payments to comply with para 152 1017 If Seller is unable to deliver the documents required in para 1011 or 1012 then Seller shall deliver or cause to be delivered all documents and payments required by the Corporation for the issuance of anew certificate for the Shares or a new Lease 102 At Closing Purchaser shall 1021 pay the Balance in accordance with para 222 1022 execute and deliver to Seller and the Corporation an agreement assuming the Lease in the form required by the Corporation and 1023 if requested by the Corporation execute and deliver counterparts of a new lease substantially the same as the Lease for the balance of the Lease term in which case the Lease shall be canceled and surrendered to the Corporation together with Sellers assignment thereof to Purchaser
103 At Closing the Parties shall complete and execute all documents necessary 1031 for Internal Revenue Service (IRS) form 1099-S or other similar requirements 1032 to comply with smoke detector requirements and any applicable transfer tax filings and 1033 to transfer Sellers interest if any in and to the Personalty and Included Interests 104 Purchaser shall not be obligated to close unless at Closing the Corporation delivers 1041 to Purchaser a new certificate for the Shares in the name of Purchaser and 1042 a written statement by an officer or authorized agent of the Corporation consenting to the transfer of the Shares and Lease to Purchaser and setting forth the amounts of and payment status of all sums owed by Seller to the Corporation including Maintenance and any Assessments and the dates to which each has been paid 11 Closing Fees Taxes and Apportionments 11 1 At or prior to Closing 1111 Seller shall pay if applicable 11111 the cost of stock transfer stamps and 11112 transfer taxes except as set forth in para 11122 1112 Purchaser shall pay if applicable 11121 any fee imposed by the Corporation relating to Purchasers financing and 11122 transfer taxes imposed by statute primarily on Purchaser (eg the mansion tax) 112 The Flip Tax if any shall be paid by the Party specified in para 119 113 Any fee imposed by the Corporation and not specified in this Contract shall be paid by the Party upon whom such fee is expressly imposed by the Corporation and if no Party is specified by the Corporation then such fee shall be paid by Seller 114 The Parties shall apportion as of 1159 PM of the day preceding the Closing the Maintenance and any other periodic charges due the Corporation (other than Assessments) and STAR Tax Exemption (if the Unit is the beneficiary of same) based on the number of the days in the month of Closing 115 Assessments whether payable in a lump sum or installments shall not be apportioned but shall be paid by the Party who is the owner of the Shares on the date specified by the Corporation for payment Purchaser shall pay any installments payable after Closing provided Seller had the right and elected to pay the Assessment in installments 116 Each Party shall timely pay any transfer taxes for which it is primarily liable pursuant to law by cashiers official bank certified or attorneys escrow check This para 116 shall survive Closing 117 Any computational errors or omissions shall be corrected within 6 months after Closing This para 117 shall survive Closing 12 Broker 121 Each Party represents that such Party has not dealt with any person acting as a broker whether licensed or unlicensed in connection with this transaction other than the Broker(s) named in para 15 122 Seller shall pay the Brokers commission pursuant to a separate agreement The Broker(s) shall not be deemed to be a third-party beneficiary of this Contract 123 This para 12 shall survive Closing cancellation or termination of this Contract 13 Defaults Remedies and Indemnities 131 In the event of a default or misrepresentation by Purchaser Sellers sole and exclusive remedies shall be to cancel this Contract retain the Contract Deposit as liquidated damages and if applicable Seller may enforce the indemnity in para 133 as to brokerage commission or sue under para 134 Purchaser prefers to limit Purchasers exposure for actual damages to the amount of the Contract Deposit which Purchaser agrees constitutes a fair and reasonable amount of compensation for Sellers damages under the circumstances and is not a penalty The principles of real property law shall apply to this liquidated damages provision 132 In the event of a default or misrepresentation by Seller Purchaser shall have such remedies as Purchaser is entitled to at law or in equity including
specific performance because the Unit and possession thereof cannot be duplicated 133 Subject to the provisions of para 43 each Party indemnifies and holds harmless the other against and from any claim judgment loss liability cost or expense resulting from the indemnitors breach of any of its representations or covenants stated to survive Closing cancellation or termination of this Contract Purchaser indemnifies and holds harmless Seller against and from any claim judgment loss liability cost or expense resulting from the Lease obligations accruing from and after the Closing Each indemnity includes without limitation reasonable attorneys fees and disbursements court costs and litigation expenses arising from the defense of any claim and enforcement or collection of a judgment under this indemnity provided the indemnitee is given Notice and opportunity to defend the claim This para 133 shall survive Closing cancellation or termination of this Contract 134 In the event any instrument for the payment of the Contract Deposit fails of collection Seller shall have the right to sue on the uncollected instrument In addition such failure of collection shall be a default under this Contract provided Seller gives Purchaser Notice of such failure of collection and within 3 business days after Notice is given Escrowee does not receive from Purchaser an unendorsed good certified check bank check or immediately available funds in the amount of the uncollected funds Failure to cure such default shall entitle Seller to the remedies set forth in Paragraph 131 and to retain all sums as may be collected andor recovered 14 Entire Agreement Modification 141 All prior oral or written representations understandings and agreements had between the Parties with respect to the subject matter of this Contract and with the Escrowee as to para 27 are merged in this Contract which alone fully and completely expresses the Parties and Escrowees agreement 142 The Attorneys may extend in writing any of the time limitations stated in this Contract Any other provision of this Contract may be changed or waived only in writing signed by the Party or Escrowee to be charged 15 Removal of Liens and Judgments 151 Purchaser shall deliver or cause to be delivered to Seller or Sellers Attorney not less than 10 calendar days prior to the Scheduled Closing Date a Lien and Judgment search except that Liens or Judgments first disclosed in a continuation search shall be reported to Seller within 2 business days after receipt thereof but not later than the Closing Seller shall have the right to adjourn the Closing pursuant to para 16 to remove any such Liens and Judgments Failure by Purchaser to timely deliver such search or continuation search shall not constitute a waiver of Sellers covenants in para 4 as to Liens and Judgments However if the Closing is adjourned solely by reason of untimely delivery of the Lien and Judgment search the apportionments under Paragraph 113 shall be made as of 1159 PM of the day preceding the Scheduled Closing Date in para 115 152 Seller at Sellers expense shall obtain and deliver to the Purchaser the documents and payments necessary to secure the release satisfaction termination and discharge or removal of record of any Liens and Judgments Seller may use any portion of the Purchase Price for such purposes 153 This para 15 shall survive Closing 16 Sellers Inability 161 If Seller shall be unable to transfer the items set forth in para 21 in accordance with this Contract for any reason other than Sellers failure to make a required payment or other willful act or omission then Seller shall have the right to adjourn the Closing for periods not exceeding 60 calendar days in the aggregate but not extending beyond the expiration of Purchasers Loan Commitment Letter if para 1201 or 1202 applies 162 If Seller does not elect to adjourn the Closing or (if adjourned) on the adjourned date of Closing Seller is still unable to perform then unless Purchaser elects to proceed with the Closing without abatement of the Purchase Price either Party may cancel this Contract on Notice to the other Party given at any time thereafter 163 In the event of such cancellation the sole liability of Seller shall be to cause the Contract Deposit to be refunded to Purchaser and to reimburse Purchaser for the actual costs incurred for Purchases lien and title search if any
17 Notices and Contract Delivery 171 Any notice or demand (Notice) shall be in writing and delivered either by hand overnight delivery or certified or registered mail return receipt requested to the Party or and simultaneously in like manner to such Partys Attorney if any and to Escrowee at their respective addresses or to such other address as shall hereafter be designated by Notice given pursuant to this para 17 172 The Contract may be delivered as provided in para 171 or by ordinary mail 173 The Contract or each Notice shall be deemed given and received 1731 on the day delivered by hand 1732 on the business day following the date sent by overnight delivery 1733 on the 5th business day following the date sent by certified or registered mail or 1734 as to the Contract only 3 business days following the date of ordinary mailing 174 A Notice to Escrowee shall be deemed given only upon actual receipt by Escrowee 175 The Attorneys are authorized to give and receive any Notice on behalf of their respective clients 176 Failure or refusal to accept a Notice shall not invalidate the Notice 177 Notice pursuant to parapara 222 and 134 may be delivered by confirmed facsimile to the Partys Attorney and shall be deemed given when transmission is confirmed by senders facsimile machine 18 Financing Provisions 181 The provisions of parapara 181 and 182 are applicable only if para 1201 or 1202 applies 1811 An Institutional Lender is any of the following that is authorized under Federal or New York State law to issue a loan secured by the Shares and Lease and is currently extending similarly secured loan commitments in the county in which the Unit is located a bank savings bank savings and loan association trust company credit union of which Purchaser is a member mortgage banker insurance company or governmental entity 1812 A Loan Commitment Letter is a written offer from an Institutional Lender to make a loan on the Financing Terms (see para 1 2 1) at prevailing fixed or adjustable interest rates and on other customary terms generally being offered by Institutional Lenders making cooperative share loans An offer to make a loan conditional upon obtaining an appraisal satisfactory to the Institutional Lender shall not become a Loan Commitment Letter unless and until such condition is met An offer conditional upon any factor concerning Purchaser (eg sale of current home payment of outstanding debt no material adverse change in Purchasers financial condition etc) is a Loan Commitment Letter whether or not such condition is met Purchaser accepts the risk that and cannot cancel this Contract if any condition concerning Purchaser is not met 182 Purchaser directly or through a mortgage broker registered pursuant to Article 12-D of the Banking Law shall diligently and in good faith 1821 apply only to an Institutional Lender for a loan on the Financing Terms (see para 121) on the form required by the Institutional Lender containing truthful and complete information and submit such application together with such documents as the Institutional Lender requires and pay the applicable fees and charges of the Institutional Lender all of which shall be performed within 5 business days after the Delivery Date 1822 promptly submit to the Institutional Lender such further references data and documents requested by the Institutional Lender and 1823 accept a Loan Commitment Letter meeting the Financing Terms and comply with all requirements of such Loan Commitment Letter (or any other loan commitment letter accepted by Purchaser) and of the Institutional Lender in order to close the loan and 1824 furnish Seller with a copy of the Loan Commitment Letter promptly after Purchasers receipt thereof 1825 Purchaser is not required to apply to more than one Institutional Lender 183 If Paragraph 1201 applies then 1831 provided Purchaser has complied with all applicable provisions of para 182 and this para 183 Purchaser may cancel this Contract as set forth below if
18311 any Institutional Lender denies Purchasers application in writing prior to the Loan Commitment Date (see Paragraph 121) or 18312 a Loan Commitment Letter is not issued by the Institutional Lender on or before the Loan Commitment Date or 18313 any requirement of the Loan Commitment Letter other than one concerning Purchaser is not met (eg failure of the Corporation to execute and deliver the Institutional Lenders recognition agreement or other document financial condition of the Corporation owner occupancy quota etc) or 18314 (i) the Closing is adjourned by Seller or the Corporation for more than 30 business days from the Scheduled Closing Date and (ii) the Loan Commitment Letter expires on a date more than 30 business days after the Scheduled Closing Date and before the new date set for Closing pursuant to this para and (iii) Purchaser is unable in good faith to obtain from the Institutional Lender an extension of the Loan Commitment Letter or a new Loan Commitment Letter on the Financing Terms without paying additional fees to the Institutional Lender unless Seller agrees by Notice to Purchaser within 5 business days after receipt of Purchasers Notice of cancellation on such ground that Seller will pay such additional fees and Seller pays such fees when due Purchaser may not object to an adjournment by Seller for up to 30 business days solely because the Loan Commitment Letter would expire before such adjourned Closing date 1832 Purchaser shall deliver Notice of cancellation to Seller within 5 business days after the Loan Commitment Date if cancellation is pursuant to para 18311 or 18312 and on or prior to the Scheduled Closing Date if cancellation is pursuant to para 18313 or 18314 1833 If cancellation is pursuant to Paragraph 18311 then Purchaser shall deliver to Seller together with Purchasers Notice a copy of the Institutional Lenders written denial of Purchasers loan application If cancellation is pursuant to para 18313 then Purchaser shall deliver to Seller together with Purchasers Notice evidence that a requirement of the Institutional Lender was not met 1834 Seller may cancel this Contract by Notice to Purchaser sent within 5 days after the Loan Commitment Date if Purchaser shall not have sent by then either (i) Purchasers Notice of cancellation or (ii) a copy of the Loan Commitment Letter to Seller which cancellation shall become effective if Purchaser does not deliver a copy of such Loan Commitment Letter to Seller within 10 business days after the Loan Commitment Date 1835 Failure by either Purchaser or Seller to deliver Notice of cancellation as required by this para 183 shall constitute a waiver of the right to cancel under this para 183 1836 If this Contract is canceled by Purchaser pursuant to this para 183 then thereafter neither Party shall have any further rights against or obligations or liabilities to the other by reason of this Contract except that the Contract Deposit shall be promptly refunded to Purchaser and except as set forth in para 12 If this Contract is canceled by Purchaser pursuant to para 18314 then Seller shall reimburse Purchaser for any non-refundable financing and inspection expenses and other sums reimbursable pursuant to para 16 1837 Purchaser cannot cancel this Contract pursuant to 18314 and cannot obtain a refund of the Contract Deposit if the Institutional Lender fails to fund the loan 18371 because a requirement of the Loan Commitment Letter concerning Purchaser is not met (eg Purchasers financial condition or employment status suffers an adverse change Purchaser fails to satisfy a condition relating to the sale of an existing residence etc) or 18372 due to the expiration of a Loan Commitment Letter issued with an expiration date that is not more than 30 business days after the Scheduled Closing Date 19 SingularPlural and JointSeveral The use of the singular shall be deemed to include the plural and vice versa whenever the context so requires If more than one person constitutes Seller or Purchaser their obligations as such Party shall be joint and several 20 No Survival No representation andor covenant contained herein shall survive Closing except as expressly provided Payment of the Balance shall constitute a discharge and release by Purchaser of all of Sellers obligations hereunder except those expressly stated to survive Closing 21 Inspections
Purchaser and Purchasers representatives shall have the right to inspect the Unit within 48 hours prior to Closing and at other reasonable times upon reasonable request to Seller 22 Governing Law and Venue This Contract shall be governed by the laws of the State of New York without regard to principles of conflict of laws Any action or proceeding arising out of this Contract shall be brought in the county or Federal district where the Unit is located and the Parties hereby consent to said venue 23 No Assignment by Purchaser Death of Purchaser 231 Purchaser may not assign this Contract or any of Purchasers rights hereunder Any such purported assignment shall be null and void 232 This Contract shall terminate upon the death of all persons comprising Purchaser and the Contract Deposit shall be refunded to the Purchaser Upon making such refund and reimbursement neither Party shall have any further liability or claim against the other hereunder except as set forth in para 12 24 Cooperation of Parties 241 The Parties shall each cooperate with the other the Corporation and Purchasers Institutional Lender and title company if any and obtain execute and deliver such documents as are reasonably necessary to consummate this sale 242 The Parties shall timely file all required documents in connection with all governmental filings that are required by law Each Party represents to the other that its statements in such filings shall be true and complete This para 242 shall survive Closing 25 FIRPTA The parties shall comply with IRC sectsect 897 1445 and the regulations thereunder as same may be amended (FIRPTA) If applicable Seller shall execute and deliver to purchaser at Closing a Certification of Non-Foreign Status (CNS) or deliver a Withholding Certificate from the IRS If Seller fails to deliver a CNS or a Withholding Certificate Purchaser shall withhold from the Balance and remit to the IRS such sum as may be required by law Seller hereby waives any right of action against Purchaser on account of such withholding and remittance This para 25 shall survive Closing 26 Additional Requirements 261 Purchaser shall not be obligated to close unless all of the following requirements are satisfied at the time of the Closing 2611 the Corporation is in good standing 2612 the Corporation has fee or leasehold title to the Premises whether or not marketable or insurable and 2613 there is no pending in rem action tax certificatelien sale or foreclosure action of any underlying mortgage affecting the Premises 262 If any requirement in para 261 is not satisfied at the time of the Closing Purchaser shall give Seller Notice and if the same is not satisfied within a reasonable period of time thereafter then either Party may cancel this Contract (pursuant to para 163) by Notice 27 Escrow Terms 271 The Contract Deposit shall be deposited by Escrowee in an escrow account as set forth in para 124 and the proceeds held and disbursed in accordance with the terms of this Contract At Closing the Contract Deposit shall be paid by Escrowee to Seller If the Closing does not occur and either Party gives Notice to Escrowee demanding payment of the Contract Deposit Escrowee shall give prompt Notice to the other Party of such demand If Escrowee does not receive a Notice of objection to the proposed payment from such other Party within 10 business days after the giving of Escrowees Notice Escrowee is hereby authorized and directed to make such payment to the demanding party If Escrowee does receive such a Notice of objection within said period or if for any reason Escrowee in good faith elects not to make such payment Escrowee may continue to hold the Contract Deposit until otherwise directed by a joint Notice by the Parties or a final non-appealable judgment order or decree of a court of competent jurisdiction However Escrowee shall have the right at any time to deposit the Contract Deposit and the interest thereon if any with the clerk of a court in the county as set forth in para 22 and shall give Notice of such deposit to each Party Upon disposition of the Contract Deposit and
interest thereon if any in accordance with this para 27 Escrowee shall be released and discharged of all escrow obligations and liabilities 272 The Party whose Attorney is Escrowee shall be liable for loss of the Contract Deposit If the Escrowee is Sellers attorney then Purchaser shall be credited with the amount of the contract Deposit at Closing 273 Escrowee will serve without compensation Escrowee is acting solely as a stakeholder at the Parties request and for their convenience Escrowee shall not be liable to either Party for any act or omission unless it involves bad faith willful disregard of this Contract or gross negligence In the event of any dispute Seller and Purchaser shall jointly and severally (with right of contribution) defend (by attorneys selected by Escrowee) indemnify and hold harmless Escrowee from and against any claim judgment loss liability cost and expenses incurred in connection with the performance of Escrowees acts or omissions not involving bad faith willful disregard of this Contract or gross negligence This indemnity includes without limitation reasonable attorneys fees either paid to retain attorneys or representing the fair value of legal services rendered by Escrowee to itself and disbursements court costs and litigation expenses 274 Escrowee acknowledges receipt of the Contract Deposit by check subject to collection
275 Escrowee agrees to the provisions of this para 27 276 If Escrowee is the Attorney for a Party Escrowee shall be permitted to represent such Party in any dispute or lawsuit 277 This para 27 shall survive Closing cancellation or termination of this Contract 28 Margin Headings The margin headings do not constitute part of the text of this Contract 29 Miscellaneous This Contract shall not be binding unless and until Seller delivers a fully executed counterpart of this Contract to Purchaser (or Purchasers Attorney) pursuant to para 172 and 173 This Contract shall bind and inure to the benefit of the Parties hereto and their respective heirs personal and legal representatives and successors in interest 30 Lead Paint If applicable the complete and fully executed Disclosure of Information on Lead Based Paint and or Lead-Based Paint Hazards is attached hereto and made a part hereof
In Witness Whereof the Parties hereto have duly executed this Contract as of the date first above written
ESCROW TERMS AGREED TO SELLER PURCHASER GIDDINS CLAMAN LLP ESCROWEE
Rider to and Part of Contract of Sale Between as Seller and as Purchaser for Unit at New York NY
31 Purchasers Additional Representations and Covenants 3 11 Supplementing para 42 of the Contract Purchaser also represents and covenants that 3111 Purchaser has and will at Closing have available unencumbered cash and cash equivalents (including publicly traded securities) in a sum at least equal to (and having a then current value of) the Balance and 3112 Purchaser has and will at and immediately following the Closing have a positive net worth 312 the Maintenance and the monthly amount of the Assessment (if any) do not aggregate more than 25 of the current total gross monthly income of the individuals comprising the Purchaser
313 (if para 1201 or para 1202 applies) the monthly debt service (interest and amortization of principal if any) of the proposed financing together with the Maintenance and the monthly Assessment amount (if any) do not aggregate more than 35 of said current total gross monthly income 32 Supplementing paragraph 4 1 Seller has no actual knowledge of a material default or condition which the Lessee is required to cure under the Lease and which remains uncured If prior to Closing Seller acquires knowledge of a such default or condition which the Lessee would be required to cure then Seller shall cure same at or prior to Closing This provision shall not survive closing
The Parties have duly executed this Rider as of the same date as the Contract SELLER PURCHASER ______________________________ _______________________________
Note This form is intended to deal with matters common to most transactions
involving the sale of a condominium unit Provisions should be added altered or
deleted to suit the circumstances of a particular transaction No representation is
made that this form of contract complies with Section 5-702 of the General
Obligations Law (ldquoPlain Language Lawrdquo)
CONSULT YOUR LAWYER BEFORE SIGNING THIS AGREEMENT
Contract of Sale - Condominium Unit
Agreement made as of 2010 between residing at Street Apt
New York NY (ldquoSellerrdquo) and residing at (ldquoPurchaserrdquo)
1 Unit Seller agrees to sell and convey and Purchaser agrees to purchase Unit
No (ldquoUnitrdquo) in the building (ldquoBuildingrdquo) known as Condominium
(ldquoCondominiumrdquo) and located at New York NY New York together with a
XXXXX percent undivided interest in the Common Elements (as defined in para 6)
appurtenant thereto all upon and subject to the terms and conditions set forth herein The
Unit shall be as designated in the Declaration of Condominium Ownership (as the same
may be amended from time to time the ldquoDeclarationrdquo) of the Condominium recorded in
New York County New York or the By-Laws (as the same may be amended from time
to time the ldquoBy-Lawsrdquo) of the Condominium
2 Personal Property (a) The sale includes all of Sellerrsquos right title and
interest if any in and to
(i) the refrigerators freezers ranges ovens built-in microwave
ovens dishwashers washing machines clothes dryers cabinets and counters lighting
and plumbing fixtures chandeliers air conditioning equipment venetian blinds shades
screens storm windows and other window treatments wall-to-wall carpeting
bookshelves switchplates door hardware and mirrors built-ins and articles of property
and fixtures attached to or appurtenant to the Unit except those listed in subpara 2(b) all
of which included property and fixtures are represented to be owned by Seller free and
clear of all liens and encumbrances other than those encumbrances (ldquoPermitted
Exceptionsrdquo) set forth on Schedule A annexed hereto and made a part hereof (strike out
inapplicable items) to the extent any of the foregoing exist in the Unit on the date
hereof and
- 2 -
(ii)
(b) Excluded from this sale are
(i) furniture and furnishings (other than as specifically provided
in this Contract) and
(ii)
(c) The property referred to in subpara 2(a)(i) and (ii) may not be
purchased if title to the Unit is not conveyed hereunder
3 Purchase Price (a) The purchase price (ldquoPurchase Pricerdquo) is $
payable as follows
(i) $ (ldquoDownpaymentrdquo) on the signing of this Contract by
good check subject to collection the receipt of which is hereby acknowledged to be held
in escrow pursuant to para 16 and
(ii) $ constituting the balance of the Purchase Price by
certified check of Purchaser or official bank check (except as otherwise provided in this
Contract) on the delivery of the deed as hereinafter provided
(b) All checks in payment of the Purchase Price shall represent United
States currency and be drawn on or issued by a bank or trust company authorized to
accept deposits in New York State All checks in payment of the Downpayment shall be
payable to the order of Escrowee (as hereinafter defined) All checks in payment of the
balance of the Purchase Price shall be payable to the order of Seller (or as Seller
otherwise directs pursuant to subparas 6(a)(viii) or 18(b))
(c) Except for the Downpayment and checks aggregating not more than
one-half of one percent of the Purchase Price One Thousand Dollars ($100000)
including payment for closing adjustments all checks delivered by Purchaser shall be
certified or official bank checks as hereinabove provided
4 Closing of Title The closing documents referred to in para 6 shall be
delivered and payment of the balance of the Purchase Price shall be made at the closing
of title (ldquoClosingrdquo) to be held on or about at AM at the offices of
Giddins Claman LLP 675 Third Avenue 29th
Floor New York NY or at the office
of Purchaserrsquos lending institution or its counsel provided however that such office is
located in either the City or County in which either (a) Sellerrsquos attorney maintains an
office or (b) the Unit is located
5 Representations Warranties and Covenants Seller represents warrants
and covenants that
- 3 -
(a) Seller is the sole owner of the Unit and the property referred to in
subpara 2(a) and Seller has the full right power and authority to sell convey and transfer
the same
(b) The common charges (excluding separately billed utility charges) for
the Unit on the date hereof are $xxxxx per month
(c) Seller has not received any written notice of any intended assessment
or increase in common charges not reflected in subpara 5(b) Purchaser acknowledges
that it will not have the right to cancel this Contract in the event of the imposition of any
assessment or increase in common charges after the date hereof of which Seller has not
heretofore received written notice
(d) The real estate taxes for the Unit for the fiscal year of ________
through ________ are $_________ Purchaser may verify the real estate taxes on the
website of the New York City Department of Finance A printout from the website
is attached
(e) Seller is not a ldquosponsorrdquo or a nominee of a ldquosponsorrdquo under any plan of
condominium organization affecting the Unit
(f) All refrigerators freezers ranges dishwashers washing machines
clothes dryers and air conditioning equipment included in this sale will be in working
order at the time of Closing
(g) If a copy is attached to this Contract the copy of the Certificate of
Occupancy covering the Unit is a true and correct copy and
(h) Seller is not a ldquoforeign personrdquo as defined in para 17 (If inapplicable
delete and provide for compliance with Code Withholding Section as defined in para
17)
6 Closing Documents (a) At the Closing Seller shall deliver to Purchaser the
following
(i) Bargain and sale deed With covenant against grantorrsquos acts
(ldquoDeedrdquo) complying with RPL sect 339-o and containing the covenant required by LL sect
13(5) conveying to Purchaser title to the Unit together with its undivided interest in the
Common Elements (as such term is defined in the Declaration and which term shall be
deemed to include Sellerrsquos right title and interest in any limited common elements
attributable to or used in connection with the Unit) appurtenant thereto free and clear of
all liens and encumbrances other than Permitted Exceptions The Deed shall be executed
and acknowledged by Seller and if requested by the Condominium executed and
acknowledged by Purchaser in proper statutory form for recording
- 4 -
(ii) If a corporation and if required pursuant to BCL sect 909 Seller
shall deliver to Purchaser (1) a resolution of its board of directors authorizing the delivery
of the Deed and (2) a certificate executed by an officer of such corporation certifying as
to the adoption of such resolution and setting forth facts demonstrating that the delivery
of the Deed is in conformity with the requirements of BCL sect 909 The Deed shall also
contain a recital sufficient to establish compliance with such law
(iii) A waiver of right of first refusal of the board of managers of
the Condominium (ldquoBoardrdquo) if required in accordance with para 8
(iv) A statement by the Condominium or its managing agent that
the common charges and any assessments then due and payable the Condominium have
been paid to the date of the Closing
(v) All keys to the doors of and mailbox for the Unit
(vi) Such affidavits andor other evidence as the title company
(ldquoTitle Companyrdquo) from which Purchaser has ordered a title insurance report and which
is authorized to do business in New York State shall reasonably require in order to omit
from its title insurance policy all exceptions for judgments bankruptcies or other returns
against Seller and persons or entities whose names are the same as or are similar to
Sellerrsquos name
(vii) New York City Real Property Transfer Tax Return if
applicable and New York State Real Estate Transfer Tax Return prepared executed and
acknowledged by Seller in proper form for submission
(viii) Checks in payment of all applicable real property transfer
taxes except a transfer tax which by law is primarily imposed on the purchaser
(ldquoPurchaser Transfer Taxrdquo) due in connection with the sale In lieu of delivery of such
checks Seller shall have the right upon reasonable prior notice to Purchaser to cause
Purchaser to deliver said checks at the Closing and to credit the amount thereof against
the balance of the Purchase Price Seller shall pay the additional transfer taxes if any
payable after the Closing by reason of the conveyance of the Unit which obligation shall
survive the Closing
(ix) Certification that Seller is not a foreign person pursuant to
para 17 or a withholding certificate from the Internal Revenue Service (If inapplicable
delete and provide for compliance with Code Section as defined in para 17) and
(x) Affidavit that a single station smoke detecting alarm device is
installed pursuant to New York Executive Law sect378(5)
(b) At the Closing Purchaser shall deliver to Seller the following
- 5 -
(i) Checks in payment of (y) the balance of the Purchase Price in
accordance with subpara 3(b) and (z) any Purchaser Transfer Tax
(ii) If required by the Declaration or By-Laws power of attorney
to the Board prepared by Seller in the form required by the Condominium The power of
attorney shall be executed and acknowledged by Purchaser and after being recorded
shall be sent to the Condominium
(iii) New York City Real Property Transfer Tax Return executed
and acknowledged by Purchaser and an Affidavit in Lieu of Registration pursuant to New
York Multiple Dwelling Law each in proper form for submission if applicable and
(iv) If required New York State Equalization Return executed
and acknowledged by Purchaser in proper form for submission
(c) It is a condition of Purchaserrsquos obligation to close title hereunder that
(i) All notes or notices of violations of law or governmental
orders ordinances or requirements affecting the Unit and noted or issued by any
governmental department agency or bureau having jurisdiction which were noted or
issued on or prior to the date hereof shall have been cured by Seller
(ii) Any written notice to Seller from the Condominium (or its
duly authorized representative) that the Unit is in violation of the Declaration By-Laws
or rules and regulations of the Condominium shall have been cured and
(iii) The Condominium is a valid condominium created pursuant
to RPL Art 9-B and the Title Company will so insure
7 Closing Adjustments (a) The following adjustments shall be made as of
1159 PM of the day before the Closing
(i) Real estate taxes and water charges and sewer rents if
separately assessed on the basis of the fiscal period for which assessed except that if
there is a water meter with respect to the Unit apportionment shall be based on the last
available reading subject to adjustment after the Closing promptly after the next reading
is available provided however that in the event real estate taxes have not as of the date
of Closing been separately assessed to the Unit real estate taxes shall be apportioned on
the same basis as provided in the Declaration or By-Laws or in the absence of such
provision based upon the Unitrsquos percentage interest in the Common Elements
(ii) Common charges of the Condominium and
(iii) If fuel is separately stored with respect to the Unit only the
value of fuel stored with respect to the Unit at the price then charged by Sellerrsquos supplier
- 6 -
(as determined by a letter or certificate to be obtained by Seller from such supplier)
including any sales taxes
(b) If at the time of Closing the Unit is affected by an assessment which is
or may become payable in installments then for the purposes of this Contract only the
unpaid installments which are then due shall be considered due and are to be paid by
Seller at the Closing All subsequent installments at the time of Closing shall be the
obligation of Purchaser
(c) Any errors or omissions in computing closing adjustments shall be
corrected This subpara 7(c) shall survive the Closing
(d) If the Unit is located in the City of New York the ldquocustoms in respect
to title closingsrdquo recommended by The Real Estate Board of New York Inc as amended
and in effect on the date of Closing shall apply to the adjustments and other matters
therein mentioned except as otherwise provided herein
8 Right of First Refusal If so provided in the Declaration or By-Laws this
sale is subject to and conditioned upon the waiver of a right of first refusal to purchase
the Unit held by the Condominium and exercisable by the Board Seller agrees to give
notice promptly to the Board of the contemplated sale of the Unit to Purchaser which
notice shall be given in accordance with the terms of the Declaration and By-Laws and
Purchaser agrees to provide promptly all applications information and references
reasonably requested by the Board If the Board shall exercise such right of first refusal
Seller shall promptly refund to Purchaser the Downpayment (which term for all purposes
of this Contract shall be deemed to include interest if any earned thereon) and upon the
making of such refund this Contract shall be deemed cancelled and of no further force or
effect and neither party shall have any further rights against or obligations or liabilities
to the other by reason of this Contract If the Board shall fail to exercise such right of
first refusal within the time and in the manner provided for in the Declaration or By-Laws
or shall declare in writing its intention not to exercise such right of first refusal (a copy of
which writing shall be delivered to Purchaser promptly following receipt thereof) the
parties hereto shall proceed with this sale in accordance with the provisions of this
Contract
9 Processing Fee Seller shall at the Closing pay all fees and charges payable
to the Condominium (andor its managing agent) in connection with this sale and
customarily charged to Sellers by the Condominium including without limitation
any processing fee the legal fees if any of the Condominiumrsquos attorney in connection
with this sale and unless otherwise agreed to by Seller and Purchaser in writing all ldquoflip
taxesrdquo transfer or entrance fees or similar charges if any payable to or for the
Condominium or otherwise for the benefit of the Condominium unit owners which arise
by reason of this sale Purchaser shall pay all fees customarily charged to Purchasers
by the Condominium or Managing Agent
- 7 -
10 No Other Representations Purchaser has examined and is satisfied with the
Declaration By-Laws and rules and regulations of the Condominium or has waived the
examination thereof Purchaser has inspected the Unit its fixtures appliances and
equipment and the personal property if any included in this sale as well as the Common
Elements of the Condominium and knows the condition thereof and subject to subpara
5(f) agrees to accept the same ldquoas isrdquo ie in the condition they are in on the date hereof
subject to normal use wear and tear between the date hereof and the Closing Purchaser
has examined or waived examination of the last audited financial statements of the
Condominium and has considered or waived consideration of all other matters pertaining
to this Contract and to the purchase to be made hereunder and does not rely on any
representations made by any broker or by Seller or anyone acting or purporting to act on
behalf of Seller as to any matters which might influence or affect the decision to execute
this Contract or to buy the Unit or said personal property except those representations
and warranties which are specifically set forth in this Contract
11 Possession Seller shall prior to the Closing remove from the Unit all
furniture furnishings and other personal property not included in this sale shall repair
any damage caused by such removal and shall deliver exclusive possession of the Unit at
the Closing vacant broom-clean and free of tenancies or other rights of use or
possession
12 Access Seller shall permit Purchaser and its architect decorator or other
authorized persons to have the right of access to the Unit between the date hereof and the
Closing for the purpose of inspecting the same and taking measurements at reasonable
times and upon reasonable prior notice to Seller (by telephone or otherwise) Further
Purchaser shall have the right to inspect the Unit at a reasonable time during the 24-hour
period immediately preceding the Closing
13 Defaults and Remedies (a) If Purchaser defaults hereunder Sellerrsquos sole
remedy shall be to retain the Downpayment as liquidated damages it being agreed that
Sellerrsquos damages in case of Purchaserrsquos default might be impossible to ascertain and that
the Downpayment constitutes a fair and reasonable amount of damages under the
circumstances and is not a penalty
(b) If Seller defaults hereunder Purchaser shall have such remedies as
Purchaser shall be entitled to at law or in equity including but not limited to specific
performance
14 Notices Any notice request or other communication (ldquoNoticerdquo) given or
made hereunder (except for the notice required by para 12) shall be in writing and either
(a) sent by any of the parties hereto or their respective attorneys by registered or certified
mail return receipt requested postage prepaid or (b) delivered in person or by overnight
courier with receipt acknowledged to the address given at the beginning of this Contract
for the party to whom the Notice is to be given or to such other address for such party as
said party shall hereafter designate by Notice given to the other party pursuant to this
- 8 -
para 14 or (c) with respect to para 6(a)(viii) or para 18(b) sent by fax to the partyrsquos
attorney Each Notice mailed shall be deemed given on the third business day following
the date of mailing the same and each Notice delivered in person or by overnight courier
shall be deemed given when delivered A copy of each notice sent to a party shall also be
sent to the partyrsquos attorney Each notice sent by fax shall be deemed given when
transmission is confirmed by the senders fax machine The attorneys for the parties are
hereby authorized to give and receive on behalf of their clients all Notices and deliveries
15 Purchaserrsquos Lien The Downpayment and all other sums paid on account of
this Contract and the reasonable expenses of the examination of title to and departmental
violation searches in respect of the Unit are hereby made a lien upon the Unit but such
lien shall not continue after default by Purchaser hereunder
16 Downpayment in Escrow (a) Sellerrsquos attorney (ldquoEscroweerdquo) shall hold the
Downpayment in escrow in a segregated bank account at the depository identified at the
end of this Contract until Closing or sooner termination of this Contract and shall pay
over or apply the Downpayment in accordance with the terms of this para 16 Escrowee
shall hold the Downpayment in a(n) interest-bearing Escrow account for the benefit of
the parties If interest is held for the benefit of the parties it shall be paid to the party
entitled to the Downpayment and the party receiving the interest shall pay any income
taxes thereon If interest is not held for the benefit of the parties the Downpayment shall
be placed in an IOLA account or as otherwise permitted or required by law The Social
Security or Federal Identification numbers of the parties shall be furnished to Escrowee
upon request At Closing the Downpayment shall be paid by Escrowee to Seller If for
any reason Closing does not occur and either party gives Notice (as defined in paragraph
14) to Escrowee demanding payment of the Downpayment Escrowee shall give prompt
Notice to the other party of such demand If Escrowee does not receive Notice of
objection from such other party to the proposed payment within 10 business days after
the giving of such Notice Escrowee is hereby authorized and directed to make such
payment If Escrowee does receive such Notice of objection within such 10 day period or
if for any other reason Escrowee in good faith shall elect not to make such payment
Escrowee shall continue to hold such amount until otherwise directed by Notice from the
parties to this Contract or a final nonappealable judgment order or decree of a court
However Escrowee shall have the right at any time to deposit the Downpayment with the
clerk of a court in the county in which the Unit is located and shall give Notice of such
deposit to Seller and Purchaser Upon such deposit or other disbursement in accordance
with the terms of this para 16 Escrowee shall be relieved and discharged of all further
obligations and responsibilities hereunder
(b) The parties acknowledge that Escrowee is acting solely as a
stakeholder at their request and for their convenience and that Escrowee shall not be
liable to either party for any act or omission on its part unless taken or suffered in bad
faith or in willful disregard of this Contract or involving gross negligence on the part of
Escrowee Seller and Purchaser jointly and severally (with right of contribution) agree to
- 9 -
defend (by attorneys selected by Escrowee) indemnify and hold Escrowee harmless from
and against all costs claims and expenses (including reasonable attorneysrsquo fees) incurred
in connection with the performance of Escroweersquos 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 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 Escroweersquos agreement to the provisions of this para 16 by signing in
the place indicated in this Contract
(e) Escrowee or any member of its firm shall be permitted to act as
counsel for Seller in any dispute as to the disbursement of the Downpayment or any other
dispute between the parties whether or not Escrowee is in possession of the
Downpayment and continues to act as Escrowee
(f) The party whose attorney is Escrowee shall be liable for loss of the
Downpayment
17 FIRPTA Seller represents and warrants to Purchaser that Seller is not a
ldquoforeign personrdquo as defined in IRC sect 1445 as amended and the regulations issued
thereunder (ldquoCode Withholding Sectionrdquo) At the Closing Seller shall deliver to
Purchaser a certificate stating that Seller is not a foreign person in the form then required
by the Code Withholding Section or a withholding certificate from the Internal Revenue
Service In the event Seller fails to deliver the aforesaid certificate or in the event that
Purchaser is not entitled under the Code Withholding Section to rely on such certificate
Purchaser shall deduct and withhold from the Purchase Price a sum equal to 10 thereof
and shall at Closing remit the withheld amount with the required forms to the Internal
Revenue Service
18 Title Report Acceptable Title (a) Purchaser shall promptly after the date
hereof or after receipt of the mortgage commitment letter if applicable order a title
insurance report from the Title Company Promptly after receipt of the title report and
thereafter of any continuations thereof and supplements thereto Purchaser shall forward a
copy of each such report continuation or supplement to the attorney for Seller Purchaser
shall further notify Sellerrsquos attorney of any other objections to title not reflected in such
title report of which Purchaser becomes aware following the delivery of such report
reasonably promptly after becoming aware of such objections
(b) Any unpaid taxes assessments water charges and sewer rents
together with the interest and penalties thereon to a date not less than two days following
- 10 -
the date of Closing and any other liens and encumbrances which Seller is obligated to
pay and discharge or which are against corporations estates or other persons in the chain
of title together with the cost of recording or filing any instruments necessary to
discharge such liens and encumbrances of record may be paid out of the proceeds of the
monies payable at the Closing if Seller delivers to Purchaser at the Closing official bills
for such taxes assessments water charges sewer rents interest and penalties and
instruments in recordable form sufficient to discharge any other liens and encumbrances
of record Upon request made a reasonable time before the Closing Purchaser shall
provide at the Closing separate checks for the foregoing payable to the order of the holder
of any such lien charge or encumbrance and other wise complying with subpara 3(b) If
the Title Company is willing to insure Purchaser that such charges liens and
encumbrances will not be collected out of or enforced against the Unit and is willing to
insure the lien of Purchaserrsquos Institutional Lender (as hereinafter defined) free and clear
of any such charges liens and encumbrances then Seller shall have the right in lieu of
payment and discharge to deposit with the Title Company such funds or to give such
assurances or to pay such special or additional premiums as the Title Company may
require in order to so insure In such case the charges liens and encumbrances with
respect to which the Title Company has agreed so to insure shall not be considered
objections to title
(c) Seller shall convey and Purchaser shall accept fee simple title to the
Unit in accordance with the terms of this Contract subject only to (a) the Permitted
Exceptions and (b) such other matters as (i) the Title Company or any other title insurer
licensed to do business by the State of New York shall be willing without special or
additional premium to omit as exceptions to coverage or to except with insurance against
collection out of or enforcement against the Unit and (ii) shall be accepted by any lender
which has committed in writing to provide mortgage financing to Purchaser for the
purchase of the Unit (ldquoPurchaserrsquos Institutional Lenderrdquo) except that if such
acceptance by Purchaserrsquos Institutional Lender is unreasonably withheld or delayed such
acceptance shall be deemed to have been given
(d) Notwithstanding any contrary provisions in this Contract express or
implied or any contrary rule of law or custom if Seller shall be unable to convey the
Unit in accordance with this Contract (provided that Seller shall release discharge or
otherwise cure at or prior to Closing any matter created by Seller after the date hereof and
any existing mortgage unless this sale is subject to it) and if Purchaser elects not to
complete this transaction without abatement of the Purchase Price the sole obligation and
liability of Seller shall be to refund the Downpayment to Purchaser together with the
reasonable cost of the examination of title to and departmental violation searches in
respect of the Unit and upon the making of such refund and payment this Contract shall
be deemed cancelled and of no further force or effect and neither party shall have any
further rights against or obligations or liabilities to the other by reason of this Contract
However nothing contained in this subpara 18(d) shall be construed to relieve Seller
from liability due to a willful default
- 11 -
19 Risk of Loss Casualty (a) The risk of loss or damage to the Unit or the
personal property included in this sale by fire or other casualty until the earlier of the
Closing or possession of the Unit by Purchaser is assumed by Seller but without any
obligation of Seller to repair or replace any such loss or damage unless Seller elects to do
so as hereinafter provided Seller shall notify Purchaser of the occurrence of any such
loss or damage to the Unit or the personal property included in this sale within 10 days
after such occurrence or by the date of Closing whichever first occurs and by such
notice shall state whether or not Seller elects to repair or restore the Unit andor the
personal property as the case may be If Seller elects to make such repairs and
restorations Sellerrsquos notice shall set forth an adjourned date for the Closing which shall
be not more than 60 days after the date of the giving of Sellerrsquos notice If Seller either
does not elect to do so or having elected to make such repairs and restorations fails to
complete the same on or before said adjourned date for the Closing Purchaser shall have
the following options
(i) To declare this Contract cancelled and of no further force or
effect and receive a refund of the Downpayment in which event neither party shall
thereafter have any further rights against or obligations or liabilities to the other by
reason of this Contract or
(ii) To complete the purchase in accordance with this Contract
without reduction in the Purchase Price except as provided in the next sentence If Seller
carries hazard insurance covering such loss or damage Seller shall turn over to Purchaser
at the Closing the net proceeds actually collected by Seller under the provisions of such
hazard insurance policies to the extent that they are attributable to loss of or damage to
any property included in this sale less any sums theretofore expended by Seller in
repairing or replacing such loss or damage or in collecting such proceeds and Seller shall
assign (without recourse to Seller) Sellerrsquos right to receive any additional insurance
proceeds which are attributable to the loss of or damage to any property included in this
sale
(b) If Seller does not elect to make such repairs and restorations
Purchaser may exercise the resulting option under (i) or (ii) of (a) above only by notice
given to Seller within 10 days after receipt of Sellerrsquos notice If Seller elects to make such
repairs and restorations and fails to complete the same on or before the adjourned closing
date Purchaser may exercise either of the resulting options within 10 days after the
adjourned closing date
(c) In the event of any loss of or damage to the Common Elements which
materially and adversely affects access to or use of the Unit arising after the date of this
Contract but prior to the Closing Seller shall notify Purchaser of the occurrence thereof
within 10 days after such occurrence or by the date of Closing whichever occurs first in
which event Purchaser shall have the following options
- 12 -
(i) To complete the purchase in accordance with this Contract
without reduction in the Purchase Price or
(ii) To adjourn the Closing until the first to occur of (1)
completion of the repair and restoration of the loss or damage to the point that there is no
longer a materially adverse effect on the access to or use of the Unit or (2) the 60th day
after the date of the giving of Sellerrsquos aforesaid notice In the event Purchaser elects to
adjourn the Closing as aforesaid and such loss or damage is not so repaired and restored
within 60 days after the date of the giving of Sellerrsquos aforesaid notice then Purchaser
shall have the right either to (x) complete the purchase in accordance with this Contract
without reduction in the Purchase Price or (y) declare this Contract cancelled and of no
further force or effect and receive a refund of the Downpayment in which latter event
neither party shall thereafter have any further rights against or obligations or liabilities
to the other by reason of this Contract
(d) In the event of any loss of or damage to the Common Elements which
does not materially and adversely affect access to or use of the Unit Purchaser shall
accept title to the Unit in accordance with this Contract without abatement of the
Purchase Price
20 Internal Revenue Service Reporting Requirement Each party shall
execute acknowledge and deliver to the other party such instruments and take such other
actions as such other party may reasonably request in order to comply with IRC sect
6045(e) as amended or any successor provision or any regulations promulgated pursuant
thereto insofar as the same requires reporting of information in respect of real estate
transactions The provisions of this para 20 shall survive the Closing The parties
designate _________________________________ as the attorney responsible for
reporting this information as required by law
21 Broker Seller and Purchaser represent and warrant to each other that the only
real estate broker with whom they have dealt in connection with this Contract and the
transaction set forth herein is ______________________________ and that they know of
no other real estate broker who has claimed or may have the right to claim a commission
in connection with this transaction The commission of such real estate broker shall be
paid by Seller pursuant to separate agreement If no real estate broker is specified above
the parties acknowledge that this Contract was brought about by direct negotiation
between Seller and Purchaser and each represents to the other that it knows of no real
estate broker entitled to a commission in connection with this transaction Seller and
Purchaser shall indemnify and defend each other against any costs claims or expenses
(including reasonable attorneysrsquo fees) arising out of the breach on their respective parts of
any representation warranty or agreement contained in this para 21 The provisions of
this para 21 shall survive the Closing or if the Closing does not occur the termination of
this Contract
- 13 -
22 Mortgage Commitment Contingency (Delete paragraph if inapplicable) (a)
The obligation of Purchaser to purchase under this Contract is conditioned upon issuance
on or before ____________ days after a fully executed copy of this Contract is given to
Purchaser or Purchaserrsquos attorney in the manner set forth in paragraph 14 or
subparagraph 22(k) (the ldquoCommitment Daterdquo) 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 Purchasers sole cost and expense of $______________ for a term of at least _______
years (or such lesser sum or shorter term as Purchaser shall be willing to accept) at the
prevailing fixed or adjustable rate of interest and on other customary commitment terms
(the ldquoCommitmentrdquo) To the extent a Commitment is conditioned on the sale of
Purchaserrsquos current home payment of any outstanding debt no material adverse change
in Purchaserrsquos 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 Lenderrsquos approval of an appraisal shall not be deemed a ldquoCommitmentrdquo
hereunder until an appraisal is approved (and if that does not occur before the
Commitment Date Purchaser may cancel under subparagraph 22(e) unless the
Commitment Date is extended) Purchaserrsquos 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 Purchaserrsquos
election more than one Institutional Lender for such mortgage loan (ii) furnish accurate
and complete information regarding Purchaser and members of Purchaserrsquos 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 22(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 (ldquoMortgage Brokerrdquo) shall constitute full compliance with
the terms and conditions set forth in subparagraph 22(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 22
- 14 -
(e) If no Commitment is issued by the 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 22(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 22
(f) If this Contract is canceled by Purchaser pursuant to subparagraphs
22(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 21
(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 22(a) then Purchaser shall be deemed to have waived
Purchaserrsquos right to cancel this Contract and to receive a refund of the Downpayment by
reason of the contingency contained in this paragraph 22
(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 of its obligations under this
paragraph 22) and except as set forth in paragraph 21
(i) The attorneys for the parties are hereby authorized to give and receive
on behalf of their clients all Notices and deliveries under this paragraph 22
(j) For purposes of this Contract the term ldquoInstitutional Lenderrdquo 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
(k) For purposes of subparagraph (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
- 15 -
23 Gender Etc As used in this Contract the neuter includes the masculine and
feminine the singular includes the plural and the plural includes the singular as the
context may require
24 Entire Contract All prior understandings and agreements between Seller and
Purchaser are merged in this Contract and this Contract supersedes any and all
understandings and agreements between the parties and constitutes the entire agreement
between them with respect to the subject matter hereof
25 Captions The captions in this Contract are for convenience and reference
only and in no way define limit or describe the scope of this Contract and shall not be
considered in the interpretation of this Contract or any provision hereof
26 No Assignment by Purchaser Purchaser may not assign this Contract or any
of Purchaserrsquos rights hereunder
27 Successors and Assigns Subject to the provisions of para 26 the provisions
of this Contract shall bind and inure to the benefit of both Purchaser and Seller and their
respective distributees executors administrators heirs legal representatives successors
and permitted assigns
28 No Oral Changes This Contract cannot be changed or terminated orally Any
changes or additional provisions must be set forth in a rider attached hereto or in a
separate written agreement signed by both parties to this Contract
29 Contract Not Binding Until Signed This Contract shall not be binding or
effective until properly executed and delivered by Seller and Purchaser
30 Lead-Based Paint If applicable the complete and fully executed disclosure
of information on lead-based paint andor lead-based paint hazards is attached hereto and
made a part hereof
IN WITNESS WHEREOF the parties hereto have duly executed this Contract
on the day and year first above written
Seller Purchaser
_________________________________ ____________________________________
- 16 -
Agreed to as to para 16 ________________________________
Giddins Claman LLP Escrowee
Escrow Depository
Address
SCHEDULE A - Permitted Exceptions
1 Zoning laws and regulations and landmark historic or wetlands designation
which are not violated by the Unit and which are not violated by the Common Elements
to the extent that access to or use of the Unit would be materially and adversely affected
2 Consents for the erection of any structure or structures on under or above any
street or streets on which the Building may abut
3 The terms burdens covenants restrictions conditions easements and rules
and regulations set forth in the Declaration By-Laws and rules and regulations of the
Condominium the Power of Attorney from Purchaser to the board of managers of the
Condominium and the floor plans of the Condominium all as may be amended from time
to time
4 Rights of utility companies to lay maintain install and repair pipes lines
poles conduits cable boxes and related equipment on over and under the Building and
Common Elements provided that none of such rights imposes any monetary obligation
on the owner of the Unit or materially interferes with the use of or access to the Unit
5 Encroachments of stoops areas cellar steps trim cornices lintels window
sills awnings canopies ledges fences hedges coping and retaining walls projecting
from the Building over any street or highway or over any adjoining property and
encroachments of similar elements projecting from adjoining property over the Common
Elements
6 Any state of facts which an accurate survey or personal inspection of the
Building Common Elements or Unit would disclose provided that such facts do not
prevent the use of the Unit for dwelling purposes For the purposes of this Contract none
of the facts shown on the survey if any identified below shall be deemed to prevent the
use of the Unit for dwelling purposes and Purchaser shall accept title subject thereto
- 17 -
The survey referred to in No 6 above was prepared by
___________________________ dated _____________________ and last revised
____________________
7 The lien of any unpaid common charge real estate tax water charge sewer
rent or vault charge provided the same are paid or apportioned at the Closing as herein
provided
8 The lien of any unpaid assessments to the extent of installments thereof
payable after the Closing
9 Liens encumbrances and title conditions affecting the Common Elements
which do not materially and adversely affect the right of the Unit owner to use and enjoy
the Common Elements
10 Notes or notices of violations of law or governmental orders ordinances or
requirements (a) affecting the Unit and noted or issued subsequent to the date of this
Contract by any governmental department agency or bureau having jurisdiction and (b)
any such notes or notices affecting only the Common Elements which were noted or
issued prior to or on the date of this Contract or at any time hereafter
11 Any other matters or encumbrances subject to which Purchaser is required to
accept title to the Unit pursuant to this Contract
ABOUT THE SPEAKERS
Lisa Lippman Senior Vice President and Director was the 1 broker at Brown Harris Stevens in 2009 With 13 years of experience selling real estate Lisa specializes in the sale of high end cooperatives condominiums and townhomes throughout Manhattan As is clear from her record even in tough times Lisa manages to both sell and find homes for her clients
Other awards Lisa has won in the last few years include
middotWall Street Journal top 400-Lisa was 11 in the nation and 2 in Manhattan 2009middotWall Street Journal top 50 brokers in America 2007middotBrown Harris Stevens Westside Office Broker of the Year All Years 2006 - 2009 middotBrown Harris Stevens Westside Office Listing Broker of the Year 2007 2008 2009middotBrown Harris Stevens Largest New Development Deal of the Year 2009
Prior to becoming a real estate broker Lisa spent several years as a lawyer practicing litigation at two prestigious law firms She graduated from The University of Pennsylvania in 1986 and earned her law degree from Cardozo in 1990 Lisarsquos legal background affords her a keen understanding of the negotiation process as well as the complexities needed to complete the deal
A New York City resident for 24 years Lisa offers impeccable knowledge of the market as it applies across all neighborhoods She has lived downtown on the Upper East Side and has now resided on the Upper West Side for the past 14 years Additionally as the mother of three children Lisa is personally involved in the decisions all buyers face in choosing a neighborhood and a home
Lisa takes pride in being a straight-forward intelligent and honest broker She understands the individual needs of each client as well as their comfort with the purchase andor sale process Her listening talents combined with her unbeatable memory work ethic and negotiation skills allow her to service her buyers and sellers most effectively Lisa is also active in the New York community including the UJA and her childrenrsquos school All of this enables her to offer a well-rounded approach to navigating the New York real estate landscape bringing to life the nuances and charms that the City and its real estate market have to offer
LISA LIPPMANSenior Vice PresidentDirector
Lisa Lippman bull 212- 588-5606 bull fax 212-418-9733 bull llippmanbhsusacom
GIDDINS bull CLAMAN LLP
Attorneys at Law
675 THIRD AVENUE
29TH
FLOOR
NEW YORK NEW YORK 10017
(212)573-6703
FAX (212)949-1923 Paul M Giddins
Scott Claman
Giddins Claman LLP ndash Firm Biography
Giddins Claman LLP (formerly Giddins Claman amp Langs LLP) was
established in 1988 by Paul M Giddins formerly an Assistant District Attorney in
the New York County District Attorneyrsquos Office For over 20 years the firm has
specialized in real estate matters in the New York City metropolitan area with an
active transactional real estate practice Mr Giddins has specialized in residential
real estate during that time In addition to purchase sale and refinance transactions
Mr Giddins represents cooperative apartment boards of directors and condominium
boards of managers Mr Giddins also regularly gives lectures and seminars on real
estate matters for many of the prominent real estate brokerage firms in New York
Scott Claman has been in the practice of law in New York for over 26 years
and joined the firm as a member in 1996 having previously been a partner at a law
firm that specialized in the representation of cooperative apartment boards of
directors and condominium boards of managers Mr Claman is regularly engaged
in a variety of transactional real estate matters ranging from commercial leasing
mortgage financing and asset dispositions to individual apartment and house sales
In addition to individual and institutional owners of residential and commercial real
estate Mr Claman also represents cooperative apartment boards of directors and
condominium boards of managers and has given numerous lectures and seminars
on real estate matters for the Real Estate Board of New York and for many of the
prominent real estate brokerage firms in New York
Steven M Nachman serves as Of Counsel to the firm in connection with
commercial and general litigation matters Mr Nachman formerly associated with
the firm of Stroock amp Stroock amp Lavan has over 20 years of civil litigation
experience
Giddins Claman LLP is proud to provide our clients with the benefits of our
collective experience as seasoned litigators and transactional real estate specialists
while maintaining our personal commitment to represent our clients in a manner
associated with a smaller practice
ManhattanResidential Market Report
Fourth Quarter 2010
Manhattan Cooperatives and Condominiums
2 Fourth Quarter 2010
Average and Median Sale Price
Cooperative Average Sale Price
Condominium Average Sale Price
Cover Property BrownHarrisStevenscom WEB272151
Average Sale Price Median Sale Price
Prices for Manhattan apartments continued to edge upward
as their average sale price of $1432787 was 8 higher
than a year ago This marked the sixth straight quarter that
the average price has risen While the number of recorded
transactions fell 25 from a year ago the fourth quarter of 2009
was uncharacteristically busy due to pent-up demand after the
collapse of Lehman Brothers had frozen the market earlier that year
The average co-op price continued to rise sharply as
more buyers favored larger apartments compared to a year ago Two-bedroom and larger
units accounted for 45 of co-op sales up from 40 a year ago This helped push
the overall average co-op price up 17 from 2009rsquos fourth
quarter to $1158333
Condo prices averaged $1751219 during the fourth
quarter 1 higher than a year ago One-bedrooms posted the
biggest increase in average price rising 9 over the past year
to $844964
Studio 1-Bedroom 2-Bedroom 3+Bedroom All
4th Q 10 $342545 $593718 $1231116 $3150700 $1158333
3rd Q 10 $366086 $606444 $1206257 $3049980 $1156733
2nd Q 10 $356696 $597311 $1301392 $2872496 $1065814
1st Q 10 $334307 $587538 $1132150 $3098881 $1079195
4th Q 09 $345725 $585238 $1133967 $3001012 $990921
Studio 1-Bedroom 2-Bedroom 3+Bedroom All
4th Q 10 $495002 $844964 $1637638 $4567750 $1751219
3rd Q 10 $495876 $809514 $1596021 $3835376 $1724180
2nd Q 10 $464559 $840829 $1570772 $3922994 $1686690
1st Q 10 $529970 $819785 $1608375 $4250098 $1730415
4th Q 09 $554568 $772525 $1583362 $4574080 $1732362
Average Sale Price Median Sale Price
$1600000
$1400000
$1200000
$1000000
$800000
$400000
$600000
$1369883 $820000
1Q10
$1324504 $800000
4Q09
$1432787 $840000
4Q10
$1423378 $890000
3Q10
$1377135 $842779
2Q10
Fourth Quarter 2010 3
New Developments Lofts
Time on the Market
Excludes new developments and units listed over one year Based on the last asking price Excludes new developments
Average Price Per Square Foot
New development prices averaged $1099 per square foot 11 less than during the fourth quarter of 2009 This was due in part to an increase in the percent of new development sales in Northern Manhattan from 9 a year ago to 15 At $1052 the average price per square foot for loft apartments was 3 higher than during 2009rsquos fourth quarter
Apartments sold during the quarter spent an average of 113 days on the market 14 less time than a year ago Sellers received 955 of the last asking price up slightly from the fourth quarter of 2009
Asking Vs Selling Price
$700
$900
$1100
$1300 $1099
4Q10
$1238
4Q09
$1146
1Q10 2Q10
$1176
$700
$900
$1100
$1300 $1052
4Q10
$1017
4Q09
$1037
1Q10
$1066
2Q10
$1112
3Q10
$1077
3Q10
75 days
100 days
125 days
150 days 113
4Q10
132
4Q09
119
1Q10
112
2Q10
85
90
95
100 955
4Q10
954
4Q09
962
1Q10
97
3Q10
959
3Q10
966
2Q10
Generally 59th to 96th Street Fifth Avenue to the East River
Cooperative Condominium
East sidE
4 Fourth Quarter 2010
Average Price Per Square Foot
At an average of $1581971 prices for two-bedroom East Side
apartments were 14 higher than a year ago The average price fell
13 for three-bedroom and larger apartments due in part to 2 closings
of over $30 million a year ago inflating that figure Co-ops fared better than condos as the average
price per room rose for both prewar and postwar co-ops over the past year
while the average condo price per square foot fell
Average Price Per Room
4Q09 4Q10
Studio 1-Bedroom 2-Bedroom 3+Bedroom
Percent of Sales
4th Q 09 10 35 36 19
4th Q 10 11 39 28 22
Average Price
4th Q 09 $351462 $647300 $1383364 $4146087
4th Q 10 $355459 $647207 $1581971 $3605513
Change 1 0 14 -13
$100000
$300000
$150000
$200000
$250000
$350000
$400000
$50000
$200
$1000
$400
$600
$800
$1200
$1400
$0
Postwar
$204713 $210559
Prewar
$348425 $383335
4Q10
$1126
4Q09
$1168
Generally 59th to 110th Street Hudson River to West of Fifth Avenue
WEst sidE
Fourth Quarter 2010 5
Cooperative CondominiumAverage Price Per Room Average Price Per Square Foot
With the exception of studios prices rose for all other size categories of apartments on
the West Side led by a 21 gain in the average price for
three-bedroom and larger units This increase was helped by
535 West End Avenue whose three-bedroom closing prices averaged over $115 million
in the fourth quarter Co-ops remained strong as the average
price per room rose 21 for prewar and 12 for postwar co-ops on the West Side The average condo price per square
foot rose 3 to $1309 making the West Side the only
area where both co-op and condo prices were higher
than a year ago
4Q09 4Q10
Studio 1-Bedroom 2-Bedroom 3+Bedroom
Percent of Sales
4th Q 09 10 37 37 16
4th Q 10 8 33 38 21
Average Price
4th Q 09 $417466 $656421 $1326640 $3325062
4th Q 10 $391228 $766529 $1378920 $4030338
Change -6 17 4 21
$125000
$225000
$150000
$175000
$200000
$250000
$275000
$100000
$200
$1000
$400
$600
$800
$1200
$1400
$0
4Q09
$1267
4Q10
$1309
Prewar
$215967 $260653
Postwar
$189264 $212348
MidtoWn East Generally 34th to 59th Street Fifth Avenue to the East River
MidtoWn
MidtoWn WEst Generally 34th to 59th Street Hudson River to West of Fifth Avenue
6 Fourth Quarter 2010
Cooperative Condominium
Cooperative Condominium
Average Price Per Room Average Price Per Square Foot
Average Price Per Room Average Price Per Square Foot
A couple of high-end closings at The Plaza and One Beacon Court helped bring the average condo price per square foot 27 higher in the Midtown East market compared
to a year ago The average price per room fell 5 for prewar while rising
8 for postwar co-ops
The average price per square foot rose 12 for condos over the
past year in the Midtown West market A number of closings at The Sheffield and Platinum
helped bring up this figure The average price per room fell for
both prewar and postwar co-ops in this market compared
to a year ago
$175000
$100000
$125000
$150000
$200000
$225000
$1000
$250
$500
$750
$1250
$1500
4Q09 4Q10
$212198 $200857
Prewar
$188662 $204639
Postwar
$1171
4Q09
$1485
4Q10
$252044 $199029 $231213 $221850 $1180$1055
4Q10Prewar Postwar 4Q09
$1000
$250
$500
$750
$1250
$1500
4Q09 4Q10
$200000
$50000
$100000
$150000
$250000
$300000
Cooperative Condominium
Fourth Quarter 2010 7
Average Price Per Room Average Price Per Square Foot
South of 34th Street
doWntoWn
While the average price fell 23 for three-bedroom and
larger apartments Downtown from a year ago a large
number of closings at the Superior Ink building inflated 2009rsquos figure This also is a reason why the overall condo
price per square foot fell 10 from a year ago The average
co-op price per room rose 13 for prewar and 4 for
postwar units from 2009rsquos fourth quarter
4Q09 4Q10
Studio 1-Bedroom 2-Bedroom 3+Bedroom
Percent of Sales
4th Q 09 17 43 28 12
4th Q 10 16 41 31 12
Average Price
4th Q 09 $452722 $704292 $1615877 $4665379
4th Q 10 $444618 $741919 $1581625 $3605513
Change -2 5 -2 -23
Prewar
$208503 $235826
Postwar
$188600 $195854
$100000
$200000
$125000
$150000
$175000
$225000
$250000
$75000
$800
$1200
$900
$1000
$1100
$1300
$1400
$700
4Q09
$1326
4Q10
$1194
Cooperative CondominiumAverage Price Per Room Average Price Per Square Foot
Generally North of 96th Street on the East Side and 110th Street on the West Side
NEW YORK CITY bull PALM BEACH bull THE HAMPTONS bull NORTH FORK 2129069200
EAST SIDE445 Park AvenueHall F Willkie PresidentRuth McCoy EVPManaging Director of Sales
UPPER EAST SIDE1121 Madison AvenuePeter R Marra EVPManaging Director of Sales
EDWARD LEE CAVE DIVISION790 Madison AvenueCaroline E Y GuthriePresident
WEST SIDE1926 BroadwayJames M Gricar EVP Managing Director of Sales
BROOKLYN HEIGHTS129 Montague StreetChristopher Thomas EVPManaging Director of Sales
PARK SLOPE100 Seventh AvenueMaryAnn Albano EVPManaging Director of Sales
NEW DEVELOPMENT445 Park Avenue James M GricarManaging DirectorBrown Harris Stevens On-Site Marketing and Sales
Prepared by Gregory Heym Chief Economist Brown Harris Stevenscopy2010 by Brown Harris Stevens All Rights Reserved This information may not be copied used or distributed without Brown Harris Stevensrsquo consent While information is believed true no guaranty is made of accuracy
While the average price fell for three-bedroom and larger apartments it was higher for
all other size categories in Northern Manhattan Condo
prices rose slightly as their average price per square foot of $566 was up 1 from a
year ago The average price per room fell for both prewar and
postwar co-ops compared to a year ago
This report is based on 1901 reported Manhattan apartment sales 25 less than were reported during last yearrsquos comparable period
VILLAGE2 Fifth AvenueKevin Kovesci EVPManaging Director of Sales
TRIBECA43 North MooreKevin Kovesci EVPManaging Director of Sales
northErn Manhattan
Studio 1-Bedroom 2-Bedroom 3+Bedroom
Percent of Sales
4th Q 09 6 35 43 16
4th Q 10 8 38 38 16
Average Price
4th Q 09 $227611 $352759 $567332 $1101778
4th Q 10 $319798 $394509 $577071 $710832
Change 41 12 2 -35
$100
$500
$200
$300
$400
$600
$700
$0
4Q09 4Q10
4Q09
$563
4Q10
$566
$70000
$110000
$80000
$90000
$100000
$120000
$130000
$60000
Prewar
$120601 $97757
Postwar
$110104 $106330
Faculty Biographies
REAL PROPERTY SECTION gt Officer Bio
Chair Leo Genn Esq
Office Address Northside Center for Child Development 1301 Fifth Ave New York NY 10029-3119
Phone 212-426-3406 Fax 212-410-7561 Email lgenn_esqyahoocom
After working briefly as a litigator Mr Genn became House Counsel at NorthsideCenter for Child Development a Manhattan-based not for profit where he handles contract negotiations commercial leasing property management and insurance issues Mr Genn also writes government grants Before law school Mr Genn spent eight years managing commercial and residential real estate in New York City Mr Genn has also worked for New York Citys Office of Economic Development In March 2002 Mr Genns article on the notice requirements in foreclosure proceedings appeared on thecover of the New York Real Estate Law Reporter Mr Gennrsquos favorite law quote is Oliver Wendell Holmes remark A word is not a crystal transparent and unchanged it isthe skin of a living thought and may vary greatly in color and content according to thecircumstances and time in which it is used Mr Gennrsquos favorite case is Raffles v
ichelhaus and his favorite legal fiction is promissory estoppel W
Paul M Giddins Partner
Giddins Claman LLP Paul M Giddins is a partner at Giddins Claman LLP a law firm in New York City Mr Giddins received a Bachelor of Arts degree from Trinity College- Hartford and a law degree from American University Washington School of Law
LISA LIPPMAN | Senior Vice President Director | Licensed Associate Real Estate Broker
printer friendly page
1926 Broadway New York NY 10023 Tel (212) 588-5606 Fax (212) 418-9733 llippmanbhsusacom download contact info view current listings view sold listings
FEATURED PROPERTY - UPPER EAST SIDE
2COOPERATIVE
25 EAST 79TH STREET
rice $1299000
isting ID 1127158
PBedrooms 2 Baths 20 L
Lisa Lippman Senior Vice President and Director was the 1 broker at Brown Harris Stevens in 2009 With 13 years of experience selling real estate Lisa specializes in the sale of high end cooperatives condominiums and townhomes throughout Manhattan As is clear from her record even in tough times Lisa manages to both sell and find homes for her clients Other awards Lisa has won in the last few years include middotWall Street Journal top 400-Lisa was 11 in the nation and 2 in Manhattan 2009 middotWall Street Journal top 50 brokers in America 2007 middotBrown Harris Stevens Westside Office Broker of the Year All Years 2006 - 2009 middotBrown Harris Stevens Westside Office Listing Broker of the Year 2007 2008 2009 middotBrown Harris Stevens Largest New Development Deal of the Year 2009 Prior to becoming a real estate broker Lisa spent several years as a lawyer practicing litigation at two prestigious law firms She graduated from The University of Pennsylvania in 1986 and earned her law degree from Cardozo in 1990 Lisas legal background affords her a keen understanding of the negotiation process as well as the complexities needed to complete the deal A New York City resident for 24 years Lisa offers impeccable knowledge of the market as it applies across all neighborhoods She has lived downtown on the Upper East Side and has now resided on the Upper West Side for the past 14 years Additionally as the mother of three children Lisa is personally involved in the decisions all buyers face in choosing a neighborhood and a home Lisa takes pride in being a straight-forward intelligent and honest broker She understands the individual needs of each client as well as their comfort with the purchase andor sale process Her listening talents combined with her unbeatable memory work ethic and negotiation skills allow her to service her buyers and sellers most effectively Lisa is also active in the New York community including the UJA and her childrens school All of this enables her to offer a well-rounded approach to navigating the New York real estate landscape bringing to life the nuances and charms that the City and its real estate market have to offer
FINANCIAL STATEMENT
Name(s)
Address
The following is submitted as being true and accurate statement of the financial condition of the undersigned on the day of
January 20
ASSETS
Applicant
Co-Applicant
LIABILITIES
Applicant
Co-Applicant
Cash in Banks 550000 Notes Payable
Money Markets Funds 600000 To Banks
Contract Deposit 355000 To Relative
Investments Bonds amp Stocks To Others
- see schedule 1620000 Installment Accounts Payable
Investment in Own Business Automobile
Accounts amp Notes Receivable Other
Real Estate Owned-see schedule 1200000 Other Accounts Payable
Year Make Mortgages Payable on Real 535000
Automobiles 35000 Estate - see schedule
Personal Property amp Furniture 50000 Unpaid Real Estate Taxes
Life Insurance Unpaid Income Taxes
Cash Surrender Value 60000 Chattel Mortgages
Retirement FundsIRA Loans on Life Insurance
Policies
401K 200000 (Include Premium
Advances)
KEOGH Outstanding Credit Card
Loans
Profit SharingPension Plan Other Debts - Itemize
Other Assets TOTAL LIABILITIES 535000 0
TOTAL ASSETS 4670000 0 NET WORTH 4135000 0
COMBINED ASSETS
4670000
TOTAL LIABILITIES
amp NET WORTH 4670000 0
SOURCE OF INCOME
Applicant
Co-Applicant
COMBINED 4670000
Base Salary 350000 CONTINGENT LIABILITIES
Overtime Wages As Endorser or Co-Maker on Notes $ 0
Bonus amp Commissions 150000 Alimony $ 0
Dividends and Interest Income Child Support $ 0
Real Estate Income (Net) Are you defendant in any legal action Yes No
Explain
Other Income - Itemize Are there any unsatisfied judgments Yes No
TOTAL 500000 0 Have you ever taken bankruptcy Yes No
Explain GENERAL INFORMATION
Applicant
Co-Applicant
Personal Bank Accounts at
PROJECTED EXPENSES
MONTHLY
Maintenance $ 2857
Savings amp Loan Accounts at Apartment Financing $ 10078
Other Mortgages $ 2671
Bank Loans $
Purpose of Loan Auto Loan $
TOTAL $ 15606
The foregoing statements and details pertaining thereto both printed and written have been carefully read and the undersigned hereby
solemnly declares and certifies that the same is a full and correct exhibit of myour financial condition
Date 20 Signature __________________________________________
Signature __________________________________________
SCHEDULE OF BOND amp STOCKS
Amount of Shares
Description (Extended Valuation in Column)
Marketable Value
Non-Marketable Value
SCHEDULE OF REAL ESTATE
Description amp Location
Cost
Actual Value
Mortgage Amount
Maturity Date
SCHEDULE OF NOTES PAYABLE
Specify any assets pledges as collateral including the liabilities they secure
To Whom Payable
Date
Amount
Due
Interest
Pledged as Security
April 2009
ESTIMATED RESIDENTIAL CLOSING COSTS IN NEW YORK CITY
Broker As provided in exclusive with broker
Own Attorney Approx $2000 +- as negotiated
Managing Agentrsquos Fee Approx $500 + as determined by building
Move-out Deposit or Fee Approx $1000 as determined by building
New York City Transfer Tax 1 of entire gross purchase price if price is $500000 or under or 1425 of entire gross purchase price if price exceeds $500000
New York State Transfer Tax 04 (004) of gross purchase price
Bank Satisfaction of Mortgage Fees Approx $450 as determined by bank
Recording ACRIS other fees Approx $150
Gains Tax Withholding (Out of State Seller) 897 of gain
Non ndash US Resident (FIRPTA) 10 of price withheld or paid
Stock Transfer Tax (Co-ops Only) $005share
FOR The SelleR
Mortgage Recording Tax and Title Insurance not required for Co-ops though title insurance is available for Co-ops at other rates
For Bulk Sale Multi Family and Commercial Property NYC Transfer Tax Rates $1425 under $500000 2625 above Mortgage Recording Tax Rates 205 under $500000 28 above $500000
When purchasing a condominium unit directly from a Sponsor the Purchaser may be required to pay New York City and New York State Transfer Taxes (See ldquoFor The Sellerrdquo section above for amounts) as well as the Sponsorrsquos attorneyrsquos fee (typically around $1500)
All costs are estimated and will vary based on transaction specifics changes in rates and taxes and other factors No representation is made as to the accuracy of these estimates Parties to transactions must consult their own counsel and refer to transaction specifics for verification of all costs
Own Attorney Approx $2000 +- as negotiated
Bank Fees (application credit appraisal bank attorney and miscellaneous) Approx $2200 as determined by bank
Short-term Interest One month max (prorated for month of closing)
Miscellaneous Recording Fees Approx $500
Mortgage Recording Fee205 of entire amount of Mortgage on Loans $500000 or under or 2175 of entire amount of Mortgage on Loans exceeding $500000
Fee Title Insurance Approx $8000 for $2000000 NYC condo based on rate schedule
Mortgagee Title Insurance Approx $1500 for $1500000 NYC condo mortgage based on rate schedule
Miscellaneous Title Charges Approx $500
Managing Agentrsquos Fee Approx $500 as determined by building
Adjustments
Common Charges Approx 1 month (prorated for month of closing)
Real estate Tax escrow Approx 8 months (prorated to closing plus 6 month escrow may include insurance)
Mansion Tax 1 of entire gross purchase price if purchase price exceeds $1000000
Move-in Deposit or Fee Approx $1000 as determined by building
lien Search (Co-ops Only) Approx $350
FOR The PURChASeR
123 - Contract of sale cooperative apartment 7-01
Prepared by The Committee on Condominiums and Cooperatives of the Real Property Section of the New York State Bar Association
CONSULT YOUR LAWYER BEFORE SIGNING THIS AGREEMENT
Contract of Sale - Cooperative Apartment
This Contract is made as of October 2010 between the Seller and the Purchaser identified below
1 Certain Definitions and Information
11 The Parties are
111 Seller
Prior names used by Seller
Address
New York NY
S S No
112 Purchaserrdquo
Address
New York NY
S S No
12 The Attorneys are (name address and telephone fax)
121 Sellers Attorneyrdquo
Giddins Claman LLP
675 Third Avenue 29th Floor
New York NY 10017
Attn Paul M Giddins Esq
(212)573-6703 Fax (212)949-1923
pgiddinsgcl-lawcom
122 Purchasers Attorney
13 The Escrowee is the Sellers Attorney
14 The Managing Agent is (name address and telephone fax)
15 The real estate Broker(s) (see para 12) isare
Lisa Lippman
Company Name Brown Harris Stevens
16 The name of the cooperative housing corporation (Corporation) is
17 The Unit number is
18 The Unit is located in Premises known as
19 The Shares are the shares of the Corporation allocated to the Unit
110 The Lease is the Corporations proprietary lease or occupancy agreement for the Unit given by the Corporation which expires on
111 Personalty is the following personal property to the extent existing in the Unit on the date hereof the refrigerators freezers ranges ovens built-in microwave ovens dishwashers garbage disposal units cabinets and
counters lighting fixtures chandeliers wall-to-wall carpeting plumbing and heating fixtures central air conditioning andor window or sleeve units washing machines dryers screens and storm windows window treatments switch plates door hardware mirrors built-ins not excluded in Paragraph 112 and
112 Specifically excluded from this sale is all personal property not included in para 111 and
113 The sale [does] [does not] include Sellers interest in
Storage Servants Room Parking Space (Included Interests)
114 The Closing is the transfer of ownership of the Shares and Lease
115 The date scheduled for Closing is 2010
(Scheduled Closing Date) at 200 PM (See para 9 and 10)
116 The Purchase Price is $
1161 The Contract Deposit is $
1162 The Balance of the Purchase Price due at Closing is
$ (See para 222)
117 The monthly Maintenance charge is $ (See para 4)
118 The Assessment if any payable to the Corporation at the date of this Contract is $ payable as follows
119 SellerPurchaser shall pay the Corporations flip tax transfer fee (apart from the transfer agent fee) andor waiver of option fee (Flip Tax) if any
120 Financing Options (Delete two of the following parapara 1 20 1 1202 or 1203)
1201 Purchaser may apply for financing in connection with this sale and Purchasers obligation to purchase under this Contract is contingent upon issuance of a Loan Commitment Letter by the Loan Commitment Date (para 1812)
1202 Purchaser may apply for financing in connection with this sale but Purchasers obligation to purchase this Contract is not contingent upon issuance of a Loan Commitment Letter
1203 Purchaser shall not apply for financing in connection with this sale
121 If para 120 1 or 1202 applies the Financing Terms for para 18 are A loan of $ for a term of 30 years or such lesser amount or shorter term as applied for or acceptable to Purchaser and the Loan Commitment Date for para 18 is 30 calendar days after the Delivery Date
122 The Delivery Date of this Contract is the date on which a fully executed counterpart of this Contract is deemed given to and received by Purchaser or Purchasers Attorney as provided in para 173
123 All Proposed Occupants of the Unit are
1231 persons and relationship to Purchaser
Purchasers
1232 pets
124 The Contract Deposit shall be held in [a non] [an] IOLA escrow account If the account is a non-IOLA account then interest shall be paid to the Party entitled to the Contract Deposit The Party receiving the interest shall pay any income taxes thereon The escrow account shall be a segregated bank account at
Depository XXXX Bank
Address (See para 27)
125 This Contract is [not] continued on attached rider(s)
2 Agreement to Sell and Purchase Purchase Price Escrow
21 Seller agrees to sell to Purchaser and Purchaser agrees to purchase from Seller the Sellers Shares Lease Personalty and any Included Interests and all other items included in this sale for the Purchase Price and upon the terms and conditions set forth in this Contract
22 The Purchase Price is payable to Seller by Purchaser as follows
221 the Contract Deposit at the time of signing this Contract by Purchasers good check to the order of Escrowee and
222 the Balance at Closing only by cashiers or official bank check or certified check of Purchaser payable to the direct order of Seller The check(s) shall be drawn on and payable by a branch of a commercial or savings bank savings and loan association or trust company located in the same City or County as the Unit Seller may direct on reasonable Notice (defined in para 17) prior to Closing that all or a portion of the Balance shall be made payable to persons other than Seller (see para 177)
3 Personalty
31 Subject to any rights of the Corporation or any holder of a mortgage to which the Lease is subordinate this sale includes all of the Sellers interest if any in the Personalty and the Included Interests
32 No consideration is being paid for the Personalty or for the Included Interests nothing shall be sold to Purchaser if the Closing does not occur
33 Prior to Closing Seller shall remove from the Unit all the furniture furnishings and other property not included in this sale and repair any damage caused by such removal
4 Representations and Covenants
41 Subject to any matter affecting title to the Premises (as to which Seller makes no representations or covenants) Seller represents and covenants that
4 11 Seller is and shall at Closing be the sole owner of the Shares Lease Personalty and Included Interests with the full right power and authority to sell and assign them Seller shall make timely provision to satisfy existing security interest(s) in the Shares and Lease and have the same delivered at Closing (See para 101)
412 the Shares were duly issued fully paid for and are non-assessable
413 the Lease is and will at Closing be in full force and effect and no notice of default under the Lease is now or will at Closing be in effect
414 the Maintenance and Assessments payable as of the date hereof are as specified in para 117 and 118
415 as of this date Seller neither has actual knowledge nor has received any written notice of any increase in Maintenance or any Assessment which has been adopted by the Board of Directors of the Corporation and is not reflected in the amounts set forth in parapara 117 and 118
416 Seller has not made any material alterations or additions to the Unit without any required consent of the Corporation or to Sellers actual knowledge without compliance with all applicable law This provision shall not survive Closing
417 Seller has not entered into shall not enter into and has no actual knowledge of any agreement (other than the Lease) affecting title to the Unit or its use andor occupancy after Closing or which would be binding on or adversely affect Purchaser after Closing (eg a sublease or alteration agreement)
418 Seller has been known by no other name for the past 10 years except as set forth in para 111
419 at Closing in accordance with para 152
4191 there shall be no judgments outstanding against Seller which have not been bonded against collection out of the Unit (Judgments)
4192 the Shares Lease Personalty and any Included Interests shall be free and clear of liens (other than the Corporations general lien on the Shares for which no monies shall be owed) encumbrances and adverse interests (Liens)
4193 all sums due to the Corporation shall be fully paid by Seller to the end of the payment period immediately preceding the date of Closing
4194 Seller shall not be indebted for labor or material which might give rise to the filing of a notice of mechanics lien against the Unit or the Premises and
4195 no violations shall be of record which the owner of the Shares and Lease would be obligated to remedy under the Lease
42 Purchaser represents and covenants that
421 Purchaser is acquiring the Shares and Lease for primary residential occupancy of the Unit solely by the Proposed Occupants identified in para 1 23
422 Purchaser is not and within the past 7 years has not been the subject of a bankruptcy proceeding
423 if para 1203 applies Purchaser shall not apply for financing in connection with this purchase
424 Each individual comprising Purchaser is over the age of 18 and is purchasing for Purchasers own account (beneficial and of record)
425 Purchaser shall not make any representations to the Corporation contrary to the foregoing and shall provide all documents in support thereof required by the Corporation in connection with Purchasers application for approval of this transaction and
426 there are not now and shall not be at Closing any unpaid tax liens or monetary judgments against Purchaser
43 Each Party covenants that its representations and covenants contained in para 4 shall be true and complete at Closing and except for para 416 shall survive Closing but any action based thereon must be instituted within one year after Closing
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 Corporations 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 Corporations shareholders under Internal Revenue Code (IRC) sect216 (or any successor statute)
6 Required Approval and References
61 This sale is subject to the unconditional consent of the Corporation
62 Purchaser shall in good faith
621 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 or if para 1201 or 1202 applies and the Loan Commitment Letter is required by the Corporation within 3 business days after the earlier of (i) the Loan Commitment Date (defined in para 12 1) or (ii) the date of receipt of the Loan Commitment Letter (defined in para 1812) whether said commitment letter is conditional or unconditional
622 attend (and cause any Proposed Occupant to attend) one or more personal interviews as requested by the Corporation and
623 promptly submit to the Corporation such further references data and documents reasonably requested by the Corporation 63 Either Party after learning of the Corporations 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 Corporations 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 para 63 the Escrowee shall refund the Contract Deposit to Purchaser 64 If such consent is refused or not given due to Purchasers bad faith conduct Purchaser shall be in default and para 131 shall govern 7 Condition of Unit and Personalty Possession 71 Seller makes no representation as to the physical condition or state of repair of the Unit the Personalty the Included Interests or the Premises Purchaser has inspected or waived inspection of the Unit the Personalty and the Included Interests and shall take the same as is as of the date of
this Contract except for reasonable wear and tear However at the time of Closing the appliances shall be in working order and required smoke detector(s) shall be installed and operable 72 At Closing Seller shall deliver possession of the Unit Personalty and Included Interests in the condition required by para 71 broom clean vacant and free of all occupants and rights of possession 8 Risk of Loss 81 The provisions of General Obligations Law Section 5-1311 as modified herein shall apply to this transaction as if it were a sale of realty For purposes of this paragraph the term Unit includes built-in Personalty 82 Destruction shall be deemed material under GOL 5-1311 if the reasonably estimated cost to restore the Unit shall exceed 5 of the Purchase Price 83 In the event of any destruction of the Unit or the Premises when neither legal title nor the possession of the Unit has been transferred to Purchaser Seller shall give Notice of the loss to Purchaser (Loss Notice) by the earlier of the date of Closing or 7 business days after the date of the loss 84 If there is material destruction of the Unit without fault of Purchaser this Contract shall be deemed canceled in accordance with para 163 unless Purchaser elects by Notice to Seller to complete the purchase with an abatement of the Purchase Price or 85 Whether or not there is any destruction of the Unit if without fault of Purchaser more than 10 of the units in the Premises are rendered uninhabitable or reasonable access to the Unit is not available then Purchaser shall have the right to cancel this Contract in accordance with para 163 by Notice to Seller 86 Purchasers Notice pursuant to para 84 or para 85 shall be given within 7 business days following the giving of the Loss Notice except that if Seller does not give a Loss Notice Purchasers Notice may be given at any time at or prior to Closing 87 In the event of any destruction of the Unit Purchaser shall not be entitled to an abatement of the Purchase Price (i) that exceeds the reasonably estimated cost of repair and restoration or (ii) for any loss that the Corporation is obliged to repair or restore but Seller shall assign to Purchaser without recourse Sellers claim if any against the Corporation with respect to such loss 9 Closing Location The Closing shall be held at the location designated by the Corporation or if no such designation is made at the office of Sellers Attorney 10 Closing 101 At Closing Seller shall deliver or cause to be delivered 1011 Sellers certificate for the Shares duly endorsed for transfer to Purchaser or accompanied by a separate duly executed stock power to Purchaser and in either case with any guarantee of Sellers signature required by the Corporation 1012 Sellers counterpart original of the Lease all assignments and assumptions in the chain of title and a duly executed assignment thereof to Purchaser in the form required by the Corporation 1013 FIRPTA documents required by para 25 1014 keys to the Unit building entrance(s) and if applicable garage mailbox storage unit and any locks in the Unit 1015 if requested an assignment to Purchaser of Sellers interest in the Personalty and Included Interests 1016 any documents and payments to comply with para 152 1017 If Seller is unable to deliver the documents required in para 1011 or 1012 then Seller shall deliver or cause to be delivered all documents and payments required by the Corporation for the issuance of anew certificate for the Shares or a new Lease 102 At Closing Purchaser shall 1021 pay the Balance in accordance with para 222 1022 execute and deliver to Seller and the Corporation an agreement assuming the Lease in the form required by the Corporation and 1023 if requested by the Corporation execute and deliver counterparts of a new lease substantially the same as the Lease for the balance of the Lease term in which case the Lease shall be canceled and surrendered to the Corporation together with Sellers assignment thereof to Purchaser
103 At Closing the Parties shall complete and execute all documents necessary 1031 for Internal Revenue Service (IRS) form 1099-S or other similar requirements 1032 to comply with smoke detector requirements and any applicable transfer tax filings and 1033 to transfer Sellers interest if any in and to the Personalty and Included Interests 104 Purchaser shall not be obligated to close unless at Closing the Corporation delivers 1041 to Purchaser a new certificate for the Shares in the name of Purchaser and 1042 a written statement by an officer or authorized agent of the Corporation consenting to the transfer of the Shares and Lease to Purchaser and setting forth the amounts of and payment status of all sums owed by Seller to the Corporation including Maintenance and any Assessments and the dates to which each has been paid 11 Closing Fees Taxes and Apportionments 11 1 At or prior to Closing 1111 Seller shall pay if applicable 11111 the cost of stock transfer stamps and 11112 transfer taxes except as set forth in para 11122 1112 Purchaser shall pay if applicable 11121 any fee imposed by the Corporation relating to Purchasers financing and 11122 transfer taxes imposed by statute primarily on Purchaser (eg the mansion tax) 112 The Flip Tax if any shall be paid by the Party specified in para 119 113 Any fee imposed by the Corporation and not specified in this Contract shall be paid by the Party upon whom such fee is expressly imposed by the Corporation and if no Party is specified by the Corporation then such fee shall be paid by Seller 114 The Parties shall apportion as of 1159 PM of the day preceding the Closing the Maintenance and any other periodic charges due the Corporation (other than Assessments) and STAR Tax Exemption (if the Unit is the beneficiary of same) based on the number of the days in the month of Closing 115 Assessments whether payable in a lump sum or installments shall not be apportioned but shall be paid by the Party who is the owner of the Shares on the date specified by the Corporation for payment Purchaser shall pay any installments payable after Closing provided Seller had the right and elected to pay the Assessment in installments 116 Each Party shall timely pay any transfer taxes for which it is primarily liable pursuant to law by cashiers official bank certified or attorneys escrow check This para 116 shall survive Closing 117 Any computational errors or omissions shall be corrected within 6 months after Closing This para 117 shall survive Closing 12 Broker 121 Each Party represents that such Party has not dealt with any person acting as a broker whether licensed or unlicensed in connection with this transaction other than the Broker(s) named in para 15 122 Seller shall pay the Brokers commission pursuant to a separate agreement The Broker(s) shall not be deemed to be a third-party beneficiary of this Contract 123 This para 12 shall survive Closing cancellation or termination of this Contract 13 Defaults Remedies and Indemnities 131 In the event of a default or misrepresentation by Purchaser Sellers sole and exclusive remedies shall be to cancel this Contract retain the Contract Deposit as liquidated damages and if applicable Seller may enforce the indemnity in para 133 as to brokerage commission or sue under para 134 Purchaser prefers to limit Purchasers exposure for actual damages to the amount of the Contract Deposit which Purchaser agrees constitutes a fair and reasonable amount of compensation for Sellers damages under the circumstances and is not a penalty The principles of real property law shall apply to this liquidated damages provision 132 In the event of a default or misrepresentation by Seller Purchaser shall have such remedies as Purchaser is entitled to at law or in equity including
specific performance because the Unit and possession thereof cannot be duplicated 133 Subject to the provisions of para 43 each Party indemnifies and holds harmless the other against and from any claim judgment loss liability cost or expense resulting from the indemnitors breach of any of its representations or covenants stated to survive Closing cancellation or termination of this Contract Purchaser indemnifies and holds harmless Seller against and from any claim judgment loss liability cost or expense resulting from the Lease obligations accruing from and after the Closing Each indemnity includes without limitation reasonable attorneys fees and disbursements court costs and litigation expenses arising from the defense of any claim and enforcement or collection of a judgment under this indemnity provided the indemnitee is given Notice and opportunity to defend the claim This para 133 shall survive Closing cancellation or termination of this Contract 134 In the event any instrument for the payment of the Contract Deposit fails of collection Seller shall have the right to sue on the uncollected instrument In addition such failure of collection shall be a default under this Contract provided Seller gives Purchaser Notice of such failure of collection and within 3 business days after Notice is given Escrowee does not receive from Purchaser an unendorsed good certified check bank check or immediately available funds in the amount of the uncollected funds Failure to cure such default shall entitle Seller to the remedies set forth in Paragraph 131 and to retain all sums as may be collected andor recovered 14 Entire Agreement Modification 141 All prior oral or written representations understandings and agreements had between the Parties with respect to the subject matter of this Contract and with the Escrowee as to para 27 are merged in this Contract which alone fully and completely expresses the Parties and Escrowees agreement 142 The Attorneys may extend in writing any of the time limitations stated in this Contract Any other provision of this Contract may be changed or waived only in writing signed by the Party or Escrowee to be charged 15 Removal of Liens and Judgments 151 Purchaser shall deliver or cause to be delivered to Seller or Sellers Attorney not less than 10 calendar days prior to the Scheduled Closing Date a Lien and Judgment search except that Liens or Judgments first disclosed in a continuation search shall be reported to Seller within 2 business days after receipt thereof but not later than the Closing Seller shall have the right to adjourn the Closing pursuant to para 16 to remove any such Liens and Judgments Failure by Purchaser to timely deliver such search or continuation search shall not constitute a waiver of Sellers covenants in para 4 as to Liens and Judgments However if the Closing is adjourned solely by reason of untimely delivery of the Lien and Judgment search the apportionments under Paragraph 113 shall be made as of 1159 PM of the day preceding the Scheduled Closing Date in para 115 152 Seller at Sellers expense shall obtain and deliver to the Purchaser the documents and payments necessary to secure the release satisfaction termination and discharge or removal of record of any Liens and Judgments Seller may use any portion of the Purchase Price for such purposes 153 This para 15 shall survive Closing 16 Sellers Inability 161 If Seller shall be unable to transfer the items set forth in para 21 in accordance with this Contract for any reason other than Sellers failure to make a required payment or other willful act or omission then Seller shall have the right to adjourn the Closing for periods not exceeding 60 calendar days in the aggregate but not extending beyond the expiration of Purchasers Loan Commitment Letter if para 1201 or 1202 applies 162 If Seller does not elect to adjourn the Closing or (if adjourned) on the adjourned date of Closing Seller is still unable to perform then unless Purchaser elects to proceed with the Closing without abatement of the Purchase Price either Party may cancel this Contract on Notice to the other Party given at any time thereafter 163 In the event of such cancellation the sole liability of Seller shall be to cause the Contract Deposit to be refunded to Purchaser and to reimburse Purchaser for the actual costs incurred for Purchases lien and title search if any
17 Notices and Contract Delivery 171 Any notice or demand (Notice) shall be in writing and delivered either by hand overnight delivery or certified or registered mail return receipt requested to the Party or and simultaneously in like manner to such Partys Attorney if any and to Escrowee at their respective addresses or to such other address as shall hereafter be designated by Notice given pursuant to this para 17 172 The Contract may be delivered as provided in para 171 or by ordinary mail 173 The Contract or each Notice shall be deemed given and received 1731 on the day delivered by hand 1732 on the business day following the date sent by overnight delivery 1733 on the 5th business day following the date sent by certified or registered mail or 1734 as to the Contract only 3 business days following the date of ordinary mailing 174 A Notice to Escrowee shall be deemed given only upon actual receipt by Escrowee 175 The Attorneys are authorized to give and receive any Notice on behalf of their respective clients 176 Failure or refusal to accept a Notice shall not invalidate the Notice 177 Notice pursuant to parapara 222 and 134 may be delivered by confirmed facsimile to the Partys Attorney and shall be deemed given when transmission is confirmed by senders facsimile machine 18 Financing Provisions 181 The provisions of parapara 181 and 182 are applicable only if para 1201 or 1202 applies 1811 An Institutional Lender is any of the following that is authorized under Federal or New York State law to issue a loan secured by the Shares and Lease and is currently extending similarly secured loan commitments in the county in which the Unit is located a bank savings bank savings and loan association trust company credit union of which Purchaser is a member mortgage banker insurance company or governmental entity 1812 A Loan Commitment Letter is a written offer from an Institutional Lender to make a loan on the Financing Terms (see para 1 2 1) at prevailing fixed or adjustable interest rates and on other customary terms generally being offered by Institutional Lenders making cooperative share loans An offer to make a loan conditional upon obtaining an appraisal satisfactory to the Institutional Lender shall not become a Loan Commitment Letter unless and until such condition is met An offer conditional upon any factor concerning Purchaser (eg sale of current home payment of outstanding debt no material adverse change in Purchasers financial condition etc) is a Loan Commitment Letter whether or not such condition is met Purchaser accepts the risk that and cannot cancel this Contract if any condition concerning Purchaser is not met 182 Purchaser directly or through a mortgage broker registered pursuant to Article 12-D of the Banking Law shall diligently and in good faith 1821 apply only to an Institutional Lender for a loan on the Financing Terms (see para 121) on the form required by the Institutional Lender containing truthful and complete information and submit such application together with such documents as the Institutional Lender requires and pay the applicable fees and charges of the Institutional Lender all of which shall be performed within 5 business days after the Delivery Date 1822 promptly submit to the Institutional Lender such further references data and documents requested by the Institutional Lender and 1823 accept a Loan Commitment Letter meeting the Financing Terms and comply with all requirements of such Loan Commitment Letter (or any other loan commitment letter accepted by Purchaser) and of the Institutional Lender in order to close the loan and 1824 furnish Seller with a copy of the Loan Commitment Letter promptly after Purchasers receipt thereof 1825 Purchaser is not required to apply to more than one Institutional Lender 183 If Paragraph 1201 applies then 1831 provided Purchaser has complied with all applicable provisions of para 182 and this para 183 Purchaser may cancel this Contract as set forth below if
18311 any Institutional Lender denies Purchasers application in writing prior to the Loan Commitment Date (see Paragraph 121) or 18312 a Loan Commitment Letter is not issued by the Institutional Lender on or before the Loan Commitment Date or 18313 any requirement of the Loan Commitment Letter other than one concerning Purchaser is not met (eg failure of the Corporation to execute and deliver the Institutional Lenders recognition agreement or other document financial condition of the Corporation owner occupancy quota etc) or 18314 (i) the Closing is adjourned by Seller or the Corporation for more than 30 business days from the Scheduled Closing Date and (ii) the Loan Commitment Letter expires on a date more than 30 business days after the Scheduled Closing Date and before the new date set for Closing pursuant to this para and (iii) Purchaser is unable in good faith to obtain from the Institutional Lender an extension of the Loan Commitment Letter or a new Loan Commitment Letter on the Financing Terms without paying additional fees to the Institutional Lender unless Seller agrees by Notice to Purchaser within 5 business days after receipt of Purchasers Notice of cancellation on such ground that Seller will pay such additional fees and Seller pays such fees when due Purchaser may not object to an adjournment by Seller for up to 30 business days solely because the Loan Commitment Letter would expire before such adjourned Closing date 1832 Purchaser shall deliver Notice of cancellation to Seller within 5 business days after the Loan Commitment Date if cancellation is pursuant to para 18311 or 18312 and on or prior to the Scheduled Closing Date if cancellation is pursuant to para 18313 or 18314 1833 If cancellation is pursuant to Paragraph 18311 then Purchaser shall deliver to Seller together with Purchasers Notice a copy of the Institutional Lenders written denial of Purchasers loan application If cancellation is pursuant to para 18313 then Purchaser shall deliver to Seller together with Purchasers Notice evidence that a requirement of the Institutional Lender was not met 1834 Seller may cancel this Contract by Notice to Purchaser sent within 5 days after the Loan Commitment Date if Purchaser shall not have sent by then either (i) Purchasers Notice of cancellation or (ii) a copy of the Loan Commitment Letter to Seller which cancellation shall become effective if Purchaser does not deliver a copy of such Loan Commitment Letter to Seller within 10 business days after the Loan Commitment Date 1835 Failure by either Purchaser or Seller to deliver Notice of cancellation as required by this para 183 shall constitute a waiver of the right to cancel under this para 183 1836 If this Contract is canceled by Purchaser pursuant to this para 183 then thereafter neither Party shall have any further rights against or obligations or liabilities to the other by reason of this Contract except that the Contract Deposit shall be promptly refunded to Purchaser and except as set forth in para 12 If this Contract is canceled by Purchaser pursuant to para 18314 then Seller shall reimburse Purchaser for any non-refundable financing and inspection expenses and other sums reimbursable pursuant to para 16 1837 Purchaser cannot cancel this Contract pursuant to 18314 and cannot obtain a refund of the Contract Deposit if the Institutional Lender fails to fund the loan 18371 because a requirement of the Loan Commitment Letter concerning Purchaser is not met (eg Purchasers financial condition or employment status suffers an adverse change Purchaser fails to satisfy a condition relating to the sale of an existing residence etc) or 18372 due to the expiration of a Loan Commitment Letter issued with an expiration date that is not more than 30 business days after the Scheduled Closing Date 19 SingularPlural and JointSeveral The use of the singular shall be deemed to include the plural and vice versa whenever the context so requires If more than one person constitutes Seller or Purchaser their obligations as such Party shall be joint and several 20 No Survival No representation andor covenant contained herein shall survive Closing except as expressly provided Payment of the Balance shall constitute a discharge and release by Purchaser of all of Sellers obligations hereunder except those expressly stated to survive Closing 21 Inspections
Purchaser and Purchasers representatives shall have the right to inspect the Unit within 48 hours prior to Closing and at other reasonable times upon reasonable request to Seller 22 Governing Law and Venue This Contract shall be governed by the laws of the State of New York without regard to principles of conflict of laws Any action or proceeding arising out of this Contract shall be brought in the county or Federal district where the Unit is located and the Parties hereby consent to said venue 23 No Assignment by Purchaser Death of Purchaser 231 Purchaser may not assign this Contract or any of Purchasers rights hereunder Any such purported assignment shall be null and void 232 This Contract shall terminate upon the death of all persons comprising Purchaser and the Contract Deposit shall be refunded to the Purchaser Upon making such refund and reimbursement neither Party shall have any further liability or claim against the other hereunder except as set forth in para 12 24 Cooperation of Parties 241 The Parties shall each cooperate with the other the Corporation and Purchasers Institutional Lender and title company if any and obtain execute and deliver such documents as are reasonably necessary to consummate this sale 242 The Parties shall timely file all required documents in connection with all governmental filings that are required by law Each Party represents to the other that its statements in such filings shall be true and complete This para 242 shall survive Closing 25 FIRPTA The parties shall comply with IRC sectsect 897 1445 and the regulations thereunder as same may be amended (FIRPTA) If applicable Seller shall execute and deliver to purchaser at Closing a Certification of Non-Foreign Status (CNS) or deliver a Withholding Certificate from the IRS If Seller fails to deliver a CNS or a Withholding Certificate Purchaser shall withhold from the Balance and remit to the IRS such sum as may be required by law Seller hereby waives any right of action against Purchaser on account of such withholding and remittance This para 25 shall survive Closing 26 Additional Requirements 261 Purchaser shall not be obligated to close unless all of the following requirements are satisfied at the time of the Closing 2611 the Corporation is in good standing 2612 the Corporation has fee or leasehold title to the Premises whether or not marketable or insurable and 2613 there is no pending in rem action tax certificatelien sale or foreclosure action of any underlying mortgage affecting the Premises 262 If any requirement in para 261 is not satisfied at the time of the Closing Purchaser shall give Seller Notice and if the same is not satisfied within a reasonable period of time thereafter then either Party may cancel this Contract (pursuant to para 163) by Notice 27 Escrow Terms 271 The Contract Deposit shall be deposited by Escrowee in an escrow account as set forth in para 124 and the proceeds held and disbursed in accordance with the terms of this Contract At Closing the Contract Deposit shall be paid by Escrowee to Seller If the Closing does not occur and either Party gives Notice to Escrowee demanding payment of the Contract Deposit Escrowee shall give prompt Notice to the other Party of such demand If Escrowee does not receive a Notice of objection to the proposed payment from such other Party within 10 business days after the giving of Escrowees Notice Escrowee is hereby authorized and directed to make such payment to the demanding party If Escrowee does receive such a Notice of objection within said period or if for any reason Escrowee in good faith elects not to make such payment Escrowee may continue to hold the Contract Deposit until otherwise directed by a joint Notice by the Parties or a final non-appealable judgment order or decree of a court of competent jurisdiction However Escrowee shall have the right at any time to deposit the Contract Deposit and the interest thereon if any with the clerk of a court in the county as set forth in para 22 and shall give Notice of such deposit to each Party Upon disposition of the Contract Deposit and
interest thereon if any in accordance with this para 27 Escrowee shall be released and discharged of all escrow obligations and liabilities 272 The Party whose Attorney is Escrowee shall be liable for loss of the Contract Deposit If the Escrowee is Sellers attorney then Purchaser shall be credited with the amount of the contract Deposit at Closing 273 Escrowee will serve without compensation Escrowee is acting solely as a stakeholder at the Parties request and for their convenience Escrowee shall not be liable to either Party for any act or omission unless it involves bad faith willful disregard of this Contract or gross negligence In the event of any dispute Seller and Purchaser shall jointly and severally (with right of contribution) defend (by attorneys selected by Escrowee) indemnify and hold harmless Escrowee from and against any claim judgment loss liability cost and expenses incurred in connection with the performance of Escrowees acts or omissions not involving bad faith willful disregard of this Contract or gross negligence This indemnity includes without limitation reasonable attorneys fees either paid to retain attorneys or representing the fair value of legal services rendered by Escrowee to itself and disbursements court costs and litigation expenses 274 Escrowee acknowledges receipt of the Contract Deposit by check subject to collection
275 Escrowee agrees to the provisions of this para 27 276 If Escrowee is the Attorney for a Party Escrowee shall be permitted to represent such Party in any dispute or lawsuit 277 This para 27 shall survive Closing cancellation or termination of this Contract 28 Margin Headings The margin headings do not constitute part of the text of this Contract 29 Miscellaneous This Contract shall not be binding unless and until Seller delivers a fully executed counterpart of this Contract to Purchaser (or Purchasers Attorney) pursuant to para 172 and 173 This Contract shall bind and inure to the benefit of the Parties hereto and their respective heirs personal and legal representatives and successors in interest 30 Lead Paint If applicable the complete and fully executed Disclosure of Information on Lead Based Paint and or Lead-Based Paint Hazards is attached hereto and made a part hereof
In Witness Whereof the Parties hereto have duly executed this Contract as of the date first above written
ESCROW TERMS AGREED TO SELLER PURCHASER GIDDINS CLAMAN LLP ESCROWEE
Rider to and Part of Contract of Sale Between as Seller and as Purchaser for Unit at New York NY
31 Purchasers Additional Representations and Covenants 3 11 Supplementing para 42 of the Contract Purchaser also represents and covenants that 3111 Purchaser has and will at Closing have available unencumbered cash and cash equivalents (including publicly traded securities) in a sum at least equal to (and having a then current value of) the Balance and 3112 Purchaser has and will at and immediately following the Closing have a positive net worth 312 the Maintenance and the monthly amount of the Assessment (if any) do not aggregate more than 25 of the current total gross monthly income of the individuals comprising the Purchaser
313 (if para 1201 or para 1202 applies) the monthly debt service (interest and amortization of principal if any) of the proposed financing together with the Maintenance and the monthly Assessment amount (if any) do not aggregate more than 35 of said current total gross monthly income 32 Supplementing paragraph 4 1 Seller has no actual knowledge of a material default or condition which the Lessee is required to cure under the Lease and which remains uncured If prior to Closing Seller acquires knowledge of a such default or condition which the Lessee would be required to cure then Seller shall cure same at or prior to Closing This provision shall not survive closing
The Parties have duly executed this Rider as of the same date as the Contract SELLER PURCHASER ______________________________ _______________________________
Note This form is intended to deal with matters common to most transactions
involving the sale of a condominium unit Provisions should be added altered or
deleted to suit the circumstances of a particular transaction No representation is
made that this form of contract complies with Section 5-702 of the General
Obligations Law (ldquoPlain Language Lawrdquo)
CONSULT YOUR LAWYER BEFORE SIGNING THIS AGREEMENT
Contract of Sale - Condominium Unit
Agreement made as of 2010 between residing at Street Apt
New York NY (ldquoSellerrdquo) and residing at (ldquoPurchaserrdquo)
1 Unit Seller agrees to sell and convey and Purchaser agrees to purchase Unit
No (ldquoUnitrdquo) in the building (ldquoBuildingrdquo) known as Condominium
(ldquoCondominiumrdquo) and located at New York NY New York together with a
XXXXX percent undivided interest in the Common Elements (as defined in para 6)
appurtenant thereto all upon and subject to the terms and conditions set forth herein The
Unit shall be as designated in the Declaration of Condominium Ownership (as the same
may be amended from time to time the ldquoDeclarationrdquo) of the Condominium recorded in
New York County New York or the By-Laws (as the same may be amended from time
to time the ldquoBy-Lawsrdquo) of the Condominium
2 Personal Property (a) The sale includes all of Sellerrsquos right title and
interest if any in and to
(i) the refrigerators freezers ranges ovens built-in microwave
ovens dishwashers washing machines clothes dryers cabinets and counters lighting
and plumbing fixtures chandeliers air conditioning equipment venetian blinds shades
screens storm windows and other window treatments wall-to-wall carpeting
bookshelves switchplates door hardware and mirrors built-ins and articles of property
and fixtures attached to or appurtenant to the Unit except those listed in subpara 2(b) all
of which included property and fixtures are represented to be owned by Seller free and
clear of all liens and encumbrances other than those encumbrances (ldquoPermitted
Exceptionsrdquo) set forth on Schedule A annexed hereto and made a part hereof (strike out
inapplicable items) to the extent any of the foregoing exist in the Unit on the date
hereof and
- 2 -
(ii)
(b) Excluded from this sale are
(i) furniture and furnishings (other than as specifically provided
in this Contract) and
(ii)
(c) The property referred to in subpara 2(a)(i) and (ii) may not be
purchased if title to the Unit is not conveyed hereunder
3 Purchase Price (a) The purchase price (ldquoPurchase Pricerdquo) is $
payable as follows
(i) $ (ldquoDownpaymentrdquo) on the signing of this Contract by
good check subject to collection the receipt of which is hereby acknowledged to be held
in escrow pursuant to para 16 and
(ii) $ constituting the balance of the Purchase Price by
certified check of Purchaser or official bank check (except as otherwise provided in this
Contract) on the delivery of the deed as hereinafter provided
(b) All checks in payment of the Purchase Price shall represent United
States currency and be drawn on or issued by a bank or trust company authorized to
accept deposits in New York State All checks in payment of the Downpayment shall be
payable to the order of Escrowee (as hereinafter defined) All checks in payment of the
balance of the Purchase Price shall be payable to the order of Seller (or as Seller
otherwise directs pursuant to subparas 6(a)(viii) or 18(b))
(c) Except for the Downpayment and checks aggregating not more than
one-half of one percent of the Purchase Price One Thousand Dollars ($100000)
including payment for closing adjustments all checks delivered by Purchaser shall be
certified or official bank checks as hereinabove provided
4 Closing of Title The closing documents referred to in para 6 shall be
delivered and payment of the balance of the Purchase Price shall be made at the closing
of title (ldquoClosingrdquo) to be held on or about at AM at the offices of
Giddins Claman LLP 675 Third Avenue 29th
Floor New York NY or at the office
of Purchaserrsquos lending institution or its counsel provided however that such office is
located in either the City or County in which either (a) Sellerrsquos attorney maintains an
office or (b) the Unit is located
5 Representations Warranties and Covenants Seller represents warrants
and covenants that
- 3 -
(a) Seller is the sole owner of the Unit and the property referred to in
subpara 2(a) and Seller has the full right power and authority to sell convey and transfer
the same
(b) The common charges (excluding separately billed utility charges) for
the Unit on the date hereof are $xxxxx per month
(c) Seller has not received any written notice of any intended assessment
or increase in common charges not reflected in subpara 5(b) Purchaser acknowledges
that it will not have the right to cancel this Contract in the event of the imposition of any
assessment or increase in common charges after the date hereof of which Seller has not
heretofore received written notice
(d) The real estate taxes for the Unit for the fiscal year of ________
through ________ are $_________ Purchaser may verify the real estate taxes on the
website of the New York City Department of Finance A printout from the website
is attached
(e) Seller is not a ldquosponsorrdquo or a nominee of a ldquosponsorrdquo under any plan of
condominium organization affecting the Unit
(f) All refrigerators freezers ranges dishwashers washing machines
clothes dryers and air conditioning equipment included in this sale will be in working
order at the time of Closing
(g) If a copy is attached to this Contract the copy of the Certificate of
Occupancy covering the Unit is a true and correct copy and
(h) Seller is not a ldquoforeign personrdquo as defined in para 17 (If inapplicable
delete and provide for compliance with Code Withholding Section as defined in para
17)
6 Closing Documents (a) At the Closing Seller shall deliver to Purchaser the
following
(i) Bargain and sale deed With covenant against grantorrsquos acts
(ldquoDeedrdquo) complying with RPL sect 339-o and containing the covenant required by LL sect
13(5) conveying to Purchaser title to the Unit together with its undivided interest in the
Common Elements (as such term is defined in the Declaration and which term shall be
deemed to include Sellerrsquos right title and interest in any limited common elements
attributable to or used in connection with the Unit) appurtenant thereto free and clear of
all liens and encumbrances other than Permitted Exceptions The Deed shall be executed
and acknowledged by Seller and if requested by the Condominium executed and
acknowledged by Purchaser in proper statutory form for recording
- 4 -
(ii) If a corporation and if required pursuant to BCL sect 909 Seller
shall deliver to Purchaser (1) a resolution of its board of directors authorizing the delivery
of the Deed and (2) a certificate executed by an officer of such corporation certifying as
to the adoption of such resolution and setting forth facts demonstrating that the delivery
of the Deed is in conformity with the requirements of BCL sect 909 The Deed shall also
contain a recital sufficient to establish compliance with such law
(iii) A waiver of right of first refusal of the board of managers of
the Condominium (ldquoBoardrdquo) if required in accordance with para 8
(iv) A statement by the Condominium or its managing agent that
the common charges and any assessments then due and payable the Condominium have
been paid to the date of the Closing
(v) All keys to the doors of and mailbox for the Unit
(vi) Such affidavits andor other evidence as the title company
(ldquoTitle Companyrdquo) from which Purchaser has ordered a title insurance report and which
is authorized to do business in New York State shall reasonably require in order to omit
from its title insurance policy all exceptions for judgments bankruptcies or other returns
against Seller and persons or entities whose names are the same as or are similar to
Sellerrsquos name
(vii) New York City Real Property Transfer Tax Return if
applicable and New York State Real Estate Transfer Tax Return prepared executed and
acknowledged by Seller in proper form for submission
(viii) Checks in payment of all applicable real property transfer
taxes except a transfer tax which by law is primarily imposed on the purchaser
(ldquoPurchaser Transfer Taxrdquo) due in connection with the sale In lieu of delivery of such
checks Seller shall have the right upon reasonable prior notice to Purchaser to cause
Purchaser to deliver said checks at the Closing and to credit the amount thereof against
the balance of the Purchase Price Seller shall pay the additional transfer taxes if any
payable after the Closing by reason of the conveyance of the Unit which obligation shall
survive the Closing
(ix) Certification that Seller is not a foreign person pursuant to
para 17 or a withholding certificate from the Internal Revenue Service (If inapplicable
delete and provide for compliance with Code Section as defined in para 17) and
(x) Affidavit that a single station smoke detecting alarm device is
installed pursuant to New York Executive Law sect378(5)
(b) At the Closing Purchaser shall deliver to Seller the following
- 5 -
(i) Checks in payment of (y) the balance of the Purchase Price in
accordance with subpara 3(b) and (z) any Purchaser Transfer Tax
(ii) If required by the Declaration or By-Laws power of attorney
to the Board prepared by Seller in the form required by the Condominium The power of
attorney shall be executed and acknowledged by Purchaser and after being recorded
shall be sent to the Condominium
(iii) New York City Real Property Transfer Tax Return executed
and acknowledged by Purchaser and an Affidavit in Lieu of Registration pursuant to New
York Multiple Dwelling Law each in proper form for submission if applicable and
(iv) If required New York State Equalization Return executed
and acknowledged by Purchaser in proper form for submission
(c) It is a condition of Purchaserrsquos obligation to close title hereunder that
(i) All notes or notices of violations of law or governmental
orders ordinances or requirements affecting the Unit and noted or issued by any
governmental department agency or bureau having jurisdiction which were noted or
issued on or prior to the date hereof shall have been cured by Seller
(ii) Any written notice to Seller from the Condominium (or its
duly authorized representative) that the Unit is in violation of the Declaration By-Laws
or rules and regulations of the Condominium shall have been cured and
(iii) The Condominium is a valid condominium created pursuant
to RPL Art 9-B and the Title Company will so insure
7 Closing Adjustments (a) The following adjustments shall be made as of
1159 PM of the day before the Closing
(i) Real estate taxes and water charges and sewer rents if
separately assessed on the basis of the fiscal period for which assessed except that if
there is a water meter with respect to the Unit apportionment shall be based on the last
available reading subject to adjustment after the Closing promptly after the next reading
is available provided however that in the event real estate taxes have not as of the date
of Closing been separately assessed to the Unit real estate taxes shall be apportioned on
the same basis as provided in the Declaration or By-Laws or in the absence of such
provision based upon the Unitrsquos percentage interest in the Common Elements
(ii) Common charges of the Condominium and
(iii) If fuel is separately stored with respect to the Unit only the
value of fuel stored with respect to the Unit at the price then charged by Sellerrsquos supplier
- 6 -
(as determined by a letter or certificate to be obtained by Seller from such supplier)
including any sales taxes
(b) If at the time of Closing the Unit is affected by an assessment which is
or may become payable in installments then for the purposes of this Contract only the
unpaid installments which are then due shall be considered due and are to be paid by
Seller at the Closing All subsequent installments at the time of Closing shall be the
obligation of Purchaser
(c) Any errors or omissions in computing closing adjustments shall be
corrected This subpara 7(c) shall survive the Closing
(d) If the Unit is located in the City of New York the ldquocustoms in respect
to title closingsrdquo recommended by The Real Estate Board of New York Inc as amended
and in effect on the date of Closing shall apply to the adjustments and other matters
therein mentioned except as otherwise provided herein
8 Right of First Refusal If so provided in the Declaration or By-Laws this
sale is subject to and conditioned upon the waiver of a right of first refusal to purchase
the Unit held by the Condominium and exercisable by the Board Seller agrees to give
notice promptly to the Board of the contemplated sale of the Unit to Purchaser which
notice shall be given in accordance with the terms of the Declaration and By-Laws and
Purchaser agrees to provide promptly all applications information and references
reasonably requested by the Board If the Board shall exercise such right of first refusal
Seller shall promptly refund to Purchaser the Downpayment (which term for all purposes
of this Contract shall be deemed to include interest if any earned thereon) and upon the
making of such refund this Contract shall be deemed cancelled and of no further force or
effect and neither party shall have any further rights against or obligations or liabilities
to the other by reason of this Contract If the Board shall fail to exercise such right of
first refusal within the time and in the manner provided for in the Declaration or By-Laws
or shall declare in writing its intention not to exercise such right of first refusal (a copy of
which writing shall be delivered to Purchaser promptly following receipt thereof) the
parties hereto shall proceed with this sale in accordance with the provisions of this
Contract
9 Processing Fee Seller shall at the Closing pay all fees and charges payable
to the Condominium (andor its managing agent) in connection with this sale and
customarily charged to Sellers by the Condominium including without limitation
any processing fee the legal fees if any of the Condominiumrsquos attorney in connection
with this sale and unless otherwise agreed to by Seller and Purchaser in writing all ldquoflip
taxesrdquo transfer or entrance fees or similar charges if any payable to or for the
Condominium or otherwise for the benefit of the Condominium unit owners which arise
by reason of this sale Purchaser shall pay all fees customarily charged to Purchasers
by the Condominium or Managing Agent
- 7 -
10 No Other Representations Purchaser has examined and is satisfied with the
Declaration By-Laws and rules and regulations of the Condominium or has waived the
examination thereof Purchaser has inspected the Unit its fixtures appliances and
equipment and the personal property if any included in this sale as well as the Common
Elements of the Condominium and knows the condition thereof and subject to subpara
5(f) agrees to accept the same ldquoas isrdquo ie in the condition they are in on the date hereof
subject to normal use wear and tear between the date hereof and the Closing Purchaser
has examined or waived examination of the last audited financial statements of the
Condominium and has considered or waived consideration of all other matters pertaining
to this Contract and to the purchase to be made hereunder and does not rely on any
representations made by any broker or by Seller or anyone acting or purporting to act on
behalf of Seller as to any matters which might influence or affect the decision to execute
this Contract or to buy the Unit or said personal property except those representations
and warranties which are specifically set forth in this Contract
11 Possession Seller shall prior to the Closing remove from the Unit all
furniture furnishings and other personal property not included in this sale shall repair
any damage caused by such removal and shall deliver exclusive possession of the Unit at
the Closing vacant broom-clean and free of tenancies or other rights of use or
possession
12 Access Seller shall permit Purchaser and its architect decorator or other
authorized persons to have the right of access to the Unit between the date hereof and the
Closing for the purpose of inspecting the same and taking measurements at reasonable
times and upon reasonable prior notice to Seller (by telephone or otherwise) Further
Purchaser shall have the right to inspect the Unit at a reasonable time during the 24-hour
period immediately preceding the Closing
13 Defaults and Remedies (a) If Purchaser defaults hereunder Sellerrsquos sole
remedy shall be to retain the Downpayment as liquidated damages it being agreed that
Sellerrsquos damages in case of Purchaserrsquos default might be impossible to ascertain and that
the Downpayment constitutes a fair and reasonable amount of damages under the
circumstances and is not a penalty
(b) If Seller defaults hereunder Purchaser shall have such remedies as
Purchaser shall be entitled to at law or in equity including but not limited to specific
performance
14 Notices Any notice request or other communication (ldquoNoticerdquo) given or
made hereunder (except for the notice required by para 12) shall be in writing and either
(a) sent by any of the parties hereto or their respective attorneys by registered or certified
mail return receipt requested postage prepaid or (b) delivered in person or by overnight
courier with receipt acknowledged to the address given at the beginning of this Contract
for the party to whom the Notice is to be given or to such other address for such party as
said party shall hereafter designate by Notice given to the other party pursuant to this
- 8 -
para 14 or (c) with respect to para 6(a)(viii) or para 18(b) sent by fax to the partyrsquos
attorney Each Notice mailed shall be deemed given on the third business day following
the date of mailing the same and each Notice delivered in person or by overnight courier
shall be deemed given when delivered A copy of each notice sent to a party shall also be
sent to the partyrsquos attorney Each notice sent by fax shall be deemed given when
transmission is confirmed by the senders fax machine The attorneys for the parties are
hereby authorized to give and receive on behalf of their clients all Notices and deliveries
15 Purchaserrsquos Lien The Downpayment and all other sums paid on account of
this Contract and the reasonable expenses of the examination of title to and departmental
violation searches in respect of the Unit are hereby made a lien upon the Unit but such
lien shall not continue after default by Purchaser hereunder
16 Downpayment in Escrow (a) Sellerrsquos attorney (ldquoEscroweerdquo) shall hold the
Downpayment in escrow in a segregated bank account at the depository identified at the
end of this Contract until Closing or sooner termination of this Contract and shall pay
over or apply the Downpayment in accordance with the terms of this para 16 Escrowee
shall hold the Downpayment in a(n) interest-bearing Escrow account for the benefit of
the parties If interest is held for the benefit of the parties it shall be paid to the party
entitled to the Downpayment and the party receiving the interest shall pay any income
taxes thereon If interest is not held for the benefit of the parties the Downpayment shall
be placed in an IOLA account or as otherwise permitted or required by law The Social
Security or Federal Identification numbers of the parties shall be furnished to Escrowee
upon request At Closing the Downpayment shall be paid by Escrowee to Seller If for
any reason Closing does not occur and either party gives Notice (as defined in paragraph
14) to Escrowee demanding payment of the Downpayment Escrowee shall give prompt
Notice to the other party of such demand If Escrowee does not receive Notice of
objection from such other party to the proposed payment within 10 business days after
the giving of such Notice Escrowee is hereby authorized and directed to make such
payment If Escrowee does receive such Notice of objection within such 10 day period or
if for any other reason Escrowee in good faith shall elect not to make such payment
Escrowee shall continue to hold such amount until otherwise directed by Notice from the
parties to this Contract or a final nonappealable judgment order or decree of a court
However Escrowee shall have the right at any time to deposit the Downpayment with the
clerk of a court in the county in which the Unit is located and shall give Notice of such
deposit to Seller and Purchaser Upon such deposit or other disbursement in accordance
with the terms of this para 16 Escrowee shall be relieved and discharged of all further
obligations and responsibilities hereunder
(b) The parties acknowledge that Escrowee is acting solely as a
stakeholder at their request and for their convenience and that Escrowee shall not be
liable to either party for any act or omission on its part unless taken or suffered in bad
faith or in willful disregard of this Contract or involving gross negligence on the part of
Escrowee Seller and Purchaser jointly and severally (with right of contribution) agree to
- 9 -
defend (by attorneys selected by Escrowee) indemnify and hold Escrowee harmless from
and against all costs claims and expenses (including reasonable attorneysrsquo fees) incurred
in connection with the performance of Escroweersquos 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 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 Escroweersquos agreement to the provisions of this para 16 by signing in
the place indicated in this Contract
(e) Escrowee or any member of its firm shall be permitted to act as
counsel for Seller in any dispute as to the disbursement of the Downpayment or any other
dispute between the parties whether or not Escrowee is in possession of the
Downpayment and continues to act as Escrowee
(f) The party whose attorney is Escrowee shall be liable for loss of the
Downpayment
17 FIRPTA Seller represents and warrants to Purchaser that Seller is not a
ldquoforeign personrdquo as defined in IRC sect 1445 as amended and the regulations issued
thereunder (ldquoCode Withholding Sectionrdquo) At the Closing Seller shall deliver to
Purchaser a certificate stating that Seller is not a foreign person in the form then required
by the Code Withholding Section or a withholding certificate from the Internal Revenue
Service In the event Seller fails to deliver the aforesaid certificate or in the event that
Purchaser is not entitled under the Code Withholding Section to rely on such certificate
Purchaser shall deduct and withhold from the Purchase Price a sum equal to 10 thereof
and shall at Closing remit the withheld amount with the required forms to the Internal
Revenue Service
18 Title Report Acceptable Title (a) Purchaser shall promptly after the date
hereof or after receipt of the mortgage commitment letter if applicable order a title
insurance report from the Title Company Promptly after receipt of the title report and
thereafter of any continuations thereof and supplements thereto Purchaser shall forward a
copy of each such report continuation or supplement to the attorney for Seller Purchaser
shall further notify Sellerrsquos attorney of any other objections to title not reflected in such
title report of which Purchaser becomes aware following the delivery of such report
reasonably promptly after becoming aware of such objections
(b) Any unpaid taxes assessments water charges and sewer rents
together with the interest and penalties thereon to a date not less than two days following
- 10 -
the date of Closing and any other liens and encumbrances which Seller is obligated to
pay and discharge or which are against corporations estates or other persons in the chain
of title together with the cost of recording or filing any instruments necessary to
discharge such liens and encumbrances of record may be paid out of the proceeds of the
monies payable at the Closing if Seller delivers to Purchaser at the Closing official bills
for such taxes assessments water charges sewer rents interest and penalties and
instruments in recordable form sufficient to discharge any other liens and encumbrances
of record Upon request made a reasonable time before the Closing Purchaser shall
provide at the Closing separate checks for the foregoing payable to the order of the holder
of any such lien charge or encumbrance and other wise complying with subpara 3(b) If
the Title Company is willing to insure Purchaser that such charges liens and
encumbrances will not be collected out of or enforced against the Unit and is willing to
insure the lien of Purchaserrsquos Institutional Lender (as hereinafter defined) free and clear
of any such charges liens and encumbrances then Seller shall have the right in lieu of
payment and discharge to deposit with the Title Company such funds or to give such
assurances or to pay such special or additional premiums as the Title Company may
require in order to so insure In such case the charges liens and encumbrances with
respect to which the Title Company has agreed so to insure shall not be considered
objections to title
(c) Seller shall convey and Purchaser shall accept fee simple title to the
Unit in accordance with the terms of this Contract subject only to (a) the Permitted
Exceptions and (b) such other matters as (i) the Title Company or any other title insurer
licensed to do business by the State of New York shall be willing without special or
additional premium to omit as exceptions to coverage or to except with insurance against
collection out of or enforcement against the Unit and (ii) shall be accepted by any lender
which has committed in writing to provide mortgage financing to Purchaser for the
purchase of the Unit (ldquoPurchaserrsquos Institutional Lenderrdquo) except that if such
acceptance by Purchaserrsquos Institutional Lender is unreasonably withheld or delayed such
acceptance shall be deemed to have been given
(d) Notwithstanding any contrary provisions in this Contract express or
implied or any contrary rule of law or custom if Seller shall be unable to convey the
Unit in accordance with this Contract (provided that Seller shall release discharge or
otherwise cure at or prior to Closing any matter created by Seller after the date hereof and
any existing mortgage unless this sale is subject to it) and if Purchaser elects not to
complete this transaction without abatement of the Purchase Price the sole obligation and
liability of Seller shall be to refund the Downpayment to Purchaser together with the
reasonable cost of the examination of title to and departmental violation searches in
respect of the Unit and upon the making of such refund and payment this Contract shall
be deemed cancelled and of no further force or effect and neither party shall have any
further rights against or obligations or liabilities to the other by reason of this Contract
However nothing contained in this subpara 18(d) shall be construed to relieve Seller
from liability due to a willful default
- 11 -
19 Risk of Loss Casualty (a) The risk of loss or damage to the Unit or the
personal property included in this sale by fire or other casualty until the earlier of the
Closing or possession of the Unit by Purchaser is assumed by Seller but without any
obligation of Seller to repair or replace any such loss or damage unless Seller elects to do
so as hereinafter provided Seller shall notify Purchaser of the occurrence of any such
loss or damage to the Unit or the personal property included in this sale within 10 days
after such occurrence or by the date of Closing whichever first occurs and by such
notice shall state whether or not Seller elects to repair or restore the Unit andor the
personal property as the case may be If Seller elects to make such repairs and
restorations Sellerrsquos notice shall set forth an adjourned date for the Closing which shall
be not more than 60 days after the date of the giving of Sellerrsquos notice If Seller either
does not elect to do so or having elected to make such repairs and restorations fails to
complete the same on or before said adjourned date for the Closing Purchaser shall have
the following options
(i) To declare this Contract cancelled and of no further force or
effect and receive a refund of the Downpayment in which event neither party shall
thereafter have any further rights against or obligations or liabilities to the other by
reason of this Contract or
(ii) To complete the purchase in accordance with this Contract
without reduction in the Purchase Price except as provided in the next sentence If Seller
carries hazard insurance covering such loss or damage Seller shall turn over to Purchaser
at the Closing the net proceeds actually collected by Seller under the provisions of such
hazard insurance policies to the extent that they are attributable to loss of or damage to
any property included in this sale less any sums theretofore expended by Seller in
repairing or replacing such loss or damage or in collecting such proceeds and Seller shall
assign (without recourse to Seller) Sellerrsquos right to receive any additional insurance
proceeds which are attributable to the loss of or damage to any property included in this
sale
(b) If Seller does not elect to make such repairs and restorations
Purchaser may exercise the resulting option under (i) or (ii) of (a) above only by notice
given to Seller within 10 days after receipt of Sellerrsquos notice If Seller elects to make such
repairs and restorations and fails to complete the same on or before the adjourned closing
date Purchaser may exercise either of the resulting options within 10 days after the
adjourned closing date
(c) In the event of any loss of or damage to the Common Elements which
materially and adversely affects access to or use of the Unit arising after the date of this
Contract but prior to the Closing Seller shall notify Purchaser of the occurrence thereof
within 10 days after such occurrence or by the date of Closing whichever occurs first in
which event Purchaser shall have the following options
- 12 -
(i) To complete the purchase in accordance with this Contract
without reduction in the Purchase Price or
(ii) To adjourn the Closing until the first to occur of (1)
completion of the repair and restoration of the loss or damage to the point that there is no
longer a materially adverse effect on the access to or use of the Unit or (2) the 60th day
after the date of the giving of Sellerrsquos aforesaid notice In the event Purchaser elects to
adjourn the Closing as aforesaid and such loss or damage is not so repaired and restored
within 60 days after the date of the giving of Sellerrsquos aforesaid notice then Purchaser
shall have the right either to (x) complete the purchase in accordance with this Contract
without reduction in the Purchase Price or (y) declare this Contract cancelled and of no
further force or effect and receive a refund of the Downpayment in which latter event
neither party shall thereafter have any further rights against or obligations or liabilities
to the other by reason of this Contract
(d) In the event of any loss of or damage to the Common Elements which
does not materially and adversely affect access to or use of the Unit Purchaser shall
accept title to the Unit in accordance with this Contract without abatement of the
Purchase Price
20 Internal Revenue Service Reporting Requirement Each party shall
execute acknowledge and deliver to the other party such instruments and take such other
actions as such other party may reasonably request in order to comply with IRC sect
6045(e) as amended or any successor provision or any regulations promulgated pursuant
thereto insofar as the same requires reporting of information in respect of real estate
transactions The provisions of this para 20 shall survive the Closing The parties
designate _________________________________ as the attorney responsible for
reporting this information as required by law
21 Broker Seller and Purchaser represent and warrant to each other that the only
real estate broker with whom they have dealt in connection with this Contract and the
transaction set forth herein is ______________________________ and that they know of
no other real estate broker who has claimed or may have the right to claim a commission
in connection with this transaction The commission of such real estate broker shall be
paid by Seller pursuant to separate agreement If no real estate broker is specified above
the parties acknowledge that this Contract was brought about by direct negotiation
between Seller and Purchaser and each represents to the other that it knows of no real
estate broker entitled to a commission in connection with this transaction Seller and
Purchaser shall indemnify and defend each other against any costs claims or expenses
(including reasonable attorneysrsquo fees) arising out of the breach on their respective parts of
any representation warranty or agreement contained in this para 21 The provisions of
this para 21 shall survive the Closing or if the Closing does not occur the termination of
this Contract
- 13 -
22 Mortgage Commitment Contingency (Delete paragraph if inapplicable) (a)
The obligation of Purchaser to purchase under this Contract is conditioned upon issuance
on or before ____________ days after a fully executed copy of this Contract is given to
Purchaser or Purchaserrsquos attorney in the manner set forth in paragraph 14 or
subparagraph 22(k) (the ldquoCommitment Daterdquo) 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 Purchasers sole cost and expense of $______________ for a term of at least _______
years (or such lesser sum or shorter term as Purchaser shall be willing to accept) at the
prevailing fixed or adjustable rate of interest and on other customary commitment terms
(the ldquoCommitmentrdquo) To the extent a Commitment is conditioned on the sale of
Purchaserrsquos current home payment of any outstanding debt no material adverse change
in Purchaserrsquos 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 Lenderrsquos approval of an appraisal shall not be deemed a ldquoCommitmentrdquo
hereunder until an appraisal is approved (and if that does not occur before the
Commitment Date Purchaser may cancel under subparagraph 22(e) unless the
Commitment Date is extended) Purchaserrsquos 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 Purchaserrsquos
election more than one Institutional Lender for such mortgage loan (ii) furnish accurate
and complete information regarding Purchaser and members of Purchaserrsquos 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 22(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 (ldquoMortgage Brokerrdquo) shall constitute full compliance with
the terms and conditions set forth in subparagraph 22(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 22
- 14 -
(e) If no Commitment is issued by the 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 22(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 22
(f) If this Contract is canceled by Purchaser pursuant to subparagraphs
22(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 21
(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 22(a) then Purchaser shall be deemed to have waived
Purchaserrsquos right to cancel this Contract and to receive a refund of the Downpayment by
reason of the contingency contained in this paragraph 22
(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 of its obligations under this
paragraph 22) and except as set forth in paragraph 21
(i) The attorneys for the parties are hereby authorized to give and receive
on behalf of their clients all Notices and deliveries under this paragraph 22
(j) For purposes of this Contract the term ldquoInstitutional Lenderrdquo 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
(k) For purposes of subparagraph (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
- 15 -
23 Gender Etc As used in this Contract the neuter includes the masculine and
feminine the singular includes the plural and the plural includes the singular as the
context may require
24 Entire Contract All prior understandings and agreements between Seller and
Purchaser are merged in this Contract and this Contract supersedes any and all
understandings and agreements between the parties and constitutes the entire agreement
between them with respect to the subject matter hereof
25 Captions The captions in this Contract are for convenience and reference
only and in no way define limit or describe the scope of this Contract and shall not be
considered in the interpretation of this Contract or any provision hereof
26 No Assignment by Purchaser Purchaser may not assign this Contract or any
of Purchaserrsquos rights hereunder
27 Successors and Assigns Subject to the provisions of para 26 the provisions
of this Contract shall bind and inure to the benefit of both Purchaser and Seller and their
respective distributees executors administrators heirs legal representatives successors
and permitted assigns
28 No Oral Changes This Contract cannot be changed or terminated orally Any
changes or additional provisions must be set forth in a rider attached hereto or in a
separate written agreement signed by both parties to this Contract
29 Contract Not Binding Until Signed This Contract shall not be binding or
effective until properly executed and delivered by Seller and Purchaser
30 Lead-Based Paint If applicable the complete and fully executed disclosure
of information on lead-based paint andor lead-based paint hazards is attached hereto and
made a part hereof
IN WITNESS WHEREOF the parties hereto have duly executed this Contract
on the day and year first above written
Seller Purchaser
_________________________________ ____________________________________
- 16 -
Agreed to as to para 16 ________________________________
Giddins Claman LLP Escrowee
Escrow Depository
Address
SCHEDULE A - Permitted Exceptions
1 Zoning laws and regulations and landmark historic or wetlands designation
which are not violated by the Unit and which are not violated by the Common Elements
to the extent that access to or use of the Unit would be materially and adversely affected
2 Consents for the erection of any structure or structures on under or above any
street or streets on which the Building may abut
3 The terms burdens covenants restrictions conditions easements and rules
and regulations set forth in the Declaration By-Laws and rules and regulations of the
Condominium the Power of Attorney from Purchaser to the board of managers of the
Condominium and the floor plans of the Condominium all as may be amended from time
to time
4 Rights of utility companies to lay maintain install and repair pipes lines
poles conduits cable boxes and related equipment on over and under the Building and
Common Elements provided that none of such rights imposes any monetary obligation
on the owner of the Unit or materially interferes with the use of or access to the Unit
5 Encroachments of stoops areas cellar steps trim cornices lintels window
sills awnings canopies ledges fences hedges coping and retaining walls projecting
from the Building over any street or highway or over any adjoining property and
encroachments of similar elements projecting from adjoining property over the Common
Elements
6 Any state of facts which an accurate survey or personal inspection of the
Building Common Elements or Unit would disclose provided that such facts do not
prevent the use of the Unit for dwelling purposes For the purposes of this Contract none
of the facts shown on the survey if any identified below shall be deemed to prevent the
use of the Unit for dwelling purposes and Purchaser shall accept title subject thereto
- 17 -
The survey referred to in No 6 above was prepared by
___________________________ dated _____________________ and last revised
____________________
7 The lien of any unpaid common charge real estate tax water charge sewer
rent or vault charge provided the same are paid or apportioned at the Closing as herein
provided
8 The lien of any unpaid assessments to the extent of installments thereof
payable after the Closing
9 Liens encumbrances and title conditions affecting the Common Elements
which do not materially and adversely affect the right of the Unit owner to use and enjoy
the Common Elements
10 Notes or notices of violations of law or governmental orders ordinances or
requirements (a) affecting the Unit and noted or issued subsequent to the date of this
Contract by any governmental department agency or bureau having jurisdiction and (b)
any such notes or notices affecting only the Common Elements which were noted or
issued prior to or on the date of this Contract or at any time hereafter
11 Any other matters or encumbrances subject to which Purchaser is required to
accept title to the Unit pursuant to this Contract
ABOUT THE SPEAKERS
Lisa Lippman Senior Vice President and Director was the 1 broker at Brown Harris Stevens in 2009 With 13 years of experience selling real estate Lisa specializes in the sale of high end cooperatives condominiums and townhomes throughout Manhattan As is clear from her record even in tough times Lisa manages to both sell and find homes for her clients
Other awards Lisa has won in the last few years include
middotWall Street Journal top 400-Lisa was 11 in the nation and 2 in Manhattan 2009middotWall Street Journal top 50 brokers in America 2007middotBrown Harris Stevens Westside Office Broker of the Year All Years 2006 - 2009 middotBrown Harris Stevens Westside Office Listing Broker of the Year 2007 2008 2009middotBrown Harris Stevens Largest New Development Deal of the Year 2009
Prior to becoming a real estate broker Lisa spent several years as a lawyer practicing litigation at two prestigious law firms She graduated from The University of Pennsylvania in 1986 and earned her law degree from Cardozo in 1990 Lisarsquos legal background affords her a keen understanding of the negotiation process as well as the complexities needed to complete the deal
A New York City resident for 24 years Lisa offers impeccable knowledge of the market as it applies across all neighborhoods She has lived downtown on the Upper East Side and has now resided on the Upper West Side for the past 14 years Additionally as the mother of three children Lisa is personally involved in the decisions all buyers face in choosing a neighborhood and a home
Lisa takes pride in being a straight-forward intelligent and honest broker She understands the individual needs of each client as well as their comfort with the purchase andor sale process Her listening talents combined with her unbeatable memory work ethic and negotiation skills allow her to service her buyers and sellers most effectively Lisa is also active in the New York community including the UJA and her childrenrsquos school All of this enables her to offer a well-rounded approach to navigating the New York real estate landscape bringing to life the nuances and charms that the City and its real estate market have to offer
LISA LIPPMANSenior Vice PresidentDirector
Lisa Lippman bull 212- 588-5606 bull fax 212-418-9733 bull llippmanbhsusacom
GIDDINS bull CLAMAN LLP
Attorneys at Law
675 THIRD AVENUE
29TH
FLOOR
NEW YORK NEW YORK 10017
(212)573-6703
FAX (212)949-1923 Paul M Giddins
Scott Claman
Giddins Claman LLP ndash Firm Biography
Giddins Claman LLP (formerly Giddins Claman amp Langs LLP) was
established in 1988 by Paul M Giddins formerly an Assistant District Attorney in
the New York County District Attorneyrsquos Office For over 20 years the firm has
specialized in real estate matters in the New York City metropolitan area with an
active transactional real estate practice Mr Giddins has specialized in residential
real estate during that time In addition to purchase sale and refinance transactions
Mr Giddins represents cooperative apartment boards of directors and condominium
boards of managers Mr Giddins also regularly gives lectures and seminars on real
estate matters for many of the prominent real estate brokerage firms in New York
Scott Claman has been in the practice of law in New York for over 26 years
and joined the firm as a member in 1996 having previously been a partner at a law
firm that specialized in the representation of cooperative apartment boards of
directors and condominium boards of managers Mr Claman is regularly engaged
in a variety of transactional real estate matters ranging from commercial leasing
mortgage financing and asset dispositions to individual apartment and house sales
In addition to individual and institutional owners of residential and commercial real
estate Mr Claman also represents cooperative apartment boards of directors and
condominium boards of managers and has given numerous lectures and seminars
on real estate matters for the Real Estate Board of New York and for many of the
prominent real estate brokerage firms in New York
Steven M Nachman serves as Of Counsel to the firm in connection with
commercial and general litigation matters Mr Nachman formerly associated with
the firm of Stroock amp Stroock amp Lavan has over 20 years of civil litigation
experience
Giddins Claman LLP is proud to provide our clients with the benefits of our
collective experience as seasoned litigators and transactional real estate specialists
while maintaining our personal commitment to represent our clients in a manner
associated with a smaller practice
ManhattanResidential Market Report
Fourth Quarter 2010
Manhattan Cooperatives and Condominiums
2 Fourth Quarter 2010
Average and Median Sale Price
Cooperative Average Sale Price
Condominium Average Sale Price
Cover Property BrownHarrisStevenscom WEB272151
Average Sale Price Median Sale Price
Prices for Manhattan apartments continued to edge upward
as their average sale price of $1432787 was 8 higher
than a year ago This marked the sixth straight quarter that
the average price has risen While the number of recorded
transactions fell 25 from a year ago the fourth quarter of 2009
was uncharacteristically busy due to pent-up demand after the
collapse of Lehman Brothers had frozen the market earlier that year
The average co-op price continued to rise sharply as
more buyers favored larger apartments compared to a year ago Two-bedroom and larger
units accounted for 45 of co-op sales up from 40 a year ago This helped push
the overall average co-op price up 17 from 2009rsquos fourth
quarter to $1158333
Condo prices averaged $1751219 during the fourth
quarter 1 higher than a year ago One-bedrooms posted the
biggest increase in average price rising 9 over the past year
to $844964
Studio 1-Bedroom 2-Bedroom 3+Bedroom All
4th Q 10 $342545 $593718 $1231116 $3150700 $1158333
3rd Q 10 $366086 $606444 $1206257 $3049980 $1156733
2nd Q 10 $356696 $597311 $1301392 $2872496 $1065814
1st Q 10 $334307 $587538 $1132150 $3098881 $1079195
4th Q 09 $345725 $585238 $1133967 $3001012 $990921
Studio 1-Bedroom 2-Bedroom 3+Bedroom All
4th Q 10 $495002 $844964 $1637638 $4567750 $1751219
3rd Q 10 $495876 $809514 $1596021 $3835376 $1724180
2nd Q 10 $464559 $840829 $1570772 $3922994 $1686690
1st Q 10 $529970 $819785 $1608375 $4250098 $1730415
4th Q 09 $554568 $772525 $1583362 $4574080 $1732362
Average Sale Price Median Sale Price
$1600000
$1400000
$1200000
$1000000
$800000
$400000
$600000
$1369883 $820000
1Q10
$1324504 $800000
4Q09
$1432787 $840000
4Q10
$1423378 $890000
3Q10
$1377135 $842779
2Q10
Fourth Quarter 2010 3
New Developments Lofts
Time on the Market
Excludes new developments and units listed over one year Based on the last asking price Excludes new developments
Average Price Per Square Foot
New development prices averaged $1099 per square foot 11 less than during the fourth quarter of 2009 This was due in part to an increase in the percent of new development sales in Northern Manhattan from 9 a year ago to 15 At $1052 the average price per square foot for loft apartments was 3 higher than during 2009rsquos fourth quarter
Apartments sold during the quarter spent an average of 113 days on the market 14 less time than a year ago Sellers received 955 of the last asking price up slightly from the fourth quarter of 2009
Asking Vs Selling Price
$700
$900
$1100
$1300 $1099
4Q10
$1238
4Q09
$1146
1Q10 2Q10
$1176
$700
$900
$1100
$1300 $1052
4Q10
$1017
4Q09
$1037
1Q10
$1066
2Q10
$1112
3Q10
$1077
3Q10
75 days
100 days
125 days
150 days 113
4Q10
132
4Q09
119
1Q10
112
2Q10
85
90
95
100 955
4Q10
954
4Q09
962
1Q10
97
3Q10
959
3Q10
966
2Q10
Generally 59th to 96th Street Fifth Avenue to the East River
Cooperative Condominium
East sidE
4 Fourth Quarter 2010
Average Price Per Square Foot
At an average of $1581971 prices for two-bedroom East Side
apartments were 14 higher than a year ago The average price fell
13 for three-bedroom and larger apartments due in part to 2 closings
of over $30 million a year ago inflating that figure Co-ops fared better than condos as the average
price per room rose for both prewar and postwar co-ops over the past year
while the average condo price per square foot fell
Average Price Per Room
4Q09 4Q10
Studio 1-Bedroom 2-Bedroom 3+Bedroom
Percent of Sales
4th Q 09 10 35 36 19
4th Q 10 11 39 28 22
Average Price
4th Q 09 $351462 $647300 $1383364 $4146087
4th Q 10 $355459 $647207 $1581971 $3605513
Change 1 0 14 -13
$100000
$300000
$150000
$200000
$250000
$350000
$400000
$50000
$200
$1000
$400
$600
$800
$1200
$1400
$0
Postwar
$204713 $210559
Prewar
$348425 $383335
4Q10
$1126
4Q09
$1168
Generally 59th to 110th Street Hudson River to West of Fifth Avenue
WEst sidE
Fourth Quarter 2010 5
Cooperative CondominiumAverage Price Per Room Average Price Per Square Foot
With the exception of studios prices rose for all other size categories of apartments on
the West Side led by a 21 gain in the average price for
three-bedroom and larger units This increase was helped by
535 West End Avenue whose three-bedroom closing prices averaged over $115 million
in the fourth quarter Co-ops remained strong as the average
price per room rose 21 for prewar and 12 for postwar co-ops on the West Side The average condo price per square
foot rose 3 to $1309 making the West Side the only
area where both co-op and condo prices were higher
than a year ago
4Q09 4Q10
Studio 1-Bedroom 2-Bedroom 3+Bedroom
Percent of Sales
4th Q 09 10 37 37 16
4th Q 10 8 33 38 21
Average Price
4th Q 09 $417466 $656421 $1326640 $3325062
4th Q 10 $391228 $766529 $1378920 $4030338
Change -6 17 4 21
$125000
$225000
$150000
$175000
$200000
$250000
$275000
$100000
$200
$1000
$400
$600
$800
$1200
$1400
$0
4Q09
$1267
4Q10
$1309
Prewar
$215967 $260653
Postwar
$189264 $212348
MidtoWn East Generally 34th to 59th Street Fifth Avenue to the East River
MidtoWn
MidtoWn WEst Generally 34th to 59th Street Hudson River to West of Fifth Avenue
6 Fourth Quarter 2010
Cooperative Condominium
Cooperative Condominium
Average Price Per Room Average Price Per Square Foot
Average Price Per Room Average Price Per Square Foot
A couple of high-end closings at The Plaza and One Beacon Court helped bring the average condo price per square foot 27 higher in the Midtown East market compared
to a year ago The average price per room fell 5 for prewar while rising
8 for postwar co-ops
The average price per square foot rose 12 for condos over the
past year in the Midtown West market A number of closings at The Sheffield and Platinum
helped bring up this figure The average price per room fell for
both prewar and postwar co-ops in this market compared
to a year ago
$175000
$100000
$125000
$150000
$200000
$225000
$1000
$250
$500
$750
$1250
$1500
4Q09 4Q10
$212198 $200857
Prewar
$188662 $204639
Postwar
$1171
4Q09
$1485
4Q10
$252044 $199029 $231213 $221850 $1180$1055
4Q10Prewar Postwar 4Q09
$1000
$250
$500
$750
$1250
$1500
4Q09 4Q10
$200000
$50000
$100000
$150000
$250000
$300000
Cooperative Condominium
Fourth Quarter 2010 7
Average Price Per Room Average Price Per Square Foot
South of 34th Street
doWntoWn
While the average price fell 23 for three-bedroom and
larger apartments Downtown from a year ago a large
number of closings at the Superior Ink building inflated 2009rsquos figure This also is a reason why the overall condo
price per square foot fell 10 from a year ago The average
co-op price per room rose 13 for prewar and 4 for
postwar units from 2009rsquos fourth quarter
4Q09 4Q10
Studio 1-Bedroom 2-Bedroom 3+Bedroom
Percent of Sales
4th Q 09 17 43 28 12
4th Q 10 16 41 31 12
Average Price
4th Q 09 $452722 $704292 $1615877 $4665379
4th Q 10 $444618 $741919 $1581625 $3605513
Change -2 5 -2 -23
Prewar
$208503 $235826
Postwar
$188600 $195854
$100000
$200000
$125000
$150000
$175000
$225000
$250000
$75000
$800
$1200
$900
$1000
$1100
$1300
$1400
$700
4Q09
$1326
4Q10
$1194
Cooperative CondominiumAverage Price Per Room Average Price Per Square Foot
Generally North of 96th Street on the East Side and 110th Street on the West Side
NEW YORK CITY bull PALM BEACH bull THE HAMPTONS bull NORTH FORK 2129069200
EAST SIDE445 Park AvenueHall F Willkie PresidentRuth McCoy EVPManaging Director of Sales
UPPER EAST SIDE1121 Madison AvenuePeter R Marra EVPManaging Director of Sales
EDWARD LEE CAVE DIVISION790 Madison AvenueCaroline E Y GuthriePresident
WEST SIDE1926 BroadwayJames M Gricar EVP Managing Director of Sales
BROOKLYN HEIGHTS129 Montague StreetChristopher Thomas EVPManaging Director of Sales
PARK SLOPE100 Seventh AvenueMaryAnn Albano EVPManaging Director of Sales
NEW DEVELOPMENT445 Park Avenue James M GricarManaging DirectorBrown Harris Stevens On-Site Marketing and Sales
Prepared by Gregory Heym Chief Economist Brown Harris Stevenscopy2010 by Brown Harris Stevens All Rights Reserved This information may not be copied used or distributed without Brown Harris Stevensrsquo consent While information is believed true no guaranty is made of accuracy
While the average price fell for three-bedroom and larger apartments it was higher for
all other size categories in Northern Manhattan Condo
prices rose slightly as their average price per square foot of $566 was up 1 from a
year ago The average price per room fell for both prewar and
postwar co-ops compared to a year ago
This report is based on 1901 reported Manhattan apartment sales 25 less than were reported during last yearrsquos comparable period
VILLAGE2 Fifth AvenueKevin Kovesci EVPManaging Director of Sales
TRIBECA43 North MooreKevin Kovesci EVPManaging Director of Sales
northErn Manhattan
Studio 1-Bedroom 2-Bedroom 3+Bedroom
Percent of Sales
4th Q 09 6 35 43 16
4th Q 10 8 38 38 16
Average Price
4th Q 09 $227611 $352759 $567332 $1101778
4th Q 10 $319798 $394509 $577071 $710832
Change 41 12 2 -35
$100
$500
$200
$300
$400
$600
$700
$0
4Q09 4Q10
4Q09
$563
4Q10
$566
$70000
$110000
$80000
$90000
$100000
$120000
$130000
$60000
Prewar
$120601 $97757
Postwar
$110104 $106330
Faculty Biographies
REAL PROPERTY SECTION gt Officer Bio
Chair Leo Genn Esq
Office Address Northside Center for Child Development 1301 Fifth Ave New York NY 10029-3119
Phone 212-426-3406 Fax 212-410-7561 Email lgenn_esqyahoocom
After working briefly as a litigator Mr Genn became House Counsel at NorthsideCenter for Child Development a Manhattan-based not for profit where he handles contract negotiations commercial leasing property management and insurance issues Mr Genn also writes government grants Before law school Mr Genn spent eight years managing commercial and residential real estate in New York City Mr Genn has also worked for New York Citys Office of Economic Development In March 2002 Mr Genns article on the notice requirements in foreclosure proceedings appeared on thecover of the New York Real Estate Law Reporter Mr Gennrsquos favorite law quote is Oliver Wendell Holmes remark A word is not a crystal transparent and unchanged it isthe skin of a living thought and may vary greatly in color and content according to thecircumstances and time in which it is used Mr Gennrsquos favorite case is Raffles v
ichelhaus and his favorite legal fiction is promissory estoppel W
Paul M Giddins Partner
Giddins Claman LLP Paul M Giddins is a partner at Giddins Claman LLP a law firm in New York City Mr Giddins received a Bachelor of Arts degree from Trinity College- Hartford and a law degree from American University Washington School of Law
LISA LIPPMAN | Senior Vice President Director | Licensed Associate Real Estate Broker
printer friendly page
1926 Broadway New York NY 10023 Tel (212) 588-5606 Fax (212) 418-9733 llippmanbhsusacom download contact info view current listings view sold listings
FEATURED PROPERTY - UPPER EAST SIDE
2COOPERATIVE
25 EAST 79TH STREET
rice $1299000
isting ID 1127158
PBedrooms 2 Baths 20 L
Lisa Lippman Senior Vice President and Director was the 1 broker at Brown Harris Stevens in 2009 With 13 years of experience selling real estate Lisa specializes in the sale of high end cooperatives condominiums and townhomes throughout Manhattan As is clear from her record even in tough times Lisa manages to both sell and find homes for her clients Other awards Lisa has won in the last few years include middotWall Street Journal top 400-Lisa was 11 in the nation and 2 in Manhattan 2009 middotWall Street Journal top 50 brokers in America 2007 middotBrown Harris Stevens Westside Office Broker of the Year All Years 2006 - 2009 middotBrown Harris Stevens Westside Office Listing Broker of the Year 2007 2008 2009 middotBrown Harris Stevens Largest New Development Deal of the Year 2009 Prior to becoming a real estate broker Lisa spent several years as a lawyer practicing litigation at two prestigious law firms She graduated from The University of Pennsylvania in 1986 and earned her law degree from Cardozo in 1990 Lisas legal background affords her a keen understanding of the negotiation process as well as the complexities needed to complete the deal A New York City resident for 24 years Lisa offers impeccable knowledge of the market as it applies across all neighborhoods She has lived downtown on the Upper East Side and has now resided on the Upper West Side for the past 14 years Additionally as the mother of three children Lisa is personally involved in the decisions all buyers face in choosing a neighborhood and a home Lisa takes pride in being a straight-forward intelligent and honest broker She understands the individual needs of each client as well as their comfort with the purchase andor sale process Her listening talents combined with her unbeatable memory work ethic and negotiation skills allow her to service her buyers and sellers most effectively Lisa is also active in the New York community including the UJA and her childrens school All of this enables her to offer a well-rounded approach to navigating the New York real estate landscape bringing to life the nuances and charms that the City and its real estate market have to offer
The foregoing statements and details pertaining thereto both printed and written have been carefully read and the undersigned hereby
solemnly declares and certifies that the same is a full and correct exhibit of myour financial condition
Date 20 Signature __________________________________________
Signature __________________________________________
SCHEDULE OF BOND amp STOCKS
Amount of Shares
Description (Extended Valuation in Column)
Marketable Value
Non-Marketable Value
SCHEDULE OF REAL ESTATE
Description amp Location
Cost
Actual Value
Mortgage Amount
Maturity Date
SCHEDULE OF NOTES PAYABLE
Specify any assets pledges as collateral including the liabilities they secure
To Whom Payable
Date
Amount
Due
Interest
Pledged as Security
April 2009
ESTIMATED RESIDENTIAL CLOSING COSTS IN NEW YORK CITY
Broker As provided in exclusive with broker
Own Attorney Approx $2000 +- as negotiated
Managing Agentrsquos Fee Approx $500 + as determined by building
Move-out Deposit or Fee Approx $1000 as determined by building
New York City Transfer Tax 1 of entire gross purchase price if price is $500000 or under or 1425 of entire gross purchase price if price exceeds $500000
New York State Transfer Tax 04 (004) of gross purchase price
Bank Satisfaction of Mortgage Fees Approx $450 as determined by bank
Recording ACRIS other fees Approx $150
Gains Tax Withholding (Out of State Seller) 897 of gain
Non ndash US Resident (FIRPTA) 10 of price withheld or paid
Stock Transfer Tax (Co-ops Only) $005share
FOR The SelleR
Mortgage Recording Tax and Title Insurance not required for Co-ops though title insurance is available for Co-ops at other rates
For Bulk Sale Multi Family and Commercial Property NYC Transfer Tax Rates $1425 under $500000 2625 above Mortgage Recording Tax Rates 205 under $500000 28 above $500000
When purchasing a condominium unit directly from a Sponsor the Purchaser may be required to pay New York City and New York State Transfer Taxes (See ldquoFor The Sellerrdquo section above for amounts) as well as the Sponsorrsquos attorneyrsquos fee (typically around $1500)
All costs are estimated and will vary based on transaction specifics changes in rates and taxes and other factors No representation is made as to the accuracy of these estimates Parties to transactions must consult their own counsel and refer to transaction specifics for verification of all costs
Own Attorney Approx $2000 +- as negotiated
Bank Fees (application credit appraisal bank attorney and miscellaneous) Approx $2200 as determined by bank
Short-term Interest One month max (prorated for month of closing)
Miscellaneous Recording Fees Approx $500
Mortgage Recording Fee205 of entire amount of Mortgage on Loans $500000 or under or 2175 of entire amount of Mortgage on Loans exceeding $500000
Fee Title Insurance Approx $8000 for $2000000 NYC condo based on rate schedule
Mortgagee Title Insurance Approx $1500 for $1500000 NYC condo mortgage based on rate schedule
Miscellaneous Title Charges Approx $500
Managing Agentrsquos Fee Approx $500 as determined by building
Adjustments
Common Charges Approx 1 month (prorated for month of closing)
Real estate Tax escrow Approx 8 months (prorated to closing plus 6 month escrow may include insurance)
Mansion Tax 1 of entire gross purchase price if purchase price exceeds $1000000
Move-in Deposit or Fee Approx $1000 as determined by building
lien Search (Co-ops Only) Approx $350
FOR The PURChASeR
123 - Contract of sale cooperative apartment 7-01
Prepared by The Committee on Condominiums and Cooperatives of the Real Property Section of the New York State Bar Association
CONSULT YOUR LAWYER BEFORE SIGNING THIS AGREEMENT
Contract of Sale - Cooperative Apartment
This Contract is made as of October 2010 between the Seller and the Purchaser identified below
1 Certain Definitions and Information
11 The Parties are
111 Seller
Prior names used by Seller
Address
New York NY
S S No
112 Purchaserrdquo
Address
New York NY
S S No
12 The Attorneys are (name address and telephone fax)
121 Sellers Attorneyrdquo
Giddins Claman LLP
675 Third Avenue 29th Floor
New York NY 10017
Attn Paul M Giddins Esq
(212)573-6703 Fax (212)949-1923
pgiddinsgcl-lawcom
122 Purchasers Attorney
13 The Escrowee is the Sellers Attorney
14 The Managing Agent is (name address and telephone fax)
15 The real estate Broker(s) (see para 12) isare
Lisa Lippman
Company Name Brown Harris Stevens
16 The name of the cooperative housing corporation (Corporation) is
17 The Unit number is
18 The Unit is located in Premises known as
19 The Shares are the shares of the Corporation allocated to the Unit
110 The Lease is the Corporations proprietary lease or occupancy agreement for the Unit given by the Corporation which expires on
111 Personalty is the following personal property to the extent existing in the Unit on the date hereof the refrigerators freezers ranges ovens built-in microwave ovens dishwashers garbage disposal units cabinets and
counters lighting fixtures chandeliers wall-to-wall carpeting plumbing and heating fixtures central air conditioning andor window or sleeve units washing machines dryers screens and storm windows window treatments switch plates door hardware mirrors built-ins not excluded in Paragraph 112 and
112 Specifically excluded from this sale is all personal property not included in para 111 and
113 The sale [does] [does not] include Sellers interest in
Storage Servants Room Parking Space (Included Interests)
114 The Closing is the transfer of ownership of the Shares and Lease
115 The date scheduled for Closing is 2010
(Scheduled Closing Date) at 200 PM (See para 9 and 10)
116 The Purchase Price is $
1161 The Contract Deposit is $
1162 The Balance of the Purchase Price due at Closing is
$ (See para 222)
117 The monthly Maintenance charge is $ (See para 4)
118 The Assessment if any payable to the Corporation at the date of this Contract is $ payable as follows
119 SellerPurchaser shall pay the Corporations flip tax transfer fee (apart from the transfer agent fee) andor waiver of option fee (Flip Tax) if any
120 Financing Options (Delete two of the following parapara 1 20 1 1202 or 1203)
1201 Purchaser may apply for financing in connection with this sale and Purchasers obligation to purchase under this Contract is contingent upon issuance of a Loan Commitment Letter by the Loan Commitment Date (para 1812)
1202 Purchaser may apply for financing in connection with this sale but Purchasers obligation to purchase this Contract is not contingent upon issuance of a Loan Commitment Letter
1203 Purchaser shall not apply for financing in connection with this sale
121 If para 120 1 or 1202 applies the Financing Terms for para 18 are A loan of $ for a term of 30 years or such lesser amount or shorter term as applied for or acceptable to Purchaser and the Loan Commitment Date for para 18 is 30 calendar days after the Delivery Date
122 The Delivery Date of this Contract is the date on which a fully executed counterpart of this Contract is deemed given to and received by Purchaser or Purchasers Attorney as provided in para 173
123 All Proposed Occupants of the Unit are
1231 persons and relationship to Purchaser
Purchasers
1232 pets
124 The Contract Deposit shall be held in [a non] [an] IOLA escrow account If the account is a non-IOLA account then interest shall be paid to the Party entitled to the Contract Deposit The Party receiving the interest shall pay any income taxes thereon The escrow account shall be a segregated bank account at
Depository XXXX Bank
Address (See para 27)
125 This Contract is [not] continued on attached rider(s)
2 Agreement to Sell and Purchase Purchase Price Escrow
21 Seller agrees to sell to Purchaser and Purchaser agrees to purchase from Seller the Sellers Shares Lease Personalty and any Included Interests and all other items included in this sale for the Purchase Price and upon the terms and conditions set forth in this Contract
22 The Purchase Price is payable to Seller by Purchaser as follows
221 the Contract Deposit at the time of signing this Contract by Purchasers good check to the order of Escrowee and
222 the Balance at Closing only by cashiers or official bank check or certified check of Purchaser payable to the direct order of Seller The check(s) shall be drawn on and payable by a branch of a commercial or savings bank savings and loan association or trust company located in the same City or County as the Unit Seller may direct on reasonable Notice (defined in para 17) prior to Closing that all or a portion of the Balance shall be made payable to persons other than Seller (see para 177)
3 Personalty
31 Subject to any rights of the Corporation or any holder of a mortgage to which the Lease is subordinate this sale includes all of the Sellers interest if any in the Personalty and the Included Interests
32 No consideration is being paid for the Personalty or for the Included Interests nothing shall be sold to Purchaser if the Closing does not occur
33 Prior to Closing Seller shall remove from the Unit all the furniture furnishings and other property not included in this sale and repair any damage caused by such removal
4 Representations and Covenants
41 Subject to any matter affecting title to the Premises (as to which Seller makes no representations or covenants) Seller represents and covenants that
4 11 Seller is and shall at Closing be the sole owner of the Shares Lease Personalty and Included Interests with the full right power and authority to sell and assign them Seller shall make timely provision to satisfy existing security interest(s) in the Shares and Lease and have the same delivered at Closing (See para 101)
412 the Shares were duly issued fully paid for and are non-assessable
413 the Lease is and will at Closing be in full force and effect and no notice of default under the Lease is now or will at Closing be in effect
414 the Maintenance and Assessments payable as of the date hereof are as specified in para 117 and 118
415 as of this date Seller neither has actual knowledge nor has received any written notice of any increase in Maintenance or any Assessment which has been adopted by the Board of Directors of the Corporation and is not reflected in the amounts set forth in parapara 117 and 118
416 Seller has not made any material alterations or additions to the Unit without any required consent of the Corporation or to Sellers actual knowledge without compliance with all applicable law This provision shall not survive Closing
417 Seller has not entered into shall not enter into and has no actual knowledge of any agreement (other than the Lease) affecting title to the Unit or its use andor occupancy after Closing or which would be binding on or adversely affect Purchaser after Closing (eg a sublease or alteration agreement)
418 Seller has been known by no other name for the past 10 years except as set forth in para 111
419 at Closing in accordance with para 152
4191 there shall be no judgments outstanding against Seller which have not been bonded against collection out of the Unit (Judgments)
4192 the Shares Lease Personalty and any Included Interests shall be free and clear of liens (other than the Corporations general lien on the Shares for which no monies shall be owed) encumbrances and adverse interests (Liens)
4193 all sums due to the Corporation shall be fully paid by Seller to the end of the payment period immediately preceding the date of Closing
4194 Seller shall not be indebted for labor or material which might give rise to the filing of a notice of mechanics lien against the Unit or the Premises and
4195 no violations shall be of record which the owner of the Shares and Lease would be obligated to remedy under the Lease
42 Purchaser represents and covenants that
421 Purchaser is acquiring the Shares and Lease for primary residential occupancy of the Unit solely by the Proposed Occupants identified in para 1 23
422 Purchaser is not and within the past 7 years has not been the subject of a bankruptcy proceeding
423 if para 1203 applies Purchaser shall not apply for financing in connection with this purchase
424 Each individual comprising Purchaser is over the age of 18 and is purchasing for Purchasers own account (beneficial and of record)
425 Purchaser shall not make any representations to the Corporation contrary to the foregoing and shall provide all documents in support thereof required by the Corporation in connection with Purchasers application for approval of this transaction and
426 there are not now and shall not be at Closing any unpaid tax liens or monetary judgments against Purchaser
43 Each Party covenants that its representations and covenants contained in para 4 shall be true and complete at Closing and except for para 416 shall survive Closing but any action based thereon must be instituted within one year after Closing
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 Corporations 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 Corporations shareholders under Internal Revenue Code (IRC) sect216 (or any successor statute)
6 Required Approval and References
61 This sale is subject to the unconditional consent of the Corporation
62 Purchaser shall in good faith
621 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 or if para 1201 or 1202 applies and the Loan Commitment Letter is required by the Corporation within 3 business days after the earlier of (i) the Loan Commitment Date (defined in para 12 1) or (ii) the date of receipt of the Loan Commitment Letter (defined in para 1812) whether said commitment letter is conditional or unconditional
622 attend (and cause any Proposed Occupant to attend) one or more personal interviews as requested by the Corporation and
623 promptly submit to the Corporation such further references data and documents reasonably requested by the Corporation 63 Either Party after learning of the Corporations 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 Corporations 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 para 63 the Escrowee shall refund the Contract Deposit to Purchaser 64 If such consent is refused or not given due to Purchasers bad faith conduct Purchaser shall be in default and para 131 shall govern 7 Condition of Unit and Personalty Possession 71 Seller makes no representation as to the physical condition or state of repair of the Unit the Personalty the Included Interests or the Premises Purchaser has inspected or waived inspection of the Unit the Personalty and the Included Interests and shall take the same as is as of the date of
this Contract except for reasonable wear and tear However at the time of Closing the appliances shall be in working order and required smoke detector(s) shall be installed and operable 72 At Closing Seller shall deliver possession of the Unit Personalty and Included Interests in the condition required by para 71 broom clean vacant and free of all occupants and rights of possession 8 Risk of Loss 81 The provisions of General Obligations Law Section 5-1311 as modified herein shall apply to this transaction as if it were a sale of realty For purposes of this paragraph the term Unit includes built-in Personalty 82 Destruction shall be deemed material under GOL 5-1311 if the reasonably estimated cost to restore the Unit shall exceed 5 of the Purchase Price 83 In the event of any destruction of the Unit or the Premises when neither legal title nor the possession of the Unit has been transferred to Purchaser Seller shall give Notice of the loss to Purchaser (Loss Notice) by the earlier of the date of Closing or 7 business days after the date of the loss 84 If there is material destruction of the Unit without fault of Purchaser this Contract shall be deemed canceled in accordance with para 163 unless Purchaser elects by Notice to Seller to complete the purchase with an abatement of the Purchase Price or 85 Whether or not there is any destruction of the Unit if without fault of Purchaser more than 10 of the units in the Premises are rendered uninhabitable or reasonable access to the Unit is not available then Purchaser shall have the right to cancel this Contract in accordance with para 163 by Notice to Seller 86 Purchasers Notice pursuant to para 84 or para 85 shall be given within 7 business days following the giving of the Loss Notice except that if Seller does not give a Loss Notice Purchasers Notice may be given at any time at or prior to Closing 87 In the event of any destruction of the Unit Purchaser shall not be entitled to an abatement of the Purchase Price (i) that exceeds the reasonably estimated cost of repair and restoration or (ii) for any loss that the Corporation is obliged to repair or restore but Seller shall assign to Purchaser without recourse Sellers claim if any against the Corporation with respect to such loss 9 Closing Location The Closing shall be held at the location designated by the Corporation or if no such designation is made at the office of Sellers Attorney 10 Closing 101 At Closing Seller shall deliver or cause to be delivered 1011 Sellers certificate for the Shares duly endorsed for transfer to Purchaser or accompanied by a separate duly executed stock power to Purchaser and in either case with any guarantee of Sellers signature required by the Corporation 1012 Sellers counterpart original of the Lease all assignments and assumptions in the chain of title and a duly executed assignment thereof to Purchaser in the form required by the Corporation 1013 FIRPTA documents required by para 25 1014 keys to the Unit building entrance(s) and if applicable garage mailbox storage unit and any locks in the Unit 1015 if requested an assignment to Purchaser of Sellers interest in the Personalty and Included Interests 1016 any documents and payments to comply with para 152 1017 If Seller is unable to deliver the documents required in para 1011 or 1012 then Seller shall deliver or cause to be delivered all documents and payments required by the Corporation for the issuance of anew certificate for the Shares or a new Lease 102 At Closing Purchaser shall 1021 pay the Balance in accordance with para 222 1022 execute and deliver to Seller and the Corporation an agreement assuming the Lease in the form required by the Corporation and 1023 if requested by the Corporation execute and deliver counterparts of a new lease substantially the same as the Lease for the balance of the Lease term in which case the Lease shall be canceled and surrendered to the Corporation together with Sellers assignment thereof to Purchaser
103 At Closing the Parties shall complete and execute all documents necessary 1031 for Internal Revenue Service (IRS) form 1099-S or other similar requirements 1032 to comply with smoke detector requirements and any applicable transfer tax filings and 1033 to transfer Sellers interest if any in and to the Personalty and Included Interests 104 Purchaser shall not be obligated to close unless at Closing the Corporation delivers 1041 to Purchaser a new certificate for the Shares in the name of Purchaser and 1042 a written statement by an officer or authorized agent of the Corporation consenting to the transfer of the Shares and Lease to Purchaser and setting forth the amounts of and payment status of all sums owed by Seller to the Corporation including Maintenance and any Assessments and the dates to which each has been paid 11 Closing Fees Taxes and Apportionments 11 1 At or prior to Closing 1111 Seller shall pay if applicable 11111 the cost of stock transfer stamps and 11112 transfer taxes except as set forth in para 11122 1112 Purchaser shall pay if applicable 11121 any fee imposed by the Corporation relating to Purchasers financing and 11122 transfer taxes imposed by statute primarily on Purchaser (eg the mansion tax) 112 The Flip Tax if any shall be paid by the Party specified in para 119 113 Any fee imposed by the Corporation and not specified in this Contract shall be paid by the Party upon whom such fee is expressly imposed by the Corporation and if no Party is specified by the Corporation then such fee shall be paid by Seller 114 The Parties shall apportion as of 1159 PM of the day preceding the Closing the Maintenance and any other periodic charges due the Corporation (other than Assessments) and STAR Tax Exemption (if the Unit is the beneficiary of same) based on the number of the days in the month of Closing 115 Assessments whether payable in a lump sum or installments shall not be apportioned but shall be paid by the Party who is the owner of the Shares on the date specified by the Corporation for payment Purchaser shall pay any installments payable after Closing provided Seller had the right and elected to pay the Assessment in installments 116 Each Party shall timely pay any transfer taxes for which it is primarily liable pursuant to law by cashiers official bank certified or attorneys escrow check This para 116 shall survive Closing 117 Any computational errors or omissions shall be corrected within 6 months after Closing This para 117 shall survive Closing 12 Broker 121 Each Party represents that such Party has not dealt with any person acting as a broker whether licensed or unlicensed in connection with this transaction other than the Broker(s) named in para 15 122 Seller shall pay the Brokers commission pursuant to a separate agreement The Broker(s) shall not be deemed to be a third-party beneficiary of this Contract 123 This para 12 shall survive Closing cancellation or termination of this Contract 13 Defaults Remedies and Indemnities 131 In the event of a default or misrepresentation by Purchaser Sellers sole and exclusive remedies shall be to cancel this Contract retain the Contract Deposit as liquidated damages and if applicable Seller may enforce the indemnity in para 133 as to brokerage commission or sue under para 134 Purchaser prefers to limit Purchasers exposure for actual damages to the amount of the Contract Deposit which Purchaser agrees constitutes a fair and reasonable amount of compensation for Sellers damages under the circumstances and is not a penalty The principles of real property law shall apply to this liquidated damages provision 132 In the event of a default or misrepresentation by Seller Purchaser shall have such remedies as Purchaser is entitled to at law or in equity including
specific performance because the Unit and possession thereof cannot be duplicated 133 Subject to the provisions of para 43 each Party indemnifies and holds harmless the other against and from any claim judgment loss liability cost or expense resulting from the indemnitors breach of any of its representations or covenants stated to survive Closing cancellation or termination of this Contract Purchaser indemnifies and holds harmless Seller against and from any claim judgment loss liability cost or expense resulting from the Lease obligations accruing from and after the Closing Each indemnity includes without limitation reasonable attorneys fees and disbursements court costs and litigation expenses arising from the defense of any claim and enforcement or collection of a judgment under this indemnity provided the indemnitee is given Notice and opportunity to defend the claim This para 133 shall survive Closing cancellation or termination of this Contract 134 In the event any instrument for the payment of the Contract Deposit fails of collection Seller shall have the right to sue on the uncollected instrument In addition such failure of collection shall be a default under this Contract provided Seller gives Purchaser Notice of such failure of collection and within 3 business days after Notice is given Escrowee does not receive from Purchaser an unendorsed good certified check bank check or immediately available funds in the amount of the uncollected funds Failure to cure such default shall entitle Seller to the remedies set forth in Paragraph 131 and to retain all sums as may be collected andor recovered 14 Entire Agreement Modification 141 All prior oral or written representations understandings and agreements had between the Parties with respect to the subject matter of this Contract and with the Escrowee as to para 27 are merged in this Contract which alone fully and completely expresses the Parties and Escrowees agreement 142 The Attorneys may extend in writing any of the time limitations stated in this Contract Any other provision of this Contract may be changed or waived only in writing signed by the Party or Escrowee to be charged 15 Removal of Liens and Judgments 151 Purchaser shall deliver or cause to be delivered to Seller or Sellers Attorney not less than 10 calendar days prior to the Scheduled Closing Date a Lien and Judgment search except that Liens or Judgments first disclosed in a continuation search shall be reported to Seller within 2 business days after receipt thereof but not later than the Closing Seller shall have the right to adjourn the Closing pursuant to para 16 to remove any such Liens and Judgments Failure by Purchaser to timely deliver such search or continuation search shall not constitute a waiver of Sellers covenants in para 4 as to Liens and Judgments However if the Closing is adjourned solely by reason of untimely delivery of the Lien and Judgment search the apportionments under Paragraph 113 shall be made as of 1159 PM of the day preceding the Scheduled Closing Date in para 115 152 Seller at Sellers expense shall obtain and deliver to the Purchaser the documents and payments necessary to secure the release satisfaction termination and discharge or removal of record of any Liens and Judgments Seller may use any portion of the Purchase Price for such purposes 153 This para 15 shall survive Closing 16 Sellers Inability 161 If Seller shall be unable to transfer the items set forth in para 21 in accordance with this Contract for any reason other than Sellers failure to make a required payment or other willful act or omission then Seller shall have the right to adjourn the Closing for periods not exceeding 60 calendar days in the aggregate but not extending beyond the expiration of Purchasers Loan Commitment Letter if para 1201 or 1202 applies 162 If Seller does not elect to adjourn the Closing or (if adjourned) on the adjourned date of Closing Seller is still unable to perform then unless Purchaser elects to proceed with the Closing without abatement of the Purchase Price either Party may cancel this Contract on Notice to the other Party given at any time thereafter 163 In the event of such cancellation the sole liability of Seller shall be to cause the Contract Deposit to be refunded to Purchaser and to reimburse Purchaser for the actual costs incurred for Purchases lien and title search if any
17 Notices and Contract Delivery 171 Any notice or demand (Notice) shall be in writing and delivered either by hand overnight delivery or certified or registered mail return receipt requested to the Party or and simultaneously in like manner to such Partys Attorney if any and to Escrowee at their respective addresses or to such other address as shall hereafter be designated by Notice given pursuant to this para 17 172 The Contract may be delivered as provided in para 171 or by ordinary mail 173 The Contract or each Notice shall be deemed given and received 1731 on the day delivered by hand 1732 on the business day following the date sent by overnight delivery 1733 on the 5th business day following the date sent by certified or registered mail or 1734 as to the Contract only 3 business days following the date of ordinary mailing 174 A Notice to Escrowee shall be deemed given only upon actual receipt by Escrowee 175 The Attorneys are authorized to give and receive any Notice on behalf of their respective clients 176 Failure or refusal to accept a Notice shall not invalidate the Notice 177 Notice pursuant to parapara 222 and 134 may be delivered by confirmed facsimile to the Partys Attorney and shall be deemed given when transmission is confirmed by senders facsimile machine 18 Financing Provisions 181 The provisions of parapara 181 and 182 are applicable only if para 1201 or 1202 applies 1811 An Institutional Lender is any of the following that is authorized under Federal or New York State law to issue a loan secured by the Shares and Lease and is currently extending similarly secured loan commitments in the county in which the Unit is located a bank savings bank savings and loan association trust company credit union of which Purchaser is a member mortgage banker insurance company or governmental entity 1812 A Loan Commitment Letter is a written offer from an Institutional Lender to make a loan on the Financing Terms (see para 1 2 1) at prevailing fixed or adjustable interest rates and on other customary terms generally being offered by Institutional Lenders making cooperative share loans An offer to make a loan conditional upon obtaining an appraisal satisfactory to the Institutional Lender shall not become a Loan Commitment Letter unless and until such condition is met An offer conditional upon any factor concerning Purchaser (eg sale of current home payment of outstanding debt no material adverse change in Purchasers financial condition etc) is a Loan Commitment Letter whether or not such condition is met Purchaser accepts the risk that and cannot cancel this Contract if any condition concerning Purchaser is not met 182 Purchaser directly or through a mortgage broker registered pursuant to Article 12-D of the Banking Law shall diligently and in good faith 1821 apply only to an Institutional Lender for a loan on the Financing Terms (see para 121) on the form required by the Institutional Lender containing truthful and complete information and submit such application together with such documents as the Institutional Lender requires and pay the applicable fees and charges of the Institutional Lender all of which shall be performed within 5 business days after the Delivery Date 1822 promptly submit to the Institutional Lender such further references data and documents requested by the Institutional Lender and 1823 accept a Loan Commitment Letter meeting the Financing Terms and comply with all requirements of such Loan Commitment Letter (or any other loan commitment letter accepted by Purchaser) and of the Institutional Lender in order to close the loan and 1824 furnish Seller with a copy of the Loan Commitment Letter promptly after Purchasers receipt thereof 1825 Purchaser is not required to apply to more than one Institutional Lender 183 If Paragraph 1201 applies then 1831 provided Purchaser has complied with all applicable provisions of para 182 and this para 183 Purchaser may cancel this Contract as set forth below if
18311 any Institutional Lender denies Purchasers application in writing prior to the Loan Commitment Date (see Paragraph 121) or 18312 a Loan Commitment Letter is not issued by the Institutional Lender on or before the Loan Commitment Date or 18313 any requirement of the Loan Commitment Letter other than one concerning Purchaser is not met (eg failure of the Corporation to execute and deliver the Institutional Lenders recognition agreement or other document financial condition of the Corporation owner occupancy quota etc) or 18314 (i) the Closing is adjourned by Seller or the Corporation for more than 30 business days from the Scheduled Closing Date and (ii) the Loan Commitment Letter expires on a date more than 30 business days after the Scheduled Closing Date and before the new date set for Closing pursuant to this para and (iii) Purchaser is unable in good faith to obtain from the Institutional Lender an extension of the Loan Commitment Letter or a new Loan Commitment Letter on the Financing Terms without paying additional fees to the Institutional Lender unless Seller agrees by Notice to Purchaser within 5 business days after receipt of Purchasers Notice of cancellation on such ground that Seller will pay such additional fees and Seller pays such fees when due Purchaser may not object to an adjournment by Seller for up to 30 business days solely because the Loan Commitment Letter would expire before such adjourned Closing date 1832 Purchaser shall deliver Notice of cancellation to Seller within 5 business days after the Loan Commitment Date if cancellation is pursuant to para 18311 or 18312 and on or prior to the Scheduled Closing Date if cancellation is pursuant to para 18313 or 18314 1833 If cancellation is pursuant to Paragraph 18311 then Purchaser shall deliver to Seller together with Purchasers Notice a copy of the Institutional Lenders written denial of Purchasers loan application If cancellation is pursuant to para 18313 then Purchaser shall deliver to Seller together with Purchasers Notice evidence that a requirement of the Institutional Lender was not met 1834 Seller may cancel this Contract by Notice to Purchaser sent within 5 days after the Loan Commitment Date if Purchaser shall not have sent by then either (i) Purchasers Notice of cancellation or (ii) a copy of the Loan Commitment Letter to Seller which cancellation shall become effective if Purchaser does not deliver a copy of such Loan Commitment Letter to Seller within 10 business days after the Loan Commitment Date 1835 Failure by either Purchaser or Seller to deliver Notice of cancellation as required by this para 183 shall constitute a waiver of the right to cancel under this para 183 1836 If this Contract is canceled by Purchaser pursuant to this para 183 then thereafter neither Party shall have any further rights against or obligations or liabilities to the other by reason of this Contract except that the Contract Deposit shall be promptly refunded to Purchaser and except as set forth in para 12 If this Contract is canceled by Purchaser pursuant to para 18314 then Seller shall reimburse Purchaser for any non-refundable financing and inspection expenses and other sums reimbursable pursuant to para 16 1837 Purchaser cannot cancel this Contract pursuant to 18314 and cannot obtain a refund of the Contract Deposit if the Institutional Lender fails to fund the loan 18371 because a requirement of the Loan Commitment Letter concerning Purchaser is not met (eg Purchasers financial condition or employment status suffers an adverse change Purchaser fails to satisfy a condition relating to the sale of an existing residence etc) or 18372 due to the expiration of a Loan Commitment Letter issued with an expiration date that is not more than 30 business days after the Scheduled Closing Date 19 SingularPlural and JointSeveral The use of the singular shall be deemed to include the plural and vice versa whenever the context so requires If more than one person constitutes Seller or Purchaser their obligations as such Party shall be joint and several 20 No Survival No representation andor covenant contained herein shall survive Closing except as expressly provided Payment of the Balance shall constitute a discharge and release by Purchaser of all of Sellers obligations hereunder except those expressly stated to survive Closing 21 Inspections
Purchaser and Purchasers representatives shall have the right to inspect the Unit within 48 hours prior to Closing and at other reasonable times upon reasonable request to Seller 22 Governing Law and Venue This Contract shall be governed by the laws of the State of New York without regard to principles of conflict of laws Any action or proceeding arising out of this Contract shall be brought in the county or Federal district where the Unit is located and the Parties hereby consent to said venue 23 No Assignment by Purchaser Death of Purchaser 231 Purchaser may not assign this Contract or any of Purchasers rights hereunder Any such purported assignment shall be null and void 232 This Contract shall terminate upon the death of all persons comprising Purchaser and the Contract Deposit shall be refunded to the Purchaser Upon making such refund and reimbursement neither Party shall have any further liability or claim against the other hereunder except as set forth in para 12 24 Cooperation of Parties 241 The Parties shall each cooperate with the other the Corporation and Purchasers Institutional Lender and title company if any and obtain execute and deliver such documents as are reasonably necessary to consummate this sale 242 The Parties shall timely file all required documents in connection with all governmental filings that are required by law Each Party represents to the other that its statements in such filings shall be true and complete This para 242 shall survive Closing 25 FIRPTA The parties shall comply with IRC sectsect 897 1445 and the regulations thereunder as same may be amended (FIRPTA) If applicable Seller shall execute and deliver to purchaser at Closing a Certification of Non-Foreign Status (CNS) or deliver a Withholding Certificate from the IRS If Seller fails to deliver a CNS or a Withholding Certificate Purchaser shall withhold from the Balance and remit to the IRS such sum as may be required by law Seller hereby waives any right of action against Purchaser on account of such withholding and remittance This para 25 shall survive Closing 26 Additional Requirements 261 Purchaser shall not be obligated to close unless all of the following requirements are satisfied at the time of the Closing 2611 the Corporation is in good standing 2612 the Corporation has fee or leasehold title to the Premises whether or not marketable or insurable and 2613 there is no pending in rem action tax certificatelien sale or foreclosure action of any underlying mortgage affecting the Premises 262 If any requirement in para 261 is not satisfied at the time of the Closing Purchaser shall give Seller Notice and if the same is not satisfied within a reasonable period of time thereafter then either Party may cancel this Contract (pursuant to para 163) by Notice 27 Escrow Terms 271 The Contract Deposit shall be deposited by Escrowee in an escrow account as set forth in para 124 and the proceeds held and disbursed in accordance with the terms of this Contract At Closing the Contract Deposit shall be paid by Escrowee to Seller If the Closing does not occur and either Party gives Notice to Escrowee demanding payment of the Contract Deposit Escrowee shall give prompt Notice to the other Party of such demand If Escrowee does not receive a Notice of objection to the proposed payment from such other Party within 10 business days after the giving of Escrowees Notice Escrowee is hereby authorized and directed to make such payment to the demanding party If Escrowee does receive such a Notice of objection within said period or if for any reason Escrowee in good faith elects not to make such payment Escrowee may continue to hold the Contract Deposit until otherwise directed by a joint Notice by the Parties or a final non-appealable judgment order or decree of a court of competent jurisdiction However Escrowee shall have the right at any time to deposit the Contract Deposit and the interest thereon if any with the clerk of a court in the county as set forth in para 22 and shall give Notice of such deposit to each Party Upon disposition of the Contract Deposit and
interest thereon if any in accordance with this para 27 Escrowee shall be released and discharged of all escrow obligations and liabilities 272 The Party whose Attorney is Escrowee shall be liable for loss of the Contract Deposit If the Escrowee is Sellers attorney then Purchaser shall be credited with the amount of the contract Deposit at Closing 273 Escrowee will serve without compensation Escrowee is acting solely as a stakeholder at the Parties request and for their convenience Escrowee shall not be liable to either Party for any act or omission unless it involves bad faith willful disregard of this Contract or gross negligence In the event of any dispute Seller and Purchaser shall jointly and severally (with right of contribution) defend (by attorneys selected by Escrowee) indemnify and hold harmless Escrowee from and against any claim judgment loss liability cost and expenses incurred in connection with the performance of Escrowees acts or omissions not involving bad faith willful disregard of this Contract or gross negligence This indemnity includes without limitation reasonable attorneys fees either paid to retain attorneys or representing the fair value of legal services rendered by Escrowee to itself and disbursements court costs and litigation expenses 274 Escrowee acknowledges receipt of the Contract Deposit by check subject to collection
275 Escrowee agrees to the provisions of this para 27 276 If Escrowee is the Attorney for a Party Escrowee shall be permitted to represent such Party in any dispute or lawsuit 277 This para 27 shall survive Closing cancellation or termination of this Contract 28 Margin Headings The margin headings do not constitute part of the text of this Contract 29 Miscellaneous This Contract shall not be binding unless and until Seller delivers a fully executed counterpart of this Contract to Purchaser (or Purchasers Attorney) pursuant to para 172 and 173 This Contract shall bind and inure to the benefit of the Parties hereto and their respective heirs personal and legal representatives and successors in interest 30 Lead Paint If applicable the complete and fully executed Disclosure of Information on Lead Based Paint and or Lead-Based Paint Hazards is attached hereto and made a part hereof
In Witness Whereof the Parties hereto have duly executed this Contract as of the date first above written
ESCROW TERMS AGREED TO SELLER PURCHASER GIDDINS CLAMAN LLP ESCROWEE
Rider to and Part of Contract of Sale Between as Seller and as Purchaser for Unit at New York NY
31 Purchasers Additional Representations and Covenants 3 11 Supplementing para 42 of the Contract Purchaser also represents and covenants that 3111 Purchaser has and will at Closing have available unencumbered cash and cash equivalents (including publicly traded securities) in a sum at least equal to (and having a then current value of) the Balance and 3112 Purchaser has and will at and immediately following the Closing have a positive net worth 312 the Maintenance and the monthly amount of the Assessment (if any) do not aggregate more than 25 of the current total gross monthly income of the individuals comprising the Purchaser
313 (if para 1201 or para 1202 applies) the monthly debt service (interest and amortization of principal if any) of the proposed financing together with the Maintenance and the monthly Assessment amount (if any) do not aggregate more than 35 of said current total gross monthly income 32 Supplementing paragraph 4 1 Seller has no actual knowledge of a material default or condition which the Lessee is required to cure under the Lease and which remains uncured If prior to Closing Seller acquires knowledge of a such default or condition which the Lessee would be required to cure then Seller shall cure same at or prior to Closing This provision shall not survive closing
The Parties have duly executed this Rider as of the same date as the Contract SELLER PURCHASER ______________________________ _______________________________
Note This form is intended to deal with matters common to most transactions
involving the sale of a condominium unit Provisions should be added altered or
deleted to suit the circumstances of a particular transaction No representation is
made that this form of contract complies with Section 5-702 of the General
Obligations Law (ldquoPlain Language Lawrdquo)
CONSULT YOUR LAWYER BEFORE SIGNING THIS AGREEMENT
Contract of Sale - Condominium Unit
Agreement made as of 2010 between residing at Street Apt
New York NY (ldquoSellerrdquo) and residing at (ldquoPurchaserrdquo)
1 Unit Seller agrees to sell and convey and Purchaser agrees to purchase Unit
No (ldquoUnitrdquo) in the building (ldquoBuildingrdquo) known as Condominium
(ldquoCondominiumrdquo) and located at New York NY New York together with a
XXXXX percent undivided interest in the Common Elements (as defined in para 6)
appurtenant thereto all upon and subject to the terms and conditions set forth herein The
Unit shall be as designated in the Declaration of Condominium Ownership (as the same
may be amended from time to time the ldquoDeclarationrdquo) of the Condominium recorded in
New York County New York or the By-Laws (as the same may be amended from time
to time the ldquoBy-Lawsrdquo) of the Condominium
2 Personal Property (a) The sale includes all of Sellerrsquos right title and
interest if any in and to
(i) the refrigerators freezers ranges ovens built-in microwave
ovens dishwashers washing machines clothes dryers cabinets and counters lighting
and plumbing fixtures chandeliers air conditioning equipment venetian blinds shades
screens storm windows and other window treatments wall-to-wall carpeting
bookshelves switchplates door hardware and mirrors built-ins and articles of property
and fixtures attached to or appurtenant to the Unit except those listed in subpara 2(b) all
of which included property and fixtures are represented to be owned by Seller free and
clear of all liens and encumbrances other than those encumbrances (ldquoPermitted
Exceptionsrdquo) set forth on Schedule A annexed hereto and made a part hereof (strike out
inapplicable items) to the extent any of the foregoing exist in the Unit on the date
hereof and
- 2 -
(ii)
(b) Excluded from this sale are
(i) furniture and furnishings (other than as specifically provided
in this Contract) and
(ii)
(c) The property referred to in subpara 2(a)(i) and (ii) may not be
purchased if title to the Unit is not conveyed hereunder
3 Purchase Price (a) The purchase price (ldquoPurchase Pricerdquo) is $
payable as follows
(i) $ (ldquoDownpaymentrdquo) on the signing of this Contract by
good check subject to collection the receipt of which is hereby acknowledged to be held
in escrow pursuant to para 16 and
(ii) $ constituting the balance of the Purchase Price by
certified check of Purchaser or official bank check (except as otherwise provided in this
Contract) on the delivery of the deed as hereinafter provided
(b) All checks in payment of the Purchase Price shall represent United
States currency and be drawn on or issued by a bank or trust company authorized to
accept deposits in New York State All checks in payment of the Downpayment shall be
payable to the order of Escrowee (as hereinafter defined) All checks in payment of the
balance of the Purchase Price shall be payable to the order of Seller (or as Seller
otherwise directs pursuant to subparas 6(a)(viii) or 18(b))
(c) Except for the Downpayment and checks aggregating not more than
one-half of one percent of the Purchase Price One Thousand Dollars ($100000)
including payment for closing adjustments all checks delivered by Purchaser shall be
certified or official bank checks as hereinabove provided
4 Closing of Title The closing documents referred to in para 6 shall be
delivered and payment of the balance of the Purchase Price shall be made at the closing
of title (ldquoClosingrdquo) to be held on or about at AM at the offices of
Giddins Claman LLP 675 Third Avenue 29th
Floor New York NY or at the office
of Purchaserrsquos lending institution or its counsel provided however that such office is
located in either the City or County in which either (a) Sellerrsquos attorney maintains an
office or (b) the Unit is located
5 Representations Warranties and Covenants Seller represents warrants
and covenants that
- 3 -
(a) Seller is the sole owner of the Unit and the property referred to in
subpara 2(a) and Seller has the full right power and authority to sell convey and transfer
the same
(b) The common charges (excluding separately billed utility charges) for
the Unit on the date hereof are $xxxxx per month
(c) Seller has not received any written notice of any intended assessment
or increase in common charges not reflected in subpara 5(b) Purchaser acknowledges
that it will not have the right to cancel this Contract in the event of the imposition of any
assessment or increase in common charges after the date hereof of which Seller has not
heretofore received written notice
(d) The real estate taxes for the Unit for the fiscal year of ________
through ________ are $_________ Purchaser may verify the real estate taxes on the
website of the New York City Department of Finance A printout from the website
is attached
(e) Seller is not a ldquosponsorrdquo or a nominee of a ldquosponsorrdquo under any plan of
condominium organization affecting the Unit
(f) All refrigerators freezers ranges dishwashers washing machines
clothes dryers and air conditioning equipment included in this sale will be in working
order at the time of Closing
(g) If a copy is attached to this Contract the copy of the Certificate of
Occupancy covering the Unit is a true and correct copy and
(h) Seller is not a ldquoforeign personrdquo as defined in para 17 (If inapplicable
delete and provide for compliance with Code Withholding Section as defined in para
17)
6 Closing Documents (a) At the Closing Seller shall deliver to Purchaser the
following
(i) Bargain and sale deed With covenant against grantorrsquos acts
(ldquoDeedrdquo) complying with RPL sect 339-o and containing the covenant required by LL sect
13(5) conveying to Purchaser title to the Unit together with its undivided interest in the
Common Elements (as such term is defined in the Declaration and which term shall be
deemed to include Sellerrsquos right title and interest in any limited common elements
attributable to or used in connection with the Unit) appurtenant thereto free and clear of
all liens and encumbrances other than Permitted Exceptions The Deed shall be executed
and acknowledged by Seller and if requested by the Condominium executed and
acknowledged by Purchaser in proper statutory form for recording
- 4 -
(ii) If a corporation and if required pursuant to BCL sect 909 Seller
shall deliver to Purchaser (1) a resolution of its board of directors authorizing the delivery
of the Deed and (2) a certificate executed by an officer of such corporation certifying as
to the adoption of such resolution and setting forth facts demonstrating that the delivery
of the Deed is in conformity with the requirements of BCL sect 909 The Deed shall also
contain a recital sufficient to establish compliance with such law
(iii) A waiver of right of first refusal of the board of managers of
the Condominium (ldquoBoardrdquo) if required in accordance with para 8
(iv) A statement by the Condominium or its managing agent that
the common charges and any assessments then due and payable the Condominium have
been paid to the date of the Closing
(v) All keys to the doors of and mailbox for the Unit
(vi) Such affidavits andor other evidence as the title company
(ldquoTitle Companyrdquo) from which Purchaser has ordered a title insurance report and which
is authorized to do business in New York State shall reasonably require in order to omit
from its title insurance policy all exceptions for judgments bankruptcies or other returns
against Seller and persons or entities whose names are the same as or are similar to
Sellerrsquos name
(vii) New York City Real Property Transfer Tax Return if
applicable and New York State Real Estate Transfer Tax Return prepared executed and
acknowledged by Seller in proper form for submission
(viii) Checks in payment of all applicable real property transfer
taxes except a transfer tax which by law is primarily imposed on the purchaser
(ldquoPurchaser Transfer Taxrdquo) due in connection with the sale In lieu of delivery of such
checks Seller shall have the right upon reasonable prior notice to Purchaser to cause
Purchaser to deliver said checks at the Closing and to credit the amount thereof against
the balance of the Purchase Price Seller shall pay the additional transfer taxes if any
payable after the Closing by reason of the conveyance of the Unit which obligation shall
survive the Closing
(ix) Certification that Seller is not a foreign person pursuant to
para 17 or a withholding certificate from the Internal Revenue Service (If inapplicable
delete and provide for compliance with Code Section as defined in para 17) and
(x) Affidavit that a single station smoke detecting alarm device is
installed pursuant to New York Executive Law sect378(5)
(b) At the Closing Purchaser shall deliver to Seller the following
- 5 -
(i) Checks in payment of (y) the balance of the Purchase Price in
accordance with subpara 3(b) and (z) any Purchaser Transfer Tax
(ii) If required by the Declaration or By-Laws power of attorney
to the Board prepared by Seller in the form required by the Condominium The power of
attorney shall be executed and acknowledged by Purchaser and after being recorded
shall be sent to the Condominium
(iii) New York City Real Property Transfer Tax Return executed
and acknowledged by Purchaser and an Affidavit in Lieu of Registration pursuant to New
York Multiple Dwelling Law each in proper form for submission if applicable and
(iv) If required New York State Equalization Return executed
and acknowledged by Purchaser in proper form for submission
(c) It is a condition of Purchaserrsquos obligation to close title hereunder that
(i) All notes or notices of violations of law or governmental
orders ordinances or requirements affecting the Unit and noted or issued by any
governmental department agency or bureau having jurisdiction which were noted or
issued on or prior to the date hereof shall have been cured by Seller
(ii) Any written notice to Seller from the Condominium (or its
duly authorized representative) that the Unit is in violation of the Declaration By-Laws
or rules and regulations of the Condominium shall have been cured and
(iii) The Condominium is a valid condominium created pursuant
to RPL Art 9-B and the Title Company will so insure
7 Closing Adjustments (a) The following adjustments shall be made as of
1159 PM of the day before the Closing
(i) Real estate taxes and water charges and sewer rents if
separately assessed on the basis of the fiscal period for which assessed except that if
there is a water meter with respect to the Unit apportionment shall be based on the last
available reading subject to adjustment after the Closing promptly after the next reading
is available provided however that in the event real estate taxes have not as of the date
of Closing been separately assessed to the Unit real estate taxes shall be apportioned on
the same basis as provided in the Declaration or By-Laws or in the absence of such
provision based upon the Unitrsquos percentage interest in the Common Elements
(ii) Common charges of the Condominium and
(iii) If fuel is separately stored with respect to the Unit only the
value of fuel stored with respect to the Unit at the price then charged by Sellerrsquos supplier
- 6 -
(as determined by a letter or certificate to be obtained by Seller from such supplier)
including any sales taxes
(b) If at the time of Closing the Unit is affected by an assessment which is
or may become payable in installments then for the purposes of this Contract only the
unpaid installments which are then due shall be considered due and are to be paid by
Seller at the Closing All subsequent installments at the time of Closing shall be the
obligation of Purchaser
(c) Any errors or omissions in computing closing adjustments shall be
corrected This subpara 7(c) shall survive the Closing
(d) If the Unit is located in the City of New York the ldquocustoms in respect
to title closingsrdquo recommended by The Real Estate Board of New York Inc as amended
and in effect on the date of Closing shall apply to the adjustments and other matters
therein mentioned except as otherwise provided herein
8 Right of First Refusal If so provided in the Declaration or By-Laws this
sale is subject to and conditioned upon the waiver of a right of first refusal to purchase
the Unit held by the Condominium and exercisable by the Board Seller agrees to give
notice promptly to the Board of the contemplated sale of the Unit to Purchaser which
notice shall be given in accordance with the terms of the Declaration and By-Laws and
Purchaser agrees to provide promptly all applications information and references
reasonably requested by the Board If the Board shall exercise such right of first refusal
Seller shall promptly refund to Purchaser the Downpayment (which term for all purposes
of this Contract shall be deemed to include interest if any earned thereon) and upon the
making of such refund this Contract shall be deemed cancelled and of no further force or
effect and neither party shall have any further rights against or obligations or liabilities
to the other by reason of this Contract If the Board shall fail to exercise such right of
first refusal within the time and in the manner provided for in the Declaration or By-Laws
or shall declare in writing its intention not to exercise such right of first refusal (a copy of
which writing shall be delivered to Purchaser promptly following receipt thereof) the
parties hereto shall proceed with this sale in accordance with the provisions of this
Contract
9 Processing Fee Seller shall at the Closing pay all fees and charges payable
to the Condominium (andor its managing agent) in connection with this sale and
customarily charged to Sellers by the Condominium including without limitation
any processing fee the legal fees if any of the Condominiumrsquos attorney in connection
with this sale and unless otherwise agreed to by Seller and Purchaser in writing all ldquoflip
taxesrdquo transfer or entrance fees or similar charges if any payable to or for the
Condominium or otherwise for the benefit of the Condominium unit owners which arise
by reason of this sale Purchaser shall pay all fees customarily charged to Purchasers
by the Condominium or Managing Agent
- 7 -
10 No Other Representations Purchaser has examined and is satisfied with the
Declaration By-Laws and rules and regulations of the Condominium or has waived the
examination thereof Purchaser has inspected the Unit its fixtures appliances and
equipment and the personal property if any included in this sale as well as the Common
Elements of the Condominium and knows the condition thereof and subject to subpara
5(f) agrees to accept the same ldquoas isrdquo ie in the condition they are in on the date hereof
subject to normal use wear and tear between the date hereof and the Closing Purchaser
has examined or waived examination of the last audited financial statements of the
Condominium and has considered or waived consideration of all other matters pertaining
to this Contract and to the purchase to be made hereunder and does not rely on any
representations made by any broker or by Seller or anyone acting or purporting to act on
behalf of Seller as to any matters which might influence or affect the decision to execute
this Contract or to buy the Unit or said personal property except those representations
and warranties which are specifically set forth in this Contract
11 Possession Seller shall prior to the Closing remove from the Unit all
furniture furnishings and other personal property not included in this sale shall repair
any damage caused by such removal and shall deliver exclusive possession of the Unit at
the Closing vacant broom-clean and free of tenancies or other rights of use or
possession
12 Access Seller shall permit Purchaser and its architect decorator or other
authorized persons to have the right of access to the Unit between the date hereof and the
Closing for the purpose of inspecting the same and taking measurements at reasonable
times and upon reasonable prior notice to Seller (by telephone or otherwise) Further
Purchaser shall have the right to inspect the Unit at a reasonable time during the 24-hour
period immediately preceding the Closing
13 Defaults and Remedies (a) If Purchaser defaults hereunder Sellerrsquos sole
remedy shall be to retain the Downpayment as liquidated damages it being agreed that
Sellerrsquos damages in case of Purchaserrsquos default might be impossible to ascertain and that
the Downpayment constitutes a fair and reasonable amount of damages under the
circumstances and is not a penalty
(b) If Seller defaults hereunder Purchaser shall have such remedies as
Purchaser shall be entitled to at law or in equity including but not limited to specific
performance
14 Notices Any notice request or other communication (ldquoNoticerdquo) given or
made hereunder (except for the notice required by para 12) shall be in writing and either
(a) sent by any of the parties hereto or their respective attorneys by registered or certified
mail return receipt requested postage prepaid or (b) delivered in person or by overnight
courier with receipt acknowledged to the address given at the beginning of this Contract
for the party to whom the Notice is to be given or to such other address for such party as
said party shall hereafter designate by Notice given to the other party pursuant to this
- 8 -
para 14 or (c) with respect to para 6(a)(viii) or para 18(b) sent by fax to the partyrsquos
attorney Each Notice mailed shall be deemed given on the third business day following
the date of mailing the same and each Notice delivered in person or by overnight courier
shall be deemed given when delivered A copy of each notice sent to a party shall also be
sent to the partyrsquos attorney Each notice sent by fax shall be deemed given when
transmission is confirmed by the senders fax machine The attorneys for the parties are
hereby authorized to give and receive on behalf of their clients all Notices and deliveries
15 Purchaserrsquos Lien The Downpayment and all other sums paid on account of
this Contract and the reasonable expenses of the examination of title to and departmental
violation searches in respect of the Unit are hereby made a lien upon the Unit but such
lien shall not continue after default by Purchaser hereunder
16 Downpayment in Escrow (a) Sellerrsquos attorney (ldquoEscroweerdquo) shall hold the
Downpayment in escrow in a segregated bank account at the depository identified at the
end of this Contract until Closing or sooner termination of this Contract and shall pay
over or apply the Downpayment in accordance with the terms of this para 16 Escrowee
shall hold the Downpayment in a(n) interest-bearing Escrow account for the benefit of
the parties If interest is held for the benefit of the parties it shall be paid to the party
entitled to the Downpayment and the party receiving the interest shall pay any income
taxes thereon If interest is not held for the benefit of the parties the Downpayment shall
be placed in an IOLA account or as otherwise permitted or required by law The Social
Security or Federal Identification numbers of the parties shall be furnished to Escrowee
upon request At Closing the Downpayment shall be paid by Escrowee to Seller If for
any reason Closing does not occur and either party gives Notice (as defined in paragraph
14) to Escrowee demanding payment of the Downpayment Escrowee shall give prompt
Notice to the other party of such demand If Escrowee does not receive Notice of
objection from such other party to the proposed payment within 10 business days after
the giving of such Notice Escrowee is hereby authorized and directed to make such
payment If Escrowee does receive such Notice of objection within such 10 day period or
if for any other reason Escrowee in good faith shall elect not to make such payment
Escrowee shall continue to hold such amount until otherwise directed by Notice from the
parties to this Contract or a final nonappealable judgment order or decree of a court
However Escrowee shall have the right at any time to deposit the Downpayment with the
clerk of a court in the county in which the Unit is located and shall give Notice of such
deposit to Seller and Purchaser Upon such deposit or other disbursement in accordance
with the terms of this para 16 Escrowee shall be relieved and discharged of all further
obligations and responsibilities hereunder
(b) The parties acknowledge that Escrowee is acting solely as a
stakeholder at their request and for their convenience and that Escrowee shall not be
liable to either party for any act or omission on its part unless taken or suffered in bad
faith or in willful disregard of this Contract or involving gross negligence on the part of
Escrowee Seller and Purchaser jointly and severally (with right of contribution) agree to
- 9 -
defend (by attorneys selected by Escrowee) indemnify and hold Escrowee harmless from
and against all costs claims and expenses (including reasonable attorneysrsquo fees) incurred
in connection with the performance of Escroweersquos 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 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 Escroweersquos agreement to the provisions of this para 16 by signing in
the place indicated in this Contract
(e) Escrowee or any member of its firm shall be permitted to act as
counsel for Seller in any dispute as to the disbursement of the Downpayment or any other
dispute between the parties whether or not Escrowee is in possession of the
Downpayment and continues to act as Escrowee
(f) The party whose attorney is Escrowee shall be liable for loss of the
Downpayment
17 FIRPTA Seller represents and warrants to Purchaser that Seller is not a
ldquoforeign personrdquo as defined in IRC sect 1445 as amended and the regulations issued
thereunder (ldquoCode Withholding Sectionrdquo) At the Closing Seller shall deliver to
Purchaser a certificate stating that Seller is not a foreign person in the form then required
by the Code Withholding Section or a withholding certificate from the Internal Revenue
Service In the event Seller fails to deliver the aforesaid certificate or in the event that
Purchaser is not entitled under the Code Withholding Section to rely on such certificate
Purchaser shall deduct and withhold from the Purchase Price a sum equal to 10 thereof
and shall at Closing remit the withheld amount with the required forms to the Internal
Revenue Service
18 Title Report Acceptable Title (a) Purchaser shall promptly after the date
hereof or after receipt of the mortgage commitment letter if applicable order a title
insurance report from the Title Company Promptly after receipt of the title report and
thereafter of any continuations thereof and supplements thereto Purchaser shall forward a
copy of each such report continuation or supplement to the attorney for Seller Purchaser
shall further notify Sellerrsquos attorney of any other objections to title not reflected in such
title report of which Purchaser becomes aware following the delivery of such report
reasonably promptly after becoming aware of such objections
(b) Any unpaid taxes assessments water charges and sewer rents
together with the interest and penalties thereon to a date not less than two days following
- 10 -
the date of Closing and any other liens and encumbrances which Seller is obligated to
pay and discharge or which are against corporations estates or other persons in the chain
of title together with the cost of recording or filing any instruments necessary to
discharge such liens and encumbrances of record may be paid out of the proceeds of the
monies payable at the Closing if Seller delivers to Purchaser at the Closing official bills
for such taxes assessments water charges sewer rents interest and penalties and
instruments in recordable form sufficient to discharge any other liens and encumbrances
of record Upon request made a reasonable time before the Closing Purchaser shall
provide at the Closing separate checks for the foregoing payable to the order of the holder
of any such lien charge or encumbrance and other wise complying with subpara 3(b) If
the Title Company is willing to insure Purchaser that such charges liens and
encumbrances will not be collected out of or enforced against the Unit and is willing to
insure the lien of Purchaserrsquos Institutional Lender (as hereinafter defined) free and clear
of any such charges liens and encumbrances then Seller shall have the right in lieu of
payment and discharge to deposit with the Title Company such funds or to give such
assurances or to pay such special or additional premiums as the Title Company may
require in order to so insure In such case the charges liens and encumbrances with
respect to which the Title Company has agreed so to insure shall not be considered
objections to title
(c) Seller shall convey and Purchaser shall accept fee simple title to the
Unit in accordance with the terms of this Contract subject only to (a) the Permitted
Exceptions and (b) such other matters as (i) the Title Company or any other title insurer
licensed to do business by the State of New York shall be willing without special or
additional premium to omit as exceptions to coverage or to except with insurance against
collection out of or enforcement against the Unit and (ii) shall be accepted by any lender
which has committed in writing to provide mortgage financing to Purchaser for the
purchase of the Unit (ldquoPurchaserrsquos Institutional Lenderrdquo) except that if such
acceptance by Purchaserrsquos Institutional Lender is unreasonably withheld or delayed such
acceptance shall be deemed to have been given
(d) Notwithstanding any contrary provisions in this Contract express or
implied or any contrary rule of law or custom if Seller shall be unable to convey the
Unit in accordance with this Contract (provided that Seller shall release discharge or
otherwise cure at or prior to Closing any matter created by Seller after the date hereof and
any existing mortgage unless this sale is subject to it) and if Purchaser elects not to
complete this transaction without abatement of the Purchase Price the sole obligation and
liability of Seller shall be to refund the Downpayment to Purchaser together with the
reasonable cost of the examination of title to and departmental violation searches in
respect of the Unit and upon the making of such refund and payment this Contract shall
be deemed cancelled and of no further force or effect and neither party shall have any
further rights against or obligations or liabilities to the other by reason of this Contract
However nothing contained in this subpara 18(d) shall be construed to relieve Seller
from liability due to a willful default
- 11 -
19 Risk of Loss Casualty (a) The risk of loss or damage to the Unit or the
personal property included in this sale by fire or other casualty until the earlier of the
Closing or possession of the Unit by Purchaser is assumed by Seller but without any
obligation of Seller to repair or replace any such loss or damage unless Seller elects to do
so as hereinafter provided Seller shall notify Purchaser of the occurrence of any such
loss or damage to the Unit or the personal property included in this sale within 10 days
after such occurrence or by the date of Closing whichever first occurs and by such
notice shall state whether or not Seller elects to repair or restore the Unit andor the
personal property as the case may be If Seller elects to make such repairs and
restorations Sellerrsquos notice shall set forth an adjourned date for the Closing which shall
be not more than 60 days after the date of the giving of Sellerrsquos notice If Seller either
does not elect to do so or having elected to make such repairs and restorations fails to
complete the same on or before said adjourned date for the Closing Purchaser shall have
the following options
(i) To declare this Contract cancelled and of no further force or
effect and receive a refund of the Downpayment in which event neither party shall
thereafter have any further rights against or obligations or liabilities to the other by
reason of this Contract or
(ii) To complete the purchase in accordance with this Contract
without reduction in the Purchase Price except as provided in the next sentence If Seller
carries hazard insurance covering such loss or damage Seller shall turn over to Purchaser
at the Closing the net proceeds actually collected by Seller under the provisions of such
hazard insurance policies to the extent that they are attributable to loss of or damage to
any property included in this sale less any sums theretofore expended by Seller in
repairing or replacing such loss or damage or in collecting such proceeds and Seller shall
assign (without recourse to Seller) Sellerrsquos right to receive any additional insurance
proceeds which are attributable to the loss of or damage to any property included in this
sale
(b) If Seller does not elect to make such repairs and restorations
Purchaser may exercise the resulting option under (i) or (ii) of (a) above only by notice
given to Seller within 10 days after receipt of Sellerrsquos notice If Seller elects to make such
repairs and restorations and fails to complete the same on or before the adjourned closing
date Purchaser may exercise either of the resulting options within 10 days after the
adjourned closing date
(c) In the event of any loss of or damage to the Common Elements which
materially and adversely affects access to or use of the Unit arising after the date of this
Contract but prior to the Closing Seller shall notify Purchaser of the occurrence thereof
within 10 days after such occurrence or by the date of Closing whichever occurs first in
which event Purchaser shall have the following options
- 12 -
(i) To complete the purchase in accordance with this Contract
without reduction in the Purchase Price or
(ii) To adjourn the Closing until the first to occur of (1)
completion of the repair and restoration of the loss or damage to the point that there is no
longer a materially adverse effect on the access to or use of the Unit or (2) the 60th day
after the date of the giving of Sellerrsquos aforesaid notice In the event Purchaser elects to
adjourn the Closing as aforesaid and such loss or damage is not so repaired and restored
within 60 days after the date of the giving of Sellerrsquos aforesaid notice then Purchaser
shall have the right either to (x) complete the purchase in accordance with this Contract
without reduction in the Purchase Price or (y) declare this Contract cancelled and of no
further force or effect and receive a refund of the Downpayment in which latter event
neither party shall thereafter have any further rights against or obligations or liabilities
to the other by reason of this Contract
(d) In the event of any loss of or damage to the Common Elements which
does not materially and adversely affect access to or use of the Unit Purchaser shall
accept title to the Unit in accordance with this Contract without abatement of the
Purchase Price
20 Internal Revenue Service Reporting Requirement Each party shall
execute acknowledge and deliver to the other party such instruments and take such other
actions as such other party may reasonably request in order to comply with IRC sect
6045(e) as amended or any successor provision or any regulations promulgated pursuant
thereto insofar as the same requires reporting of information in respect of real estate
transactions The provisions of this para 20 shall survive the Closing The parties
designate _________________________________ as the attorney responsible for
reporting this information as required by law
21 Broker Seller and Purchaser represent and warrant to each other that the only
real estate broker with whom they have dealt in connection with this Contract and the
transaction set forth herein is ______________________________ and that they know of
no other real estate broker who has claimed or may have the right to claim a commission
in connection with this transaction The commission of such real estate broker shall be
paid by Seller pursuant to separate agreement If no real estate broker is specified above
the parties acknowledge that this Contract was brought about by direct negotiation
between Seller and Purchaser and each represents to the other that it knows of no real
estate broker entitled to a commission in connection with this transaction Seller and
Purchaser shall indemnify and defend each other against any costs claims or expenses
(including reasonable attorneysrsquo fees) arising out of the breach on their respective parts of
any representation warranty or agreement contained in this para 21 The provisions of
this para 21 shall survive the Closing or if the Closing does not occur the termination of
this Contract
- 13 -
22 Mortgage Commitment Contingency (Delete paragraph if inapplicable) (a)
The obligation of Purchaser to purchase under this Contract is conditioned upon issuance
on or before ____________ days after a fully executed copy of this Contract is given to
Purchaser or Purchaserrsquos attorney in the manner set forth in paragraph 14 or
subparagraph 22(k) (the ldquoCommitment Daterdquo) 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 Purchasers sole cost and expense of $______________ for a term of at least _______
years (or such lesser sum or shorter term as Purchaser shall be willing to accept) at the
prevailing fixed or adjustable rate of interest and on other customary commitment terms
(the ldquoCommitmentrdquo) To the extent a Commitment is conditioned on the sale of
Purchaserrsquos current home payment of any outstanding debt no material adverse change
in Purchaserrsquos 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 Lenderrsquos approval of an appraisal shall not be deemed a ldquoCommitmentrdquo
hereunder until an appraisal is approved (and if that does not occur before the
Commitment Date Purchaser may cancel under subparagraph 22(e) unless the
Commitment Date is extended) Purchaserrsquos 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 Purchaserrsquos
election more than one Institutional Lender for such mortgage loan (ii) furnish accurate
and complete information regarding Purchaser and members of Purchaserrsquos 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 22(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 (ldquoMortgage Brokerrdquo) shall constitute full compliance with
the terms and conditions set forth in subparagraph 22(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 22
- 14 -
(e) If no Commitment is issued by the 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 22(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 22
(f) If this Contract is canceled by Purchaser pursuant to subparagraphs
22(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 21
(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 22(a) then Purchaser shall be deemed to have waived
Purchaserrsquos right to cancel this Contract and to receive a refund of the Downpayment by
reason of the contingency contained in this paragraph 22
(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 of its obligations under this
paragraph 22) and except as set forth in paragraph 21
(i) The attorneys for the parties are hereby authorized to give and receive
on behalf of their clients all Notices and deliveries under this paragraph 22
(j) For purposes of this Contract the term ldquoInstitutional Lenderrdquo 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
(k) For purposes of subparagraph (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
- 15 -
23 Gender Etc As used in this Contract the neuter includes the masculine and
feminine the singular includes the plural and the plural includes the singular as the
context may require
24 Entire Contract All prior understandings and agreements between Seller and
Purchaser are merged in this Contract and this Contract supersedes any and all
understandings and agreements between the parties and constitutes the entire agreement
between them with respect to the subject matter hereof
25 Captions The captions in this Contract are for convenience and reference
only and in no way define limit or describe the scope of this Contract and shall not be
considered in the interpretation of this Contract or any provision hereof
26 No Assignment by Purchaser Purchaser may not assign this Contract or any
of Purchaserrsquos rights hereunder
27 Successors and Assigns Subject to the provisions of para 26 the provisions
of this Contract shall bind and inure to the benefit of both Purchaser and Seller and their
respective distributees executors administrators heirs legal representatives successors
and permitted assigns
28 No Oral Changes This Contract cannot be changed or terminated orally Any
changes or additional provisions must be set forth in a rider attached hereto or in a
separate written agreement signed by both parties to this Contract
29 Contract Not Binding Until Signed This Contract shall not be binding or
effective until properly executed and delivered by Seller and Purchaser
30 Lead-Based Paint If applicable the complete and fully executed disclosure
of information on lead-based paint andor lead-based paint hazards is attached hereto and
made a part hereof
IN WITNESS WHEREOF the parties hereto have duly executed this Contract
on the day and year first above written
Seller Purchaser
_________________________________ ____________________________________
- 16 -
Agreed to as to para 16 ________________________________
Giddins Claman LLP Escrowee
Escrow Depository
Address
SCHEDULE A - Permitted Exceptions
1 Zoning laws and regulations and landmark historic or wetlands designation
which are not violated by the Unit and which are not violated by the Common Elements
to the extent that access to or use of the Unit would be materially and adversely affected
2 Consents for the erection of any structure or structures on under or above any
street or streets on which the Building may abut
3 The terms burdens covenants restrictions conditions easements and rules
and regulations set forth in the Declaration By-Laws and rules and regulations of the
Condominium the Power of Attorney from Purchaser to the board of managers of the
Condominium and the floor plans of the Condominium all as may be amended from time
to time
4 Rights of utility companies to lay maintain install and repair pipes lines
poles conduits cable boxes and related equipment on over and under the Building and
Common Elements provided that none of such rights imposes any monetary obligation
on the owner of the Unit or materially interferes with the use of or access to the Unit
5 Encroachments of stoops areas cellar steps trim cornices lintels window
sills awnings canopies ledges fences hedges coping and retaining walls projecting
from the Building over any street or highway or over any adjoining property and
encroachments of similar elements projecting from adjoining property over the Common
Elements
6 Any state of facts which an accurate survey or personal inspection of the
Building Common Elements or Unit would disclose provided that such facts do not
prevent the use of the Unit for dwelling purposes For the purposes of this Contract none
of the facts shown on the survey if any identified below shall be deemed to prevent the
use of the Unit for dwelling purposes and Purchaser shall accept title subject thereto
- 17 -
The survey referred to in No 6 above was prepared by
___________________________ dated _____________________ and last revised
____________________
7 The lien of any unpaid common charge real estate tax water charge sewer
rent or vault charge provided the same are paid or apportioned at the Closing as herein
provided
8 The lien of any unpaid assessments to the extent of installments thereof
payable after the Closing
9 Liens encumbrances and title conditions affecting the Common Elements
which do not materially and adversely affect the right of the Unit owner to use and enjoy
the Common Elements
10 Notes or notices of violations of law or governmental orders ordinances or
requirements (a) affecting the Unit and noted or issued subsequent to the date of this
Contract by any governmental department agency or bureau having jurisdiction and (b)
any such notes or notices affecting only the Common Elements which were noted or
issued prior to or on the date of this Contract or at any time hereafter
11 Any other matters or encumbrances subject to which Purchaser is required to
accept title to the Unit pursuant to this Contract
ABOUT THE SPEAKERS
Lisa Lippman Senior Vice President and Director was the 1 broker at Brown Harris Stevens in 2009 With 13 years of experience selling real estate Lisa specializes in the sale of high end cooperatives condominiums and townhomes throughout Manhattan As is clear from her record even in tough times Lisa manages to both sell and find homes for her clients
Other awards Lisa has won in the last few years include
middotWall Street Journal top 400-Lisa was 11 in the nation and 2 in Manhattan 2009middotWall Street Journal top 50 brokers in America 2007middotBrown Harris Stevens Westside Office Broker of the Year All Years 2006 - 2009 middotBrown Harris Stevens Westside Office Listing Broker of the Year 2007 2008 2009middotBrown Harris Stevens Largest New Development Deal of the Year 2009
Prior to becoming a real estate broker Lisa spent several years as a lawyer practicing litigation at two prestigious law firms She graduated from The University of Pennsylvania in 1986 and earned her law degree from Cardozo in 1990 Lisarsquos legal background affords her a keen understanding of the negotiation process as well as the complexities needed to complete the deal
A New York City resident for 24 years Lisa offers impeccable knowledge of the market as it applies across all neighborhoods She has lived downtown on the Upper East Side and has now resided on the Upper West Side for the past 14 years Additionally as the mother of three children Lisa is personally involved in the decisions all buyers face in choosing a neighborhood and a home
Lisa takes pride in being a straight-forward intelligent and honest broker She understands the individual needs of each client as well as their comfort with the purchase andor sale process Her listening talents combined with her unbeatable memory work ethic and negotiation skills allow her to service her buyers and sellers most effectively Lisa is also active in the New York community including the UJA and her childrenrsquos school All of this enables her to offer a well-rounded approach to navigating the New York real estate landscape bringing to life the nuances and charms that the City and its real estate market have to offer
LISA LIPPMANSenior Vice PresidentDirector
Lisa Lippman bull 212- 588-5606 bull fax 212-418-9733 bull llippmanbhsusacom
GIDDINS bull CLAMAN LLP
Attorneys at Law
675 THIRD AVENUE
29TH
FLOOR
NEW YORK NEW YORK 10017
(212)573-6703
FAX (212)949-1923 Paul M Giddins
Scott Claman
Giddins Claman LLP ndash Firm Biography
Giddins Claman LLP (formerly Giddins Claman amp Langs LLP) was
established in 1988 by Paul M Giddins formerly an Assistant District Attorney in
the New York County District Attorneyrsquos Office For over 20 years the firm has
specialized in real estate matters in the New York City metropolitan area with an
active transactional real estate practice Mr Giddins has specialized in residential
real estate during that time In addition to purchase sale and refinance transactions
Mr Giddins represents cooperative apartment boards of directors and condominium
boards of managers Mr Giddins also regularly gives lectures and seminars on real
estate matters for many of the prominent real estate brokerage firms in New York
Scott Claman has been in the practice of law in New York for over 26 years
and joined the firm as a member in 1996 having previously been a partner at a law
firm that specialized in the representation of cooperative apartment boards of
directors and condominium boards of managers Mr Claman is regularly engaged
in a variety of transactional real estate matters ranging from commercial leasing
mortgage financing and asset dispositions to individual apartment and house sales
In addition to individual and institutional owners of residential and commercial real
estate Mr Claman also represents cooperative apartment boards of directors and
condominium boards of managers and has given numerous lectures and seminars
on real estate matters for the Real Estate Board of New York and for many of the
prominent real estate brokerage firms in New York
Steven M Nachman serves as Of Counsel to the firm in connection with
commercial and general litigation matters Mr Nachman formerly associated with
the firm of Stroock amp Stroock amp Lavan has over 20 years of civil litigation
experience
Giddins Claman LLP is proud to provide our clients with the benefits of our
collective experience as seasoned litigators and transactional real estate specialists
while maintaining our personal commitment to represent our clients in a manner
associated with a smaller practice
ManhattanResidential Market Report
Fourth Quarter 2010
Manhattan Cooperatives and Condominiums
2 Fourth Quarter 2010
Average and Median Sale Price
Cooperative Average Sale Price
Condominium Average Sale Price
Cover Property BrownHarrisStevenscom WEB272151
Average Sale Price Median Sale Price
Prices for Manhattan apartments continued to edge upward
as their average sale price of $1432787 was 8 higher
than a year ago This marked the sixth straight quarter that
the average price has risen While the number of recorded
transactions fell 25 from a year ago the fourth quarter of 2009
was uncharacteristically busy due to pent-up demand after the
collapse of Lehman Brothers had frozen the market earlier that year
The average co-op price continued to rise sharply as
more buyers favored larger apartments compared to a year ago Two-bedroom and larger
units accounted for 45 of co-op sales up from 40 a year ago This helped push
the overall average co-op price up 17 from 2009rsquos fourth
quarter to $1158333
Condo prices averaged $1751219 during the fourth
quarter 1 higher than a year ago One-bedrooms posted the
biggest increase in average price rising 9 over the past year
to $844964
Studio 1-Bedroom 2-Bedroom 3+Bedroom All
4th Q 10 $342545 $593718 $1231116 $3150700 $1158333
3rd Q 10 $366086 $606444 $1206257 $3049980 $1156733
2nd Q 10 $356696 $597311 $1301392 $2872496 $1065814
1st Q 10 $334307 $587538 $1132150 $3098881 $1079195
4th Q 09 $345725 $585238 $1133967 $3001012 $990921
Studio 1-Bedroom 2-Bedroom 3+Bedroom All
4th Q 10 $495002 $844964 $1637638 $4567750 $1751219
3rd Q 10 $495876 $809514 $1596021 $3835376 $1724180
2nd Q 10 $464559 $840829 $1570772 $3922994 $1686690
1st Q 10 $529970 $819785 $1608375 $4250098 $1730415
4th Q 09 $554568 $772525 $1583362 $4574080 $1732362
Average Sale Price Median Sale Price
$1600000
$1400000
$1200000
$1000000
$800000
$400000
$600000
$1369883 $820000
1Q10
$1324504 $800000
4Q09
$1432787 $840000
4Q10
$1423378 $890000
3Q10
$1377135 $842779
2Q10
Fourth Quarter 2010 3
New Developments Lofts
Time on the Market
Excludes new developments and units listed over one year Based on the last asking price Excludes new developments
Average Price Per Square Foot
New development prices averaged $1099 per square foot 11 less than during the fourth quarter of 2009 This was due in part to an increase in the percent of new development sales in Northern Manhattan from 9 a year ago to 15 At $1052 the average price per square foot for loft apartments was 3 higher than during 2009rsquos fourth quarter
Apartments sold during the quarter spent an average of 113 days on the market 14 less time than a year ago Sellers received 955 of the last asking price up slightly from the fourth quarter of 2009
Asking Vs Selling Price
$700
$900
$1100
$1300 $1099
4Q10
$1238
4Q09
$1146
1Q10 2Q10
$1176
$700
$900
$1100
$1300 $1052
4Q10
$1017
4Q09
$1037
1Q10
$1066
2Q10
$1112
3Q10
$1077
3Q10
75 days
100 days
125 days
150 days 113
4Q10
132
4Q09
119
1Q10
112
2Q10
85
90
95
100 955
4Q10
954
4Q09
962
1Q10
97
3Q10
959
3Q10
966
2Q10
Generally 59th to 96th Street Fifth Avenue to the East River
Cooperative Condominium
East sidE
4 Fourth Quarter 2010
Average Price Per Square Foot
At an average of $1581971 prices for two-bedroom East Side
apartments were 14 higher than a year ago The average price fell
13 for three-bedroom and larger apartments due in part to 2 closings
of over $30 million a year ago inflating that figure Co-ops fared better than condos as the average
price per room rose for both prewar and postwar co-ops over the past year
while the average condo price per square foot fell
Average Price Per Room
4Q09 4Q10
Studio 1-Bedroom 2-Bedroom 3+Bedroom
Percent of Sales
4th Q 09 10 35 36 19
4th Q 10 11 39 28 22
Average Price
4th Q 09 $351462 $647300 $1383364 $4146087
4th Q 10 $355459 $647207 $1581971 $3605513
Change 1 0 14 -13
$100000
$300000
$150000
$200000
$250000
$350000
$400000
$50000
$200
$1000
$400
$600
$800
$1200
$1400
$0
Postwar
$204713 $210559
Prewar
$348425 $383335
4Q10
$1126
4Q09
$1168
Generally 59th to 110th Street Hudson River to West of Fifth Avenue
WEst sidE
Fourth Quarter 2010 5
Cooperative CondominiumAverage Price Per Room Average Price Per Square Foot
With the exception of studios prices rose for all other size categories of apartments on
the West Side led by a 21 gain in the average price for
three-bedroom and larger units This increase was helped by
535 West End Avenue whose three-bedroom closing prices averaged over $115 million
in the fourth quarter Co-ops remained strong as the average
price per room rose 21 for prewar and 12 for postwar co-ops on the West Side The average condo price per square
foot rose 3 to $1309 making the West Side the only
area where both co-op and condo prices were higher
than a year ago
4Q09 4Q10
Studio 1-Bedroom 2-Bedroom 3+Bedroom
Percent of Sales
4th Q 09 10 37 37 16
4th Q 10 8 33 38 21
Average Price
4th Q 09 $417466 $656421 $1326640 $3325062
4th Q 10 $391228 $766529 $1378920 $4030338
Change -6 17 4 21
$125000
$225000
$150000
$175000
$200000
$250000
$275000
$100000
$200
$1000
$400
$600
$800
$1200
$1400
$0
4Q09
$1267
4Q10
$1309
Prewar
$215967 $260653
Postwar
$189264 $212348
MidtoWn East Generally 34th to 59th Street Fifth Avenue to the East River
MidtoWn
MidtoWn WEst Generally 34th to 59th Street Hudson River to West of Fifth Avenue
6 Fourth Quarter 2010
Cooperative Condominium
Cooperative Condominium
Average Price Per Room Average Price Per Square Foot
Average Price Per Room Average Price Per Square Foot
A couple of high-end closings at The Plaza and One Beacon Court helped bring the average condo price per square foot 27 higher in the Midtown East market compared
to a year ago The average price per room fell 5 for prewar while rising
8 for postwar co-ops
The average price per square foot rose 12 for condos over the
past year in the Midtown West market A number of closings at The Sheffield and Platinum
helped bring up this figure The average price per room fell for
both prewar and postwar co-ops in this market compared
to a year ago
$175000
$100000
$125000
$150000
$200000
$225000
$1000
$250
$500
$750
$1250
$1500
4Q09 4Q10
$212198 $200857
Prewar
$188662 $204639
Postwar
$1171
4Q09
$1485
4Q10
$252044 $199029 $231213 $221850 $1180$1055
4Q10Prewar Postwar 4Q09
$1000
$250
$500
$750
$1250
$1500
4Q09 4Q10
$200000
$50000
$100000
$150000
$250000
$300000
Cooperative Condominium
Fourth Quarter 2010 7
Average Price Per Room Average Price Per Square Foot
South of 34th Street
doWntoWn
While the average price fell 23 for three-bedroom and
larger apartments Downtown from a year ago a large
number of closings at the Superior Ink building inflated 2009rsquos figure This also is a reason why the overall condo
price per square foot fell 10 from a year ago The average
co-op price per room rose 13 for prewar and 4 for
postwar units from 2009rsquos fourth quarter
4Q09 4Q10
Studio 1-Bedroom 2-Bedroom 3+Bedroom
Percent of Sales
4th Q 09 17 43 28 12
4th Q 10 16 41 31 12
Average Price
4th Q 09 $452722 $704292 $1615877 $4665379
4th Q 10 $444618 $741919 $1581625 $3605513
Change -2 5 -2 -23
Prewar
$208503 $235826
Postwar
$188600 $195854
$100000
$200000
$125000
$150000
$175000
$225000
$250000
$75000
$800
$1200
$900
$1000
$1100
$1300
$1400
$700
4Q09
$1326
4Q10
$1194
Cooperative CondominiumAverage Price Per Room Average Price Per Square Foot
Generally North of 96th Street on the East Side and 110th Street on the West Side
NEW YORK CITY bull PALM BEACH bull THE HAMPTONS bull NORTH FORK 2129069200
EAST SIDE445 Park AvenueHall F Willkie PresidentRuth McCoy EVPManaging Director of Sales
UPPER EAST SIDE1121 Madison AvenuePeter R Marra EVPManaging Director of Sales
EDWARD LEE CAVE DIVISION790 Madison AvenueCaroline E Y GuthriePresident
WEST SIDE1926 BroadwayJames M Gricar EVP Managing Director of Sales
BROOKLYN HEIGHTS129 Montague StreetChristopher Thomas EVPManaging Director of Sales
PARK SLOPE100 Seventh AvenueMaryAnn Albano EVPManaging Director of Sales
NEW DEVELOPMENT445 Park Avenue James M GricarManaging DirectorBrown Harris Stevens On-Site Marketing and Sales
Prepared by Gregory Heym Chief Economist Brown Harris Stevenscopy2010 by Brown Harris Stevens All Rights Reserved This information may not be copied used or distributed without Brown Harris Stevensrsquo consent While information is believed true no guaranty is made of accuracy
While the average price fell for three-bedroom and larger apartments it was higher for
all other size categories in Northern Manhattan Condo
prices rose slightly as their average price per square foot of $566 was up 1 from a
year ago The average price per room fell for both prewar and
postwar co-ops compared to a year ago
This report is based on 1901 reported Manhattan apartment sales 25 less than were reported during last yearrsquos comparable period
VILLAGE2 Fifth AvenueKevin Kovesci EVPManaging Director of Sales
TRIBECA43 North MooreKevin Kovesci EVPManaging Director of Sales
northErn Manhattan
Studio 1-Bedroom 2-Bedroom 3+Bedroom
Percent of Sales
4th Q 09 6 35 43 16
4th Q 10 8 38 38 16
Average Price
4th Q 09 $227611 $352759 $567332 $1101778
4th Q 10 $319798 $394509 $577071 $710832
Change 41 12 2 -35
$100
$500
$200
$300
$400
$600
$700
$0
4Q09 4Q10
4Q09
$563
4Q10
$566
$70000
$110000
$80000
$90000
$100000
$120000
$130000
$60000
Prewar
$120601 $97757
Postwar
$110104 $106330
Faculty Biographies
REAL PROPERTY SECTION gt Officer Bio
Chair Leo Genn Esq
Office Address Northside Center for Child Development 1301 Fifth Ave New York NY 10029-3119
Phone 212-426-3406 Fax 212-410-7561 Email lgenn_esqyahoocom
After working briefly as a litigator Mr Genn became House Counsel at NorthsideCenter for Child Development a Manhattan-based not for profit where he handles contract negotiations commercial leasing property management and insurance issues Mr Genn also writes government grants Before law school Mr Genn spent eight years managing commercial and residential real estate in New York City Mr Genn has also worked for New York Citys Office of Economic Development In March 2002 Mr Genns article on the notice requirements in foreclosure proceedings appeared on thecover of the New York Real Estate Law Reporter Mr Gennrsquos favorite law quote is Oliver Wendell Holmes remark A word is not a crystal transparent and unchanged it isthe skin of a living thought and may vary greatly in color and content according to thecircumstances and time in which it is used Mr Gennrsquos favorite case is Raffles v
ichelhaus and his favorite legal fiction is promissory estoppel W
Paul M Giddins Partner
Giddins Claman LLP Paul M Giddins is a partner at Giddins Claman LLP a law firm in New York City Mr Giddins received a Bachelor of Arts degree from Trinity College- Hartford and a law degree from American University Washington School of Law
LISA LIPPMAN | Senior Vice President Director | Licensed Associate Real Estate Broker
printer friendly page
1926 Broadway New York NY 10023 Tel (212) 588-5606 Fax (212) 418-9733 llippmanbhsusacom download contact info view current listings view sold listings
FEATURED PROPERTY - UPPER EAST SIDE
2COOPERATIVE
25 EAST 79TH STREET
rice $1299000
isting ID 1127158
PBedrooms 2 Baths 20 L
Lisa Lippman Senior Vice President and Director was the 1 broker at Brown Harris Stevens in 2009 With 13 years of experience selling real estate Lisa specializes in the sale of high end cooperatives condominiums and townhomes throughout Manhattan As is clear from her record even in tough times Lisa manages to both sell and find homes for her clients Other awards Lisa has won in the last few years include middotWall Street Journal top 400-Lisa was 11 in the nation and 2 in Manhattan 2009 middotWall Street Journal top 50 brokers in America 2007 middotBrown Harris Stevens Westside Office Broker of the Year All Years 2006 - 2009 middotBrown Harris Stevens Westside Office Listing Broker of the Year 2007 2008 2009 middotBrown Harris Stevens Largest New Development Deal of the Year 2009 Prior to becoming a real estate broker Lisa spent several years as a lawyer practicing litigation at two prestigious law firms She graduated from The University of Pennsylvania in 1986 and earned her law degree from Cardozo in 1990 Lisas legal background affords her a keen understanding of the negotiation process as well as the complexities needed to complete the deal A New York City resident for 24 years Lisa offers impeccable knowledge of the market as it applies across all neighborhoods She has lived downtown on the Upper East Side and has now resided on the Upper West Side for the past 14 years Additionally as the mother of three children Lisa is personally involved in the decisions all buyers face in choosing a neighborhood and a home Lisa takes pride in being a straight-forward intelligent and honest broker She understands the individual needs of each client as well as their comfort with the purchase andor sale process Her listening talents combined with her unbeatable memory work ethic and negotiation skills allow her to service her buyers and sellers most effectively Lisa is also active in the New York community including the UJA and her childrens school All of this enables her to offer a well-rounded approach to navigating the New York real estate landscape bringing to life the nuances and charms that the City and its real estate market have to offer
April 2009
ESTIMATED RESIDENTIAL CLOSING COSTS IN NEW YORK CITY
Broker As provided in exclusive with broker
Own Attorney Approx $2000 +- as negotiated
Managing Agentrsquos Fee Approx $500 + as determined by building
Move-out Deposit or Fee Approx $1000 as determined by building
New York City Transfer Tax 1 of entire gross purchase price if price is $500000 or under or 1425 of entire gross purchase price if price exceeds $500000
New York State Transfer Tax 04 (004) of gross purchase price
Bank Satisfaction of Mortgage Fees Approx $450 as determined by bank
Recording ACRIS other fees Approx $150
Gains Tax Withholding (Out of State Seller) 897 of gain
Non ndash US Resident (FIRPTA) 10 of price withheld or paid
Stock Transfer Tax (Co-ops Only) $005share
FOR The SelleR
Mortgage Recording Tax and Title Insurance not required for Co-ops though title insurance is available for Co-ops at other rates
For Bulk Sale Multi Family and Commercial Property NYC Transfer Tax Rates $1425 under $500000 2625 above Mortgage Recording Tax Rates 205 under $500000 28 above $500000
When purchasing a condominium unit directly from a Sponsor the Purchaser may be required to pay New York City and New York State Transfer Taxes (See ldquoFor The Sellerrdquo section above for amounts) as well as the Sponsorrsquos attorneyrsquos fee (typically around $1500)
All costs are estimated and will vary based on transaction specifics changes in rates and taxes and other factors No representation is made as to the accuracy of these estimates Parties to transactions must consult their own counsel and refer to transaction specifics for verification of all costs
Own Attorney Approx $2000 +- as negotiated
Bank Fees (application credit appraisal bank attorney and miscellaneous) Approx $2200 as determined by bank
Short-term Interest One month max (prorated for month of closing)
Miscellaneous Recording Fees Approx $500
Mortgage Recording Fee205 of entire amount of Mortgage on Loans $500000 or under or 2175 of entire amount of Mortgage on Loans exceeding $500000
Fee Title Insurance Approx $8000 for $2000000 NYC condo based on rate schedule
Mortgagee Title Insurance Approx $1500 for $1500000 NYC condo mortgage based on rate schedule
Miscellaneous Title Charges Approx $500
Managing Agentrsquos Fee Approx $500 as determined by building
Adjustments
Common Charges Approx 1 month (prorated for month of closing)
Real estate Tax escrow Approx 8 months (prorated to closing plus 6 month escrow may include insurance)
Mansion Tax 1 of entire gross purchase price if purchase price exceeds $1000000
Move-in Deposit or Fee Approx $1000 as determined by building
lien Search (Co-ops Only) Approx $350
FOR The PURChASeR
123 - Contract of sale cooperative apartment 7-01
Prepared by The Committee on Condominiums and Cooperatives of the Real Property Section of the New York State Bar Association
CONSULT YOUR LAWYER BEFORE SIGNING THIS AGREEMENT
Contract of Sale - Cooperative Apartment
This Contract is made as of October 2010 between the Seller and the Purchaser identified below
1 Certain Definitions and Information
11 The Parties are
111 Seller
Prior names used by Seller
Address
New York NY
S S No
112 Purchaserrdquo
Address
New York NY
S S No
12 The Attorneys are (name address and telephone fax)
121 Sellers Attorneyrdquo
Giddins Claman LLP
675 Third Avenue 29th Floor
New York NY 10017
Attn Paul M Giddins Esq
(212)573-6703 Fax (212)949-1923
pgiddinsgcl-lawcom
122 Purchasers Attorney
13 The Escrowee is the Sellers Attorney
14 The Managing Agent is (name address and telephone fax)
15 The real estate Broker(s) (see para 12) isare
Lisa Lippman
Company Name Brown Harris Stevens
16 The name of the cooperative housing corporation (Corporation) is
17 The Unit number is
18 The Unit is located in Premises known as
19 The Shares are the shares of the Corporation allocated to the Unit
110 The Lease is the Corporations proprietary lease or occupancy agreement for the Unit given by the Corporation which expires on
111 Personalty is the following personal property to the extent existing in the Unit on the date hereof the refrigerators freezers ranges ovens built-in microwave ovens dishwashers garbage disposal units cabinets and
counters lighting fixtures chandeliers wall-to-wall carpeting plumbing and heating fixtures central air conditioning andor window or sleeve units washing machines dryers screens and storm windows window treatments switch plates door hardware mirrors built-ins not excluded in Paragraph 112 and
112 Specifically excluded from this sale is all personal property not included in para 111 and
113 The sale [does] [does not] include Sellers interest in
Storage Servants Room Parking Space (Included Interests)
114 The Closing is the transfer of ownership of the Shares and Lease
115 The date scheduled for Closing is 2010
(Scheduled Closing Date) at 200 PM (See para 9 and 10)
116 The Purchase Price is $
1161 The Contract Deposit is $
1162 The Balance of the Purchase Price due at Closing is
$ (See para 222)
117 The monthly Maintenance charge is $ (See para 4)
118 The Assessment if any payable to the Corporation at the date of this Contract is $ payable as follows
119 SellerPurchaser shall pay the Corporations flip tax transfer fee (apart from the transfer agent fee) andor waiver of option fee (Flip Tax) if any
120 Financing Options (Delete two of the following parapara 1 20 1 1202 or 1203)
1201 Purchaser may apply for financing in connection with this sale and Purchasers obligation to purchase under this Contract is contingent upon issuance of a Loan Commitment Letter by the Loan Commitment Date (para 1812)
1202 Purchaser may apply for financing in connection with this sale but Purchasers obligation to purchase this Contract is not contingent upon issuance of a Loan Commitment Letter
1203 Purchaser shall not apply for financing in connection with this sale
121 If para 120 1 or 1202 applies the Financing Terms for para 18 are A loan of $ for a term of 30 years or such lesser amount or shorter term as applied for or acceptable to Purchaser and the Loan Commitment Date for para 18 is 30 calendar days after the Delivery Date
122 The Delivery Date of this Contract is the date on which a fully executed counterpart of this Contract is deemed given to and received by Purchaser or Purchasers Attorney as provided in para 173
123 All Proposed Occupants of the Unit are
1231 persons and relationship to Purchaser
Purchasers
1232 pets
124 The Contract Deposit shall be held in [a non] [an] IOLA escrow account If the account is a non-IOLA account then interest shall be paid to the Party entitled to the Contract Deposit The Party receiving the interest shall pay any income taxes thereon The escrow account shall be a segregated bank account at
Depository XXXX Bank
Address (See para 27)
125 This Contract is [not] continued on attached rider(s)
2 Agreement to Sell and Purchase Purchase Price Escrow
21 Seller agrees to sell to Purchaser and Purchaser agrees to purchase from Seller the Sellers Shares Lease Personalty and any Included Interests and all other items included in this sale for the Purchase Price and upon the terms and conditions set forth in this Contract
22 The Purchase Price is payable to Seller by Purchaser as follows
221 the Contract Deposit at the time of signing this Contract by Purchasers good check to the order of Escrowee and
222 the Balance at Closing only by cashiers or official bank check or certified check of Purchaser payable to the direct order of Seller The check(s) shall be drawn on and payable by a branch of a commercial or savings bank savings and loan association or trust company located in the same City or County as the Unit Seller may direct on reasonable Notice (defined in para 17) prior to Closing that all or a portion of the Balance shall be made payable to persons other than Seller (see para 177)
3 Personalty
31 Subject to any rights of the Corporation or any holder of a mortgage to which the Lease is subordinate this sale includes all of the Sellers interest if any in the Personalty and the Included Interests
32 No consideration is being paid for the Personalty or for the Included Interests nothing shall be sold to Purchaser if the Closing does not occur
33 Prior to Closing Seller shall remove from the Unit all the furniture furnishings and other property not included in this sale and repair any damage caused by such removal
4 Representations and Covenants
41 Subject to any matter affecting title to the Premises (as to which Seller makes no representations or covenants) Seller represents and covenants that
4 11 Seller is and shall at Closing be the sole owner of the Shares Lease Personalty and Included Interests with the full right power and authority to sell and assign them Seller shall make timely provision to satisfy existing security interest(s) in the Shares and Lease and have the same delivered at Closing (See para 101)
412 the Shares were duly issued fully paid for and are non-assessable
413 the Lease is and will at Closing be in full force and effect and no notice of default under the Lease is now or will at Closing be in effect
414 the Maintenance and Assessments payable as of the date hereof are as specified in para 117 and 118
415 as of this date Seller neither has actual knowledge nor has received any written notice of any increase in Maintenance or any Assessment which has been adopted by the Board of Directors of the Corporation and is not reflected in the amounts set forth in parapara 117 and 118
416 Seller has not made any material alterations or additions to the Unit without any required consent of the Corporation or to Sellers actual knowledge without compliance with all applicable law This provision shall not survive Closing
417 Seller has not entered into shall not enter into and has no actual knowledge of any agreement (other than the Lease) affecting title to the Unit or its use andor occupancy after Closing or which would be binding on or adversely affect Purchaser after Closing (eg a sublease or alteration agreement)
418 Seller has been known by no other name for the past 10 years except as set forth in para 111
419 at Closing in accordance with para 152
4191 there shall be no judgments outstanding against Seller which have not been bonded against collection out of the Unit (Judgments)
4192 the Shares Lease Personalty and any Included Interests shall be free and clear of liens (other than the Corporations general lien on the Shares for which no monies shall be owed) encumbrances and adverse interests (Liens)
4193 all sums due to the Corporation shall be fully paid by Seller to the end of the payment period immediately preceding the date of Closing
4194 Seller shall not be indebted for labor or material which might give rise to the filing of a notice of mechanics lien against the Unit or the Premises and
4195 no violations shall be of record which the owner of the Shares and Lease would be obligated to remedy under the Lease
42 Purchaser represents and covenants that
421 Purchaser is acquiring the Shares and Lease for primary residential occupancy of the Unit solely by the Proposed Occupants identified in para 1 23
422 Purchaser is not and within the past 7 years has not been the subject of a bankruptcy proceeding
423 if para 1203 applies Purchaser shall not apply for financing in connection with this purchase
424 Each individual comprising Purchaser is over the age of 18 and is purchasing for Purchasers own account (beneficial and of record)
425 Purchaser shall not make any representations to the Corporation contrary to the foregoing and shall provide all documents in support thereof required by the Corporation in connection with Purchasers application for approval of this transaction and
426 there are not now and shall not be at Closing any unpaid tax liens or monetary judgments against Purchaser
43 Each Party covenants that its representations and covenants contained in para 4 shall be true and complete at Closing and except for para 416 shall survive Closing but any action based thereon must be instituted within one year after Closing
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 Corporations 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 Corporations shareholders under Internal Revenue Code (IRC) sect216 (or any successor statute)
6 Required Approval and References
61 This sale is subject to the unconditional consent of the Corporation
62 Purchaser shall in good faith
621 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 or if para 1201 or 1202 applies and the Loan Commitment Letter is required by the Corporation within 3 business days after the earlier of (i) the Loan Commitment Date (defined in para 12 1) or (ii) the date of receipt of the Loan Commitment Letter (defined in para 1812) whether said commitment letter is conditional or unconditional
622 attend (and cause any Proposed Occupant to attend) one or more personal interviews as requested by the Corporation and
623 promptly submit to the Corporation such further references data and documents reasonably requested by the Corporation 63 Either Party after learning of the Corporations 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 Corporations 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 para 63 the Escrowee shall refund the Contract Deposit to Purchaser 64 If such consent is refused or not given due to Purchasers bad faith conduct Purchaser shall be in default and para 131 shall govern 7 Condition of Unit and Personalty Possession 71 Seller makes no representation as to the physical condition or state of repair of the Unit the Personalty the Included Interests or the Premises Purchaser has inspected or waived inspection of the Unit the Personalty and the Included Interests and shall take the same as is as of the date of
this Contract except for reasonable wear and tear However at the time of Closing the appliances shall be in working order and required smoke detector(s) shall be installed and operable 72 At Closing Seller shall deliver possession of the Unit Personalty and Included Interests in the condition required by para 71 broom clean vacant and free of all occupants and rights of possession 8 Risk of Loss 81 The provisions of General Obligations Law Section 5-1311 as modified herein shall apply to this transaction as if it were a sale of realty For purposes of this paragraph the term Unit includes built-in Personalty 82 Destruction shall be deemed material under GOL 5-1311 if the reasonably estimated cost to restore the Unit shall exceed 5 of the Purchase Price 83 In the event of any destruction of the Unit or the Premises when neither legal title nor the possession of the Unit has been transferred to Purchaser Seller shall give Notice of the loss to Purchaser (Loss Notice) by the earlier of the date of Closing or 7 business days after the date of the loss 84 If there is material destruction of the Unit without fault of Purchaser this Contract shall be deemed canceled in accordance with para 163 unless Purchaser elects by Notice to Seller to complete the purchase with an abatement of the Purchase Price or 85 Whether or not there is any destruction of the Unit if without fault of Purchaser more than 10 of the units in the Premises are rendered uninhabitable or reasonable access to the Unit is not available then Purchaser shall have the right to cancel this Contract in accordance with para 163 by Notice to Seller 86 Purchasers Notice pursuant to para 84 or para 85 shall be given within 7 business days following the giving of the Loss Notice except that if Seller does not give a Loss Notice Purchasers Notice may be given at any time at or prior to Closing 87 In the event of any destruction of the Unit Purchaser shall not be entitled to an abatement of the Purchase Price (i) that exceeds the reasonably estimated cost of repair and restoration or (ii) for any loss that the Corporation is obliged to repair or restore but Seller shall assign to Purchaser without recourse Sellers claim if any against the Corporation with respect to such loss 9 Closing Location The Closing shall be held at the location designated by the Corporation or if no such designation is made at the office of Sellers Attorney 10 Closing 101 At Closing Seller shall deliver or cause to be delivered 1011 Sellers certificate for the Shares duly endorsed for transfer to Purchaser or accompanied by a separate duly executed stock power to Purchaser and in either case with any guarantee of Sellers signature required by the Corporation 1012 Sellers counterpart original of the Lease all assignments and assumptions in the chain of title and a duly executed assignment thereof to Purchaser in the form required by the Corporation 1013 FIRPTA documents required by para 25 1014 keys to the Unit building entrance(s) and if applicable garage mailbox storage unit and any locks in the Unit 1015 if requested an assignment to Purchaser of Sellers interest in the Personalty and Included Interests 1016 any documents and payments to comply with para 152 1017 If Seller is unable to deliver the documents required in para 1011 or 1012 then Seller shall deliver or cause to be delivered all documents and payments required by the Corporation for the issuance of anew certificate for the Shares or a new Lease 102 At Closing Purchaser shall 1021 pay the Balance in accordance with para 222 1022 execute and deliver to Seller and the Corporation an agreement assuming the Lease in the form required by the Corporation and 1023 if requested by the Corporation execute and deliver counterparts of a new lease substantially the same as the Lease for the balance of the Lease term in which case the Lease shall be canceled and surrendered to the Corporation together with Sellers assignment thereof to Purchaser
103 At Closing the Parties shall complete and execute all documents necessary 1031 for Internal Revenue Service (IRS) form 1099-S or other similar requirements 1032 to comply with smoke detector requirements and any applicable transfer tax filings and 1033 to transfer Sellers interest if any in and to the Personalty and Included Interests 104 Purchaser shall not be obligated to close unless at Closing the Corporation delivers 1041 to Purchaser a new certificate for the Shares in the name of Purchaser and 1042 a written statement by an officer or authorized agent of the Corporation consenting to the transfer of the Shares and Lease to Purchaser and setting forth the amounts of and payment status of all sums owed by Seller to the Corporation including Maintenance and any Assessments and the dates to which each has been paid 11 Closing Fees Taxes and Apportionments 11 1 At or prior to Closing 1111 Seller shall pay if applicable 11111 the cost of stock transfer stamps and 11112 transfer taxes except as set forth in para 11122 1112 Purchaser shall pay if applicable 11121 any fee imposed by the Corporation relating to Purchasers financing and 11122 transfer taxes imposed by statute primarily on Purchaser (eg the mansion tax) 112 The Flip Tax if any shall be paid by the Party specified in para 119 113 Any fee imposed by the Corporation and not specified in this Contract shall be paid by the Party upon whom such fee is expressly imposed by the Corporation and if no Party is specified by the Corporation then such fee shall be paid by Seller 114 The Parties shall apportion as of 1159 PM of the day preceding the Closing the Maintenance and any other periodic charges due the Corporation (other than Assessments) and STAR Tax Exemption (if the Unit is the beneficiary of same) based on the number of the days in the month of Closing 115 Assessments whether payable in a lump sum or installments shall not be apportioned but shall be paid by the Party who is the owner of the Shares on the date specified by the Corporation for payment Purchaser shall pay any installments payable after Closing provided Seller had the right and elected to pay the Assessment in installments 116 Each Party shall timely pay any transfer taxes for which it is primarily liable pursuant to law by cashiers official bank certified or attorneys escrow check This para 116 shall survive Closing 117 Any computational errors or omissions shall be corrected within 6 months after Closing This para 117 shall survive Closing 12 Broker 121 Each Party represents that such Party has not dealt with any person acting as a broker whether licensed or unlicensed in connection with this transaction other than the Broker(s) named in para 15 122 Seller shall pay the Brokers commission pursuant to a separate agreement The Broker(s) shall not be deemed to be a third-party beneficiary of this Contract 123 This para 12 shall survive Closing cancellation or termination of this Contract 13 Defaults Remedies and Indemnities 131 In the event of a default or misrepresentation by Purchaser Sellers sole and exclusive remedies shall be to cancel this Contract retain the Contract Deposit as liquidated damages and if applicable Seller may enforce the indemnity in para 133 as to brokerage commission or sue under para 134 Purchaser prefers to limit Purchasers exposure for actual damages to the amount of the Contract Deposit which Purchaser agrees constitutes a fair and reasonable amount of compensation for Sellers damages under the circumstances and is not a penalty The principles of real property law shall apply to this liquidated damages provision 132 In the event of a default or misrepresentation by Seller Purchaser shall have such remedies as Purchaser is entitled to at law or in equity including
specific performance because the Unit and possession thereof cannot be duplicated 133 Subject to the provisions of para 43 each Party indemnifies and holds harmless the other against and from any claim judgment loss liability cost or expense resulting from the indemnitors breach of any of its representations or covenants stated to survive Closing cancellation or termination of this Contract Purchaser indemnifies and holds harmless Seller against and from any claim judgment loss liability cost or expense resulting from the Lease obligations accruing from and after the Closing Each indemnity includes without limitation reasonable attorneys fees and disbursements court costs and litigation expenses arising from the defense of any claim and enforcement or collection of a judgment under this indemnity provided the indemnitee is given Notice and opportunity to defend the claim This para 133 shall survive Closing cancellation or termination of this Contract 134 In the event any instrument for the payment of the Contract Deposit fails of collection Seller shall have the right to sue on the uncollected instrument In addition such failure of collection shall be a default under this Contract provided Seller gives Purchaser Notice of such failure of collection and within 3 business days after Notice is given Escrowee does not receive from Purchaser an unendorsed good certified check bank check or immediately available funds in the amount of the uncollected funds Failure to cure such default shall entitle Seller to the remedies set forth in Paragraph 131 and to retain all sums as may be collected andor recovered 14 Entire Agreement Modification 141 All prior oral or written representations understandings and agreements had between the Parties with respect to the subject matter of this Contract and with the Escrowee as to para 27 are merged in this Contract which alone fully and completely expresses the Parties and Escrowees agreement 142 The Attorneys may extend in writing any of the time limitations stated in this Contract Any other provision of this Contract may be changed or waived only in writing signed by the Party or Escrowee to be charged 15 Removal of Liens and Judgments 151 Purchaser shall deliver or cause to be delivered to Seller or Sellers Attorney not less than 10 calendar days prior to the Scheduled Closing Date a Lien and Judgment search except that Liens or Judgments first disclosed in a continuation search shall be reported to Seller within 2 business days after receipt thereof but not later than the Closing Seller shall have the right to adjourn the Closing pursuant to para 16 to remove any such Liens and Judgments Failure by Purchaser to timely deliver such search or continuation search shall not constitute a waiver of Sellers covenants in para 4 as to Liens and Judgments However if the Closing is adjourned solely by reason of untimely delivery of the Lien and Judgment search the apportionments under Paragraph 113 shall be made as of 1159 PM of the day preceding the Scheduled Closing Date in para 115 152 Seller at Sellers expense shall obtain and deliver to the Purchaser the documents and payments necessary to secure the release satisfaction termination and discharge or removal of record of any Liens and Judgments Seller may use any portion of the Purchase Price for such purposes 153 This para 15 shall survive Closing 16 Sellers Inability 161 If Seller shall be unable to transfer the items set forth in para 21 in accordance with this Contract for any reason other than Sellers failure to make a required payment or other willful act or omission then Seller shall have the right to adjourn the Closing for periods not exceeding 60 calendar days in the aggregate but not extending beyond the expiration of Purchasers Loan Commitment Letter if para 1201 or 1202 applies 162 If Seller does not elect to adjourn the Closing or (if adjourned) on the adjourned date of Closing Seller is still unable to perform then unless Purchaser elects to proceed with the Closing without abatement of the Purchase Price either Party may cancel this Contract on Notice to the other Party given at any time thereafter 163 In the event of such cancellation the sole liability of Seller shall be to cause the Contract Deposit to be refunded to Purchaser and to reimburse Purchaser for the actual costs incurred for Purchases lien and title search if any
17 Notices and Contract Delivery 171 Any notice or demand (Notice) shall be in writing and delivered either by hand overnight delivery or certified or registered mail return receipt requested to the Party or and simultaneously in like manner to such Partys Attorney if any and to Escrowee at their respective addresses or to such other address as shall hereafter be designated by Notice given pursuant to this para 17 172 The Contract may be delivered as provided in para 171 or by ordinary mail 173 The Contract or each Notice shall be deemed given and received 1731 on the day delivered by hand 1732 on the business day following the date sent by overnight delivery 1733 on the 5th business day following the date sent by certified or registered mail or 1734 as to the Contract only 3 business days following the date of ordinary mailing 174 A Notice to Escrowee shall be deemed given only upon actual receipt by Escrowee 175 The Attorneys are authorized to give and receive any Notice on behalf of their respective clients 176 Failure or refusal to accept a Notice shall not invalidate the Notice 177 Notice pursuant to parapara 222 and 134 may be delivered by confirmed facsimile to the Partys Attorney and shall be deemed given when transmission is confirmed by senders facsimile machine 18 Financing Provisions 181 The provisions of parapara 181 and 182 are applicable only if para 1201 or 1202 applies 1811 An Institutional Lender is any of the following that is authorized under Federal or New York State law to issue a loan secured by the Shares and Lease and is currently extending similarly secured loan commitments in the county in which the Unit is located a bank savings bank savings and loan association trust company credit union of which Purchaser is a member mortgage banker insurance company or governmental entity 1812 A Loan Commitment Letter is a written offer from an Institutional Lender to make a loan on the Financing Terms (see para 1 2 1) at prevailing fixed or adjustable interest rates and on other customary terms generally being offered by Institutional Lenders making cooperative share loans An offer to make a loan conditional upon obtaining an appraisal satisfactory to the Institutional Lender shall not become a Loan Commitment Letter unless and until such condition is met An offer conditional upon any factor concerning Purchaser (eg sale of current home payment of outstanding debt no material adverse change in Purchasers financial condition etc) is a Loan Commitment Letter whether or not such condition is met Purchaser accepts the risk that and cannot cancel this Contract if any condition concerning Purchaser is not met 182 Purchaser directly or through a mortgage broker registered pursuant to Article 12-D of the Banking Law shall diligently and in good faith 1821 apply only to an Institutional Lender for a loan on the Financing Terms (see para 121) on the form required by the Institutional Lender containing truthful and complete information and submit such application together with such documents as the Institutional Lender requires and pay the applicable fees and charges of the Institutional Lender all of which shall be performed within 5 business days after the Delivery Date 1822 promptly submit to the Institutional Lender such further references data and documents requested by the Institutional Lender and 1823 accept a Loan Commitment Letter meeting the Financing Terms and comply with all requirements of such Loan Commitment Letter (or any other loan commitment letter accepted by Purchaser) and of the Institutional Lender in order to close the loan and 1824 furnish Seller with a copy of the Loan Commitment Letter promptly after Purchasers receipt thereof 1825 Purchaser is not required to apply to more than one Institutional Lender 183 If Paragraph 1201 applies then 1831 provided Purchaser has complied with all applicable provisions of para 182 and this para 183 Purchaser may cancel this Contract as set forth below if
18311 any Institutional Lender denies Purchasers application in writing prior to the Loan Commitment Date (see Paragraph 121) or 18312 a Loan Commitment Letter is not issued by the Institutional Lender on or before the Loan Commitment Date or 18313 any requirement of the Loan Commitment Letter other than one concerning Purchaser is not met (eg failure of the Corporation to execute and deliver the Institutional Lenders recognition agreement or other document financial condition of the Corporation owner occupancy quota etc) or 18314 (i) the Closing is adjourned by Seller or the Corporation for more than 30 business days from the Scheduled Closing Date and (ii) the Loan Commitment Letter expires on a date more than 30 business days after the Scheduled Closing Date and before the new date set for Closing pursuant to this para and (iii) Purchaser is unable in good faith to obtain from the Institutional Lender an extension of the Loan Commitment Letter or a new Loan Commitment Letter on the Financing Terms without paying additional fees to the Institutional Lender unless Seller agrees by Notice to Purchaser within 5 business days after receipt of Purchasers Notice of cancellation on such ground that Seller will pay such additional fees and Seller pays such fees when due Purchaser may not object to an adjournment by Seller for up to 30 business days solely because the Loan Commitment Letter would expire before such adjourned Closing date 1832 Purchaser shall deliver Notice of cancellation to Seller within 5 business days after the Loan Commitment Date if cancellation is pursuant to para 18311 or 18312 and on or prior to the Scheduled Closing Date if cancellation is pursuant to para 18313 or 18314 1833 If cancellation is pursuant to Paragraph 18311 then Purchaser shall deliver to Seller together with Purchasers Notice a copy of the Institutional Lenders written denial of Purchasers loan application If cancellation is pursuant to para 18313 then Purchaser shall deliver to Seller together with Purchasers Notice evidence that a requirement of the Institutional Lender was not met 1834 Seller may cancel this Contract by Notice to Purchaser sent within 5 days after the Loan Commitment Date if Purchaser shall not have sent by then either (i) Purchasers Notice of cancellation or (ii) a copy of the Loan Commitment Letter to Seller which cancellation shall become effective if Purchaser does not deliver a copy of such Loan Commitment Letter to Seller within 10 business days after the Loan Commitment Date 1835 Failure by either Purchaser or Seller to deliver Notice of cancellation as required by this para 183 shall constitute a waiver of the right to cancel under this para 183 1836 If this Contract is canceled by Purchaser pursuant to this para 183 then thereafter neither Party shall have any further rights against or obligations or liabilities to the other by reason of this Contract except that the Contract Deposit shall be promptly refunded to Purchaser and except as set forth in para 12 If this Contract is canceled by Purchaser pursuant to para 18314 then Seller shall reimburse Purchaser for any non-refundable financing and inspection expenses and other sums reimbursable pursuant to para 16 1837 Purchaser cannot cancel this Contract pursuant to 18314 and cannot obtain a refund of the Contract Deposit if the Institutional Lender fails to fund the loan 18371 because a requirement of the Loan Commitment Letter concerning Purchaser is not met (eg Purchasers financial condition or employment status suffers an adverse change Purchaser fails to satisfy a condition relating to the sale of an existing residence etc) or 18372 due to the expiration of a Loan Commitment Letter issued with an expiration date that is not more than 30 business days after the Scheduled Closing Date 19 SingularPlural and JointSeveral The use of the singular shall be deemed to include the plural and vice versa whenever the context so requires If more than one person constitutes Seller or Purchaser their obligations as such Party shall be joint and several 20 No Survival No representation andor covenant contained herein shall survive Closing except as expressly provided Payment of the Balance shall constitute a discharge and release by Purchaser of all of Sellers obligations hereunder except those expressly stated to survive Closing 21 Inspections
Purchaser and Purchasers representatives shall have the right to inspect the Unit within 48 hours prior to Closing and at other reasonable times upon reasonable request to Seller 22 Governing Law and Venue This Contract shall be governed by the laws of the State of New York without regard to principles of conflict of laws Any action or proceeding arising out of this Contract shall be brought in the county or Federal district where the Unit is located and the Parties hereby consent to said venue 23 No Assignment by Purchaser Death of Purchaser 231 Purchaser may not assign this Contract or any of Purchasers rights hereunder Any such purported assignment shall be null and void 232 This Contract shall terminate upon the death of all persons comprising Purchaser and the Contract Deposit shall be refunded to the Purchaser Upon making such refund and reimbursement neither Party shall have any further liability or claim against the other hereunder except as set forth in para 12 24 Cooperation of Parties 241 The Parties shall each cooperate with the other the Corporation and Purchasers Institutional Lender and title company if any and obtain execute and deliver such documents as are reasonably necessary to consummate this sale 242 The Parties shall timely file all required documents in connection with all governmental filings that are required by law Each Party represents to the other that its statements in such filings shall be true and complete This para 242 shall survive Closing 25 FIRPTA The parties shall comply with IRC sectsect 897 1445 and the regulations thereunder as same may be amended (FIRPTA) If applicable Seller shall execute and deliver to purchaser at Closing a Certification of Non-Foreign Status (CNS) or deliver a Withholding Certificate from the IRS If Seller fails to deliver a CNS or a Withholding Certificate Purchaser shall withhold from the Balance and remit to the IRS such sum as may be required by law Seller hereby waives any right of action against Purchaser on account of such withholding and remittance This para 25 shall survive Closing 26 Additional Requirements 261 Purchaser shall not be obligated to close unless all of the following requirements are satisfied at the time of the Closing 2611 the Corporation is in good standing 2612 the Corporation has fee or leasehold title to the Premises whether or not marketable or insurable and 2613 there is no pending in rem action tax certificatelien sale or foreclosure action of any underlying mortgage affecting the Premises 262 If any requirement in para 261 is not satisfied at the time of the Closing Purchaser shall give Seller Notice and if the same is not satisfied within a reasonable period of time thereafter then either Party may cancel this Contract (pursuant to para 163) by Notice 27 Escrow Terms 271 The Contract Deposit shall be deposited by Escrowee in an escrow account as set forth in para 124 and the proceeds held and disbursed in accordance with the terms of this Contract At Closing the Contract Deposit shall be paid by Escrowee to Seller If the Closing does not occur and either Party gives Notice to Escrowee demanding payment of the Contract Deposit Escrowee shall give prompt Notice to the other Party of such demand If Escrowee does not receive a Notice of objection to the proposed payment from such other Party within 10 business days after the giving of Escrowees Notice Escrowee is hereby authorized and directed to make such payment to the demanding party If Escrowee does receive such a Notice of objection within said period or if for any reason Escrowee in good faith elects not to make such payment Escrowee may continue to hold the Contract Deposit until otherwise directed by a joint Notice by the Parties or a final non-appealable judgment order or decree of a court of competent jurisdiction However Escrowee shall have the right at any time to deposit the Contract Deposit and the interest thereon if any with the clerk of a court in the county as set forth in para 22 and shall give Notice of such deposit to each Party Upon disposition of the Contract Deposit and
interest thereon if any in accordance with this para 27 Escrowee shall be released and discharged of all escrow obligations and liabilities 272 The Party whose Attorney is Escrowee shall be liable for loss of the Contract Deposit If the Escrowee is Sellers attorney then Purchaser shall be credited with the amount of the contract Deposit at Closing 273 Escrowee will serve without compensation Escrowee is acting solely as a stakeholder at the Parties request and for their convenience Escrowee shall not be liable to either Party for any act or omission unless it involves bad faith willful disregard of this Contract or gross negligence In the event of any dispute Seller and Purchaser shall jointly and severally (with right of contribution) defend (by attorneys selected by Escrowee) indemnify and hold harmless Escrowee from and against any claim judgment loss liability cost and expenses incurred in connection with the performance of Escrowees acts or omissions not involving bad faith willful disregard of this Contract or gross negligence This indemnity includes without limitation reasonable attorneys fees either paid to retain attorneys or representing the fair value of legal services rendered by Escrowee to itself and disbursements court costs and litigation expenses 274 Escrowee acknowledges receipt of the Contract Deposit by check subject to collection
275 Escrowee agrees to the provisions of this para 27 276 If Escrowee is the Attorney for a Party Escrowee shall be permitted to represent such Party in any dispute or lawsuit 277 This para 27 shall survive Closing cancellation or termination of this Contract 28 Margin Headings The margin headings do not constitute part of the text of this Contract 29 Miscellaneous This Contract shall not be binding unless and until Seller delivers a fully executed counterpart of this Contract to Purchaser (or Purchasers Attorney) pursuant to para 172 and 173 This Contract shall bind and inure to the benefit of the Parties hereto and their respective heirs personal and legal representatives and successors in interest 30 Lead Paint If applicable the complete and fully executed Disclosure of Information on Lead Based Paint and or Lead-Based Paint Hazards is attached hereto and made a part hereof
In Witness Whereof the Parties hereto have duly executed this Contract as of the date first above written
ESCROW TERMS AGREED TO SELLER PURCHASER GIDDINS CLAMAN LLP ESCROWEE
Rider to and Part of Contract of Sale Between as Seller and as Purchaser for Unit at New York NY
31 Purchasers Additional Representations and Covenants 3 11 Supplementing para 42 of the Contract Purchaser also represents and covenants that 3111 Purchaser has and will at Closing have available unencumbered cash and cash equivalents (including publicly traded securities) in a sum at least equal to (and having a then current value of) the Balance and 3112 Purchaser has and will at and immediately following the Closing have a positive net worth 312 the Maintenance and the monthly amount of the Assessment (if any) do not aggregate more than 25 of the current total gross monthly income of the individuals comprising the Purchaser
313 (if para 1201 or para 1202 applies) the monthly debt service (interest and amortization of principal if any) of the proposed financing together with the Maintenance and the monthly Assessment amount (if any) do not aggregate more than 35 of said current total gross monthly income 32 Supplementing paragraph 4 1 Seller has no actual knowledge of a material default or condition which the Lessee is required to cure under the Lease and which remains uncured If prior to Closing Seller acquires knowledge of a such default or condition which the Lessee would be required to cure then Seller shall cure same at or prior to Closing This provision shall not survive closing
The Parties have duly executed this Rider as of the same date as the Contract SELLER PURCHASER ______________________________ _______________________________
Note This form is intended to deal with matters common to most transactions
involving the sale of a condominium unit Provisions should be added altered or
deleted to suit the circumstances of a particular transaction No representation is
made that this form of contract complies with Section 5-702 of the General
Obligations Law (ldquoPlain Language Lawrdquo)
CONSULT YOUR LAWYER BEFORE SIGNING THIS AGREEMENT
Contract of Sale - Condominium Unit
Agreement made as of 2010 between residing at Street Apt
New York NY (ldquoSellerrdquo) and residing at (ldquoPurchaserrdquo)
1 Unit Seller agrees to sell and convey and Purchaser agrees to purchase Unit
No (ldquoUnitrdquo) in the building (ldquoBuildingrdquo) known as Condominium
(ldquoCondominiumrdquo) and located at New York NY New York together with a
XXXXX percent undivided interest in the Common Elements (as defined in para 6)
appurtenant thereto all upon and subject to the terms and conditions set forth herein The
Unit shall be as designated in the Declaration of Condominium Ownership (as the same
may be amended from time to time the ldquoDeclarationrdquo) of the Condominium recorded in
New York County New York or the By-Laws (as the same may be amended from time
to time the ldquoBy-Lawsrdquo) of the Condominium
2 Personal Property (a) The sale includes all of Sellerrsquos right title and
interest if any in and to
(i) the refrigerators freezers ranges ovens built-in microwave
ovens dishwashers washing machines clothes dryers cabinets and counters lighting
and plumbing fixtures chandeliers air conditioning equipment venetian blinds shades
screens storm windows and other window treatments wall-to-wall carpeting
bookshelves switchplates door hardware and mirrors built-ins and articles of property
and fixtures attached to or appurtenant to the Unit except those listed in subpara 2(b) all
of which included property and fixtures are represented to be owned by Seller free and
clear of all liens and encumbrances other than those encumbrances (ldquoPermitted
Exceptionsrdquo) set forth on Schedule A annexed hereto and made a part hereof (strike out
inapplicable items) to the extent any of the foregoing exist in the Unit on the date
hereof and
- 2 -
(ii)
(b) Excluded from this sale are
(i) furniture and furnishings (other than as specifically provided
in this Contract) and
(ii)
(c) The property referred to in subpara 2(a)(i) and (ii) may not be
purchased if title to the Unit is not conveyed hereunder
3 Purchase Price (a) The purchase price (ldquoPurchase Pricerdquo) is $
payable as follows
(i) $ (ldquoDownpaymentrdquo) on the signing of this Contract by
good check subject to collection the receipt of which is hereby acknowledged to be held
in escrow pursuant to para 16 and
(ii) $ constituting the balance of the Purchase Price by
certified check of Purchaser or official bank check (except as otherwise provided in this
Contract) on the delivery of the deed as hereinafter provided
(b) All checks in payment of the Purchase Price shall represent United
States currency and be drawn on or issued by a bank or trust company authorized to
accept deposits in New York State All checks in payment of the Downpayment shall be
payable to the order of Escrowee (as hereinafter defined) All checks in payment of the
balance of the Purchase Price shall be payable to the order of Seller (or as Seller
otherwise directs pursuant to subparas 6(a)(viii) or 18(b))
(c) Except for the Downpayment and checks aggregating not more than
one-half of one percent of the Purchase Price One Thousand Dollars ($100000)
including payment for closing adjustments all checks delivered by Purchaser shall be
certified or official bank checks as hereinabove provided
4 Closing of Title The closing documents referred to in para 6 shall be
delivered and payment of the balance of the Purchase Price shall be made at the closing
of title (ldquoClosingrdquo) to be held on or about at AM at the offices of
Giddins Claman LLP 675 Third Avenue 29th
Floor New York NY or at the office
of Purchaserrsquos lending institution or its counsel provided however that such office is
located in either the City or County in which either (a) Sellerrsquos attorney maintains an
office or (b) the Unit is located
5 Representations Warranties and Covenants Seller represents warrants
and covenants that
- 3 -
(a) Seller is the sole owner of the Unit and the property referred to in
subpara 2(a) and Seller has the full right power and authority to sell convey and transfer
the same
(b) The common charges (excluding separately billed utility charges) for
the Unit on the date hereof are $xxxxx per month
(c) Seller has not received any written notice of any intended assessment
or increase in common charges not reflected in subpara 5(b) Purchaser acknowledges
that it will not have the right to cancel this Contract in the event of the imposition of any
assessment or increase in common charges after the date hereof of which Seller has not
heretofore received written notice
(d) The real estate taxes for the Unit for the fiscal year of ________
through ________ are $_________ Purchaser may verify the real estate taxes on the
website of the New York City Department of Finance A printout from the website
is attached
(e) Seller is not a ldquosponsorrdquo or a nominee of a ldquosponsorrdquo under any plan of
condominium organization affecting the Unit
(f) All refrigerators freezers ranges dishwashers washing machines
clothes dryers and air conditioning equipment included in this sale will be in working
order at the time of Closing
(g) If a copy is attached to this Contract the copy of the Certificate of
Occupancy covering the Unit is a true and correct copy and
(h) Seller is not a ldquoforeign personrdquo as defined in para 17 (If inapplicable
delete and provide for compliance with Code Withholding Section as defined in para
17)
6 Closing Documents (a) At the Closing Seller shall deliver to Purchaser the
following
(i) Bargain and sale deed With covenant against grantorrsquos acts
(ldquoDeedrdquo) complying with RPL sect 339-o and containing the covenant required by LL sect
13(5) conveying to Purchaser title to the Unit together with its undivided interest in the
Common Elements (as such term is defined in the Declaration and which term shall be
deemed to include Sellerrsquos right title and interest in any limited common elements
attributable to or used in connection with the Unit) appurtenant thereto free and clear of
all liens and encumbrances other than Permitted Exceptions The Deed shall be executed
and acknowledged by Seller and if requested by the Condominium executed and
acknowledged by Purchaser in proper statutory form for recording
- 4 -
(ii) If a corporation and if required pursuant to BCL sect 909 Seller
shall deliver to Purchaser (1) a resolution of its board of directors authorizing the delivery
of the Deed and (2) a certificate executed by an officer of such corporation certifying as
to the adoption of such resolution and setting forth facts demonstrating that the delivery
of the Deed is in conformity with the requirements of BCL sect 909 The Deed shall also
contain a recital sufficient to establish compliance with such law
(iii) A waiver of right of first refusal of the board of managers of
the Condominium (ldquoBoardrdquo) if required in accordance with para 8
(iv) A statement by the Condominium or its managing agent that
the common charges and any assessments then due and payable the Condominium have
been paid to the date of the Closing
(v) All keys to the doors of and mailbox for the Unit
(vi) Such affidavits andor other evidence as the title company
(ldquoTitle Companyrdquo) from which Purchaser has ordered a title insurance report and which
is authorized to do business in New York State shall reasonably require in order to omit
from its title insurance policy all exceptions for judgments bankruptcies or other returns
against Seller and persons or entities whose names are the same as or are similar to
Sellerrsquos name
(vii) New York City Real Property Transfer Tax Return if
applicable and New York State Real Estate Transfer Tax Return prepared executed and
acknowledged by Seller in proper form for submission
(viii) Checks in payment of all applicable real property transfer
taxes except a transfer tax which by law is primarily imposed on the purchaser
(ldquoPurchaser Transfer Taxrdquo) due in connection with the sale In lieu of delivery of such
checks Seller shall have the right upon reasonable prior notice to Purchaser to cause
Purchaser to deliver said checks at the Closing and to credit the amount thereof against
the balance of the Purchase Price Seller shall pay the additional transfer taxes if any
payable after the Closing by reason of the conveyance of the Unit which obligation shall
survive the Closing
(ix) Certification that Seller is not a foreign person pursuant to
para 17 or a withholding certificate from the Internal Revenue Service (If inapplicable
delete and provide for compliance with Code Section as defined in para 17) and
(x) Affidavit that a single station smoke detecting alarm device is
installed pursuant to New York Executive Law sect378(5)
(b) At the Closing Purchaser shall deliver to Seller the following
- 5 -
(i) Checks in payment of (y) the balance of the Purchase Price in
accordance with subpara 3(b) and (z) any Purchaser Transfer Tax
(ii) If required by the Declaration or By-Laws power of attorney
to the Board prepared by Seller in the form required by the Condominium The power of
attorney shall be executed and acknowledged by Purchaser and after being recorded
shall be sent to the Condominium
(iii) New York City Real Property Transfer Tax Return executed
and acknowledged by Purchaser and an Affidavit in Lieu of Registration pursuant to New
York Multiple Dwelling Law each in proper form for submission if applicable and
(iv) If required New York State Equalization Return executed
and acknowledged by Purchaser in proper form for submission
(c) It is a condition of Purchaserrsquos obligation to close title hereunder that
(i) All notes or notices of violations of law or governmental
orders ordinances or requirements affecting the Unit and noted or issued by any
governmental department agency or bureau having jurisdiction which were noted or
issued on or prior to the date hereof shall have been cured by Seller
(ii) Any written notice to Seller from the Condominium (or its
duly authorized representative) that the Unit is in violation of the Declaration By-Laws
or rules and regulations of the Condominium shall have been cured and
(iii) The Condominium is a valid condominium created pursuant
to RPL Art 9-B and the Title Company will so insure
7 Closing Adjustments (a) The following adjustments shall be made as of
1159 PM of the day before the Closing
(i) Real estate taxes and water charges and sewer rents if
separately assessed on the basis of the fiscal period for which assessed except that if
there is a water meter with respect to the Unit apportionment shall be based on the last
available reading subject to adjustment after the Closing promptly after the next reading
is available provided however that in the event real estate taxes have not as of the date
of Closing been separately assessed to the Unit real estate taxes shall be apportioned on
the same basis as provided in the Declaration or By-Laws or in the absence of such
provision based upon the Unitrsquos percentage interest in the Common Elements
(ii) Common charges of the Condominium and
(iii) If fuel is separately stored with respect to the Unit only the
value of fuel stored with respect to the Unit at the price then charged by Sellerrsquos supplier
- 6 -
(as determined by a letter or certificate to be obtained by Seller from such supplier)
including any sales taxes
(b) If at the time of Closing the Unit is affected by an assessment which is
or may become payable in installments then for the purposes of this Contract only the
unpaid installments which are then due shall be considered due and are to be paid by
Seller at the Closing All subsequent installments at the time of Closing shall be the
obligation of Purchaser
(c) Any errors or omissions in computing closing adjustments shall be
corrected This subpara 7(c) shall survive the Closing
(d) If the Unit is located in the City of New York the ldquocustoms in respect
to title closingsrdquo recommended by The Real Estate Board of New York Inc as amended
and in effect on the date of Closing shall apply to the adjustments and other matters
therein mentioned except as otherwise provided herein
8 Right of First Refusal If so provided in the Declaration or By-Laws this
sale is subject to and conditioned upon the waiver of a right of first refusal to purchase
the Unit held by the Condominium and exercisable by the Board Seller agrees to give
notice promptly to the Board of the contemplated sale of the Unit to Purchaser which
notice shall be given in accordance with the terms of the Declaration and By-Laws and
Purchaser agrees to provide promptly all applications information and references
reasonably requested by the Board If the Board shall exercise such right of first refusal
Seller shall promptly refund to Purchaser the Downpayment (which term for all purposes
of this Contract shall be deemed to include interest if any earned thereon) and upon the
making of such refund this Contract shall be deemed cancelled and of no further force or
effect and neither party shall have any further rights against or obligations or liabilities
to the other by reason of this Contract If the Board shall fail to exercise such right of
first refusal within the time and in the manner provided for in the Declaration or By-Laws
or shall declare in writing its intention not to exercise such right of first refusal (a copy of
which writing shall be delivered to Purchaser promptly following receipt thereof) the
parties hereto shall proceed with this sale in accordance with the provisions of this
Contract
9 Processing Fee Seller shall at the Closing pay all fees and charges payable
to the Condominium (andor its managing agent) in connection with this sale and
customarily charged to Sellers by the Condominium including without limitation
any processing fee the legal fees if any of the Condominiumrsquos attorney in connection
with this sale and unless otherwise agreed to by Seller and Purchaser in writing all ldquoflip
taxesrdquo transfer or entrance fees or similar charges if any payable to or for the
Condominium or otherwise for the benefit of the Condominium unit owners which arise
by reason of this sale Purchaser shall pay all fees customarily charged to Purchasers
by the Condominium or Managing Agent
- 7 -
10 No Other Representations Purchaser has examined and is satisfied with the
Declaration By-Laws and rules and regulations of the Condominium or has waived the
examination thereof Purchaser has inspected the Unit its fixtures appliances and
equipment and the personal property if any included in this sale as well as the Common
Elements of the Condominium and knows the condition thereof and subject to subpara
5(f) agrees to accept the same ldquoas isrdquo ie in the condition they are in on the date hereof
subject to normal use wear and tear between the date hereof and the Closing Purchaser
has examined or waived examination of the last audited financial statements of the
Condominium and has considered or waived consideration of all other matters pertaining
to this Contract and to the purchase to be made hereunder and does not rely on any
representations made by any broker or by Seller or anyone acting or purporting to act on
behalf of Seller as to any matters which might influence or affect the decision to execute
this Contract or to buy the Unit or said personal property except those representations
and warranties which are specifically set forth in this Contract
11 Possession Seller shall prior to the Closing remove from the Unit all
furniture furnishings and other personal property not included in this sale shall repair
any damage caused by such removal and shall deliver exclusive possession of the Unit at
the Closing vacant broom-clean and free of tenancies or other rights of use or
possession
12 Access Seller shall permit Purchaser and its architect decorator or other
authorized persons to have the right of access to the Unit between the date hereof and the
Closing for the purpose of inspecting the same and taking measurements at reasonable
times and upon reasonable prior notice to Seller (by telephone or otherwise) Further
Purchaser shall have the right to inspect the Unit at a reasonable time during the 24-hour
period immediately preceding the Closing
13 Defaults and Remedies (a) If Purchaser defaults hereunder Sellerrsquos sole
remedy shall be to retain the Downpayment as liquidated damages it being agreed that
Sellerrsquos damages in case of Purchaserrsquos default might be impossible to ascertain and that
the Downpayment constitutes a fair and reasonable amount of damages under the
circumstances and is not a penalty
(b) If Seller defaults hereunder Purchaser shall have such remedies as
Purchaser shall be entitled to at law or in equity including but not limited to specific
performance
14 Notices Any notice request or other communication (ldquoNoticerdquo) given or
made hereunder (except for the notice required by para 12) shall be in writing and either
(a) sent by any of the parties hereto or their respective attorneys by registered or certified
mail return receipt requested postage prepaid or (b) delivered in person or by overnight
courier with receipt acknowledged to the address given at the beginning of this Contract
for the party to whom the Notice is to be given or to such other address for such party as
said party shall hereafter designate by Notice given to the other party pursuant to this
- 8 -
para 14 or (c) with respect to para 6(a)(viii) or para 18(b) sent by fax to the partyrsquos
attorney Each Notice mailed shall be deemed given on the third business day following
the date of mailing the same and each Notice delivered in person or by overnight courier
shall be deemed given when delivered A copy of each notice sent to a party shall also be
sent to the partyrsquos attorney Each notice sent by fax shall be deemed given when
transmission is confirmed by the senders fax machine The attorneys for the parties are
hereby authorized to give and receive on behalf of their clients all Notices and deliveries
15 Purchaserrsquos Lien The Downpayment and all other sums paid on account of
this Contract and the reasonable expenses of the examination of title to and departmental
violation searches in respect of the Unit are hereby made a lien upon the Unit but such
lien shall not continue after default by Purchaser hereunder
16 Downpayment in Escrow (a) Sellerrsquos attorney (ldquoEscroweerdquo) shall hold the
Downpayment in escrow in a segregated bank account at the depository identified at the
end of this Contract until Closing or sooner termination of this Contract and shall pay
over or apply the Downpayment in accordance with the terms of this para 16 Escrowee
shall hold the Downpayment in a(n) interest-bearing Escrow account for the benefit of
the parties If interest is held for the benefit of the parties it shall be paid to the party
entitled to the Downpayment and the party receiving the interest shall pay any income
taxes thereon If interest is not held for the benefit of the parties the Downpayment shall
be placed in an IOLA account or as otherwise permitted or required by law The Social
Security or Federal Identification numbers of the parties shall be furnished to Escrowee
upon request At Closing the Downpayment shall be paid by Escrowee to Seller If for
any reason Closing does not occur and either party gives Notice (as defined in paragraph
14) to Escrowee demanding payment of the Downpayment Escrowee shall give prompt
Notice to the other party of such demand If Escrowee does not receive Notice of
objection from such other party to the proposed payment within 10 business days after
the giving of such Notice Escrowee is hereby authorized and directed to make such
payment If Escrowee does receive such Notice of objection within such 10 day period or
if for any other reason Escrowee in good faith shall elect not to make such payment
Escrowee shall continue to hold such amount until otherwise directed by Notice from the
parties to this Contract or a final nonappealable judgment order or decree of a court
However Escrowee shall have the right at any time to deposit the Downpayment with the
clerk of a court in the county in which the Unit is located and shall give Notice of such
deposit to Seller and Purchaser Upon such deposit or other disbursement in accordance
with the terms of this para 16 Escrowee shall be relieved and discharged of all further
obligations and responsibilities hereunder
(b) The parties acknowledge that Escrowee is acting solely as a
stakeholder at their request and for their convenience and that Escrowee shall not be
liable to either party for any act or omission on its part unless taken or suffered in bad
faith or in willful disregard of this Contract or involving gross negligence on the part of
Escrowee Seller and Purchaser jointly and severally (with right of contribution) agree to
- 9 -
defend (by attorneys selected by Escrowee) indemnify and hold Escrowee harmless from
and against all costs claims and expenses (including reasonable attorneysrsquo fees) incurred
in connection with the performance of Escroweersquos 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 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 Escroweersquos agreement to the provisions of this para 16 by signing in
the place indicated in this Contract
(e) Escrowee or any member of its firm shall be permitted to act as
counsel for Seller in any dispute as to the disbursement of the Downpayment or any other
dispute between the parties whether or not Escrowee is in possession of the
Downpayment and continues to act as Escrowee
(f) The party whose attorney is Escrowee shall be liable for loss of the
Downpayment
17 FIRPTA Seller represents and warrants to Purchaser that Seller is not a
ldquoforeign personrdquo as defined in IRC sect 1445 as amended and the regulations issued
thereunder (ldquoCode Withholding Sectionrdquo) At the Closing Seller shall deliver to
Purchaser a certificate stating that Seller is not a foreign person in the form then required
by the Code Withholding Section or a withholding certificate from the Internal Revenue
Service In the event Seller fails to deliver the aforesaid certificate or in the event that
Purchaser is not entitled under the Code Withholding Section to rely on such certificate
Purchaser shall deduct and withhold from the Purchase Price a sum equal to 10 thereof
and shall at Closing remit the withheld amount with the required forms to the Internal
Revenue Service
18 Title Report Acceptable Title (a) Purchaser shall promptly after the date
hereof or after receipt of the mortgage commitment letter if applicable order a title
insurance report from the Title Company Promptly after receipt of the title report and
thereafter of any continuations thereof and supplements thereto Purchaser shall forward a
copy of each such report continuation or supplement to the attorney for Seller Purchaser
shall further notify Sellerrsquos attorney of any other objections to title not reflected in such
title report of which Purchaser becomes aware following the delivery of such report
reasonably promptly after becoming aware of such objections
(b) Any unpaid taxes assessments water charges and sewer rents
together with the interest and penalties thereon to a date not less than two days following
- 10 -
the date of Closing and any other liens and encumbrances which Seller is obligated to
pay and discharge or which are against corporations estates or other persons in the chain
of title together with the cost of recording or filing any instruments necessary to
discharge such liens and encumbrances of record may be paid out of the proceeds of the
monies payable at the Closing if Seller delivers to Purchaser at the Closing official bills
for such taxes assessments water charges sewer rents interest and penalties and
instruments in recordable form sufficient to discharge any other liens and encumbrances
of record Upon request made a reasonable time before the Closing Purchaser shall
provide at the Closing separate checks for the foregoing payable to the order of the holder
of any such lien charge or encumbrance and other wise complying with subpara 3(b) If
the Title Company is willing to insure Purchaser that such charges liens and
encumbrances will not be collected out of or enforced against the Unit and is willing to
insure the lien of Purchaserrsquos Institutional Lender (as hereinafter defined) free and clear
of any such charges liens and encumbrances then Seller shall have the right in lieu of
payment and discharge to deposit with the Title Company such funds or to give such
assurances or to pay such special or additional premiums as the Title Company may
require in order to so insure In such case the charges liens and encumbrances with
respect to which the Title Company has agreed so to insure shall not be considered
objections to title
(c) Seller shall convey and Purchaser shall accept fee simple title to the
Unit in accordance with the terms of this Contract subject only to (a) the Permitted
Exceptions and (b) such other matters as (i) the Title Company or any other title insurer
licensed to do business by the State of New York shall be willing without special or
additional premium to omit as exceptions to coverage or to except with insurance against
collection out of or enforcement against the Unit and (ii) shall be accepted by any lender
which has committed in writing to provide mortgage financing to Purchaser for the
purchase of the Unit (ldquoPurchaserrsquos Institutional Lenderrdquo) except that if such
acceptance by Purchaserrsquos Institutional Lender is unreasonably withheld or delayed such
acceptance shall be deemed to have been given
(d) Notwithstanding any contrary provisions in this Contract express or
implied or any contrary rule of law or custom if Seller shall be unable to convey the
Unit in accordance with this Contract (provided that Seller shall release discharge or
otherwise cure at or prior to Closing any matter created by Seller after the date hereof and
any existing mortgage unless this sale is subject to it) and if Purchaser elects not to
complete this transaction without abatement of the Purchase Price the sole obligation and
liability of Seller shall be to refund the Downpayment to Purchaser together with the
reasonable cost of the examination of title to and departmental violation searches in
respect of the Unit and upon the making of such refund and payment this Contract shall
be deemed cancelled and of no further force or effect and neither party shall have any
further rights against or obligations or liabilities to the other by reason of this Contract
However nothing contained in this subpara 18(d) shall be construed to relieve Seller
from liability due to a willful default
- 11 -
19 Risk of Loss Casualty (a) The risk of loss or damage to the Unit or the
personal property included in this sale by fire or other casualty until the earlier of the
Closing or possession of the Unit by Purchaser is assumed by Seller but without any
obligation of Seller to repair or replace any such loss or damage unless Seller elects to do
so as hereinafter provided Seller shall notify Purchaser of the occurrence of any such
loss or damage to the Unit or the personal property included in this sale within 10 days
after such occurrence or by the date of Closing whichever first occurs and by such
notice shall state whether or not Seller elects to repair or restore the Unit andor the
personal property as the case may be If Seller elects to make such repairs and
restorations Sellerrsquos notice shall set forth an adjourned date for the Closing which shall
be not more than 60 days after the date of the giving of Sellerrsquos notice If Seller either
does not elect to do so or having elected to make such repairs and restorations fails to
complete the same on or before said adjourned date for the Closing Purchaser shall have
the following options
(i) To declare this Contract cancelled and of no further force or
effect and receive a refund of the Downpayment in which event neither party shall
thereafter have any further rights against or obligations or liabilities to the other by
reason of this Contract or
(ii) To complete the purchase in accordance with this Contract
without reduction in the Purchase Price except as provided in the next sentence If Seller
carries hazard insurance covering such loss or damage Seller shall turn over to Purchaser
at the Closing the net proceeds actually collected by Seller under the provisions of such
hazard insurance policies to the extent that they are attributable to loss of or damage to
any property included in this sale less any sums theretofore expended by Seller in
repairing or replacing such loss or damage or in collecting such proceeds and Seller shall
assign (without recourse to Seller) Sellerrsquos right to receive any additional insurance
proceeds which are attributable to the loss of or damage to any property included in this
sale
(b) If Seller does not elect to make such repairs and restorations
Purchaser may exercise the resulting option under (i) or (ii) of (a) above only by notice
given to Seller within 10 days after receipt of Sellerrsquos notice If Seller elects to make such
repairs and restorations and fails to complete the same on or before the adjourned closing
date Purchaser may exercise either of the resulting options within 10 days after the
adjourned closing date
(c) In the event of any loss of or damage to the Common Elements which
materially and adversely affects access to or use of the Unit arising after the date of this
Contract but prior to the Closing Seller shall notify Purchaser of the occurrence thereof
within 10 days after such occurrence or by the date of Closing whichever occurs first in
which event Purchaser shall have the following options
- 12 -
(i) To complete the purchase in accordance with this Contract
without reduction in the Purchase Price or
(ii) To adjourn the Closing until the first to occur of (1)
completion of the repair and restoration of the loss or damage to the point that there is no
longer a materially adverse effect on the access to or use of the Unit or (2) the 60th day
after the date of the giving of Sellerrsquos aforesaid notice In the event Purchaser elects to
adjourn the Closing as aforesaid and such loss or damage is not so repaired and restored
within 60 days after the date of the giving of Sellerrsquos aforesaid notice then Purchaser
shall have the right either to (x) complete the purchase in accordance with this Contract
without reduction in the Purchase Price or (y) declare this Contract cancelled and of no
further force or effect and receive a refund of the Downpayment in which latter event
neither party shall thereafter have any further rights against or obligations or liabilities
to the other by reason of this Contract
(d) In the event of any loss of or damage to the Common Elements which
does not materially and adversely affect access to or use of the Unit Purchaser shall
accept title to the Unit in accordance with this Contract without abatement of the
Purchase Price
20 Internal Revenue Service Reporting Requirement Each party shall
execute acknowledge and deliver to the other party such instruments and take such other
actions as such other party may reasonably request in order to comply with IRC sect
6045(e) as amended or any successor provision or any regulations promulgated pursuant
thereto insofar as the same requires reporting of information in respect of real estate
transactions The provisions of this para 20 shall survive the Closing The parties
designate _________________________________ as the attorney responsible for
reporting this information as required by law
21 Broker Seller and Purchaser represent and warrant to each other that the only
real estate broker with whom they have dealt in connection with this Contract and the
transaction set forth herein is ______________________________ and that they know of
no other real estate broker who has claimed or may have the right to claim a commission
in connection with this transaction The commission of such real estate broker shall be
paid by Seller pursuant to separate agreement If no real estate broker is specified above
the parties acknowledge that this Contract was brought about by direct negotiation
between Seller and Purchaser and each represents to the other that it knows of no real
estate broker entitled to a commission in connection with this transaction Seller and
Purchaser shall indemnify and defend each other against any costs claims or expenses
(including reasonable attorneysrsquo fees) arising out of the breach on their respective parts of
any representation warranty or agreement contained in this para 21 The provisions of
this para 21 shall survive the Closing or if the Closing does not occur the termination of
this Contract
- 13 -
22 Mortgage Commitment Contingency (Delete paragraph if inapplicable) (a)
The obligation of Purchaser to purchase under this Contract is conditioned upon issuance
on or before ____________ days after a fully executed copy of this Contract is given to
Purchaser or Purchaserrsquos attorney in the manner set forth in paragraph 14 or
subparagraph 22(k) (the ldquoCommitment Daterdquo) 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 Purchasers sole cost and expense of $______________ for a term of at least _______
years (or such lesser sum or shorter term as Purchaser shall be willing to accept) at the
prevailing fixed or adjustable rate of interest and on other customary commitment terms
(the ldquoCommitmentrdquo) To the extent a Commitment is conditioned on the sale of
Purchaserrsquos current home payment of any outstanding debt no material adverse change
in Purchaserrsquos 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 Lenderrsquos approval of an appraisal shall not be deemed a ldquoCommitmentrdquo
hereunder until an appraisal is approved (and if that does not occur before the
Commitment Date Purchaser may cancel under subparagraph 22(e) unless the
Commitment Date is extended) Purchaserrsquos 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 Purchaserrsquos
election more than one Institutional Lender for such mortgage loan (ii) furnish accurate
and complete information regarding Purchaser and members of Purchaserrsquos 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 22(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 (ldquoMortgage Brokerrdquo) shall constitute full compliance with
the terms and conditions set forth in subparagraph 22(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 22
- 14 -
(e) If no Commitment is issued by the 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 22(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 22
(f) If this Contract is canceled by Purchaser pursuant to subparagraphs
22(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 21
(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 22(a) then Purchaser shall be deemed to have waived
Purchaserrsquos right to cancel this Contract and to receive a refund of the Downpayment by
reason of the contingency contained in this paragraph 22
(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 of its obligations under this
paragraph 22) and except as set forth in paragraph 21
(i) The attorneys for the parties are hereby authorized to give and receive
on behalf of their clients all Notices and deliveries under this paragraph 22
(j) For purposes of this Contract the term ldquoInstitutional Lenderrdquo 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
(k) For purposes of subparagraph (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
- 15 -
23 Gender Etc As used in this Contract the neuter includes the masculine and
feminine the singular includes the plural and the plural includes the singular as the
context may require
24 Entire Contract All prior understandings and agreements between Seller and
Purchaser are merged in this Contract and this Contract supersedes any and all
understandings and agreements between the parties and constitutes the entire agreement
between them with respect to the subject matter hereof
25 Captions The captions in this Contract are for convenience and reference
only and in no way define limit or describe the scope of this Contract and shall not be
considered in the interpretation of this Contract or any provision hereof
26 No Assignment by Purchaser Purchaser may not assign this Contract or any
of Purchaserrsquos rights hereunder
27 Successors and Assigns Subject to the provisions of para 26 the provisions
of this Contract shall bind and inure to the benefit of both Purchaser and Seller and their
respective distributees executors administrators heirs legal representatives successors
and permitted assigns
28 No Oral Changes This Contract cannot be changed or terminated orally Any
changes or additional provisions must be set forth in a rider attached hereto or in a
separate written agreement signed by both parties to this Contract
29 Contract Not Binding Until Signed This Contract shall not be binding or
effective until properly executed and delivered by Seller and Purchaser
30 Lead-Based Paint If applicable the complete and fully executed disclosure
of information on lead-based paint andor lead-based paint hazards is attached hereto and
made a part hereof
IN WITNESS WHEREOF the parties hereto have duly executed this Contract
on the day and year first above written
Seller Purchaser
_________________________________ ____________________________________
- 16 -
Agreed to as to para 16 ________________________________
Giddins Claman LLP Escrowee
Escrow Depository
Address
SCHEDULE A - Permitted Exceptions
1 Zoning laws and regulations and landmark historic or wetlands designation
which are not violated by the Unit and which are not violated by the Common Elements
to the extent that access to or use of the Unit would be materially and adversely affected
2 Consents for the erection of any structure or structures on under or above any
street or streets on which the Building may abut
3 The terms burdens covenants restrictions conditions easements and rules
and regulations set forth in the Declaration By-Laws and rules and regulations of the
Condominium the Power of Attorney from Purchaser to the board of managers of the
Condominium and the floor plans of the Condominium all as may be amended from time
to time
4 Rights of utility companies to lay maintain install and repair pipes lines
poles conduits cable boxes and related equipment on over and under the Building and
Common Elements provided that none of such rights imposes any monetary obligation
on the owner of the Unit or materially interferes with the use of or access to the Unit
5 Encroachments of stoops areas cellar steps trim cornices lintels window
sills awnings canopies ledges fences hedges coping and retaining walls projecting
from the Building over any street or highway or over any adjoining property and
encroachments of similar elements projecting from adjoining property over the Common
Elements
6 Any state of facts which an accurate survey or personal inspection of the
Building Common Elements or Unit would disclose provided that such facts do not
prevent the use of the Unit for dwelling purposes For the purposes of this Contract none
of the facts shown on the survey if any identified below shall be deemed to prevent the
use of the Unit for dwelling purposes and Purchaser shall accept title subject thereto
- 17 -
The survey referred to in No 6 above was prepared by
___________________________ dated _____________________ and last revised
____________________
7 The lien of any unpaid common charge real estate tax water charge sewer
rent or vault charge provided the same are paid or apportioned at the Closing as herein
provided
8 The lien of any unpaid assessments to the extent of installments thereof
payable after the Closing
9 Liens encumbrances and title conditions affecting the Common Elements
which do not materially and adversely affect the right of the Unit owner to use and enjoy
the Common Elements
10 Notes or notices of violations of law or governmental orders ordinances or
requirements (a) affecting the Unit and noted or issued subsequent to the date of this
Contract by any governmental department agency or bureau having jurisdiction and (b)
any such notes or notices affecting only the Common Elements which were noted or
issued prior to or on the date of this Contract or at any time hereafter
11 Any other matters or encumbrances subject to which Purchaser is required to
accept title to the Unit pursuant to this Contract
ABOUT THE SPEAKERS
Lisa Lippman Senior Vice President and Director was the 1 broker at Brown Harris Stevens in 2009 With 13 years of experience selling real estate Lisa specializes in the sale of high end cooperatives condominiums and townhomes throughout Manhattan As is clear from her record even in tough times Lisa manages to both sell and find homes for her clients
Other awards Lisa has won in the last few years include
middotWall Street Journal top 400-Lisa was 11 in the nation and 2 in Manhattan 2009middotWall Street Journal top 50 brokers in America 2007middotBrown Harris Stevens Westside Office Broker of the Year All Years 2006 - 2009 middotBrown Harris Stevens Westside Office Listing Broker of the Year 2007 2008 2009middotBrown Harris Stevens Largest New Development Deal of the Year 2009
Prior to becoming a real estate broker Lisa spent several years as a lawyer practicing litigation at two prestigious law firms She graduated from The University of Pennsylvania in 1986 and earned her law degree from Cardozo in 1990 Lisarsquos legal background affords her a keen understanding of the negotiation process as well as the complexities needed to complete the deal
A New York City resident for 24 years Lisa offers impeccable knowledge of the market as it applies across all neighborhoods She has lived downtown on the Upper East Side and has now resided on the Upper West Side for the past 14 years Additionally as the mother of three children Lisa is personally involved in the decisions all buyers face in choosing a neighborhood and a home
Lisa takes pride in being a straight-forward intelligent and honest broker She understands the individual needs of each client as well as their comfort with the purchase andor sale process Her listening talents combined with her unbeatable memory work ethic and negotiation skills allow her to service her buyers and sellers most effectively Lisa is also active in the New York community including the UJA and her childrenrsquos school All of this enables her to offer a well-rounded approach to navigating the New York real estate landscape bringing to life the nuances and charms that the City and its real estate market have to offer
LISA LIPPMANSenior Vice PresidentDirector
Lisa Lippman bull 212- 588-5606 bull fax 212-418-9733 bull llippmanbhsusacom
GIDDINS bull CLAMAN LLP
Attorneys at Law
675 THIRD AVENUE
29TH
FLOOR
NEW YORK NEW YORK 10017
(212)573-6703
FAX (212)949-1923 Paul M Giddins
Scott Claman
Giddins Claman LLP ndash Firm Biography
Giddins Claman LLP (formerly Giddins Claman amp Langs LLP) was
established in 1988 by Paul M Giddins formerly an Assistant District Attorney in
the New York County District Attorneyrsquos Office For over 20 years the firm has
specialized in real estate matters in the New York City metropolitan area with an
active transactional real estate practice Mr Giddins has specialized in residential
real estate during that time In addition to purchase sale and refinance transactions
Mr Giddins represents cooperative apartment boards of directors and condominium
boards of managers Mr Giddins also regularly gives lectures and seminars on real
estate matters for many of the prominent real estate brokerage firms in New York
Scott Claman has been in the practice of law in New York for over 26 years
and joined the firm as a member in 1996 having previously been a partner at a law
firm that specialized in the representation of cooperative apartment boards of
directors and condominium boards of managers Mr Claman is regularly engaged
in a variety of transactional real estate matters ranging from commercial leasing
mortgage financing and asset dispositions to individual apartment and house sales
In addition to individual and institutional owners of residential and commercial real
estate Mr Claman also represents cooperative apartment boards of directors and
condominium boards of managers and has given numerous lectures and seminars
on real estate matters for the Real Estate Board of New York and for many of the
prominent real estate brokerage firms in New York
Steven M Nachman serves as Of Counsel to the firm in connection with
commercial and general litigation matters Mr Nachman formerly associated with
the firm of Stroock amp Stroock amp Lavan has over 20 years of civil litigation
experience
Giddins Claman LLP is proud to provide our clients with the benefits of our
collective experience as seasoned litigators and transactional real estate specialists
while maintaining our personal commitment to represent our clients in a manner
associated with a smaller practice
ManhattanResidential Market Report
Fourth Quarter 2010
Manhattan Cooperatives and Condominiums
2 Fourth Quarter 2010
Average and Median Sale Price
Cooperative Average Sale Price
Condominium Average Sale Price
Cover Property BrownHarrisStevenscom WEB272151
Average Sale Price Median Sale Price
Prices for Manhattan apartments continued to edge upward
as their average sale price of $1432787 was 8 higher
than a year ago This marked the sixth straight quarter that
the average price has risen While the number of recorded
transactions fell 25 from a year ago the fourth quarter of 2009
was uncharacteristically busy due to pent-up demand after the
collapse of Lehman Brothers had frozen the market earlier that year
The average co-op price continued to rise sharply as
more buyers favored larger apartments compared to a year ago Two-bedroom and larger
units accounted for 45 of co-op sales up from 40 a year ago This helped push
the overall average co-op price up 17 from 2009rsquos fourth
quarter to $1158333
Condo prices averaged $1751219 during the fourth
quarter 1 higher than a year ago One-bedrooms posted the
biggest increase in average price rising 9 over the past year
to $844964
Studio 1-Bedroom 2-Bedroom 3+Bedroom All
4th Q 10 $342545 $593718 $1231116 $3150700 $1158333
3rd Q 10 $366086 $606444 $1206257 $3049980 $1156733
2nd Q 10 $356696 $597311 $1301392 $2872496 $1065814
1st Q 10 $334307 $587538 $1132150 $3098881 $1079195
4th Q 09 $345725 $585238 $1133967 $3001012 $990921
Studio 1-Bedroom 2-Bedroom 3+Bedroom All
4th Q 10 $495002 $844964 $1637638 $4567750 $1751219
3rd Q 10 $495876 $809514 $1596021 $3835376 $1724180
2nd Q 10 $464559 $840829 $1570772 $3922994 $1686690
1st Q 10 $529970 $819785 $1608375 $4250098 $1730415
4th Q 09 $554568 $772525 $1583362 $4574080 $1732362
Average Sale Price Median Sale Price
$1600000
$1400000
$1200000
$1000000
$800000
$400000
$600000
$1369883 $820000
1Q10
$1324504 $800000
4Q09
$1432787 $840000
4Q10
$1423378 $890000
3Q10
$1377135 $842779
2Q10
Fourth Quarter 2010 3
New Developments Lofts
Time on the Market
Excludes new developments and units listed over one year Based on the last asking price Excludes new developments
Average Price Per Square Foot
New development prices averaged $1099 per square foot 11 less than during the fourth quarter of 2009 This was due in part to an increase in the percent of new development sales in Northern Manhattan from 9 a year ago to 15 At $1052 the average price per square foot for loft apartments was 3 higher than during 2009rsquos fourth quarter
Apartments sold during the quarter spent an average of 113 days on the market 14 less time than a year ago Sellers received 955 of the last asking price up slightly from the fourth quarter of 2009
Asking Vs Selling Price
$700
$900
$1100
$1300 $1099
4Q10
$1238
4Q09
$1146
1Q10 2Q10
$1176
$700
$900
$1100
$1300 $1052
4Q10
$1017
4Q09
$1037
1Q10
$1066
2Q10
$1112
3Q10
$1077
3Q10
75 days
100 days
125 days
150 days 113
4Q10
132
4Q09
119
1Q10
112
2Q10
85
90
95
100 955
4Q10
954
4Q09
962
1Q10
97
3Q10
959
3Q10
966
2Q10
Generally 59th to 96th Street Fifth Avenue to the East River
Cooperative Condominium
East sidE
4 Fourth Quarter 2010
Average Price Per Square Foot
At an average of $1581971 prices for two-bedroom East Side
apartments were 14 higher than a year ago The average price fell
13 for three-bedroom and larger apartments due in part to 2 closings
of over $30 million a year ago inflating that figure Co-ops fared better than condos as the average
price per room rose for both prewar and postwar co-ops over the past year
while the average condo price per square foot fell
Average Price Per Room
4Q09 4Q10
Studio 1-Bedroom 2-Bedroom 3+Bedroom
Percent of Sales
4th Q 09 10 35 36 19
4th Q 10 11 39 28 22
Average Price
4th Q 09 $351462 $647300 $1383364 $4146087
4th Q 10 $355459 $647207 $1581971 $3605513
Change 1 0 14 -13
$100000
$300000
$150000
$200000
$250000
$350000
$400000
$50000
$200
$1000
$400
$600
$800
$1200
$1400
$0
Postwar
$204713 $210559
Prewar
$348425 $383335
4Q10
$1126
4Q09
$1168
Generally 59th to 110th Street Hudson River to West of Fifth Avenue
WEst sidE
Fourth Quarter 2010 5
Cooperative CondominiumAverage Price Per Room Average Price Per Square Foot
With the exception of studios prices rose for all other size categories of apartments on
the West Side led by a 21 gain in the average price for
three-bedroom and larger units This increase was helped by
535 West End Avenue whose three-bedroom closing prices averaged over $115 million
in the fourth quarter Co-ops remained strong as the average
price per room rose 21 for prewar and 12 for postwar co-ops on the West Side The average condo price per square
foot rose 3 to $1309 making the West Side the only
area where both co-op and condo prices were higher
than a year ago
4Q09 4Q10
Studio 1-Bedroom 2-Bedroom 3+Bedroom
Percent of Sales
4th Q 09 10 37 37 16
4th Q 10 8 33 38 21
Average Price
4th Q 09 $417466 $656421 $1326640 $3325062
4th Q 10 $391228 $766529 $1378920 $4030338
Change -6 17 4 21
$125000
$225000
$150000
$175000
$200000
$250000
$275000
$100000
$200
$1000
$400
$600
$800
$1200
$1400
$0
4Q09
$1267
4Q10
$1309
Prewar
$215967 $260653
Postwar
$189264 $212348
MidtoWn East Generally 34th to 59th Street Fifth Avenue to the East River
MidtoWn
MidtoWn WEst Generally 34th to 59th Street Hudson River to West of Fifth Avenue
6 Fourth Quarter 2010
Cooperative Condominium
Cooperative Condominium
Average Price Per Room Average Price Per Square Foot
Average Price Per Room Average Price Per Square Foot
A couple of high-end closings at The Plaza and One Beacon Court helped bring the average condo price per square foot 27 higher in the Midtown East market compared
to a year ago The average price per room fell 5 for prewar while rising
8 for postwar co-ops
The average price per square foot rose 12 for condos over the
past year in the Midtown West market A number of closings at The Sheffield and Platinum
helped bring up this figure The average price per room fell for
both prewar and postwar co-ops in this market compared
to a year ago
$175000
$100000
$125000
$150000
$200000
$225000
$1000
$250
$500
$750
$1250
$1500
4Q09 4Q10
$212198 $200857
Prewar
$188662 $204639
Postwar
$1171
4Q09
$1485
4Q10
$252044 $199029 $231213 $221850 $1180$1055
4Q10Prewar Postwar 4Q09
$1000
$250
$500
$750
$1250
$1500
4Q09 4Q10
$200000
$50000
$100000
$150000
$250000
$300000
Cooperative Condominium
Fourth Quarter 2010 7
Average Price Per Room Average Price Per Square Foot
South of 34th Street
doWntoWn
While the average price fell 23 for three-bedroom and
larger apartments Downtown from a year ago a large
number of closings at the Superior Ink building inflated 2009rsquos figure This also is a reason why the overall condo
price per square foot fell 10 from a year ago The average
co-op price per room rose 13 for prewar and 4 for
postwar units from 2009rsquos fourth quarter
4Q09 4Q10
Studio 1-Bedroom 2-Bedroom 3+Bedroom
Percent of Sales
4th Q 09 17 43 28 12
4th Q 10 16 41 31 12
Average Price
4th Q 09 $452722 $704292 $1615877 $4665379
4th Q 10 $444618 $741919 $1581625 $3605513
Change -2 5 -2 -23
Prewar
$208503 $235826
Postwar
$188600 $195854
$100000
$200000
$125000
$150000
$175000
$225000
$250000
$75000
$800
$1200
$900
$1000
$1100
$1300
$1400
$700
4Q09
$1326
4Q10
$1194
Cooperative CondominiumAverage Price Per Room Average Price Per Square Foot
Generally North of 96th Street on the East Side and 110th Street on the West Side
NEW YORK CITY bull PALM BEACH bull THE HAMPTONS bull NORTH FORK 2129069200
EAST SIDE445 Park AvenueHall F Willkie PresidentRuth McCoy EVPManaging Director of Sales
UPPER EAST SIDE1121 Madison AvenuePeter R Marra EVPManaging Director of Sales
EDWARD LEE CAVE DIVISION790 Madison AvenueCaroline E Y GuthriePresident
WEST SIDE1926 BroadwayJames M Gricar EVP Managing Director of Sales
BROOKLYN HEIGHTS129 Montague StreetChristopher Thomas EVPManaging Director of Sales
PARK SLOPE100 Seventh AvenueMaryAnn Albano EVPManaging Director of Sales
NEW DEVELOPMENT445 Park Avenue James M GricarManaging DirectorBrown Harris Stevens On-Site Marketing and Sales
Prepared by Gregory Heym Chief Economist Brown Harris Stevenscopy2010 by Brown Harris Stevens All Rights Reserved This information may not be copied used or distributed without Brown Harris Stevensrsquo consent While information is believed true no guaranty is made of accuracy
While the average price fell for three-bedroom and larger apartments it was higher for
all other size categories in Northern Manhattan Condo
prices rose slightly as their average price per square foot of $566 was up 1 from a
year ago The average price per room fell for both prewar and
postwar co-ops compared to a year ago
This report is based on 1901 reported Manhattan apartment sales 25 less than were reported during last yearrsquos comparable period
VILLAGE2 Fifth AvenueKevin Kovesci EVPManaging Director of Sales
TRIBECA43 North MooreKevin Kovesci EVPManaging Director of Sales
northErn Manhattan
Studio 1-Bedroom 2-Bedroom 3+Bedroom
Percent of Sales
4th Q 09 6 35 43 16
4th Q 10 8 38 38 16
Average Price
4th Q 09 $227611 $352759 $567332 $1101778
4th Q 10 $319798 $394509 $577071 $710832
Change 41 12 2 -35
$100
$500
$200
$300
$400
$600
$700
$0
4Q09 4Q10
4Q09
$563
4Q10
$566
$70000
$110000
$80000
$90000
$100000
$120000
$130000
$60000
Prewar
$120601 $97757
Postwar
$110104 $106330
Faculty Biographies
REAL PROPERTY SECTION gt Officer Bio
Chair Leo Genn Esq
Office Address Northside Center for Child Development 1301 Fifth Ave New York NY 10029-3119
Phone 212-426-3406 Fax 212-410-7561 Email lgenn_esqyahoocom
After working briefly as a litigator Mr Genn became House Counsel at NorthsideCenter for Child Development a Manhattan-based not for profit where he handles contract negotiations commercial leasing property management and insurance issues Mr Genn also writes government grants Before law school Mr Genn spent eight years managing commercial and residential real estate in New York City Mr Genn has also worked for New York Citys Office of Economic Development In March 2002 Mr Genns article on the notice requirements in foreclosure proceedings appeared on thecover of the New York Real Estate Law Reporter Mr Gennrsquos favorite law quote is Oliver Wendell Holmes remark A word is not a crystal transparent and unchanged it isthe skin of a living thought and may vary greatly in color and content according to thecircumstances and time in which it is used Mr Gennrsquos favorite case is Raffles v
ichelhaus and his favorite legal fiction is promissory estoppel W
Paul M Giddins Partner
Giddins Claman LLP Paul M Giddins is a partner at Giddins Claman LLP a law firm in New York City Mr Giddins received a Bachelor of Arts degree from Trinity College- Hartford and a law degree from American University Washington School of Law
LISA LIPPMAN | Senior Vice President Director | Licensed Associate Real Estate Broker
printer friendly page
1926 Broadway New York NY 10023 Tel (212) 588-5606 Fax (212) 418-9733 llippmanbhsusacom download contact info view current listings view sold listings
FEATURED PROPERTY - UPPER EAST SIDE
2COOPERATIVE
25 EAST 79TH STREET
rice $1299000
isting ID 1127158
PBedrooms 2 Baths 20 L
Lisa Lippman Senior Vice President and Director was the 1 broker at Brown Harris Stevens in 2009 With 13 years of experience selling real estate Lisa specializes in the sale of high end cooperatives condominiums and townhomes throughout Manhattan As is clear from her record even in tough times Lisa manages to both sell and find homes for her clients Other awards Lisa has won in the last few years include middotWall Street Journal top 400-Lisa was 11 in the nation and 2 in Manhattan 2009 middotWall Street Journal top 50 brokers in America 2007 middotBrown Harris Stevens Westside Office Broker of the Year All Years 2006 - 2009 middotBrown Harris Stevens Westside Office Listing Broker of the Year 2007 2008 2009 middotBrown Harris Stevens Largest New Development Deal of the Year 2009 Prior to becoming a real estate broker Lisa spent several years as a lawyer practicing litigation at two prestigious law firms She graduated from The University of Pennsylvania in 1986 and earned her law degree from Cardozo in 1990 Lisas legal background affords her a keen understanding of the negotiation process as well as the complexities needed to complete the deal A New York City resident for 24 years Lisa offers impeccable knowledge of the market as it applies across all neighborhoods She has lived downtown on the Upper East Side and has now resided on the Upper West Side for the past 14 years Additionally as the mother of three children Lisa is personally involved in the decisions all buyers face in choosing a neighborhood and a home Lisa takes pride in being a straight-forward intelligent and honest broker She understands the individual needs of each client as well as their comfort with the purchase andor sale process Her listening talents combined with her unbeatable memory work ethic and negotiation skills allow her to service her buyers and sellers most effectively Lisa is also active in the New York community including the UJA and her childrens school All of this enables her to offer a well-rounded approach to navigating the New York real estate landscape bringing to life the nuances and charms that the City and its real estate market have to offer
Own Attorney Approx $2000 +- as negotiated
Bank Fees (application credit appraisal bank attorney and miscellaneous) Approx $2200 as determined by bank
Short-term Interest One month max (prorated for month of closing)
Miscellaneous Recording Fees Approx $500
Mortgage Recording Fee205 of entire amount of Mortgage on Loans $500000 or under or 2175 of entire amount of Mortgage on Loans exceeding $500000
Fee Title Insurance Approx $8000 for $2000000 NYC condo based on rate schedule
Mortgagee Title Insurance Approx $1500 for $1500000 NYC condo mortgage based on rate schedule
Miscellaneous Title Charges Approx $500
Managing Agentrsquos Fee Approx $500 as determined by building
Adjustments
Common Charges Approx 1 month (prorated for month of closing)
Real estate Tax escrow Approx 8 months (prorated to closing plus 6 month escrow may include insurance)
Mansion Tax 1 of entire gross purchase price if purchase price exceeds $1000000
Move-in Deposit or Fee Approx $1000 as determined by building
lien Search (Co-ops Only) Approx $350
FOR The PURChASeR
123 - Contract of sale cooperative apartment 7-01
Prepared by The Committee on Condominiums and Cooperatives of the Real Property Section of the New York State Bar Association
CONSULT YOUR LAWYER BEFORE SIGNING THIS AGREEMENT
Contract of Sale - Cooperative Apartment
This Contract is made as of October 2010 between the Seller and the Purchaser identified below
1 Certain Definitions and Information
11 The Parties are
111 Seller
Prior names used by Seller
Address
New York NY
S S No
112 Purchaserrdquo
Address
New York NY
S S No
12 The Attorneys are (name address and telephone fax)
121 Sellers Attorneyrdquo
Giddins Claman LLP
675 Third Avenue 29th Floor
New York NY 10017
Attn Paul M Giddins Esq
(212)573-6703 Fax (212)949-1923
pgiddinsgcl-lawcom
122 Purchasers Attorney
13 The Escrowee is the Sellers Attorney
14 The Managing Agent is (name address and telephone fax)
15 The real estate Broker(s) (see para 12) isare
Lisa Lippman
Company Name Brown Harris Stevens
16 The name of the cooperative housing corporation (Corporation) is
17 The Unit number is
18 The Unit is located in Premises known as
19 The Shares are the shares of the Corporation allocated to the Unit
110 The Lease is the Corporations proprietary lease or occupancy agreement for the Unit given by the Corporation which expires on
111 Personalty is the following personal property to the extent existing in the Unit on the date hereof the refrigerators freezers ranges ovens built-in microwave ovens dishwashers garbage disposal units cabinets and
counters lighting fixtures chandeliers wall-to-wall carpeting plumbing and heating fixtures central air conditioning andor window or sleeve units washing machines dryers screens and storm windows window treatments switch plates door hardware mirrors built-ins not excluded in Paragraph 112 and
112 Specifically excluded from this sale is all personal property not included in para 111 and
113 The sale [does] [does not] include Sellers interest in
Storage Servants Room Parking Space (Included Interests)
114 The Closing is the transfer of ownership of the Shares and Lease
115 The date scheduled for Closing is 2010
(Scheduled Closing Date) at 200 PM (See para 9 and 10)
116 The Purchase Price is $
1161 The Contract Deposit is $
1162 The Balance of the Purchase Price due at Closing is
$ (See para 222)
117 The monthly Maintenance charge is $ (See para 4)
118 The Assessment if any payable to the Corporation at the date of this Contract is $ payable as follows
119 SellerPurchaser shall pay the Corporations flip tax transfer fee (apart from the transfer agent fee) andor waiver of option fee (Flip Tax) if any
120 Financing Options (Delete two of the following parapara 1 20 1 1202 or 1203)
1201 Purchaser may apply for financing in connection with this sale and Purchasers obligation to purchase under this Contract is contingent upon issuance of a Loan Commitment Letter by the Loan Commitment Date (para 1812)
1202 Purchaser may apply for financing in connection with this sale but Purchasers obligation to purchase this Contract is not contingent upon issuance of a Loan Commitment Letter
1203 Purchaser shall not apply for financing in connection with this sale
121 If para 120 1 or 1202 applies the Financing Terms for para 18 are A loan of $ for a term of 30 years or such lesser amount or shorter term as applied for or acceptable to Purchaser and the Loan Commitment Date for para 18 is 30 calendar days after the Delivery Date
122 The Delivery Date of this Contract is the date on which a fully executed counterpart of this Contract is deemed given to and received by Purchaser or Purchasers Attorney as provided in para 173
123 All Proposed Occupants of the Unit are
1231 persons and relationship to Purchaser
Purchasers
1232 pets
124 The Contract Deposit shall be held in [a non] [an] IOLA escrow account If the account is a non-IOLA account then interest shall be paid to the Party entitled to the Contract Deposit The Party receiving the interest shall pay any income taxes thereon The escrow account shall be a segregated bank account at
Depository XXXX Bank
Address (See para 27)
125 This Contract is [not] continued on attached rider(s)
2 Agreement to Sell and Purchase Purchase Price Escrow
21 Seller agrees to sell to Purchaser and Purchaser agrees to purchase from Seller the Sellers Shares Lease Personalty and any Included Interests and all other items included in this sale for the Purchase Price and upon the terms and conditions set forth in this Contract
22 The Purchase Price is payable to Seller by Purchaser as follows
221 the Contract Deposit at the time of signing this Contract by Purchasers good check to the order of Escrowee and
222 the Balance at Closing only by cashiers or official bank check or certified check of Purchaser payable to the direct order of Seller The check(s) shall be drawn on and payable by a branch of a commercial or savings bank savings and loan association or trust company located in the same City or County as the Unit Seller may direct on reasonable Notice (defined in para 17) prior to Closing that all or a portion of the Balance shall be made payable to persons other than Seller (see para 177)
3 Personalty
31 Subject to any rights of the Corporation or any holder of a mortgage to which the Lease is subordinate this sale includes all of the Sellers interest if any in the Personalty and the Included Interests
32 No consideration is being paid for the Personalty or for the Included Interests nothing shall be sold to Purchaser if the Closing does not occur
33 Prior to Closing Seller shall remove from the Unit all the furniture furnishings and other property not included in this sale and repair any damage caused by such removal
4 Representations and Covenants
41 Subject to any matter affecting title to the Premises (as to which Seller makes no representations or covenants) Seller represents and covenants that
4 11 Seller is and shall at Closing be the sole owner of the Shares Lease Personalty and Included Interests with the full right power and authority to sell and assign them Seller shall make timely provision to satisfy existing security interest(s) in the Shares and Lease and have the same delivered at Closing (See para 101)
412 the Shares were duly issued fully paid for and are non-assessable
413 the Lease is and will at Closing be in full force and effect and no notice of default under the Lease is now or will at Closing be in effect
414 the Maintenance and Assessments payable as of the date hereof are as specified in para 117 and 118
415 as of this date Seller neither has actual knowledge nor has received any written notice of any increase in Maintenance or any Assessment which has been adopted by the Board of Directors of the Corporation and is not reflected in the amounts set forth in parapara 117 and 118
416 Seller has not made any material alterations or additions to the Unit without any required consent of the Corporation or to Sellers actual knowledge without compliance with all applicable law This provision shall not survive Closing
417 Seller has not entered into shall not enter into and has no actual knowledge of any agreement (other than the Lease) affecting title to the Unit or its use andor occupancy after Closing or which would be binding on or adversely affect Purchaser after Closing (eg a sublease or alteration agreement)
418 Seller has been known by no other name for the past 10 years except as set forth in para 111
419 at Closing in accordance with para 152
4191 there shall be no judgments outstanding against Seller which have not been bonded against collection out of the Unit (Judgments)
4192 the Shares Lease Personalty and any Included Interests shall be free and clear of liens (other than the Corporations general lien on the Shares for which no monies shall be owed) encumbrances and adverse interests (Liens)
4193 all sums due to the Corporation shall be fully paid by Seller to the end of the payment period immediately preceding the date of Closing
4194 Seller shall not be indebted for labor or material which might give rise to the filing of a notice of mechanics lien against the Unit or the Premises and
4195 no violations shall be of record which the owner of the Shares and Lease would be obligated to remedy under the Lease
42 Purchaser represents and covenants that
421 Purchaser is acquiring the Shares and Lease for primary residential occupancy of the Unit solely by the Proposed Occupants identified in para 1 23
422 Purchaser is not and within the past 7 years has not been the subject of a bankruptcy proceeding
423 if para 1203 applies Purchaser shall not apply for financing in connection with this purchase
424 Each individual comprising Purchaser is over the age of 18 and is purchasing for Purchasers own account (beneficial and of record)
425 Purchaser shall not make any representations to the Corporation contrary to the foregoing and shall provide all documents in support thereof required by the Corporation in connection with Purchasers application for approval of this transaction and
426 there are not now and shall not be at Closing any unpaid tax liens or monetary judgments against Purchaser
43 Each Party covenants that its representations and covenants contained in para 4 shall be true and complete at Closing and except for para 416 shall survive Closing but any action based thereon must be instituted within one year after Closing
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 Corporations 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 Corporations shareholders under Internal Revenue Code (IRC) sect216 (or any successor statute)
6 Required Approval and References
61 This sale is subject to the unconditional consent of the Corporation
62 Purchaser shall in good faith
621 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 or if para 1201 or 1202 applies and the Loan Commitment Letter is required by the Corporation within 3 business days after the earlier of (i) the Loan Commitment Date (defined in para 12 1) or (ii) the date of receipt of the Loan Commitment Letter (defined in para 1812) whether said commitment letter is conditional or unconditional
622 attend (and cause any Proposed Occupant to attend) one or more personal interviews as requested by the Corporation and
623 promptly submit to the Corporation such further references data and documents reasonably requested by the Corporation 63 Either Party after learning of the Corporations 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 Corporations 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 para 63 the Escrowee shall refund the Contract Deposit to Purchaser 64 If such consent is refused or not given due to Purchasers bad faith conduct Purchaser shall be in default and para 131 shall govern 7 Condition of Unit and Personalty Possession 71 Seller makes no representation as to the physical condition or state of repair of the Unit the Personalty the Included Interests or the Premises Purchaser has inspected or waived inspection of the Unit the Personalty and the Included Interests and shall take the same as is as of the date of
this Contract except for reasonable wear and tear However at the time of Closing the appliances shall be in working order and required smoke detector(s) shall be installed and operable 72 At Closing Seller shall deliver possession of the Unit Personalty and Included Interests in the condition required by para 71 broom clean vacant and free of all occupants and rights of possession 8 Risk of Loss 81 The provisions of General Obligations Law Section 5-1311 as modified herein shall apply to this transaction as if it were a sale of realty For purposes of this paragraph the term Unit includes built-in Personalty 82 Destruction shall be deemed material under GOL 5-1311 if the reasonably estimated cost to restore the Unit shall exceed 5 of the Purchase Price 83 In the event of any destruction of the Unit or the Premises when neither legal title nor the possession of the Unit has been transferred to Purchaser Seller shall give Notice of the loss to Purchaser (Loss Notice) by the earlier of the date of Closing or 7 business days after the date of the loss 84 If there is material destruction of the Unit without fault of Purchaser this Contract shall be deemed canceled in accordance with para 163 unless Purchaser elects by Notice to Seller to complete the purchase with an abatement of the Purchase Price or 85 Whether or not there is any destruction of the Unit if without fault of Purchaser more than 10 of the units in the Premises are rendered uninhabitable or reasonable access to the Unit is not available then Purchaser shall have the right to cancel this Contract in accordance with para 163 by Notice to Seller 86 Purchasers Notice pursuant to para 84 or para 85 shall be given within 7 business days following the giving of the Loss Notice except that if Seller does not give a Loss Notice Purchasers Notice may be given at any time at or prior to Closing 87 In the event of any destruction of the Unit Purchaser shall not be entitled to an abatement of the Purchase Price (i) that exceeds the reasonably estimated cost of repair and restoration or (ii) for any loss that the Corporation is obliged to repair or restore but Seller shall assign to Purchaser without recourse Sellers claim if any against the Corporation with respect to such loss 9 Closing Location The Closing shall be held at the location designated by the Corporation or if no such designation is made at the office of Sellers Attorney 10 Closing 101 At Closing Seller shall deliver or cause to be delivered 1011 Sellers certificate for the Shares duly endorsed for transfer to Purchaser or accompanied by a separate duly executed stock power to Purchaser and in either case with any guarantee of Sellers signature required by the Corporation 1012 Sellers counterpart original of the Lease all assignments and assumptions in the chain of title and a duly executed assignment thereof to Purchaser in the form required by the Corporation 1013 FIRPTA documents required by para 25 1014 keys to the Unit building entrance(s) and if applicable garage mailbox storage unit and any locks in the Unit 1015 if requested an assignment to Purchaser of Sellers interest in the Personalty and Included Interests 1016 any documents and payments to comply with para 152 1017 If Seller is unable to deliver the documents required in para 1011 or 1012 then Seller shall deliver or cause to be delivered all documents and payments required by the Corporation for the issuance of anew certificate for the Shares or a new Lease 102 At Closing Purchaser shall 1021 pay the Balance in accordance with para 222 1022 execute and deliver to Seller and the Corporation an agreement assuming the Lease in the form required by the Corporation and 1023 if requested by the Corporation execute and deliver counterparts of a new lease substantially the same as the Lease for the balance of the Lease term in which case the Lease shall be canceled and surrendered to the Corporation together with Sellers assignment thereof to Purchaser
103 At Closing the Parties shall complete and execute all documents necessary 1031 for Internal Revenue Service (IRS) form 1099-S or other similar requirements 1032 to comply with smoke detector requirements and any applicable transfer tax filings and 1033 to transfer Sellers interest if any in and to the Personalty and Included Interests 104 Purchaser shall not be obligated to close unless at Closing the Corporation delivers 1041 to Purchaser a new certificate for the Shares in the name of Purchaser and 1042 a written statement by an officer or authorized agent of the Corporation consenting to the transfer of the Shares and Lease to Purchaser and setting forth the amounts of and payment status of all sums owed by Seller to the Corporation including Maintenance and any Assessments and the dates to which each has been paid 11 Closing Fees Taxes and Apportionments 11 1 At or prior to Closing 1111 Seller shall pay if applicable 11111 the cost of stock transfer stamps and 11112 transfer taxes except as set forth in para 11122 1112 Purchaser shall pay if applicable 11121 any fee imposed by the Corporation relating to Purchasers financing and 11122 transfer taxes imposed by statute primarily on Purchaser (eg the mansion tax) 112 The Flip Tax if any shall be paid by the Party specified in para 119 113 Any fee imposed by the Corporation and not specified in this Contract shall be paid by the Party upon whom such fee is expressly imposed by the Corporation and if no Party is specified by the Corporation then such fee shall be paid by Seller 114 The Parties shall apportion as of 1159 PM of the day preceding the Closing the Maintenance and any other periodic charges due the Corporation (other than Assessments) and STAR Tax Exemption (if the Unit is the beneficiary of same) based on the number of the days in the month of Closing 115 Assessments whether payable in a lump sum or installments shall not be apportioned but shall be paid by the Party who is the owner of the Shares on the date specified by the Corporation for payment Purchaser shall pay any installments payable after Closing provided Seller had the right and elected to pay the Assessment in installments 116 Each Party shall timely pay any transfer taxes for which it is primarily liable pursuant to law by cashiers official bank certified or attorneys escrow check This para 116 shall survive Closing 117 Any computational errors or omissions shall be corrected within 6 months after Closing This para 117 shall survive Closing 12 Broker 121 Each Party represents that such Party has not dealt with any person acting as a broker whether licensed or unlicensed in connection with this transaction other than the Broker(s) named in para 15 122 Seller shall pay the Brokers commission pursuant to a separate agreement The Broker(s) shall not be deemed to be a third-party beneficiary of this Contract 123 This para 12 shall survive Closing cancellation or termination of this Contract 13 Defaults Remedies and Indemnities 131 In the event of a default or misrepresentation by Purchaser Sellers sole and exclusive remedies shall be to cancel this Contract retain the Contract Deposit as liquidated damages and if applicable Seller may enforce the indemnity in para 133 as to brokerage commission or sue under para 134 Purchaser prefers to limit Purchasers exposure for actual damages to the amount of the Contract Deposit which Purchaser agrees constitutes a fair and reasonable amount of compensation for Sellers damages under the circumstances and is not a penalty The principles of real property law shall apply to this liquidated damages provision 132 In the event of a default or misrepresentation by Seller Purchaser shall have such remedies as Purchaser is entitled to at law or in equity including
specific performance because the Unit and possession thereof cannot be duplicated 133 Subject to the provisions of para 43 each Party indemnifies and holds harmless the other against and from any claim judgment loss liability cost or expense resulting from the indemnitors breach of any of its representations or covenants stated to survive Closing cancellation or termination of this Contract Purchaser indemnifies and holds harmless Seller against and from any claim judgment loss liability cost or expense resulting from the Lease obligations accruing from and after the Closing Each indemnity includes without limitation reasonable attorneys fees and disbursements court costs and litigation expenses arising from the defense of any claim and enforcement or collection of a judgment under this indemnity provided the indemnitee is given Notice and opportunity to defend the claim This para 133 shall survive Closing cancellation or termination of this Contract 134 In the event any instrument for the payment of the Contract Deposit fails of collection Seller shall have the right to sue on the uncollected instrument In addition such failure of collection shall be a default under this Contract provided Seller gives Purchaser Notice of such failure of collection and within 3 business days after Notice is given Escrowee does not receive from Purchaser an unendorsed good certified check bank check or immediately available funds in the amount of the uncollected funds Failure to cure such default shall entitle Seller to the remedies set forth in Paragraph 131 and to retain all sums as may be collected andor recovered 14 Entire Agreement Modification 141 All prior oral or written representations understandings and agreements had between the Parties with respect to the subject matter of this Contract and with the Escrowee as to para 27 are merged in this Contract which alone fully and completely expresses the Parties and Escrowees agreement 142 The Attorneys may extend in writing any of the time limitations stated in this Contract Any other provision of this Contract may be changed or waived only in writing signed by the Party or Escrowee to be charged 15 Removal of Liens and Judgments 151 Purchaser shall deliver or cause to be delivered to Seller or Sellers Attorney not less than 10 calendar days prior to the Scheduled Closing Date a Lien and Judgment search except that Liens or Judgments first disclosed in a continuation search shall be reported to Seller within 2 business days after receipt thereof but not later than the Closing Seller shall have the right to adjourn the Closing pursuant to para 16 to remove any such Liens and Judgments Failure by Purchaser to timely deliver such search or continuation search shall not constitute a waiver of Sellers covenants in para 4 as to Liens and Judgments However if the Closing is adjourned solely by reason of untimely delivery of the Lien and Judgment search the apportionments under Paragraph 113 shall be made as of 1159 PM of the day preceding the Scheduled Closing Date in para 115 152 Seller at Sellers expense shall obtain and deliver to the Purchaser the documents and payments necessary to secure the release satisfaction termination and discharge or removal of record of any Liens and Judgments Seller may use any portion of the Purchase Price for such purposes 153 This para 15 shall survive Closing 16 Sellers Inability 161 If Seller shall be unable to transfer the items set forth in para 21 in accordance with this Contract for any reason other than Sellers failure to make a required payment or other willful act or omission then Seller shall have the right to adjourn the Closing for periods not exceeding 60 calendar days in the aggregate but not extending beyond the expiration of Purchasers Loan Commitment Letter if para 1201 or 1202 applies 162 If Seller does not elect to adjourn the Closing or (if adjourned) on the adjourned date of Closing Seller is still unable to perform then unless Purchaser elects to proceed with the Closing without abatement of the Purchase Price either Party may cancel this Contract on Notice to the other Party given at any time thereafter 163 In the event of such cancellation the sole liability of Seller shall be to cause the Contract Deposit to be refunded to Purchaser and to reimburse Purchaser for the actual costs incurred for Purchases lien and title search if any
17 Notices and Contract Delivery 171 Any notice or demand (Notice) shall be in writing and delivered either by hand overnight delivery or certified or registered mail return receipt requested to the Party or and simultaneously in like manner to such Partys Attorney if any and to Escrowee at their respective addresses or to such other address as shall hereafter be designated by Notice given pursuant to this para 17 172 The Contract may be delivered as provided in para 171 or by ordinary mail 173 The Contract or each Notice shall be deemed given and received 1731 on the day delivered by hand 1732 on the business day following the date sent by overnight delivery 1733 on the 5th business day following the date sent by certified or registered mail or 1734 as to the Contract only 3 business days following the date of ordinary mailing 174 A Notice to Escrowee shall be deemed given only upon actual receipt by Escrowee 175 The Attorneys are authorized to give and receive any Notice on behalf of their respective clients 176 Failure or refusal to accept a Notice shall not invalidate the Notice 177 Notice pursuant to parapara 222 and 134 may be delivered by confirmed facsimile to the Partys Attorney and shall be deemed given when transmission is confirmed by senders facsimile machine 18 Financing Provisions 181 The provisions of parapara 181 and 182 are applicable only if para 1201 or 1202 applies 1811 An Institutional Lender is any of the following that is authorized under Federal or New York State law to issue a loan secured by the Shares and Lease and is currently extending similarly secured loan commitments in the county in which the Unit is located a bank savings bank savings and loan association trust company credit union of which Purchaser is a member mortgage banker insurance company or governmental entity 1812 A Loan Commitment Letter is a written offer from an Institutional Lender to make a loan on the Financing Terms (see para 1 2 1) at prevailing fixed or adjustable interest rates and on other customary terms generally being offered by Institutional Lenders making cooperative share loans An offer to make a loan conditional upon obtaining an appraisal satisfactory to the Institutional Lender shall not become a Loan Commitment Letter unless and until such condition is met An offer conditional upon any factor concerning Purchaser (eg sale of current home payment of outstanding debt no material adverse change in Purchasers financial condition etc) is a Loan Commitment Letter whether or not such condition is met Purchaser accepts the risk that and cannot cancel this Contract if any condition concerning Purchaser is not met 182 Purchaser directly or through a mortgage broker registered pursuant to Article 12-D of the Banking Law shall diligently and in good faith 1821 apply only to an Institutional Lender for a loan on the Financing Terms (see para 121) on the form required by the Institutional Lender containing truthful and complete information and submit such application together with such documents as the Institutional Lender requires and pay the applicable fees and charges of the Institutional Lender all of which shall be performed within 5 business days after the Delivery Date 1822 promptly submit to the Institutional Lender such further references data and documents requested by the Institutional Lender and 1823 accept a Loan Commitment Letter meeting the Financing Terms and comply with all requirements of such Loan Commitment Letter (or any other loan commitment letter accepted by Purchaser) and of the Institutional Lender in order to close the loan and 1824 furnish Seller with a copy of the Loan Commitment Letter promptly after Purchasers receipt thereof 1825 Purchaser is not required to apply to more than one Institutional Lender 183 If Paragraph 1201 applies then 1831 provided Purchaser has complied with all applicable provisions of para 182 and this para 183 Purchaser may cancel this Contract as set forth below if
18311 any Institutional Lender denies Purchasers application in writing prior to the Loan Commitment Date (see Paragraph 121) or 18312 a Loan Commitment Letter is not issued by the Institutional Lender on or before the Loan Commitment Date or 18313 any requirement of the Loan Commitment Letter other than one concerning Purchaser is not met (eg failure of the Corporation to execute and deliver the Institutional Lenders recognition agreement or other document financial condition of the Corporation owner occupancy quota etc) or 18314 (i) the Closing is adjourned by Seller or the Corporation for more than 30 business days from the Scheduled Closing Date and (ii) the Loan Commitment Letter expires on a date more than 30 business days after the Scheduled Closing Date and before the new date set for Closing pursuant to this para and (iii) Purchaser is unable in good faith to obtain from the Institutional Lender an extension of the Loan Commitment Letter or a new Loan Commitment Letter on the Financing Terms without paying additional fees to the Institutional Lender unless Seller agrees by Notice to Purchaser within 5 business days after receipt of Purchasers Notice of cancellation on such ground that Seller will pay such additional fees and Seller pays such fees when due Purchaser may not object to an adjournment by Seller for up to 30 business days solely because the Loan Commitment Letter would expire before such adjourned Closing date 1832 Purchaser shall deliver Notice of cancellation to Seller within 5 business days after the Loan Commitment Date if cancellation is pursuant to para 18311 or 18312 and on or prior to the Scheduled Closing Date if cancellation is pursuant to para 18313 or 18314 1833 If cancellation is pursuant to Paragraph 18311 then Purchaser shall deliver to Seller together with Purchasers Notice a copy of the Institutional Lenders written denial of Purchasers loan application If cancellation is pursuant to para 18313 then Purchaser shall deliver to Seller together with Purchasers Notice evidence that a requirement of the Institutional Lender was not met 1834 Seller may cancel this Contract by Notice to Purchaser sent within 5 days after the Loan Commitment Date if Purchaser shall not have sent by then either (i) Purchasers Notice of cancellation or (ii) a copy of the Loan Commitment Letter to Seller which cancellation shall become effective if Purchaser does not deliver a copy of such Loan Commitment Letter to Seller within 10 business days after the Loan Commitment Date 1835 Failure by either Purchaser or Seller to deliver Notice of cancellation as required by this para 183 shall constitute a waiver of the right to cancel under this para 183 1836 If this Contract is canceled by Purchaser pursuant to this para 183 then thereafter neither Party shall have any further rights against or obligations or liabilities to the other by reason of this Contract except that the Contract Deposit shall be promptly refunded to Purchaser and except as set forth in para 12 If this Contract is canceled by Purchaser pursuant to para 18314 then Seller shall reimburse Purchaser for any non-refundable financing and inspection expenses and other sums reimbursable pursuant to para 16 1837 Purchaser cannot cancel this Contract pursuant to 18314 and cannot obtain a refund of the Contract Deposit if the Institutional Lender fails to fund the loan 18371 because a requirement of the Loan Commitment Letter concerning Purchaser is not met (eg Purchasers financial condition or employment status suffers an adverse change Purchaser fails to satisfy a condition relating to the sale of an existing residence etc) or 18372 due to the expiration of a Loan Commitment Letter issued with an expiration date that is not more than 30 business days after the Scheduled Closing Date 19 SingularPlural and JointSeveral The use of the singular shall be deemed to include the plural and vice versa whenever the context so requires If more than one person constitutes Seller or Purchaser their obligations as such Party shall be joint and several 20 No Survival No representation andor covenant contained herein shall survive Closing except as expressly provided Payment of the Balance shall constitute a discharge and release by Purchaser of all of Sellers obligations hereunder except those expressly stated to survive Closing 21 Inspections
Purchaser and Purchasers representatives shall have the right to inspect the Unit within 48 hours prior to Closing and at other reasonable times upon reasonable request to Seller 22 Governing Law and Venue This Contract shall be governed by the laws of the State of New York without regard to principles of conflict of laws Any action or proceeding arising out of this Contract shall be brought in the county or Federal district where the Unit is located and the Parties hereby consent to said venue 23 No Assignment by Purchaser Death of Purchaser 231 Purchaser may not assign this Contract or any of Purchasers rights hereunder Any such purported assignment shall be null and void 232 This Contract shall terminate upon the death of all persons comprising Purchaser and the Contract Deposit shall be refunded to the Purchaser Upon making such refund and reimbursement neither Party shall have any further liability or claim against the other hereunder except as set forth in para 12 24 Cooperation of Parties 241 The Parties shall each cooperate with the other the Corporation and Purchasers Institutional Lender and title company if any and obtain execute and deliver such documents as are reasonably necessary to consummate this sale 242 The Parties shall timely file all required documents in connection with all governmental filings that are required by law Each Party represents to the other that its statements in such filings shall be true and complete This para 242 shall survive Closing 25 FIRPTA The parties shall comply with IRC sectsect 897 1445 and the regulations thereunder as same may be amended (FIRPTA) If applicable Seller shall execute and deliver to purchaser at Closing a Certification of Non-Foreign Status (CNS) or deliver a Withholding Certificate from the IRS If Seller fails to deliver a CNS or a Withholding Certificate Purchaser shall withhold from the Balance and remit to the IRS such sum as may be required by law Seller hereby waives any right of action against Purchaser on account of such withholding and remittance This para 25 shall survive Closing 26 Additional Requirements 261 Purchaser shall not be obligated to close unless all of the following requirements are satisfied at the time of the Closing 2611 the Corporation is in good standing 2612 the Corporation has fee or leasehold title to the Premises whether or not marketable or insurable and 2613 there is no pending in rem action tax certificatelien sale or foreclosure action of any underlying mortgage affecting the Premises 262 If any requirement in para 261 is not satisfied at the time of the Closing Purchaser shall give Seller Notice and if the same is not satisfied within a reasonable period of time thereafter then either Party may cancel this Contract (pursuant to para 163) by Notice 27 Escrow Terms 271 The Contract Deposit shall be deposited by Escrowee in an escrow account as set forth in para 124 and the proceeds held and disbursed in accordance with the terms of this Contract At Closing the Contract Deposit shall be paid by Escrowee to Seller If the Closing does not occur and either Party gives Notice to Escrowee demanding payment of the Contract Deposit Escrowee shall give prompt Notice to the other Party of such demand If Escrowee does not receive a Notice of objection to the proposed payment from such other Party within 10 business days after the giving of Escrowees Notice Escrowee is hereby authorized and directed to make such payment to the demanding party If Escrowee does receive such a Notice of objection within said period or if for any reason Escrowee in good faith elects not to make such payment Escrowee may continue to hold the Contract Deposit until otherwise directed by a joint Notice by the Parties or a final non-appealable judgment order or decree of a court of competent jurisdiction However Escrowee shall have the right at any time to deposit the Contract Deposit and the interest thereon if any with the clerk of a court in the county as set forth in para 22 and shall give Notice of such deposit to each Party Upon disposition of the Contract Deposit and
interest thereon if any in accordance with this para 27 Escrowee shall be released and discharged of all escrow obligations and liabilities 272 The Party whose Attorney is Escrowee shall be liable for loss of the Contract Deposit If the Escrowee is Sellers attorney then Purchaser shall be credited with the amount of the contract Deposit at Closing 273 Escrowee will serve without compensation Escrowee is acting solely as a stakeholder at the Parties request and for their convenience Escrowee shall not be liable to either Party for any act or omission unless it involves bad faith willful disregard of this Contract or gross negligence In the event of any dispute Seller and Purchaser shall jointly and severally (with right of contribution) defend (by attorneys selected by Escrowee) indemnify and hold harmless Escrowee from and against any claim judgment loss liability cost and expenses incurred in connection with the performance of Escrowees acts or omissions not involving bad faith willful disregard of this Contract or gross negligence This indemnity includes without limitation reasonable attorneys fees either paid to retain attorneys or representing the fair value of legal services rendered by Escrowee to itself and disbursements court costs and litigation expenses 274 Escrowee acknowledges receipt of the Contract Deposit by check subject to collection
275 Escrowee agrees to the provisions of this para 27 276 If Escrowee is the Attorney for a Party Escrowee shall be permitted to represent such Party in any dispute or lawsuit 277 This para 27 shall survive Closing cancellation or termination of this Contract 28 Margin Headings The margin headings do not constitute part of the text of this Contract 29 Miscellaneous This Contract shall not be binding unless and until Seller delivers a fully executed counterpart of this Contract to Purchaser (or Purchasers Attorney) pursuant to para 172 and 173 This Contract shall bind and inure to the benefit of the Parties hereto and their respective heirs personal and legal representatives and successors in interest 30 Lead Paint If applicable the complete and fully executed Disclosure of Information on Lead Based Paint and or Lead-Based Paint Hazards is attached hereto and made a part hereof
In Witness Whereof the Parties hereto have duly executed this Contract as of the date first above written
ESCROW TERMS AGREED TO SELLER PURCHASER GIDDINS CLAMAN LLP ESCROWEE
Rider to and Part of Contract of Sale Between as Seller and as Purchaser for Unit at New York NY
31 Purchasers Additional Representations and Covenants 3 11 Supplementing para 42 of the Contract Purchaser also represents and covenants that 3111 Purchaser has and will at Closing have available unencumbered cash and cash equivalents (including publicly traded securities) in a sum at least equal to (and having a then current value of) the Balance and 3112 Purchaser has and will at and immediately following the Closing have a positive net worth 312 the Maintenance and the monthly amount of the Assessment (if any) do not aggregate more than 25 of the current total gross monthly income of the individuals comprising the Purchaser
313 (if para 1201 or para 1202 applies) the monthly debt service (interest and amortization of principal if any) of the proposed financing together with the Maintenance and the monthly Assessment amount (if any) do not aggregate more than 35 of said current total gross monthly income 32 Supplementing paragraph 4 1 Seller has no actual knowledge of a material default or condition which the Lessee is required to cure under the Lease and which remains uncured If prior to Closing Seller acquires knowledge of a such default or condition which the Lessee would be required to cure then Seller shall cure same at or prior to Closing This provision shall not survive closing
The Parties have duly executed this Rider as of the same date as the Contract SELLER PURCHASER ______________________________ _______________________________
Note This form is intended to deal with matters common to most transactions
involving the sale of a condominium unit Provisions should be added altered or
deleted to suit the circumstances of a particular transaction No representation is
made that this form of contract complies with Section 5-702 of the General
Obligations Law (ldquoPlain Language Lawrdquo)
CONSULT YOUR LAWYER BEFORE SIGNING THIS AGREEMENT
Contract of Sale - Condominium Unit
Agreement made as of 2010 between residing at Street Apt
New York NY (ldquoSellerrdquo) and residing at (ldquoPurchaserrdquo)
1 Unit Seller agrees to sell and convey and Purchaser agrees to purchase Unit
No (ldquoUnitrdquo) in the building (ldquoBuildingrdquo) known as Condominium
(ldquoCondominiumrdquo) and located at New York NY New York together with a
XXXXX percent undivided interest in the Common Elements (as defined in para 6)
appurtenant thereto all upon and subject to the terms and conditions set forth herein The
Unit shall be as designated in the Declaration of Condominium Ownership (as the same
may be amended from time to time the ldquoDeclarationrdquo) of the Condominium recorded in
New York County New York or the By-Laws (as the same may be amended from time
to time the ldquoBy-Lawsrdquo) of the Condominium
2 Personal Property (a) The sale includes all of Sellerrsquos right title and
interest if any in and to
(i) the refrigerators freezers ranges ovens built-in microwave
ovens dishwashers washing machines clothes dryers cabinets and counters lighting
and plumbing fixtures chandeliers air conditioning equipment venetian blinds shades
screens storm windows and other window treatments wall-to-wall carpeting
bookshelves switchplates door hardware and mirrors built-ins and articles of property
and fixtures attached to or appurtenant to the Unit except those listed in subpara 2(b) all
of which included property and fixtures are represented to be owned by Seller free and
clear of all liens and encumbrances other than those encumbrances (ldquoPermitted
Exceptionsrdquo) set forth on Schedule A annexed hereto and made a part hereof (strike out
inapplicable items) to the extent any of the foregoing exist in the Unit on the date
hereof and
- 2 -
(ii)
(b) Excluded from this sale are
(i) furniture and furnishings (other than as specifically provided
in this Contract) and
(ii)
(c) The property referred to in subpara 2(a)(i) and (ii) may not be
purchased if title to the Unit is not conveyed hereunder
3 Purchase Price (a) The purchase price (ldquoPurchase Pricerdquo) is $
payable as follows
(i) $ (ldquoDownpaymentrdquo) on the signing of this Contract by
good check subject to collection the receipt of which is hereby acknowledged to be held
in escrow pursuant to para 16 and
(ii) $ constituting the balance of the Purchase Price by
certified check of Purchaser or official bank check (except as otherwise provided in this
Contract) on the delivery of the deed as hereinafter provided
(b) All checks in payment of the Purchase Price shall represent United
States currency and be drawn on or issued by a bank or trust company authorized to
accept deposits in New York State All checks in payment of the Downpayment shall be
payable to the order of Escrowee (as hereinafter defined) All checks in payment of the
balance of the Purchase Price shall be payable to the order of Seller (or as Seller
otherwise directs pursuant to subparas 6(a)(viii) or 18(b))
(c) Except for the Downpayment and checks aggregating not more than
one-half of one percent of the Purchase Price One Thousand Dollars ($100000)
including payment for closing adjustments all checks delivered by Purchaser shall be
certified or official bank checks as hereinabove provided
4 Closing of Title The closing documents referred to in para 6 shall be
delivered and payment of the balance of the Purchase Price shall be made at the closing
of title (ldquoClosingrdquo) to be held on or about at AM at the offices of
Giddins Claman LLP 675 Third Avenue 29th
Floor New York NY or at the office
of Purchaserrsquos lending institution or its counsel provided however that such office is
located in either the City or County in which either (a) Sellerrsquos attorney maintains an
office or (b) the Unit is located
5 Representations Warranties and Covenants Seller represents warrants
and covenants that
- 3 -
(a) Seller is the sole owner of the Unit and the property referred to in
subpara 2(a) and Seller has the full right power and authority to sell convey and transfer
the same
(b) The common charges (excluding separately billed utility charges) for
the Unit on the date hereof are $xxxxx per month
(c) Seller has not received any written notice of any intended assessment
or increase in common charges not reflected in subpara 5(b) Purchaser acknowledges
that it will not have the right to cancel this Contract in the event of the imposition of any
assessment or increase in common charges after the date hereof of which Seller has not
heretofore received written notice
(d) The real estate taxes for the Unit for the fiscal year of ________
through ________ are $_________ Purchaser may verify the real estate taxes on the
website of the New York City Department of Finance A printout from the website
is attached
(e) Seller is not a ldquosponsorrdquo or a nominee of a ldquosponsorrdquo under any plan of
condominium organization affecting the Unit
(f) All refrigerators freezers ranges dishwashers washing machines
clothes dryers and air conditioning equipment included in this sale will be in working
order at the time of Closing
(g) If a copy is attached to this Contract the copy of the Certificate of
Occupancy covering the Unit is a true and correct copy and
(h) Seller is not a ldquoforeign personrdquo as defined in para 17 (If inapplicable
delete and provide for compliance with Code Withholding Section as defined in para
17)
6 Closing Documents (a) At the Closing Seller shall deliver to Purchaser the
following
(i) Bargain and sale deed With covenant against grantorrsquos acts
(ldquoDeedrdquo) complying with RPL sect 339-o and containing the covenant required by LL sect
13(5) conveying to Purchaser title to the Unit together with its undivided interest in the
Common Elements (as such term is defined in the Declaration and which term shall be
deemed to include Sellerrsquos right title and interest in any limited common elements
attributable to or used in connection with the Unit) appurtenant thereto free and clear of
all liens and encumbrances other than Permitted Exceptions The Deed shall be executed
and acknowledged by Seller and if requested by the Condominium executed and
acknowledged by Purchaser in proper statutory form for recording
- 4 -
(ii) If a corporation and if required pursuant to BCL sect 909 Seller
shall deliver to Purchaser (1) a resolution of its board of directors authorizing the delivery
of the Deed and (2) a certificate executed by an officer of such corporation certifying as
to the adoption of such resolution and setting forth facts demonstrating that the delivery
of the Deed is in conformity with the requirements of BCL sect 909 The Deed shall also
contain a recital sufficient to establish compliance with such law
(iii) A waiver of right of first refusal of the board of managers of
the Condominium (ldquoBoardrdquo) if required in accordance with para 8
(iv) A statement by the Condominium or its managing agent that
the common charges and any assessments then due and payable the Condominium have
been paid to the date of the Closing
(v) All keys to the doors of and mailbox for the Unit
(vi) Such affidavits andor other evidence as the title company
(ldquoTitle Companyrdquo) from which Purchaser has ordered a title insurance report and which
is authorized to do business in New York State shall reasonably require in order to omit
from its title insurance policy all exceptions for judgments bankruptcies or other returns
against Seller and persons or entities whose names are the same as or are similar to
Sellerrsquos name
(vii) New York City Real Property Transfer Tax Return if
applicable and New York State Real Estate Transfer Tax Return prepared executed and
acknowledged by Seller in proper form for submission
(viii) Checks in payment of all applicable real property transfer
taxes except a transfer tax which by law is primarily imposed on the purchaser
(ldquoPurchaser Transfer Taxrdquo) due in connection with the sale In lieu of delivery of such
checks Seller shall have the right upon reasonable prior notice to Purchaser to cause
Purchaser to deliver said checks at the Closing and to credit the amount thereof against
the balance of the Purchase Price Seller shall pay the additional transfer taxes if any
payable after the Closing by reason of the conveyance of the Unit which obligation shall
survive the Closing
(ix) Certification that Seller is not a foreign person pursuant to
para 17 or a withholding certificate from the Internal Revenue Service (If inapplicable
delete and provide for compliance with Code Section as defined in para 17) and
(x) Affidavit that a single station smoke detecting alarm device is
installed pursuant to New York Executive Law sect378(5)
(b) At the Closing Purchaser shall deliver to Seller the following
- 5 -
(i) Checks in payment of (y) the balance of the Purchase Price in
accordance with subpara 3(b) and (z) any Purchaser Transfer Tax
(ii) If required by the Declaration or By-Laws power of attorney
to the Board prepared by Seller in the form required by the Condominium The power of
attorney shall be executed and acknowledged by Purchaser and after being recorded
shall be sent to the Condominium
(iii) New York City Real Property Transfer Tax Return executed
and acknowledged by Purchaser and an Affidavit in Lieu of Registration pursuant to New
York Multiple Dwelling Law each in proper form for submission if applicable and
(iv) If required New York State Equalization Return executed
and acknowledged by Purchaser in proper form for submission
(c) It is a condition of Purchaserrsquos obligation to close title hereunder that
(i) All notes or notices of violations of law or governmental
orders ordinances or requirements affecting the Unit and noted or issued by any
governmental department agency or bureau having jurisdiction which were noted or
issued on or prior to the date hereof shall have been cured by Seller
(ii) Any written notice to Seller from the Condominium (or its
duly authorized representative) that the Unit is in violation of the Declaration By-Laws
or rules and regulations of the Condominium shall have been cured and
(iii) The Condominium is a valid condominium created pursuant
to RPL Art 9-B and the Title Company will so insure
7 Closing Adjustments (a) The following adjustments shall be made as of
1159 PM of the day before the Closing
(i) Real estate taxes and water charges and sewer rents if
separately assessed on the basis of the fiscal period for which assessed except that if
there is a water meter with respect to the Unit apportionment shall be based on the last
available reading subject to adjustment after the Closing promptly after the next reading
is available provided however that in the event real estate taxes have not as of the date
of Closing been separately assessed to the Unit real estate taxes shall be apportioned on
the same basis as provided in the Declaration or By-Laws or in the absence of such
provision based upon the Unitrsquos percentage interest in the Common Elements
(ii) Common charges of the Condominium and
(iii) If fuel is separately stored with respect to the Unit only the
value of fuel stored with respect to the Unit at the price then charged by Sellerrsquos supplier
- 6 -
(as determined by a letter or certificate to be obtained by Seller from such supplier)
including any sales taxes
(b) If at the time of Closing the Unit is affected by an assessment which is
or may become payable in installments then for the purposes of this Contract only the
unpaid installments which are then due shall be considered due and are to be paid by
Seller at the Closing All subsequent installments at the time of Closing shall be the
obligation of Purchaser
(c) Any errors or omissions in computing closing adjustments shall be
corrected This subpara 7(c) shall survive the Closing
(d) If the Unit is located in the City of New York the ldquocustoms in respect
to title closingsrdquo recommended by The Real Estate Board of New York Inc as amended
and in effect on the date of Closing shall apply to the adjustments and other matters
therein mentioned except as otherwise provided herein
8 Right of First Refusal If so provided in the Declaration or By-Laws this
sale is subject to and conditioned upon the waiver of a right of first refusal to purchase
the Unit held by the Condominium and exercisable by the Board Seller agrees to give
notice promptly to the Board of the contemplated sale of the Unit to Purchaser which
notice shall be given in accordance with the terms of the Declaration and By-Laws and
Purchaser agrees to provide promptly all applications information and references
reasonably requested by the Board If the Board shall exercise such right of first refusal
Seller shall promptly refund to Purchaser the Downpayment (which term for all purposes
of this Contract shall be deemed to include interest if any earned thereon) and upon the
making of such refund this Contract shall be deemed cancelled and of no further force or
effect and neither party shall have any further rights against or obligations or liabilities
to the other by reason of this Contract If the Board shall fail to exercise such right of
first refusal within the time and in the manner provided for in the Declaration or By-Laws
or shall declare in writing its intention not to exercise such right of first refusal (a copy of
which writing shall be delivered to Purchaser promptly following receipt thereof) the
parties hereto shall proceed with this sale in accordance with the provisions of this
Contract
9 Processing Fee Seller shall at the Closing pay all fees and charges payable
to the Condominium (andor its managing agent) in connection with this sale and
customarily charged to Sellers by the Condominium including without limitation
any processing fee the legal fees if any of the Condominiumrsquos attorney in connection
with this sale and unless otherwise agreed to by Seller and Purchaser in writing all ldquoflip
taxesrdquo transfer or entrance fees or similar charges if any payable to or for the
Condominium or otherwise for the benefit of the Condominium unit owners which arise
by reason of this sale Purchaser shall pay all fees customarily charged to Purchasers
by the Condominium or Managing Agent
- 7 -
10 No Other Representations Purchaser has examined and is satisfied with the
Declaration By-Laws and rules and regulations of the Condominium or has waived the
examination thereof Purchaser has inspected the Unit its fixtures appliances and
equipment and the personal property if any included in this sale as well as the Common
Elements of the Condominium and knows the condition thereof and subject to subpara
5(f) agrees to accept the same ldquoas isrdquo ie in the condition they are in on the date hereof
subject to normal use wear and tear between the date hereof and the Closing Purchaser
has examined or waived examination of the last audited financial statements of the
Condominium and has considered or waived consideration of all other matters pertaining
to this Contract and to the purchase to be made hereunder and does not rely on any
representations made by any broker or by Seller or anyone acting or purporting to act on
behalf of Seller as to any matters which might influence or affect the decision to execute
this Contract or to buy the Unit or said personal property except those representations
and warranties which are specifically set forth in this Contract
11 Possession Seller shall prior to the Closing remove from the Unit all
furniture furnishings and other personal property not included in this sale shall repair
any damage caused by such removal and shall deliver exclusive possession of the Unit at
the Closing vacant broom-clean and free of tenancies or other rights of use or
possession
12 Access Seller shall permit Purchaser and its architect decorator or other
authorized persons to have the right of access to the Unit between the date hereof and the
Closing for the purpose of inspecting the same and taking measurements at reasonable
times and upon reasonable prior notice to Seller (by telephone or otherwise) Further
Purchaser shall have the right to inspect the Unit at a reasonable time during the 24-hour
period immediately preceding the Closing
13 Defaults and Remedies (a) If Purchaser defaults hereunder Sellerrsquos sole
remedy shall be to retain the Downpayment as liquidated damages it being agreed that
Sellerrsquos damages in case of Purchaserrsquos default might be impossible to ascertain and that
the Downpayment constitutes a fair and reasonable amount of damages under the
circumstances and is not a penalty
(b) If Seller defaults hereunder Purchaser shall have such remedies as
Purchaser shall be entitled to at law or in equity including but not limited to specific
performance
14 Notices Any notice request or other communication (ldquoNoticerdquo) given or
made hereunder (except for the notice required by para 12) shall be in writing and either
(a) sent by any of the parties hereto or their respective attorneys by registered or certified
mail return receipt requested postage prepaid or (b) delivered in person or by overnight
courier with receipt acknowledged to the address given at the beginning of this Contract
for the party to whom the Notice is to be given or to such other address for such party as
said party shall hereafter designate by Notice given to the other party pursuant to this
- 8 -
para 14 or (c) with respect to para 6(a)(viii) or para 18(b) sent by fax to the partyrsquos
attorney Each Notice mailed shall be deemed given on the third business day following
the date of mailing the same and each Notice delivered in person or by overnight courier
shall be deemed given when delivered A copy of each notice sent to a party shall also be
sent to the partyrsquos attorney Each notice sent by fax shall be deemed given when
transmission is confirmed by the senders fax machine The attorneys for the parties are
hereby authorized to give and receive on behalf of their clients all Notices and deliveries
15 Purchaserrsquos Lien The Downpayment and all other sums paid on account of
this Contract and the reasonable expenses of the examination of title to and departmental
violation searches in respect of the Unit are hereby made a lien upon the Unit but such
lien shall not continue after default by Purchaser hereunder
16 Downpayment in Escrow (a) Sellerrsquos attorney (ldquoEscroweerdquo) shall hold the
Downpayment in escrow in a segregated bank account at the depository identified at the
end of this Contract until Closing or sooner termination of this Contract and shall pay
over or apply the Downpayment in accordance with the terms of this para 16 Escrowee
shall hold the Downpayment in a(n) interest-bearing Escrow account for the benefit of
the parties If interest is held for the benefit of the parties it shall be paid to the party
entitled to the Downpayment and the party receiving the interest shall pay any income
taxes thereon If interest is not held for the benefit of the parties the Downpayment shall
be placed in an IOLA account or as otherwise permitted or required by law The Social
Security or Federal Identification numbers of the parties shall be furnished to Escrowee
upon request At Closing the Downpayment shall be paid by Escrowee to Seller If for
any reason Closing does not occur and either party gives Notice (as defined in paragraph
14) to Escrowee demanding payment of the Downpayment Escrowee shall give prompt
Notice to the other party of such demand If Escrowee does not receive Notice of
objection from such other party to the proposed payment within 10 business days after
the giving of such Notice Escrowee is hereby authorized and directed to make such
payment If Escrowee does receive such Notice of objection within such 10 day period or
if for any other reason Escrowee in good faith shall elect not to make such payment
Escrowee shall continue to hold such amount until otherwise directed by Notice from the
parties to this Contract or a final nonappealable judgment order or decree of a court
However Escrowee shall have the right at any time to deposit the Downpayment with the
clerk of a court in the county in which the Unit is located and shall give Notice of such
deposit to Seller and Purchaser Upon such deposit or other disbursement in accordance
with the terms of this para 16 Escrowee shall be relieved and discharged of all further
obligations and responsibilities hereunder
(b) The parties acknowledge that Escrowee is acting solely as a
stakeholder at their request and for their convenience and that Escrowee shall not be
liable to either party for any act or omission on its part unless taken or suffered in bad
faith or in willful disregard of this Contract or involving gross negligence on the part of
Escrowee Seller and Purchaser jointly and severally (with right of contribution) agree to
- 9 -
defend (by attorneys selected by Escrowee) indemnify and hold Escrowee harmless from
and against all costs claims and expenses (including reasonable attorneysrsquo fees) incurred
in connection with the performance of Escroweersquos 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 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 Escroweersquos agreement to the provisions of this para 16 by signing in
the place indicated in this Contract
(e) Escrowee or any member of its firm shall be permitted to act as
counsel for Seller in any dispute as to the disbursement of the Downpayment or any other
dispute between the parties whether or not Escrowee is in possession of the
Downpayment and continues to act as Escrowee
(f) The party whose attorney is Escrowee shall be liable for loss of the
Downpayment
17 FIRPTA Seller represents and warrants to Purchaser that Seller is not a
ldquoforeign personrdquo as defined in IRC sect 1445 as amended and the regulations issued
thereunder (ldquoCode Withholding Sectionrdquo) At the Closing Seller shall deliver to
Purchaser a certificate stating that Seller is not a foreign person in the form then required
by the Code Withholding Section or a withholding certificate from the Internal Revenue
Service In the event Seller fails to deliver the aforesaid certificate or in the event that
Purchaser is not entitled under the Code Withholding Section to rely on such certificate
Purchaser shall deduct and withhold from the Purchase Price a sum equal to 10 thereof
and shall at Closing remit the withheld amount with the required forms to the Internal
Revenue Service
18 Title Report Acceptable Title (a) Purchaser shall promptly after the date
hereof or after receipt of the mortgage commitment letter if applicable order a title
insurance report from the Title Company Promptly after receipt of the title report and
thereafter of any continuations thereof and supplements thereto Purchaser shall forward a
copy of each such report continuation or supplement to the attorney for Seller Purchaser
shall further notify Sellerrsquos attorney of any other objections to title not reflected in such
title report of which Purchaser becomes aware following the delivery of such report
reasonably promptly after becoming aware of such objections
(b) Any unpaid taxes assessments water charges and sewer rents
together with the interest and penalties thereon to a date not less than two days following
- 10 -
the date of Closing and any other liens and encumbrances which Seller is obligated to
pay and discharge or which are against corporations estates or other persons in the chain
of title together with the cost of recording or filing any instruments necessary to
discharge such liens and encumbrances of record may be paid out of the proceeds of the
monies payable at the Closing if Seller delivers to Purchaser at the Closing official bills
for such taxes assessments water charges sewer rents interest and penalties and
instruments in recordable form sufficient to discharge any other liens and encumbrances
of record Upon request made a reasonable time before the Closing Purchaser shall
provide at the Closing separate checks for the foregoing payable to the order of the holder
of any such lien charge or encumbrance and other wise complying with subpara 3(b) If
the Title Company is willing to insure Purchaser that such charges liens and
encumbrances will not be collected out of or enforced against the Unit and is willing to
insure the lien of Purchaserrsquos Institutional Lender (as hereinafter defined) free and clear
of any such charges liens and encumbrances then Seller shall have the right in lieu of
payment and discharge to deposit with the Title Company such funds or to give such
assurances or to pay such special or additional premiums as the Title Company may
require in order to so insure In such case the charges liens and encumbrances with
respect to which the Title Company has agreed so to insure shall not be considered
objections to title
(c) Seller shall convey and Purchaser shall accept fee simple title to the
Unit in accordance with the terms of this Contract subject only to (a) the Permitted
Exceptions and (b) such other matters as (i) the Title Company or any other title insurer
licensed to do business by the State of New York shall be willing without special or
additional premium to omit as exceptions to coverage or to except with insurance against
collection out of or enforcement against the Unit and (ii) shall be accepted by any lender
which has committed in writing to provide mortgage financing to Purchaser for the
purchase of the Unit (ldquoPurchaserrsquos Institutional Lenderrdquo) except that if such
acceptance by Purchaserrsquos Institutional Lender is unreasonably withheld or delayed such
acceptance shall be deemed to have been given
(d) Notwithstanding any contrary provisions in this Contract express or
implied or any contrary rule of law or custom if Seller shall be unable to convey the
Unit in accordance with this Contract (provided that Seller shall release discharge or
otherwise cure at or prior to Closing any matter created by Seller after the date hereof and
any existing mortgage unless this sale is subject to it) and if Purchaser elects not to
complete this transaction without abatement of the Purchase Price the sole obligation and
liability of Seller shall be to refund the Downpayment to Purchaser together with the
reasonable cost of the examination of title to and departmental violation searches in
respect of the Unit and upon the making of such refund and payment this Contract shall
be deemed cancelled and of no further force or effect and neither party shall have any
further rights against or obligations or liabilities to the other by reason of this Contract
However nothing contained in this subpara 18(d) shall be construed to relieve Seller
from liability due to a willful default
- 11 -
19 Risk of Loss Casualty (a) The risk of loss or damage to the Unit or the
personal property included in this sale by fire or other casualty until the earlier of the
Closing or possession of the Unit by Purchaser is assumed by Seller but without any
obligation of Seller to repair or replace any such loss or damage unless Seller elects to do
so as hereinafter provided Seller shall notify Purchaser of the occurrence of any such
loss or damage to the Unit or the personal property included in this sale within 10 days
after such occurrence or by the date of Closing whichever first occurs and by such
notice shall state whether or not Seller elects to repair or restore the Unit andor the
personal property as the case may be If Seller elects to make such repairs and
restorations Sellerrsquos notice shall set forth an adjourned date for the Closing which shall
be not more than 60 days after the date of the giving of Sellerrsquos notice If Seller either
does not elect to do so or having elected to make such repairs and restorations fails to
complete the same on or before said adjourned date for the Closing Purchaser shall have
the following options
(i) To declare this Contract cancelled and of no further force or
effect and receive a refund of the Downpayment in which event neither party shall
thereafter have any further rights against or obligations or liabilities to the other by
reason of this Contract or
(ii) To complete the purchase in accordance with this Contract
without reduction in the Purchase Price except as provided in the next sentence If Seller
carries hazard insurance covering such loss or damage Seller shall turn over to Purchaser
at the Closing the net proceeds actually collected by Seller under the provisions of such
hazard insurance policies to the extent that they are attributable to loss of or damage to
any property included in this sale less any sums theretofore expended by Seller in
repairing or replacing such loss or damage or in collecting such proceeds and Seller shall
assign (without recourse to Seller) Sellerrsquos right to receive any additional insurance
proceeds which are attributable to the loss of or damage to any property included in this
sale
(b) If Seller does not elect to make such repairs and restorations
Purchaser may exercise the resulting option under (i) or (ii) of (a) above only by notice
given to Seller within 10 days after receipt of Sellerrsquos notice If Seller elects to make such
repairs and restorations and fails to complete the same on or before the adjourned closing
date Purchaser may exercise either of the resulting options within 10 days after the
adjourned closing date
(c) In the event of any loss of or damage to the Common Elements which
materially and adversely affects access to or use of the Unit arising after the date of this
Contract but prior to the Closing Seller shall notify Purchaser of the occurrence thereof
within 10 days after such occurrence or by the date of Closing whichever occurs first in
which event Purchaser shall have the following options
- 12 -
(i) To complete the purchase in accordance with this Contract
without reduction in the Purchase Price or
(ii) To adjourn the Closing until the first to occur of (1)
completion of the repair and restoration of the loss or damage to the point that there is no
longer a materially adverse effect on the access to or use of the Unit or (2) the 60th day
after the date of the giving of Sellerrsquos aforesaid notice In the event Purchaser elects to
adjourn the Closing as aforesaid and such loss or damage is not so repaired and restored
within 60 days after the date of the giving of Sellerrsquos aforesaid notice then Purchaser
shall have the right either to (x) complete the purchase in accordance with this Contract
without reduction in the Purchase Price or (y) declare this Contract cancelled and of no
further force or effect and receive a refund of the Downpayment in which latter event
neither party shall thereafter have any further rights against or obligations or liabilities
to the other by reason of this Contract
(d) In the event of any loss of or damage to the Common Elements which
does not materially and adversely affect access to or use of the Unit Purchaser shall
accept title to the Unit in accordance with this Contract without abatement of the
Purchase Price
20 Internal Revenue Service Reporting Requirement Each party shall
execute acknowledge and deliver to the other party such instruments and take such other
actions as such other party may reasonably request in order to comply with IRC sect
6045(e) as amended or any successor provision or any regulations promulgated pursuant
thereto insofar as the same requires reporting of information in respect of real estate
transactions The provisions of this para 20 shall survive the Closing The parties
designate _________________________________ as the attorney responsible for
reporting this information as required by law
21 Broker Seller and Purchaser represent and warrant to each other that the only
real estate broker with whom they have dealt in connection with this Contract and the
transaction set forth herein is ______________________________ and that they know of
no other real estate broker who has claimed or may have the right to claim a commission
in connection with this transaction The commission of such real estate broker shall be
paid by Seller pursuant to separate agreement If no real estate broker is specified above
the parties acknowledge that this Contract was brought about by direct negotiation
between Seller and Purchaser and each represents to the other that it knows of no real
estate broker entitled to a commission in connection with this transaction Seller and
Purchaser shall indemnify and defend each other against any costs claims or expenses
(including reasonable attorneysrsquo fees) arising out of the breach on their respective parts of
any representation warranty or agreement contained in this para 21 The provisions of
this para 21 shall survive the Closing or if the Closing does not occur the termination of
this Contract
- 13 -
22 Mortgage Commitment Contingency (Delete paragraph if inapplicable) (a)
The obligation of Purchaser to purchase under this Contract is conditioned upon issuance
on or before ____________ days after a fully executed copy of this Contract is given to
Purchaser or Purchaserrsquos attorney in the manner set forth in paragraph 14 or
subparagraph 22(k) (the ldquoCommitment Daterdquo) 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 Purchasers sole cost and expense of $______________ for a term of at least _______
years (or such lesser sum or shorter term as Purchaser shall be willing to accept) at the
prevailing fixed or adjustable rate of interest and on other customary commitment terms
(the ldquoCommitmentrdquo) To the extent a Commitment is conditioned on the sale of
Purchaserrsquos current home payment of any outstanding debt no material adverse change
in Purchaserrsquos 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 Lenderrsquos approval of an appraisal shall not be deemed a ldquoCommitmentrdquo
hereunder until an appraisal is approved (and if that does not occur before the
Commitment Date Purchaser may cancel under subparagraph 22(e) unless the
Commitment Date is extended) Purchaserrsquos 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 Purchaserrsquos
election more than one Institutional Lender for such mortgage loan (ii) furnish accurate
and complete information regarding Purchaser and members of Purchaserrsquos 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 22(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 (ldquoMortgage Brokerrdquo) shall constitute full compliance with
the terms and conditions set forth in subparagraph 22(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 22
- 14 -
(e) If no Commitment is issued by the 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 22(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 22
(f) If this Contract is canceled by Purchaser pursuant to subparagraphs
22(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 21
(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 22(a) then Purchaser shall be deemed to have waived
Purchaserrsquos right to cancel this Contract and to receive a refund of the Downpayment by
reason of the contingency contained in this paragraph 22
(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 of its obligations under this
paragraph 22) and except as set forth in paragraph 21
(i) The attorneys for the parties are hereby authorized to give and receive
on behalf of their clients all Notices and deliveries under this paragraph 22
(j) For purposes of this Contract the term ldquoInstitutional Lenderrdquo 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
(k) For purposes of subparagraph (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
- 15 -
23 Gender Etc As used in this Contract the neuter includes the masculine and
feminine the singular includes the plural and the plural includes the singular as the
context may require
24 Entire Contract All prior understandings and agreements between Seller and
Purchaser are merged in this Contract and this Contract supersedes any and all
understandings and agreements between the parties and constitutes the entire agreement
between them with respect to the subject matter hereof
25 Captions The captions in this Contract are for convenience and reference
only and in no way define limit or describe the scope of this Contract and shall not be
considered in the interpretation of this Contract or any provision hereof
26 No Assignment by Purchaser Purchaser may not assign this Contract or any
of Purchaserrsquos rights hereunder
27 Successors and Assigns Subject to the provisions of para 26 the provisions
of this Contract shall bind and inure to the benefit of both Purchaser and Seller and their
respective distributees executors administrators heirs legal representatives successors
and permitted assigns
28 No Oral Changes This Contract cannot be changed or terminated orally Any
changes or additional provisions must be set forth in a rider attached hereto or in a
separate written agreement signed by both parties to this Contract
29 Contract Not Binding Until Signed This Contract shall not be binding or
effective until properly executed and delivered by Seller and Purchaser
30 Lead-Based Paint If applicable the complete and fully executed disclosure
of information on lead-based paint andor lead-based paint hazards is attached hereto and
made a part hereof
IN WITNESS WHEREOF the parties hereto have duly executed this Contract
on the day and year first above written
Seller Purchaser
_________________________________ ____________________________________
- 16 -
Agreed to as to para 16 ________________________________
Giddins Claman LLP Escrowee
Escrow Depository
Address
SCHEDULE A - Permitted Exceptions
1 Zoning laws and regulations and landmark historic or wetlands designation
which are not violated by the Unit and which are not violated by the Common Elements
to the extent that access to or use of the Unit would be materially and adversely affected
2 Consents for the erection of any structure or structures on under or above any
street or streets on which the Building may abut
3 The terms burdens covenants restrictions conditions easements and rules
and regulations set forth in the Declaration By-Laws and rules and regulations of the
Condominium the Power of Attorney from Purchaser to the board of managers of the
Condominium and the floor plans of the Condominium all as may be amended from time
to time
4 Rights of utility companies to lay maintain install and repair pipes lines
poles conduits cable boxes and related equipment on over and under the Building and
Common Elements provided that none of such rights imposes any monetary obligation
on the owner of the Unit or materially interferes with the use of or access to the Unit
5 Encroachments of stoops areas cellar steps trim cornices lintels window
sills awnings canopies ledges fences hedges coping and retaining walls projecting
from the Building over any street or highway or over any adjoining property and
encroachments of similar elements projecting from adjoining property over the Common
Elements
6 Any state of facts which an accurate survey or personal inspection of the
Building Common Elements or Unit would disclose provided that such facts do not
prevent the use of the Unit for dwelling purposes For the purposes of this Contract none
of the facts shown on the survey if any identified below shall be deemed to prevent the
use of the Unit for dwelling purposes and Purchaser shall accept title subject thereto
- 17 -
The survey referred to in No 6 above was prepared by
___________________________ dated _____________________ and last revised
____________________
7 The lien of any unpaid common charge real estate tax water charge sewer
rent or vault charge provided the same are paid or apportioned at the Closing as herein
provided
8 The lien of any unpaid assessments to the extent of installments thereof
payable after the Closing
9 Liens encumbrances and title conditions affecting the Common Elements
which do not materially and adversely affect the right of the Unit owner to use and enjoy
the Common Elements
10 Notes or notices of violations of law or governmental orders ordinances or
requirements (a) affecting the Unit and noted or issued subsequent to the date of this
Contract by any governmental department agency or bureau having jurisdiction and (b)
any such notes or notices affecting only the Common Elements which were noted or
issued prior to or on the date of this Contract or at any time hereafter
11 Any other matters or encumbrances subject to which Purchaser is required to
accept title to the Unit pursuant to this Contract
ABOUT THE SPEAKERS
Lisa Lippman Senior Vice President and Director was the 1 broker at Brown Harris Stevens in 2009 With 13 years of experience selling real estate Lisa specializes in the sale of high end cooperatives condominiums and townhomes throughout Manhattan As is clear from her record even in tough times Lisa manages to both sell and find homes for her clients
Other awards Lisa has won in the last few years include
middotWall Street Journal top 400-Lisa was 11 in the nation and 2 in Manhattan 2009middotWall Street Journal top 50 brokers in America 2007middotBrown Harris Stevens Westside Office Broker of the Year All Years 2006 - 2009 middotBrown Harris Stevens Westside Office Listing Broker of the Year 2007 2008 2009middotBrown Harris Stevens Largest New Development Deal of the Year 2009
Prior to becoming a real estate broker Lisa spent several years as a lawyer practicing litigation at two prestigious law firms She graduated from The University of Pennsylvania in 1986 and earned her law degree from Cardozo in 1990 Lisarsquos legal background affords her a keen understanding of the negotiation process as well as the complexities needed to complete the deal
A New York City resident for 24 years Lisa offers impeccable knowledge of the market as it applies across all neighborhoods She has lived downtown on the Upper East Side and has now resided on the Upper West Side for the past 14 years Additionally as the mother of three children Lisa is personally involved in the decisions all buyers face in choosing a neighborhood and a home
Lisa takes pride in being a straight-forward intelligent and honest broker She understands the individual needs of each client as well as their comfort with the purchase andor sale process Her listening talents combined with her unbeatable memory work ethic and negotiation skills allow her to service her buyers and sellers most effectively Lisa is also active in the New York community including the UJA and her childrenrsquos school All of this enables her to offer a well-rounded approach to navigating the New York real estate landscape bringing to life the nuances and charms that the City and its real estate market have to offer
LISA LIPPMANSenior Vice PresidentDirector
Lisa Lippman bull 212- 588-5606 bull fax 212-418-9733 bull llippmanbhsusacom
GIDDINS bull CLAMAN LLP
Attorneys at Law
675 THIRD AVENUE
29TH
FLOOR
NEW YORK NEW YORK 10017
(212)573-6703
FAX (212)949-1923 Paul M Giddins
Scott Claman
Giddins Claman LLP ndash Firm Biography
Giddins Claman LLP (formerly Giddins Claman amp Langs LLP) was
established in 1988 by Paul M Giddins formerly an Assistant District Attorney in
the New York County District Attorneyrsquos Office For over 20 years the firm has
specialized in real estate matters in the New York City metropolitan area with an
active transactional real estate practice Mr Giddins has specialized in residential
real estate during that time In addition to purchase sale and refinance transactions
Mr Giddins represents cooperative apartment boards of directors and condominium
boards of managers Mr Giddins also regularly gives lectures and seminars on real
estate matters for many of the prominent real estate brokerage firms in New York
Scott Claman has been in the practice of law in New York for over 26 years
and joined the firm as a member in 1996 having previously been a partner at a law
firm that specialized in the representation of cooperative apartment boards of
directors and condominium boards of managers Mr Claman is regularly engaged
in a variety of transactional real estate matters ranging from commercial leasing
mortgage financing and asset dispositions to individual apartment and house sales
In addition to individual and institutional owners of residential and commercial real
estate Mr Claman also represents cooperative apartment boards of directors and
condominium boards of managers and has given numerous lectures and seminars
on real estate matters for the Real Estate Board of New York and for many of the
prominent real estate brokerage firms in New York
Steven M Nachman serves as Of Counsel to the firm in connection with
commercial and general litigation matters Mr Nachman formerly associated with
the firm of Stroock amp Stroock amp Lavan has over 20 years of civil litigation
experience
Giddins Claman LLP is proud to provide our clients with the benefits of our
collective experience as seasoned litigators and transactional real estate specialists
while maintaining our personal commitment to represent our clients in a manner
associated with a smaller practice
ManhattanResidential Market Report
Fourth Quarter 2010
Manhattan Cooperatives and Condominiums
2 Fourth Quarter 2010
Average and Median Sale Price
Cooperative Average Sale Price
Condominium Average Sale Price
Cover Property BrownHarrisStevenscom WEB272151
Average Sale Price Median Sale Price
Prices for Manhattan apartments continued to edge upward
as their average sale price of $1432787 was 8 higher
than a year ago This marked the sixth straight quarter that
the average price has risen While the number of recorded
transactions fell 25 from a year ago the fourth quarter of 2009
was uncharacteristically busy due to pent-up demand after the
collapse of Lehman Brothers had frozen the market earlier that year
The average co-op price continued to rise sharply as
more buyers favored larger apartments compared to a year ago Two-bedroom and larger
units accounted for 45 of co-op sales up from 40 a year ago This helped push
the overall average co-op price up 17 from 2009rsquos fourth
quarter to $1158333
Condo prices averaged $1751219 during the fourth
quarter 1 higher than a year ago One-bedrooms posted the
biggest increase in average price rising 9 over the past year
to $844964
Studio 1-Bedroom 2-Bedroom 3+Bedroom All
4th Q 10 $342545 $593718 $1231116 $3150700 $1158333
3rd Q 10 $366086 $606444 $1206257 $3049980 $1156733
2nd Q 10 $356696 $597311 $1301392 $2872496 $1065814
1st Q 10 $334307 $587538 $1132150 $3098881 $1079195
4th Q 09 $345725 $585238 $1133967 $3001012 $990921
Studio 1-Bedroom 2-Bedroom 3+Bedroom All
4th Q 10 $495002 $844964 $1637638 $4567750 $1751219
3rd Q 10 $495876 $809514 $1596021 $3835376 $1724180
2nd Q 10 $464559 $840829 $1570772 $3922994 $1686690
1st Q 10 $529970 $819785 $1608375 $4250098 $1730415
4th Q 09 $554568 $772525 $1583362 $4574080 $1732362
Average Sale Price Median Sale Price
$1600000
$1400000
$1200000
$1000000
$800000
$400000
$600000
$1369883 $820000
1Q10
$1324504 $800000
4Q09
$1432787 $840000
4Q10
$1423378 $890000
3Q10
$1377135 $842779
2Q10
Fourth Quarter 2010 3
New Developments Lofts
Time on the Market
Excludes new developments and units listed over one year Based on the last asking price Excludes new developments
Average Price Per Square Foot
New development prices averaged $1099 per square foot 11 less than during the fourth quarter of 2009 This was due in part to an increase in the percent of new development sales in Northern Manhattan from 9 a year ago to 15 At $1052 the average price per square foot for loft apartments was 3 higher than during 2009rsquos fourth quarter
Apartments sold during the quarter spent an average of 113 days on the market 14 less time than a year ago Sellers received 955 of the last asking price up slightly from the fourth quarter of 2009
Asking Vs Selling Price
$700
$900
$1100
$1300 $1099
4Q10
$1238
4Q09
$1146
1Q10 2Q10
$1176
$700
$900
$1100
$1300 $1052
4Q10
$1017
4Q09
$1037
1Q10
$1066
2Q10
$1112
3Q10
$1077
3Q10
75 days
100 days
125 days
150 days 113
4Q10
132
4Q09
119
1Q10
112
2Q10
85
90
95
100 955
4Q10
954
4Q09
962
1Q10
97
3Q10
959
3Q10
966
2Q10
Generally 59th to 96th Street Fifth Avenue to the East River
Cooperative Condominium
East sidE
4 Fourth Quarter 2010
Average Price Per Square Foot
At an average of $1581971 prices for two-bedroom East Side
apartments were 14 higher than a year ago The average price fell
13 for three-bedroom and larger apartments due in part to 2 closings
of over $30 million a year ago inflating that figure Co-ops fared better than condos as the average
price per room rose for both prewar and postwar co-ops over the past year
while the average condo price per square foot fell
Average Price Per Room
4Q09 4Q10
Studio 1-Bedroom 2-Bedroom 3+Bedroom
Percent of Sales
4th Q 09 10 35 36 19
4th Q 10 11 39 28 22
Average Price
4th Q 09 $351462 $647300 $1383364 $4146087
4th Q 10 $355459 $647207 $1581971 $3605513
Change 1 0 14 -13
$100000
$300000
$150000
$200000
$250000
$350000
$400000
$50000
$200
$1000
$400
$600
$800
$1200
$1400
$0
Postwar
$204713 $210559
Prewar
$348425 $383335
4Q10
$1126
4Q09
$1168
Generally 59th to 110th Street Hudson River to West of Fifth Avenue
WEst sidE
Fourth Quarter 2010 5
Cooperative CondominiumAverage Price Per Room Average Price Per Square Foot
With the exception of studios prices rose for all other size categories of apartments on
the West Side led by a 21 gain in the average price for
three-bedroom and larger units This increase was helped by
535 West End Avenue whose three-bedroom closing prices averaged over $115 million
in the fourth quarter Co-ops remained strong as the average
price per room rose 21 for prewar and 12 for postwar co-ops on the West Side The average condo price per square
foot rose 3 to $1309 making the West Side the only
area where both co-op and condo prices were higher
than a year ago
4Q09 4Q10
Studio 1-Bedroom 2-Bedroom 3+Bedroom
Percent of Sales
4th Q 09 10 37 37 16
4th Q 10 8 33 38 21
Average Price
4th Q 09 $417466 $656421 $1326640 $3325062
4th Q 10 $391228 $766529 $1378920 $4030338
Change -6 17 4 21
$125000
$225000
$150000
$175000
$200000
$250000
$275000
$100000
$200
$1000
$400
$600
$800
$1200
$1400
$0
4Q09
$1267
4Q10
$1309
Prewar
$215967 $260653
Postwar
$189264 $212348
MidtoWn East Generally 34th to 59th Street Fifth Avenue to the East River
MidtoWn
MidtoWn WEst Generally 34th to 59th Street Hudson River to West of Fifth Avenue
6 Fourth Quarter 2010
Cooperative Condominium
Cooperative Condominium
Average Price Per Room Average Price Per Square Foot
Average Price Per Room Average Price Per Square Foot
A couple of high-end closings at The Plaza and One Beacon Court helped bring the average condo price per square foot 27 higher in the Midtown East market compared
to a year ago The average price per room fell 5 for prewar while rising
8 for postwar co-ops
The average price per square foot rose 12 for condos over the
past year in the Midtown West market A number of closings at The Sheffield and Platinum
helped bring up this figure The average price per room fell for
both prewar and postwar co-ops in this market compared
to a year ago
$175000
$100000
$125000
$150000
$200000
$225000
$1000
$250
$500
$750
$1250
$1500
4Q09 4Q10
$212198 $200857
Prewar
$188662 $204639
Postwar
$1171
4Q09
$1485
4Q10
$252044 $199029 $231213 $221850 $1180$1055
4Q10Prewar Postwar 4Q09
$1000
$250
$500
$750
$1250
$1500
4Q09 4Q10
$200000
$50000
$100000
$150000
$250000
$300000
Cooperative Condominium
Fourth Quarter 2010 7
Average Price Per Room Average Price Per Square Foot
South of 34th Street
doWntoWn
While the average price fell 23 for three-bedroom and
larger apartments Downtown from a year ago a large
number of closings at the Superior Ink building inflated 2009rsquos figure This also is a reason why the overall condo
price per square foot fell 10 from a year ago The average
co-op price per room rose 13 for prewar and 4 for
postwar units from 2009rsquos fourth quarter
4Q09 4Q10
Studio 1-Bedroom 2-Bedroom 3+Bedroom
Percent of Sales
4th Q 09 17 43 28 12
4th Q 10 16 41 31 12
Average Price
4th Q 09 $452722 $704292 $1615877 $4665379
4th Q 10 $444618 $741919 $1581625 $3605513
Change -2 5 -2 -23
Prewar
$208503 $235826
Postwar
$188600 $195854
$100000
$200000
$125000
$150000
$175000
$225000
$250000
$75000
$800
$1200
$900
$1000
$1100
$1300
$1400
$700
4Q09
$1326
4Q10
$1194
Cooperative CondominiumAverage Price Per Room Average Price Per Square Foot
Generally North of 96th Street on the East Side and 110th Street on the West Side
NEW YORK CITY bull PALM BEACH bull THE HAMPTONS bull NORTH FORK 2129069200
EAST SIDE445 Park AvenueHall F Willkie PresidentRuth McCoy EVPManaging Director of Sales
UPPER EAST SIDE1121 Madison AvenuePeter R Marra EVPManaging Director of Sales
EDWARD LEE CAVE DIVISION790 Madison AvenueCaroline E Y GuthriePresident
WEST SIDE1926 BroadwayJames M Gricar EVP Managing Director of Sales
BROOKLYN HEIGHTS129 Montague StreetChristopher Thomas EVPManaging Director of Sales
PARK SLOPE100 Seventh AvenueMaryAnn Albano EVPManaging Director of Sales
NEW DEVELOPMENT445 Park Avenue James M GricarManaging DirectorBrown Harris Stevens On-Site Marketing and Sales
Prepared by Gregory Heym Chief Economist Brown Harris Stevenscopy2010 by Brown Harris Stevens All Rights Reserved This information may not be copied used or distributed without Brown Harris Stevensrsquo consent While information is believed true no guaranty is made of accuracy
While the average price fell for three-bedroom and larger apartments it was higher for
all other size categories in Northern Manhattan Condo
prices rose slightly as their average price per square foot of $566 was up 1 from a
year ago The average price per room fell for both prewar and
postwar co-ops compared to a year ago
This report is based on 1901 reported Manhattan apartment sales 25 less than were reported during last yearrsquos comparable period
VILLAGE2 Fifth AvenueKevin Kovesci EVPManaging Director of Sales
TRIBECA43 North MooreKevin Kovesci EVPManaging Director of Sales
northErn Manhattan
Studio 1-Bedroom 2-Bedroom 3+Bedroom
Percent of Sales
4th Q 09 6 35 43 16
4th Q 10 8 38 38 16
Average Price
4th Q 09 $227611 $352759 $567332 $1101778
4th Q 10 $319798 $394509 $577071 $710832
Change 41 12 2 -35
$100
$500
$200
$300
$400
$600
$700
$0
4Q09 4Q10
4Q09
$563
4Q10
$566
$70000
$110000
$80000
$90000
$100000
$120000
$130000
$60000
Prewar
$120601 $97757
Postwar
$110104 $106330
Faculty Biographies
REAL PROPERTY SECTION gt Officer Bio
Chair Leo Genn Esq
Office Address Northside Center for Child Development 1301 Fifth Ave New York NY 10029-3119
Phone 212-426-3406 Fax 212-410-7561 Email lgenn_esqyahoocom
After working briefly as a litigator Mr Genn became House Counsel at NorthsideCenter for Child Development a Manhattan-based not for profit where he handles contract negotiations commercial leasing property management and insurance issues Mr Genn also writes government grants Before law school Mr Genn spent eight years managing commercial and residential real estate in New York City Mr Genn has also worked for New York Citys Office of Economic Development In March 2002 Mr Genns article on the notice requirements in foreclosure proceedings appeared on thecover of the New York Real Estate Law Reporter Mr Gennrsquos favorite law quote is Oliver Wendell Holmes remark A word is not a crystal transparent and unchanged it isthe skin of a living thought and may vary greatly in color and content according to thecircumstances and time in which it is used Mr Gennrsquos favorite case is Raffles v
ichelhaus and his favorite legal fiction is promissory estoppel W
Paul M Giddins Partner
Giddins Claman LLP Paul M Giddins is a partner at Giddins Claman LLP a law firm in New York City Mr Giddins received a Bachelor of Arts degree from Trinity College- Hartford and a law degree from American University Washington School of Law
LISA LIPPMAN | Senior Vice President Director | Licensed Associate Real Estate Broker
printer friendly page
1926 Broadway New York NY 10023 Tel (212) 588-5606 Fax (212) 418-9733 llippmanbhsusacom download contact info view current listings view sold listings
FEATURED PROPERTY - UPPER EAST SIDE
2COOPERATIVE
25 EAST 79TH STREET
rice $1299000
isting ID 1127158
PBedrooms 2 Baths 20 L
Lisa Lippman Senior Vice President and Director was the 1 broker at Brown Harris Stevens in 2009 With 13 years of experience selling real estate Lisa specializes in the sale of high end cooperatives condominiums and townhomes throughout Manhattan As is clear from her record even in tough times Lisa manages to both sell and find homes for her clients Other awards Lisa has won in the last few years include middotWall Street Journal top 400-Lisa was 11 in the nation and 2 in Manhattan 2009 middotWall Street Journal top 50 brokers in America 2007 middotBrown Harris Stevens Westside Office Broker of the Year All Years 2006 - 2009 middotBrown Harris Stevens Westside Office Listing Broker of the Year 2007 2008 2009 middotBrown Harris Stevens Largest New Development Deal of the Year 2009 Prior to becoming a real estate broker Lisa spent several years as a lawyer practicing litigation at two prestigious law firms She graduated from The University of Pennsylvania in 1986 and earned her law degree from Cardozo in 1990 Lisas legal background affords her a keen understanding of the negotiation process as well as the complexities needed to complete the deal A New York City resident for 24 years Lisa offers impeccable knowledge of the market as it applies across all neighborhoods She has lived downtown on the Upper East Side and has now resided on the Upper West Side for the past 14 years Additionally as the mother of three children Lisa is personally involved in the decisions all buyers face in choosing a neighborhood and a home Lisa takes pride in being a straight-forward intelligent and honest broker She understands the individual needs of each client as well as their comfort with the purchase andor sale process Her listening talents combined with her unbeatable memory work ethic and negotiation skills allow her to service her buyers and sellers most effectively Lisa is also active in the New York community including the UJA and her childrens school All of this enables her to offer a well-rounded approach to navigating the New York real estate landscape bringing to life the nuances and charms that the City and its real estate market have to offer
123 - Contract of sale cooperative apartment 7-01
Prepared by The Committee on Condominiums and Cooperatives of the Real Property Section of the New York State Bar Association
CONSULT YOUR LAWYER BEFORE SIGNING THIS AGREEMENT
Contract of Sale - Cooperative Apartment
This Contract is made as of October 2010 between the Seller and the Purchaser identified below
1 Certain Definitions and Information
11 The Parties are
111 Seller
Prior names used by Seller
Address
New York NY
S S No
112 Purchaserrdquo
Address
New York NY
S S No
12 The Attorneys are (name address and telephone fax)
121 Sellers Attorneyrdquo
Giddins Claman LLP
675 Third Avenue 29th Floor
New York NY 10017
Attn Paul M Giddins Esq
(212)573-6703 Fax (212)949-1923
pgiddinsgcl-lawcom
122 Purchasers Attorney
13 The Escrowee is the Sellers Attorney
14 The Managing Agent is (name address and telephone fax)
15 The real estate Broker(s) (see para 12) isare
Lisa Lippman
Company Name Brown Harris Stevens
16 The name of the cooperative housing corporation (Corporation) is
17 The Unit number is
18 The Unit is located in Premises known as
19 The Shares are the shares of the Corporation allocated to the Unit
110 The Lease is the Corporations proprietary lease or occupancy agreement for the Unit given by the Corporation which expires on
111 Personalty is the following personal property to the extent existing in the Unit on the date hereof the refrigerators freezers ranges ovens built-in microwave ovens dishwashers garbage disposal units cabinets and
counters lighting fixtures chandeliers wall-to-wall carpeting plumbing and heating fixtures central air conditioning andor window or sleeve units washing machines dryers screens and storm windows window treatments switch plates door hardware mirrors built-ins not excluded in Paragraph 112 and
112 Specifically excluded from this sale is all personal property not included in para 111 and
113 The sale [does] [does not] include Sellers interest in
Storage Servants Room Parking Space (Included Interests)
114 The Closing is the transfer of ownership of the Shares and Lease
115 The date scheduled for Closing is 2010
(Scheduled Closing Date) at 200 PM (See para 9 and 10)
116 The Purchase Price is $
1161 The Contract Deposit is $
1162 The Balance of the Purchase Price due at Closing is
$ (See para 222)
117 The monthly Maintenance charge is $ (See para 4)
118 The Assessment if any payable to the Corporation at the date of this Contract is $ payable as follows
119 SellerPurchaser shall pay the Corporations flip tax transfer fee (apart from the transfer agent fee) andor waiver of option fee (Flip Tax) if any
120 Financing Options (Delete two of the following parapara 1 20 1 1202 or 1203)
1201 Purchaser may apply for financing in connection with this sale and Purchasers obligation to purchase under this Contract is contingent upon issuance of a Loan Commitment Letter by the Loan Commitment Date (para 1812)
1202 Purchaser may apply for financing in connection with this sale but Purchasers obligation to purchase this Contract is not contingent upon issuance of a Loan Commitment Letter
1203 Purchaser shall not apply for financing in connection with this sale
121 If para 120 1 or 1202 applies the Financing Terms for para 18 are A loan of $ for a term of 30 years or such lesser amount or shorter term as applied for or acceptable to Purchaser and the Loan Commitment Date for para 18 is 30 calendar days after the Delivery Date
122 The Delivery Date of this Contract is the date on which a fully executed counterpart of this Contract is deemed given to and received by Purchaser or Purchasers Attorney as provided in para 173
123 All Proposed Occupants of the Unit are
1231 persons and relationship to Purchaser
Purchasers
1232 pets
124 The Contract Deposit shall be held in [a non] [an] IOLA escrow account If the account is a non-IOLA account then interest shall be paid to the Party entitled to the Contract Deposit The Party receiving the interest shall pay any income taxes thereon The escrow account shall be a segregated bank account at
Depository XXXX Bank
Address (See para 27)
125 This Contract is [not] continued on attached rider(s)
2 Agreement to Sell and Purchase Purchase Price Escrow
21 Seller agrees to sell to Purchaser and Purchaser agrees to purchase from Seller the Sellers Shares Lease Personalty and any Included Interests and all other items included in this sale for the Purchase Price and upon the terms and conditions set forth in this Contract
22 The Purchase Price is payable to Seller by Purchaser as follows
221 the Contract Deposit at the time of signing this Contract by Purchasers good check to the order of Escrowee and
222 the Balance at Closing only by cashiers or official bank check or certified check of Purchaser payable to the direct order of Seller The check(s) shall be drawn on and payable by a branch of a commercial or savings bank savings and loan association or trust company located in the same City or County as the Unit Seller may direct on reasonable Notice (defined in para 17) prior to Closing that all or a portion of the Balance shall be made payable to persons other than Seller (see para 177)
3 Personalty
31 Subject to any rights of the Corporation or any holder of a mortgage to which the Lease is subordinate this sale includes all of the Sellers interest if any in the Personalty and the Included Interests
32 No consideration is being paid for the Personalty or for the Included Interests nothing shall be sold to Purchaser if the Closing does not occur
33 Prior to Closing Seller shall remove from the Unit all the furniture furnishings and other property not included in this sale and repair any damage caused by such removal
4 Representations and Covenants
41 Subject to any matter affecting title to the Premises (as to which Seller makes no representations or covenants) Seller represents and covenants that
4 11 Seller is and shall at Closing be the sole owner of the Shares Lease Personalty and Included Interests with the full right power and authority to sell and assign them Seller shall make timely provision to satisfy existing security interest(s) in the Shares and Lease and have the same delivered at Closing (See para 101)
412 the Shares were duly issued fully paid for and are non-assessable
413 the Lease is and will at Closing be in full force and effect and no notice of default under the Lease is now or will at Closing be in effect
414 the Maintenance and Assessments payable as of the date hereof are as specified in para 117 and 118
415 as of this date Seller neither has actual knowledge nor has received any written notice of any increase in Maintenance or any Assessment which has been adopted by the Board of Directors of the Corporation and is not reflected in the amounts set forth in parapara 117 and 118
416 Seller has not made any material alterations or additions to the Unit without any required consent of the Corporation or to Sellers actual knowledge without compliance with all applicable law This provision shall not survive Closing
417 Seller has not entered into shall not enter into and has no actual knowledge of any agreement (other than the Lease) affecting title to the Unit or its use andor occupancy after Closing or which would be binding on or adversely affect Purchaser after Closing (eg a sublease or alteration agreement)
418 Seller has been known by no other name for the past 10 years except as set forth in para 111
419 at Closing in accordance with para 152
4191 there shall be no judgments outstanding against Seller which have not been bonded against collection out of the Unit (Judgments)
4192 the Shares Lease Personalty and any Included Interests shall be free and clear of liens (other than the Corporations general lien on the Shares for which no monies shall be owed) encumbrances and adverse interests (Liens)
4193 all sums due to the Corporation shall be fully paid by Seller to the end of the payment period immediately preceding the date of Closing
4194 Seller shall not be indebted for labor or material which might give rise to the filing of a notice of mechanics lien against the Unit or the Premises and
4195 no violations shall be of record which the owner of the Shares and Lease would be obligated to remedy under the Lease
42 Purchaser represents and covenants that
421 Purchaser is acquiring the Shares and Lease for primary residential occupancy of the Unit solely by the Proposed Occupants identified in para 1 23
422 Purchaser is not and within the past 7 years has not been the subject of a bankruptcy proceeding
423 if para 1203 applies Purchaser shall not apply for financing in connection with this purchase
424 Each individual comprising Purchaser is over the age of 18 and is purchasing for Purchasers own account (beneficial and of record)
425 Purchaser shall not make any representations to the Corporation contrary to the foregoing and shall provide all documents in support thereof required by the Corporation in connection with Purchasers application for approval of this transaction and
426 there are not now and shall not be at Closing any unpaid tax liens or monetary judgments against Purchaser
43 Each Party covenants that its representations and covenants contained in para 4 shall be true and complete at Closing and except for para 416 shall survive Closing but any action based thereon must be instituted within one year after Closing
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 Corporations 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 Corporations shareholders under Internal Revenue Code (IRC) sect216 (or any successor statute)
6 Required Approval and References
61 This sale is subject to the unconditional consent of the Corporation
62 Purchaser shall in good faith
621 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 or if para 1201 or 1202 applies and the Loan Commitment Letter is required by the Corporation within 3 business days after the earlier of (i) the Loan Commitment Date (defined in para 12 1) or (ii) the date of receipt of the Loan Commitment Letter (defined in para 1812) whether said commitment letter is conditional or unconditional
622 attend (and cause any Proposed Occupant to attend) one or more personal interviews as requested by the Corporation and
623 promptly submit to the Corporation such further references data and documents reasonably requested by the Corporation 63 Either Party after learning of the Corporations 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 Corporations 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 para 63 the Escrowee shall refund the Contract Deposit to Purchaser 64 If such consent is refused or not given due to Purchasers bad faith conduct Purchaser shall be in default and para 131 shall govern 7 Condition of Unit and Personalty Possession 71 Seller makes no representation as to the physical condition or state of repair of the Unit the Personalty the Included Interests or the Premises Purchaser has inspected or waived inspection of the Unit the Personalty and the Included Interests and shall take the same as is as of the date of
this Contract except for reasonable wear and tear However at the time of Closing the appliances shall be in working order and required smoke detector(s) shall be installed and operable 72 At Closing Seller shall deliver possession of the Unit Personalty and Included Interests in the condition required by para 71 broom clean vacant and free of all occupants and rights of possession 8 Risk of Loss 81 The provisions of General Obligations Law Section 5-1311 as modified herein shall apply to this transaction as if it were a sale of realty For purposes of this paragraph the term Unit includes built-in Personalty 82 Destruction shall be deemed material under GOL 5-1311 if the reasonably estimated cost to restore the Unit shall exceed 5 of the Purchase Price 83 In the event of any destruction of the Unit or the Premises when neither legal title nor the possession of the Unit has been transferred to Purchaser Seller shall give Notice of the loss to Purchaser (Loss Notice) by the earlier of the date of Closing or 7 business days after the date of the loss 84 If there is material destruction of the Unit without fault of Purchaser this Contract shall be deemed canceled in accordance with para 163 unless Purchaser elects by Notice to Seller to complete the purchase with an abatement of the Purchase Price or 85 Whether or not there is any destruction of the Unit if without fault of Purchaser more than 10 of the units in the Premises are rendered uninhabitable or reasonable access to the Unit is not available then Purchaser shall have the right to cancel this Contract in accordance with para 163 by Notice to Seller 86 Purchasers Notice pursuant to para 84 or para 85 shall be given within 7 business days following the giving of the Loss Notice except that if Seller does not give a Loss Notice Purchasers Notice may be given at any time at or prior to Closing 87 In the event of any destruction of the Unit Purchaser shall not be entitled to an abatement of the Purchase Price (i) that exceeds the reasonably estimated cost of repair and restoration or (ii) for any loss that the Corporation is obliged to repair or restore but Seller shall assign to Purchaser without recourse Sellers claim if any against the Corporation with respect to such loss 9 Closing Location The Closing shall be held at the location designated by the Corporation or if no such designation is made at the office of Sellers Attorney 10 Closing 101 At Closing Seller shall deliver or cause to be delivered 1011 Sellers certificate for the Shares duly endorsed for transfer to Purchaser or accompanied by a separate duly executed stock power to Purchaser and in either case with any guarantee of Sellers signature required by the Corporation 1012 Sellers counterpart original of the Lease all assignments and assumptions in the chain of title and a duly executed assignment thereof to Purchaser in the form required by the Corporation 1013 FIRPTA documents required by para 25 1014 keys to the Unit building entrance(s) and if applicable garage mailbox storage unit and any locks in the Unit 1015 if requested an assignment to Purchaser of Sellers interest in the Personalty and Included Interests 1016 any documents and payments to comply with para 152 1017 If Seller is unable to deliver the documents required in para 1011 or 1012 then Seller shall deliver or cause to be delivered all documents and payments required by the Corporation for the issuance of anew certificate for the Shares or a new Lease 102 At Closing Purchaser shall 1021 pay the Balance in accordance with para 222 1022 execute and deliver to Seller and the Corporation an agreement assuming the Lease in the form required by the Corporation and 1023 if requested by the Corporation execute and deliver counterparts of a new lease substantially the same as the Lease for the balance of the Lease term in which case the Lease shall be canceled and surrendered to the Corporation together with Sellers assignment thereof to Purchaser
103 At Closing the Parties shall complete and execute all documents necessary 1031 for Internal Revenue Service (IRS) form 1099-S or other similar requirements 1032 to comply with smoke detector requirements and any applicable transfer tax filings and 1033 to transfer Sellers interest if any in and to the Personalty and Included Interests 104 Purchaser shall not be obligated to close unless at Closing the Corporation delivers 1041 to Purchaser a new certificate for the Shares in the name of Purchaser and 1042 a written statement by an officer or authorized agent of the Corporation consenting to the transfer of the Shares and Lease to Purchaser and setting forth the amounts of and payment status of all sums owed by Seller to the Corporation including Maintenance and any Assessments and the dates to which each has been paid 11 Closing Fees Taxes and Apportionments 11 1 At or prior to Closing 1111 Seller shall pay if applicable 11111 the cost of stock transfer stamps and 11112 transfer taxes except as set forth in para 11122 1112 Purchaser shall pay if applicable 11121 any fee imposed by the Corporation relating to Purchasers financing and 11122 transfer taxes imposed by statute primarily on Purchaser (eg the mansion tax) 112 The Flip Tax if any shall be paid by the Party specified in para 119 113 Any fee imposed by the Corporation and not specified in this Contract shall be paid by the Party upon whom such fee is expressly imposed by the Corporation and if no Party is specified by the Corporation then such fee shall be paid by Seller 114 The Parties shall apportion as of 1159 PM of the day preceding the Closing the Maintenance and any other periodic charges due the Corporation (other than Assessments) and STAR Tax Exemption (if the Unit is the beneficiary of same) based on the number of the days in the month of Closing 115 Assessments whether payable in a lump sum or installments shall not be apportioned but shall be paid by the Party who is the owner of the Shares on the date specified by the Corporation for payment Purchaser shall pay any installments payable after Closing provided Seller had the right and elected to pay the Assessment in installments 116 Each Party shall timely pay any transfer taxes for which it is primarily liable pursuant to law by cashiers official bank certified or attorneys escrow check This para 116 shall survive Closing 117 Any computational errors or omissions shall be corrected within 6 months after Closing This para 117 shall survive Closing 12 Broker 121 Each Party represents that such Party has not dealt with any person acting as a broker whether licensed or unlicensed in connection with this transaction other than the Broker(s) named in para 15 122 Seller shall pay the Brokers commission pursuant to a separate agreement The Broker(s) shall not be deemed to be a third-party beneficiary of this Contract 123 This para 12 shall survive Closing cancellation or termination of this Contract 13 Defaults Remedies and Indemnities 131 In the event of a default or misrepresentation by Purchaser Sellers sole and exclusive remedies shall be to cancel this Contract retain the Contract Deposit as liquidated damages and if applicable Seller may enforce the indemnity in para 133 as to brokerage commission or sue under para 134 Purchaser prefers to limit Purchasers exposure for actual damages to the amount of the Contract Deposit which Purchaser agrees constitutes a fair and reasonable amount of compensation for Sellers damages under the circumstances and is not a penalty The principles of real property law shall apply to this liquidated damages provision 132 In the event of a default or misrepresentation by Seller Purchaser shall have such remedies as Purchaser is entitled to at law or in equity including
specific performance because the Unit and possession thereof cannot be duplicated 133 Subject to the provisions of para 43 each Party indemnifies and holds harmless the other against and from any claim judgment loss liability cost or expense resulting from the indemnitors breach of any of its representations or covenants stated to survive Closing cancellation or termination of this Contract Purchaser indemnifies and holds harmless Seller against and from any claim judgment loss liability cost or expense resulting from the Lease obligations accruing from and after the Closing Each indemnity includes without limitation reasonable attorneys fees and disbursements court costs and litigation expenses arising from the defense of any claim and enforcement or collection of a judgment under this indemnity provided the indemnitee is given Notice and opportunity to defend the claim This para 133 shall survive Closing cancellation or termination of this Contract 134 In the event any instrument for the payment of the Contract Deposit fails of collection Seller shall have the right to sue on the uncollected instrument In addition such failure of collection shall be a default under this Contract provided Seller gives Purchaser Notice of such failure of collection and within 3 business days after Notice is given Escrowee does not receive from Purchaser an unendorsed good certified check bank check or immediately available funds in the amount of the uncollected funds Failure to cure such default shall entitle Seller to the remedies set forth in Paragraph 131 and to retain all sums as may be collected andor recovered 14 Entire Agreement Modification 141 All prior oral or written representations understandings and agreements had between the Parties with respect to the subject matter of this Contract and with the Escrowee as to para 27 are merged in this Contract which alone fully and completely expresses the Parties and Escrowees agreement 142 The Attorneys may extend in writing any of the time limitations stated in this Contract Any other provision of this Contract may be changed or waived only in writing signed by the Party or Escrowee to be charged 15 Removal of Liens and Judgments 151 Purchaser shall deliver or cause to be delivered to Seller or Sellers Attorney not less than 10 calendar days prior to the Scheduled Closing Date a Lien and Judgment search except that Liens or Judgments first disclosed in a continuation search shall be reported to Seller within 2 business days after receipt thereof but not later than the Closing Seller shall have the right to adjourn the Closing pursuant to para 16 to remove any such Liens and Judgments Failure by Purchaser to timely deliver such search or continuation search shall not constitute a waiver of Sellers covenants in para 4 as to Liens and Judgments However if the Closing is adjourned solely by reason of untimely delivery of the Lien and Judgment search the apportionments under Paragraph 113 shall be made as of 1159 PM of the day preceding the Scheduled Closing Date in para 115 152 Seller at Sellers expense shall obtain and deliver to the Purchaser the documents and payments necessary to secure the release satisfaction termination and discharge or removal of record of any Liens and Judgments Seller may use any portion of the Purchase Price for such purposes 153 This para 15 shall survive Closing 16 Sellers Inability 161 If Seller shall be unable to transfer the items set forth in para 21 in accordance with this Contract for any reason other than Sellers failure to make a required payment or other willful act or omission then Seller shall have the right to adjourn the Closing for periods not exceeding 60 calendar days in the aggregate but not extending beyond the expiration of Purchasers Loan Commitment Letter if para 1201 or 1202 applies 162 If Seller does not elect to adjourn the Closing or (if adjourned) on the adjourned date of Closing Seller is still unable to perform then unless Purchaser elects to proceed with the Closing without abatement of the Purchase Price either Party may cancel this Contract on Notice to the other Party given at any time thereafter 163 In the event of such cancellation the sole liability of Seller shall be to cause the Contract Deposit to be refunded to Purchaser and to reimburse Purchaser for the actual costs incurred for Purchases lien and title search if any
17 Notices and Contract Delivery 171 Any notice or demand (Notice) shall be in writing and delivered either by hand overnight delivery or certified or registered mail return receipt requested to the Party or and simultaneously in like manner to such Partys Attorney if any and to Escrowee at their respective addresses or to such other address as shall hereafter be designated by Notice given pursuant to this para 17 172 The Contract may be delivered as provided in para 171 or by ordinary mail 173 The Contract or each Notice shall be deemed given and received 1731 on the day delivered by hand 1732 on the business day following the date sent by overnight delivery 1733 on the 5th business day following the date sent by certified or registered mail or 1734 as to the Contract only 3 business days following the date of ordinary mailing 174 A Notice to Escrowee shall be deemed given only upon actual receipt by Escrowee 175 The Attorneys are authorized to give and receive any Notice on behalf of their respective clients 176 Failure or refusal to accept a Notice shall not invalidate the Notice 177 Notice pursuant to parapara 222 and 134 may be delivered by confirmed facsimile to the Partys Attorney and shall be deemed given when transmission is confirmed by senders facsimile machine 18 Financing Provisions 181 The provisions of parapara 181 and 182 are applicable only if para 1201 or 1202 applies 1811 An Institutional Lender is any of the following that is authorized under Federal or New York State law to issue a loan secured by the Shares and Lease and is currently extending similarly secured loan commitments in the county in which the Unit is located a bank savings bank savings and loan association trust company credit union of which Purchaser is a member mortgage banker insurance company or governmental entity 1812 A Loan Commitment Letter is a written offer from an Institutional Lender to make a loan on the Financing Terms (see para 1 2 1) at prevailing fixed or adjustable interest rates and on other customary terms generally being offered by Institutional Lenders making cooperative share loans An offer to make a loan conditional upon obtaining an appraisal satisfactory to the Institutional Lender shall not become a Loan Commitment Letter unless and until such condition is met An offer conditional upon any factor concerning Purchaser (eg sale of current home payment of outstanding debt no material adverse change in Purchasers financial condition etc) is a Loan Commitment Letter whether or not such condition is met Purchaser accepts the risk that and cannot cancel this Contract if any condition concerning Purchaser is not met 182 Purchaser directly or through a mortgage broker registered pursuant to Article 12-D of the Banking Law shall diligently and in good faith 1821 apply only to an Institutional Lender for a loan on the Financing Terms (see para 121) on the form required by the Institutional Lender containing truthful and complete information and submit such application together with such documents as the Institutional Lender requires and pay the applicable fees and charges of the Institutional Lender all of which shall be performed within 5 business days after the Delivery Date 1822 promptly submit to the Institutional Lender such further references data and documents requested by the Institutional Lender and 1823 accept a Loan Commitment Letter meeting the Financing Terms and comply with all requirements of such Loan Commitment Letter (or any other loan commitment letter accepted by Purchaser) and of the Institutional Lender in order to close the loan and 1824 furnish Seller with a copy of the Loan Commitment Letter promptly after Purchasers receipt thereof 1825 Purchaser is not required to apply to more than one Institutional Lender 183 If Paragraph 1201 applies then 1831 provided Purchaser has complied with all applicable provisions of para 182 and this para 183 Purchaser may cancel this Contract as set forth below if
18311 any Institutional Lender denies Purchasers application in writing prior to the Loan Commitment Date (see Paragraph 121) or 18312 a Loan Commitment Letter is not issued by the Institutional Lender on or before the Loan Commitment Date or 18313 any requirement of the Loan Commitment Letter other than one concerning Purchaser is not met (eg failure of the Corporation to execute and deliver the Institutional Lenders recognition agreement or other document financial condition of the Corporation owner occupancy quota etc) or 18314 (i) the Closing is adjourned by Seller or the Corporation for more than 30 business days from the Scheduled Closing Date and (ii) the Loan Commitment Letter expires on a date more than 30 business days after the Scheduled Closing Date and before the new date set for Closing pursuant to this para and (iii) Purchaser is unable in good faith to obtain from the Institutional Lender an extension of the Loan Commitment Letter or a new Loan Commitment Letter on the Financing Terms without paying additional fees to the Institutional Lender unless Seller agrees by Notice to Purchaser within 5 business days after receipt of Purchasers Notice of cancellation on such ground that Seller will pay such additional fees and Seller pays such fees when due Purchaser may not object to an adjournment by Seller for up to 30 business days solely because the Loan Commitment Letter would expire before such adjourned Closing date 1832 Purchaser shall deliver Notice of cancellation to Seller within 5 business days after the Loan Commitment Date if cancellation is pursuant to para 18311 or 18312 and on or prior to the Scheduled Closing Date if cancellation is pursuant to para 18313 or 18314 1833 If cancellation is pursuant to Paragraph 18311 then Purchaser shall deliver to Seller together with Purchasers Notice a copy of the Institutional Lenders written denial of Purchasers loan application If cancellation is pursuant to para 18313 then Purchaser shall deliver to Seller together with Purchasers Notice evidence that a requirement of the Institutional Lender was not met 1834 Seller may cancel this Contract by Notice to Purchaser sent within 5 days after the Loan Commitment Date if Purchaser shall not have sent by then either (i) Purchasers Notice of cancellation or (ii) a copy of the Loan Commitment Letter to Seller which cancellation shall become effective if Purchaser does not deliver a copy of such Loan Commitment Letter to Seller within 10 business days after the Loan Commitment Date 1835 Failure by either Purchaser or Seller to deliver Notice of cancellation as required by this para 183 shall constitute a waiver of the right to cancel under this para 183 1836 If this Contract is canceled by Purchaser pursuant to this para 183 then thereafter neither Party shall have any further rights against or obligations or liabilities to the other by reason of this Contract except that the Contract Deposit shall be promptly refunded to Purchaser and except as set forth in para 12 If this Contract is canceled by Purchaser pursuant to para 18314 then Seller shall reimburse Purchaser for any non-refundable financing and inspection expenses and other sums reimbursable pursuant to para 16 1837 Purchaser cannot cancel this Contract pursuant to 18314 and cannot obtain a refund of the Contract Deposit if the Institutional Lender fails to fund the loan 18371 because a requirement of the Loan Commitment Letter concerning Purchaser is not met (eg Purchasers financial condition or employment status suffers an adverse change Purchaser fails to satisfy a condition relating to the sale of an existing residence etc) or 18372 due to the expiration of a Loan Commitment Letter issued with an expiration date that is not more than 30 business days after the Scheduled Closing Date 19 SingularPlural and JointSeveral The use of the singular shall be deemed to include the plural and vice versa whenever the context so requires If more than one person constitutes Seller or Purchaser their obligations as such Party shall be joint and several 20 No Survival No representation andor covenant contained herein shall survive Closing except as expressly provided Payment of the Balance shall constitute a discharge and release by Purchaser of all of Sellers obligations hereunder except those expressly stated to survive Closing 21 Inspections
Purchaser and Purchasers representatives shall have the right to inspect the Unit within 48 hours prior to Closing and at other reasonable times upon reasonable request to Seller 22 Governing Law and Venue This Contract shall be governed by the laws of the State of New York without regard to principles of conflict of laws Any action or proceeding arising out of this Contract shall be brought in the county or Federal district where the Unit is located and the Parties hereby consent to said venue 23 No Assignment by Purchaser Death of Purchaser 231 Purchaser may not assign this Contract or any of Purchasers rights hereunder Any such purported assignment shall be null and void 232 This Contract shall terminate upon the death of all persons comprising Purchaser and the Contract Deposit shall be refunded to the Purchaser Upon making such refund and reimbursement neither Party shall have any further liability or claim against the other hereunder except as set forth in para 12 24 Cooperation of Parties 241 The Parties shall each cooperate with the other the Corporation and Purchasers Institutional Lender and title company if any and obtain execute and deliver such documents as are reasonably necessary to consummate this sale 242 The Parties shall timely file all required documents in connection with all governmental filings that are required by law Each Party represents to the other that its statements in such filings shall be true and complete This para 242 shall survive Closing 25 FIRPTA The parties shall comply with IRC sectsect 897 1445 and the regulations thereunder as same may be amended (FIRPTA) If applicable Seller shall execute and deliver to purchaser at Closing a Certification of Non-Foreign Status (CNS) or deliver a Withholding Certificate from the IRS If Seller fails to deliver a CNS or a Withholding Certificate Purchaser shall withhold from the Balance and remit to the IRS such sum as may be required by law Seller hereby waives any right of action against Purchaser on account of such withholding and remittance This para 25 shall survive Closing 26 Additional Requirements 261 Purchaser shall not be obligated to close unless all of the following requirements are satisfied at the time of the Closing 2611 the Corporation is in good standing 2612 the Corporation has fee or leasehold title to the Premises whether or not marketable or insurable and 2613 there is no pending in rem action tax certificatelien sale or foreclosure action of any underlying mortgage affecting the Premises 262 If any requirement in para 261 is not satisfied at the time of the Closing Purchaser shall give Seller Notice and if the same is not satisfied within a reasonable period of time thereafter then either Party may cancel this Contract (pursuant to para 163) by Notice 27 Escrow Terms 271 The Contract Deposit shall be deposited by Escrowee in an escrow account as set forth in para 124 and the proceeds held and disbursed in accordance with the terms of this Contract At Closing the Contract Deposit shall be paid by Escrowee to Seller If the Closing does not occur and either Party gives Notice to Escrowee demanding payment of the Contract Deposit Escrowee shall give prompt Notice to the other Party of such demand If Escrowee does not receive a Notice of objection to the proposed payment from such other Party within 10 business days after the giving of Escrowees Notice Escrowee is hereby authorized and directed to make such payment to the demanding party If Escrowee does receive such a Notice of objection within said period or if for any reason Escrowee in good faith elects not to make such payment Escrowee may continue to hold the Contract Deposit until otherwise directed by a joint Notice by the Parties or a final non-appealable judgment order or decree of a court of competent jurisdiction However Escrowee shall have the right at any time to deposit the Contract Deposit and the interest thereon if any with the clerk of a court in the county as set forth in para 22 and shall give Notice of such deposit to each Party Upon disposition of the Contract Deposit and
interest thereon if any in accordance with this para 27 Escrowee shall be released and discharged of all escrow obligations and liabilities 272 The Party whose Attorney is Escrowee shall be liable for loss of the Contract Deposit If the Escrowee is Sellers attorney then Purchaser shall be credited with the amount of the contract Deposit at Closing 273 Escrowee will serve without compensation Escrowee is acting solely as a stakeholder at the Parties request and for their convenience Escrowee shall not be liable to either Party for any act or omission unless it involves bad faith willful disregard of this Contract or gross negligence In the event of any dispute Seller and Purchaser shall jointly and severally (with right of contribution) defend (by attorneys selected by Escrowee) indemnify and hold harmless Escrowee from and against any claim judgment loss liability cost and expenses incurred in connection with the performance of Escrowees acts or omissions not involving bad faith willful disregard of this Contract or gross negligence This indemnity includes without limitation reasonable attorneys fees either paid to retain attorneys or representing the fair value of legal services rendered by Escrowee to itself and disbursements court costs and litigation expenses 274 Escrowee acknowledges receipt of the Contract Deposit by check subject to collection
275 Escrowee agrees to the provisions of this para 27 276 If Escrowee is the Attorney for a Party Escrowee shall be permitted to represent such Party in any dispute or lawsuit 277 This para 27 shall survive Closing cancellation or termination of this Contract 28 Margin Headings The margin headings do not constitute part of the text of this Contract 29 Miscellaneous This Contract shall not be binding unless and until Seller delivers a fully executed counterpart of this Contract to Purchaser (or Purchasers Attorney) pursuant to para 172 and 173 This Contract shall bind and inure to the benefit of the Parties hereto and their respective heirs personal and legal representatives and successors in interest 30 Lead Paint If applicable the complete and fully executed Disclosure of Information on Lead Based Paint and or Lead-Based Paint Hazards is attached hereto and made a part hereof
In Witness Whereof the Parties hereto have duly executed this Contract as of the date first above written
ESCROW TERMS AGREED TO SELLER PURCHASER GIDDINS CLAMAN LLP ESCROWEE
Rider to and Part of Contract of Sale Between as Seller and as Purchaser for Unit at New York NY
31 Purchasers Additional Representations and Covenants 3 11 Supplementing para 42 of the Contract Purchaser also represents and covenants that 3111 Purchaser has and will at Closing have available unencumbered cash and cash equivalents (including publicly traded securities) in a sum at least equal to (and having a then current value of) the Balance and 3112 Purchaser has and will at and immediately following the Closing have a positive net worth 312 the Maintenance and the monthly amount of the Assessment (if any) do not aggregate more than 25 of the current total gross monthly income of the individuals comprising the Purchaser
313 (if para 1201 or para 1202 applies) the monthly debt service (interest and amortization of principal if any) of the proposed financing together with the Maintenance and the monthly Assessment amount (if any) do not aggregate more than 35 of said current total gross monthly income 32 Supplementing paragraph 4 1 Seller has no actual knowledge of a material default or condition which the Lessee is required to cure under the Lease and which remains uncured If prior to Closing Seller acquires knowledge of a such default or condition which the Lessee would be required to cure then Seller shall cure same at or prior to Closing This provision shall not survive closing
The Parties have duly executed this Rider as of the same date as the Contract SELLER PURCHASER ______________________________ _______________________________
Note This form is intended to deal with matters common to most transactions
involving the sale of a condominium unit Provisions should be added altered or
deleted to suit the circumstances of a particular transaction No representation is
made that this form of contract complies with Section 5-702 of the General
Obligations Law (ldquoPlain Language Lawrdquo)
CONSULT YOUR LAWYER BEFORE SIGNING THIS AGREEMENT
Contract of Sale - Condominium Unit
Agreement made as of 2010 between residing at Street Apt
New York NY (ldquoSellerrdquo) and residing at (ldquoPurchaserrdquo)
1 Unit Seller agrees to sell and convey and Purchaser agrees to purchase Unit
No (ldquoUnitrdquo) in the building (ldquoBuildingrdquo) known as Condominium
(ldquoCondominiumrdquo) and located at New York NY New York together with a
XXXXX percent undivided interest in the Common Elements (as defined in para 6)
appurtenant thereto all upon and subject to the terms and conditions set forth herein The
Unit shall be as designated in the Declaration of Condominium Ownership (as the same
may be amended from time to time the ldquoDeclarationrdquo) of the Condominium recorded in
New York County New York or the By-Laws (as the same may be amended from time
to time the ldquoBy-Lawsrdquo) of the Condominium
2 Personal Property (a) The sale includes all of Sellerrsquos right title and
interest if any in and to
(i) the refrigerators freezers ranges ovens built-in microwave
ovens dishwashers washing machines clothes dryers cabinets and counters lighting
and plumbing fixtures chandeliers air conditioning equipment venetian blinds shades
screens storm windows and other window treatments wall-to-wall carpeting
bookshelves switchplates door hardware and mirrors built-ins and articles of property
and fixtures attached to or appurtenant to the Unit except those listed in subpara 2(b) all
of which included property and fixtures are represented to be owned by Seller free and
clear of all liens and encumbrances other than those encumbrances (ldquoPermitted
Exceptionsrdquo) set forth on Schedule A annexed hereto and made a part hereof (strike out
inapplicable items) to the extent any of the foregoing exist in the Unit on the date
hereof and
- 2 -
(ii)
(b) Excluded from this sale are
(i) furniture and furnishings (other than as specifically provided
in this Contract) and
(ii)
(c) The property referred to in subpara 2(a)(i) and (ii) may not be
purchased if title to the Unit is not conveyed hereunder
3 Purchase Price (a) The purchase price (ldquoPurchase Pricerdquo) is $
payable as follows
(i) $ (ldquoDownpaymentrdquo) on the signing of this Contract by
good check subject to collection the receipt of which is hereby acknowledged to be held
in escrow pursuant to para 16 and
(ii) $ constituting the balance of the Purchase Price by
certified check of Purchaser or official bank check (except as otherwise provided in this
Contract) on the delivery of the deed as hereinafter provided
(b) All checks in payment of the Purchase Price shall represent United
States currency and be drawn on or issued by a bank or trust company authorized to
accept deposits in New York State All checks in payment of the Downpayment shall be
payable to the order of Escrowee (as hereinafter defined) All checks in payment of the
balance of the Purchase Price shall be payable to the order of Seller (or as Seller
otherwise directs pursuant to subparas 6(a)(viii) or 18(b))
(c) Except for the Downpayment and checks aggregating not more than
one-half of one percent of the Purchase Price One Thousand Dollars ($100000)
including payment for closing adjustments all checks delivered by Purchaser shall be
certified or official bank checks as hereinabove provided
4 Closing of Title The closing documents referred to in para 6 shall be
delivered and payment of the balance of the Purchase Price shall be made at the closing
of title (ldquoClosingrdquo) to be held on or about at AM at the offices of
Giddins Claman LLP 675 Third Avenue 29th
Floor New York NY or at the office
of Purchaserrsquos lending institution or its counsel provided however that such office is
located in either the City or County in which either (a) Sellerrsquos attorney maintains an
office or (b) the Unit is located
5 Representations Warranties and Covenants Seller represents warrants
and covenants that
- 3 -
(a) Seller is the sole owner of the Unit and the property referred to in
subpara 2(a) and Seller has the full right power and authority to sell convey and transfer
the same
(b) The common charges (excluding separately billed utility charges) for
the Unit on the date hereof are $xxxxx per month
(c) Seller has not received any written notice of any intended assessment
or increase in common charges not reflected in subpara 5(b) Purchaser acknowledges
that it will not have the right to cancel this Contract in the event of the imposition of any
assessment or increase in common charges after the date hereof of which Seller has not
heretofore received written notice
(d) The real estate taxes for the Unit for the fiscal year of ________
through ________ are $_________ Purchaser may verify the real estate taxes on the
website of the New York City Department of Finance A printout from the website
is attached
(e) Seller is not a ldquosponsorrdquo or a nominee of a ldquosponsorrdquo under any plan of
condominium organization affecting the Unit
(f) All refrigerators freezers ranges dishwashers washing machines
clothes dryers and air conditioning equipment included in this sale will be in working
order at the time of Closing
(g) If a copy is attached to this Contract the copy of the Certificate of
Occupancy covering the Unit is a true and correct copy and
(h) Seller is not a ldquoforeign personrdquo as defined in para 17 (If inapplicable
delete and provide for compliance with Code Withholding Section as defined in para
17)
6 Closing Documents (a) At the Closing Seller shall deliver to Purchaser the
following
(i) Bargain and sale deed With covenant against grantorrsquos acts
(ldquoDeedrdquo) complying with RPL sect 339-o and containing the covenant required by LL sect
13(5) conveying to Purchaser title to the Unit together with its undivided interest in the
Common Elements (as such term is defined in the Declaration and which term shall be
deemed to include Sellerrsquos right title and interest in any limited common elements
attributable to or used in connection with the Unit) appurtenant thereto free and clear of
all liens and encumbrances other than Permitted Exceptions The Deed shall be executed
and acknowledged by Seller and if requested by the Condominium executed and
acknowledged by Purchaser in proper statutory form for recording
- 4 -
(ii) If a corporation and if required pursuant to BCL sect 909 Seller
shall deliver to Purchaser (1) a resolution of its board of directors authorizing the delivery
of the Deed and (2) a certificate executed by an officer of such corporation certifying as
to the adoption of such resolution and setting forth facts demonstrating that the delivery
of the Deed is in conformity with the requirements of BCL sect 909 The Deed shall also
contain a recital sufficient to establish compliance with such law
(iii) A waiver of right of first refusal of the board of managers of
the Condominium (ldquoBoardrdquo) if required in accordance with para 8
(iv) A statement by the Condominium or its managing agent that
the common charges and any assessments then due and payable the Condominium have
been paid to the date of the Closing
(v) All keys to the doors of and mailbox for the Unit
(vi) Such affidavits andor other evidence as the title company
(ldquoTitle Companyrdquo) from which Purchaser has ordered a title insurance report and which
is authorized to do business in New York State shall reasonably require in order to omit
from its title insurance policy all exceptions for judgments bankruptcies or other returns
against Seller and persons or entities whose names are the same as or are similar to
Sellerrsquos name
(vii) New York City Real Property Transfer Tax Return if
applicable and New York State Real Estate Transfer Tax Return prepared executed and
acknowledged by Seller in proper form for submission
(viii) Checks in payment of all applicable real property transfer
taxes except a transfer tax which by law is primarily imposed on the purchaser
(ldquoPurchaser Transfer Taxrdquo) due in connection with the sale In lieu of delivery of such
checks Seller shall have the right upon reasonable prior notice to Purchaser to cause
Purchaser to deliver said checks at the Closing and to credit the amount thereof against
the balance of the Purchase Price Seller shall pay the additional transfer taxes if any
payable after the Closing by reason of the conveyance of the Unit which obligation shall
survive the Closing
(ix) Certification that Seller is not a foreign person pursuant to
para 17 or a withholding certificate from the Internal Revenue Service (If inapplicable
delete and provide for compliance with Code Section as defined in para 17) and
(x) Affidavit that a single station smoke detecting alarm device is
installed pursuant to New York Executive Law sect378(5)
(b) At the Closing Purchaser shall deliver to Seller the following
- 5 -
(i) Checks in payment of (y) the balance of the Purchase Price in
accordance with subpara 3(b) and (z) any Purchaser Transfer Tax
(ii) If required by the Declaration or By-Laws power of attorney
to the Board prepared by Seller in the form required by the Condominium The power of
attorney shall be executed and acknowledged by Purchaser and after being recorded
shall be sent to the Condominium
(iii) New York City Real Property Transfer Tax Return executed
and acknowledged by Purchaser and an Affidavit in Lieu of Registration pursuant to New
York Multiple Dwelling Law each in proper form for submission if applicable and
(iv) If required New York State Equalization Return executed
and acknowledged by Purchaser in proper form for submission
(c) It is a condition of Purchaserrsquos obligation to close title hereunder that
(i) All notes or notices of violations of law or governmental
orders ordinances or requirements affecting the Unit and noted or issued by any
governmental department agency or bureau having jurisdiction which were noted or
issued on or prior to the date hereof shall have been cured by Seller
(ii) Any written notice to Seller from the Condominium (or its
duly authorized representative) that the Unit is in violation of the Declaration By-Laws
or rules and regulations of the Condominium shall have been cured and
(iii) The Condominium is a valid condominium created pursuant
to RPL Art 9-B and the Title Company will so insure
7 Closing Adjustments (a) The following adjustments shall be made as of
1159 PM of the day before the Closing
(i) Real estate taxes and water charges and sewer rents if
separately assessed on the basis of the fiscal period for which assessed except that if
there is a water meter with respect to the Unit apportionment shall be based on the last
available reading subject to adjustment after the Closing promptly after the next reading
is available provided however that in the event real estate taxes have not as of the date
of Closing been separately assessed to the Unit real estate taxes shall be apportioned on
the same basis as provided in the Declaration or By-Laws or in the absence of such
provision based upon the Unitrsquos percentage interest in the Common Elements
(ii) Common charges of the Condominium and
(iii) If fuel is separately stored with respect to the Unit only the
value of fuel stored with respect to the Unit at the price then charged by Sellerrsquos supplier
- 6 -
(as determined by a letter or certificate to be obtained by Seller from such supplier)
including any sales taxes
(b) If at the time of Closing the Unit is affected by an assessment which is
or may become payable in installments then for the purposes of this Contract only the
unpaid installments which are then due shall be considered due and are to be paid by
Seller at the Closing All subsequent installments at the time of Closing shall be the
obligation of Purchaser
(c) Any errors or omissions in computing closing adjustments shall be
corrected This subpara 7(c) shall survive the Closing
(d) If the Unit is located in the City of New York the ldquocustoms in respect
to title closingsrdquo recommended by The Real Estate Board of New York Inc as amended
and in effect on the date of Closing shall apply to the adjustments and other matters
therein mentioned except as otherwise provided herein
8 Right of First Refusal If so provided in the Declaration or By-Laws this
sale is subject to and conditioned upon the waiver of a right of first refusal to purchase
the Unit held by the Condominium and exercisable by the Board Seller agrees to give
notice promptly to the Board of the contemplated sale of the Unit to Purchaser which
notice shall be given in accordance with the terms of the Declaration and By-Laws and
Purchaser agrees to provide promptly all applications information and references
reasonably requested by the Board If the Board shall exercise such right of first refusal
Seller shall promptly refund to Purchaser the Downpayment (which term for all purposes
of this Contract shall be deemed to include interest if any earned thereon) and upon the
making of such refund this Contract shall be deemed cancelled and of no further force or
effect and neither party shall have any further rights against or obligations or liabilities
to the other by reason of this Contract If the Board shall fail to exercise such right of
first refusal within the time and in the manner provided for in the Declaration or By-Laws
or shall declare in writing its intention not to exercise such right of first refusal (a copy of
which writing shall be delivered to Purchaser promptly following receipt thereof) the
parties hereto shall proceed with this sale in accordance with the provisions of this
Contract
9 Processing Fee Seller shall at the Closing pay all fees and charges payable
to the Condominium (andor its managing agent) in connection with this sale and
customarily charged to Sellers by the Condominium including without limitation
any processing fee the legal fees if any of the Condominiumrsquos attorney in connection
with this sale and unless otherwise agreed to by Seller and Purchaser in writing all ldquoflip
taxesrdquo transfer or entrance fees or similar charges if any payable to or for the
Condominium or otherwise for the benefit of the Condominium unit owners which arise
by reason of this sale Purchaser shall pay all fees customarily charged to Purchasers
by the Condominium or Managing Agent
- 7 -
10 No Other Representations Purchaser has examined and is satisfied with the
Declaration By-Laws and rules and regulations of the Condominium or has waived the
examination thereof Purchaser has inspected the Unit its fixtures appliances and
equipment and the personal property if any included in this sale as well as the Common
Elements of the Condominium and knows the condition thereof and subject to subpara
5(f) agrees to accept the same ldquoas isrdquo ie in the condition they are in on the date hereof
subject to normal use wear and tear between the date hereof and the Closing Purchaser
has examined or waived examination of the last audited financial statements of the
Condominium and has considered or waived consideration of all other matters pertaining
to this Contract and to the purchase to be made hereunder and does not rely on any
representations made by any broker or by Seller or anyone acting or purporting to act on
behalf of Seller as to any matters which might influence or affect the decision to execute
this Contract or to buy the Unit or said personal property except those representations
and warranties which are specifically set forth in this Contract
11 Possession Seller shall prior to the Closing remove from the Unit all
furniture furnishings and other personal property not included in this sale shall repair
any damage caused by such removal and shall deliver exclusive possession of the Unit at
the Closing vacant broom-clean and free of tenancies or other rights of use or
possession
12 Access Seller shall permit Purchaser and its architect decorator or other
authorized persons to have the right of access to the Unit between the date hereof and the
Closing for the purpose of inspecting the same and taking measurements at reasonable
times and upon reasonable prior notice to Seller (by telephone or otherwise) Further
Purchaser shall have the right to inspect the Unit at a reasonable time during the 24-hour
period immediately preceding the Closing
13 Defaults and Remedies (a) If Purchaser defaults hereunder Sellerrsquos sole
remedy shall be to retain the Downpayment as liquidated damages it being agreed that
Sellerrsquos damages in case of Purchaserrsquos default might be impossible to ascertain and that
the Downpayment constitutes a fair and reasonable amount of damages under the
circumstances and is not a penalty
(b) If Seller defaults hereunder Purchaser shall have such remedies as
Purchaser shall be entitled to at law or in equity including but not limited to specific
performance
14 Notices Any notice request or other communication (ldquoNoticerdquo) given or
made hereunder (except for the notice required by para 12) shall be in writing and either
(a) sent by any of the parties hereto or their respective attorneys by registered or certified
mail return receipt requested postage prepaid or (b) delivered in person or by overnight
courier with receipt acknowledged to the address given at the beginning of this Contract
for the party to whom the Notice is to be given or to such other address for such party as
said party shall hereafter designate by Notice given to the other party pursuant to this
- 8 -
para 14 or (c) with respect to para 6(a)(viii) or para 18(b) sent by fax to the partyrsquos
attorney Each Notice mailed shall be deemed given on the third business day following
the date of mailing the same and each Notice delivered in person or by overnight courier
shall be deemed given when delivered A copy of each notice sent to a party shall also be
sent to the partyrsquos attorney Each notice sent by fax shall be deemed given when
transmission is confirmed by the senders fax machine The attorneys for the parties are
hereby authorized to give and receive on behalf of their clients all Notices and deliveries
15 Purchaserrsquos Lien The Downpayment and all other sums paid on account of
this Contract and the reasonable expenses of the examination of title to and departmental
violation searches in respect of the Unit are hereby made a lien upon the Unit but such
lien shall not continue after default by Purchaser hereunder
16 Downpayment in Escrow (a) Sellerrsquos attorney (ldquoEscroweerdquo) shall hold the
Downpayment in escrow in a segregated bank account at the depository identified at the
end of this Contract until Closing or sooner termination of this Contract and shall pay
over or apply the Downpayment in accordance with the terms of this para 16 Escrowee
shall hold the Downpayment in a(n) interest-bearing Escrow account for the benefit of
the parties If interest is held for the benefit of the parties it shall be paid to the party
entitled to the Downpayment and the party receiving the interest shall pay any income
taxes thereon If interest is not held for the benefit of the parties the Downpayment shall
be placed in an IOLA account or as otherwise permitted or required by law The Social
Security or Federal Identification numbers of the parties shall be furnished to Escrowee
upon request At Closing the Downpayment shall be paid by Escrowee to Seller If for
any reason Closing does not occur and either party gives Notice (as defined in paragraph
14) to Escrowee demanding payment of the Downpayment Escrowee shall give prompt
Notice to the other party of such demand If Escrowee does not receive Notice of
objection from such other party to the proposed payment within 10 business days after
the giving of such Notice Escrowee is hereby authorized and directed to make such
payment If Escrowee does receive such Notice of objection within such 10 day period or
if for any other reason Escrowee in good faith shall elect not to make such payment
Escrowee shall continue to hold such amount until otherwise directed by Notice from the
parties to this Contract or a final nonappealable judgment order or decree of a court
However Escrowee shall have the right at any time to deposit the Downpayment with the
clerk of a court in the county in which the Unit is located and shall give Notice of such
deposit to Seller and Purchaser Upon such deposit or other disbursement in accordance
with the terms of this para 16 Escrowee shall be relieved and discharged of all further
obligations and responsibilities hereunder
(b) The parties acknowledge that Escrowee is acting solely as a
stakeholder at their request and for their convenience and that Escrowee shall not be
liable to either party for any act or omission on its part unless taken or suffered in bad
faith or in willful disregard of this Contract or involving gross negligence on the part of
Escrowee Seller and Purchaser jointly and severally (with right of contribution) agree to
- 9 -
defend (by attorneys selected by Escrowee) indemnify and hold Escrowee harmless from
and against all costs claims and expenses (including reasonable attorneysrsquo fees) incurred
in connection with the performance of Escroweersquos 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 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 Escroweersquos agreement to the provisions of this para 16 by signing in
the place indicated in this Contract
(e) Escrowee or any member of its firm shall be permitted to act as
counsel for Seller in any dispute as to the disbursement of the Downpayment or any other
dispute between the parties whether or not Escrowee is in possession of the
Downpayment and continues to act as Escrowee
(f) The party whose attorney is Escrowee shall be liable for loss of the
Downpayment
17 FIRPTA Seller represents and warrants to Purchaser that Seller is not a
ldquoforeign personrdquo as defined in IRC sect 1445 as amended and the regulations issued
thereunder (ldquoCode Withholding Sectionrdquo) At the Closing Seller shall deliver to
Purchaser a certificate stating that Seller is not a foreign person in the form then required
by the Code Withholding Section or a withholding certificate from the Internal Revenue
Service In the event Seller fails to deliver the aforesaid certificate or in the event that
Purchaser is not entitled under the Code Withholding Section to rely on such certificate
Purchaser shall deduct and withhold from the Purchase Price a sum equal to 10 thereof
and shall at Closing remit the withheld amount with the required forms to the Internal
Revenue Service
18 Title Report Acceptable Title (a) Purchaser shall promptly after the date
hereof or after receipt of the mortgage commitment letter if applicable order a title
insurance report from the Title Company Promptly after receipt of the title report and
thereafter of any continuations thereof and supplements thereto Purchaser shall forward a
copy of each such report continuation or supplement to the attorney for Seller Purchaser
shall further notify Sellerrsquos attorney of any other objections to title not reflected in such
title report of which Purchaser becomes aware following the delivery of such report
reasonably promptly after becoming aware of such objections
(b) Any unpaid taxes assessments water charges and sewer rents
together with the interest and penalties thereon to a date not less than two days following
- 10 -
the date of Closing and any other liens and encumbrances which Seller is obligated to
pay and discharge or which are against corporations estates or other persons in the chain
of title together with the cost of recording or filing any instruments necessary to
discharge such liens and encumbrances of record may be paid out of the proceeds of the
monies payable at the Closing if Seller delivers to Purchaser at the Closing official bills
for such taxes assessments water charges sewer rents interest and penalties and
instruments in recordable form sufficient to discharge any other liens and encumbrances
of record Upon request made a reasonable time before the Closing Purchaser shall
provide at the Closing separate checks for the foregoing payable to the order of the holder
of any such lien charge or encumbrance and other wise complying with subpara 3(b) If
the Title Company is willing to insure Purchaser that such charges liens and
encumbrances will not be collected out of or enforced against the Unit and is willing to
insure the lien of Purchaserrsquos Institutional Lender (as hereinafter defined) free and clear
of any such charges liens and encumbrances then Seller shall have the right in lieu of
payment and discharge to deposit with the Title Company such funds or to give such
assurances or to pay such special or additional premiums as the Title Company may
require in order to so insure In such case the charges liens and encumbrances with
respect to which the Title Company has agreed so to insure shall not be considered
objections to title
(c) Seller shall convey and Purchaser shall accept fee simple title to the
Unit in accordance with the terms of this Contract subject only to (a) the Permitted
Exceptions and (b) such other matters as (i) the Title Company or any other title insurer
licensed to do business by the State of New York shall be willing without special or
additional premium to omit as exceptions to coverage or to except with insurance against
collection out of or enforcement against the Unit and (ii) shall be accepted by any lender
which has committed in writing to provide mortgage financing to Purchaser for the
purchase of the Unit (ldquoPurchaserrsquos Institutional Lenderrdquo) except that if such
acceptance by Purchaserrsquos Institutional Lender is unreasonably withheld or delayed such
acceptance shall be deemed to have been given
(d) Notwithstanding any contrary provisions in this Contract express or
implied or any contrary rule of law or custom if Seller shall be unable to convey the
Unit in accordance with this Contract (provided that Seller shall release discharge or
otherwise cure at or prior to Closing any matter created by Seller after the date hereof and
any existing mortgage unless this sale is subject to it) and if Purchaser elects not to
complete this transaction without abatement of the Purchase Price the sole obligation and
liability of Seller shall be to refund the Downpayment to Purchaser together with the
reasonable cost of the examination of title to and departmental violation searches in
respect of the Unit and upon the making of such refund and payment this Contract shall
be deemed cancelled and of no further force or effect and neither party shall have any
further rights against or obligations or liabilities to the other by reason of this Contract
However nothing contained in this subpara 18(d) shall be construed to relieve Seller
from liability due to a willful default
- 11 -
19 Risk of Loss Casualty (a) The risk of loss or damage to the Unit or the
personal property included in this sale by fire or other casualty until the earlier of the
Closing or possession of the Unit by Purchaser is assumed by Seller but without any
obligation of Seller to repair or replace any such loss or damage unless Seller elects to do
so as hereinafter provided Seller shall notify Purchaser of the occurrence of any such
loss or damage to the Unit or the personal property included in this sale within 10 days
after such occurrence or by the date of Closing whichever first occurs and by such
notice shall state whether or not Seller elects to repair or restore the Unit andor the
personal property as the case may be If Seller elects to make such repairs and
restorations Sellerrsquos notice shall set forth an adjourned date for the Closing which shall
be not more than 60 days after the date of the giving of Sellerrsquos notice If Seller either
does not elect to do so or having elected to make such repairs and restorations fails to
complete the same on or before said adjourned date for the Closing Purchaser shall have
the following options
(i) To declare this Contract cancelled and of no further force or
effect and receive a refund of the Downpayment in which event neither party shall
thereafter have any further rights against or obligations or liabilities to the other by
reason of this Contract or
(ii) To complete the purchase in accordance with this Contract
without reduction in the Purchase Price except as provided in the next sentence If Seller
carries hazard insurance covering such loss or damage Seller shall turn over to Purchaser
at the Closing the net proceeds actually collected by Seller under the provisions of such
hazard insurance policies to the extent that they are attributable to loss of or damage to
any property included in this sale less any sums theretofore expended by Seller in
repairing or replacing such loss or damage or in collecting such proceeds and Seller shall
assign (without recourse to Seller) Sellerrsquos right to receive any additional insurance
proceeds which are attributable to the loss of or damage to any property included in this
sale
(b) If Seller does not elect to make such repairs and restorations
Purchaser may exercise the resulting option under (i) or (ii) of (a) above only by notice
given to Seller within 10 days after receipt of Sellerrsquos notice If Seller elects to make such
repairs and restorations and fails to complete the same on or before the adjourned closing
date Purchaser may exercise either of the resulting options within 10 days after the
adjourned closing date
(c) In the event of any loss of or damage to the Common Elements which
materially and adversely affects access to or use of the Unit arising after the date of this
Contract but prior to the Closing Seller shall notify Purchaser of the occurrence thereof
within 10 days after such occurrence or by the date of Closing whichever occurs first in
which event Purchaser shall have the following options
- 12 -
(i) To complete the purchase in accordance with this Contract
without reduction in the Purchase Price or
(ii) To adjourn the Closing until the first to occur of (1)
completion of the repair and restoration of the loss or damage to the point that there is no
longer a materially adverse effect on the access to or use of the Unit or (2) the 60th day
after the date of the giving of Sellerrsquos aforesaid notice In the event Purchaser elects to
adjourn the Closing as aforesaid and such loss or damage is not so repaired and restored
within 60 days after the date of the giving of Sellerrsquos aforesaid notice then Purchaser
shall have the right either to (x) complete the purchase in accordance with this Contract
without reduction in the Purchase Price or (y) declare this Contract cancelled and of no
further force or effect and receive a refund of the Downpayment in which latter event
neither party shall thereafter have any further rights against or obligations or liabilities
to the other by reason of this Contract
(d) In the event of any loss of or damage to the Common Elements which
does not materially and adversely affect access to or use of the Unit Purchaser shall
accept title to the Unit in accordance with this Contract without abatement of the
Purchase Price
20 Internal Revenue Service Reporting Requirement Each party shall
execute acknowledge and deliver to the other party such instruments and take such other
actions as such other party may reasonably request in order to comply with IRC sect
6045(e) as amended or any successor provision or any regulations promulgated pursuant
thereto insofar as the same requires reporting of information in respect of real estate
transactions The provisions of this para 20 shall survive the Closing The parties
designate _________________________________ as the attorney responsible for
reporting this information as required by law
21 Broker Seller and Purchaser represent and warrant to each other that the only
real estate broker with whom they have dealt in connection with this Contract and the
transaction set forth herein is ______________________________ and that they know of
no other real estate broker who has claimed or may have the right to claim a commission
in connection with this transaction The commission of such real estate broker shall be
paid by Seller pursuant to separate agreement If no real estate broker is specified above
the parties acknowledge that this Contract was brought about by direct negotiation
between Seller and Purchaser and each represents to the other that it knows of no real
estate broker entitled to a commission in connection with this transaction Seller and
Purchaser shall indemnify and defend each other against any costs claims or expenses
(including reasonable attorneysrsquo fees) arising out of the breach on their respective parts of
any representation warranty or agreement contained in this para 21 The provisions of
this para 21 shall survive the Closing or if the Closing does not occur the termination of
this Contract
- 13 -
22 Mortgage Commitment Contingency (Delete paragraph if inapplicable) (a)
The obligation of Purchaser to purchase under this Contract is conditioned upon issuance
on or before ____________ days after a fully executed copy of this Contract is given to
Purchaser or Purchaserrsquos attorney in the manner set forth in paragraph 14 or
subparagraph 22(k) (the ldquoCommitment Daterdquo) 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 Purchasers sole cost and expense of $______________ for a term of at least _______
years (or such lesser sum or shorter term as Purchaser shall be willing to accept) at the
prevailing fixed or adjustable rate of interest and on other customary commitment terms
(the ldquoCommitmentrdquo) To the extent a Commitment is conditioned on the sale of
Purchaserrsquos current home payment of any outstanding debt no material adverse change
in Purchaserrsquos 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 Lenderrsquos approval of an appraisal shall not be deemed a ldquoCommitmentrdquo
hereunder until an appraisal is approved (and if that does not occur before the
Commitment Date Purchaser may cancel under subparagraph 22(e) unless the
Commitment Date is extended) Purchaserrsquos 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 Purchaserrsquos
election more than one Institutional Lender for such mortgage loan (ii) furnish accurate
and complete information regarding Purchaser and members of Purchaserrsquos 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 22(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 (ldquoMortgage Brokerrdquo) shall constitute full compliance with
the terms and conditions set forth in subparagraph 22(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 22
- 14 -
(e) If no Commitment is issued by the 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 22(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 22
(f) If this Contract is canceled by Purchaser pursuant to subparagraphs
22(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 21
(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 22(a) then Purchaser shall be deemed to have waived
Purchaserrsquos right to cancel this Contract and to receive a refund of the Downpayment by
reason of the contingency contained in this paragraph 22
(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 of its obligations under this
paragraph 22) and except as set forth in paragraph 21
(i) The attorneys for the parties are hereby authorized to give and receive
on behalf of their clients all Notices and deliveries under this paragraph 22
(j) For purposes of this Contract the term ldquoInstitutional Lenderrdquo 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
(k) For purposes of subparagraph (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
- 15 -
23 Gender Etc As used in this Contract the neuter includes the masculine and
feminine the singular includes the plural and the plural includes the singular as the
context may require
24 Entire Contract All prior understandings and agreements between Seller and
Purchaser are merged in this Contract and this Contract supersedes any and all
understandings and agreements between the parties and constitutes the entire agreement
between them with respect to the subject matter hereof
25 Captions The captions in this Contract are for convenience and reference
only and in no way define limit or describe the scope of this Contract and shall not be
considered in the interpretation of this Contract or any provision hereof
26 No Assignment by Purchaser Purchaser may not assign this Contract or any
of Purchaserrsquos rights hereunder
27 Successors and Assigns Subject to the provisions of para 26 the provisions
of this Contract shall bind and inure to the benefit of both Purchaser and Seller and their
respective distributees executors administrators heirs legal representatives successors
and permitted assigns
28 No Oral Changes This Contract cannot be changed or terminated orally Any
changes or additional provisions must be set forth in a rider attached hereto or in a
separate written agreement signed by both parties to this Contract
29 Contract Not Binding Until Signed This Contract shall not be binding or
effective until properly executed and delivered by Seller and Purchaser
30 Lead-Based Paint If applicable the complete and fully executed disclosure
of information on lead-based paint andor lead-based paint hazards is attached hereto and
made a part hereof
IN WITNESS WHEREOF the parties hereto have duly executed this Contract
on the day and year first above written
Seller Purchaser
_________________________________ ____________________________________
- 16 -
Agreed to as to para 16 ________________________________
Giddins Claman LLP Escrowee
Escrow Depository
Address
SCHEDULE A - Permitted Exceptions
1 Zoning laws and regulations and landmark historic or wetlands designation
which are not violated by the Unit and which are not violated by the Common Elements
to the extent that access to or use of the Unit would be materially and adversely affected
2 Consents for the erection of any structure or structures on under or above any
street or streets on which the Building may abut
3 The terms burdens covenants restrictions conditions easements and rules
and regulations set forth in the Declaration By-Laws and rules and regulations of the
Condominium the Power of Attorney from Purchaser to the board of managers of the
Condominium and the floor plans of the Condominium all as may be amended from time
to time
4 Rights of utility companies to lay maintain install and repair pipes lines
poles conduits cable boxes and related equipment on over and under the Building and
Common Elements provided that none of such rights imposes any monetary obligation
on the owner of the Unit or materially interferes with the use of or access to the Unit
5 Encroachments of stoops areas cellar steps trim cornices lintels window
sills awnings canopies ledges fences hedges coping and retaining walls projecting
from the Building over any street or highway or over any adjoining property and
encroachments of similar elements projecting from adjoining property over the Common
Elements
6 Any state of facts which an accurate survey or personal inspection of the
Building Common Elements or Unit would disclose provided that such facts do not
prevent the use of the Unit for dwelling purposes For the purposes of this Contract none
of the facts shown on the survey if any identified below shall be deemed to prevent the
use of the Unit for dwelling purposes and Purchaser shall accept title subject thereto
- 17 -
The survey referred to in No 6 above was prepared by
___________________________ dated _____________________ and last revised
____________________
7 The lien of any unpaid common charge real estate tax water charge sewer
rent or vault charge provided the same are paid or apportioned at the Closing as herein
provided
8 The lien of any unpaid assessments to the extent of installments thereof
payable after the Closing
9 Liens encumbrances and title conditions affecting the Common Elements
which do not materially and adversely affect the right of the Unit owner to use and enjoy
the Common Elements
10 Notes or notices of violations of law or governmental orders ordinances or
requirements (a) affecting the Unit and noted or issued subsequent to the date of this
Contract by any governmental department agency or bureau having jurisdiction and (b)
any such notes or notices affecting only the Common Elements which were noted or
issued prior to or on the date of this Contract or at any time hereafter
11 Any other matters or encumbrances subject to which Purchaser is required to
accept title to the Unit pursuant to this Contract
ABOUT THE SPEAKERS
Lisa Lippman Senior Vice President and Director was the 1 broker at Brown Harris Stevens in 2009 With 13 years of experience selling real estate Lisa specializes in the sale of high end cooperatives condominiums and townhomes throughout Manhattan As is clear from her record even in tough times Lisa manages to both sell and find homes for her clients
Other awards Lisa has won in the last few years include
middotWall Street Journal top 400-Lisa was 11 in the nation and 2 in Manhattan 2009middotWall Street Journal top 50 brokers in America 2007middotBrown Harris Stevens Westside Office Broker of the Year All Years 2006 - 2009 middotBrown Harris Stevens Westside Office Listing Broker of the Year 2007 2008 2009middotBrown Harris Stevens Largest New Development Deal of the Year 2009
Prior to becoming a real estate broker Lisa spent several years as a lawyer practicing litigation at two prestigious law firms She graduated from The University of Pennsylvania in 1986 and earned her law degree from Cardozo in 1990 Lisarsquos legal background affords her a keen understanding of the negotiation process as well as the complexities needed to complete the deal
A New York City resident for 24 years Lisa offers impeccable knowledge of the market as it applies across all neighborhoods She has lived downtown on the Upper East Side and has now resided on the Upper West Side for the past 14 years Additionally as the mother of three children Lisa is personally involved in the decisions all buyers face in choosing a neighborhood and a home
Lisa takes pride in being a straight-forward intelligent and honest broker She understands the individual needs of each client as well as their comfort with the purchase andor sale process Her listening talents combined with her unbeatable memory work ethic and negotiation skills allow her to service her buyers and sellers most effectively Lisa is also active in the New York community including the UJA and her childrenrsquos school All of this enables her to offer a well-rounded approach to navigating the New York real estate landscape bringing to life the nuances and charms that the City and its real estate market have to offer
LISA LIPPMANSenior Vice PresidentDirector
Lisa Lippman bull 212- 588-5606 bull fax 212-418-9733 bull llippmanbhsusacom
GIDDINS bull CLAMAN LLP
Attorneys at Law
675 THIRD AVENUE
29TH
FLOOR
NEW YORK NEW YORK 10017
(212)573-6703
FAX (212)949-1923 Paul M Giddins
Scott Claman
Giddins Claman LLP ndash Firm Biography
Giddins Claman LLP (formerly Giddins Claman amp Langs LLP) was
established in 1988 by Paul M Giddins formerly an Assistant District Attorney in
the New York County District Attorneyrsquos Office For over 20 years the firm has
specialized in real estate matters in the New York City metropolitan area with an
active transactional real estate practice Mr Giddins has specialized in residential
real estate during that time In addition to purchase sale and refinance transactions
Mr Giddins represents cooperative apartment boards of directors and condominium
boards of managers Mr Giddins also regularly gives lectures and seminars on real
estate matters for many of the prominent real estate brokerage firms in New York
Scott Claman has been in the practice of law in New York for over 26 years
and joined the firm as a member in 1996 having previously been a partner at a law
firm that specialized in the representation of cooperative apartment boards of
directors and condominium boards of managers Mr Claman is regularly engaged
in a variety of transactional real estate matters ranging from commercial leasing
mortgage financing and asset dispositions to individual apartment and house sales
In addition to individual and institutional owners of residential and commercial real
estate Mr Claman also represents cooperative apartment boards of directors and
condominium boards of managers and has given numerous lectures and seminars
on real estate matters for the Real Estate Board of New York and for many of the
prominent real estate brokerage firms in New York
Steven M Nachman serves as Of Counsel to the firm in connection with
commercial and general litigation matters Mr Nachman formerly associated with
the firm of Stroock amp Stroock amp Lavan has over 20 years of civil litigation
experience
Giddins Claman LLP is proud to provide our clients with the benefits of our
collective experience as seasoned litigators and transactional real estate specialists
while maintaining our personal commitment to represent our clients in a manner
associated with a smaller practice
ManhattanResidential Market Report
Fourth Quarter 2010
Manhattan Cooperatives and Condominiums
2 Fourth Quarter 2010
Average and Median Sale Price
Cooperative Average Sale Price
Condominium Average Sale Price
Cover Property BrownHarrisStevenscom WEB272151
Average Sale Price Median Sale Price
Prices for Manhattan apartments continued to edge upward
as their average sale price of $1432787 was 8 higher
than a year ago This marked the sixth straight quarter that
the average price has risen While the number of recorded
transactions fell 25 from a year ago the fourth quarter of 2009
was uncharacteristically busy due to pent-up demand after the
collapse of Lehman Brothers had frozen the market earlier that year
The average co-op price continued to rise sharply as
more buyers favored larger apartments compared to a year ago Two-bedroom and larger
units accounted for 45 of co-op sales up from 40 a year ago This helped push
the overall average co-op price up 17 from 2009rsquos fourth
quarter to $1158333
Condo prices averaged $1751219 during the fourth
quarter 1 higher than a year ago One-bedrooms posted the
biggest increase in average price rising 9 over the past year
to $844964
Studio 1-Bedroom 2-Bedroom 3+Bedroom All
4th Q 10 $342545 $593718 $1231116 $3150700 $1158333
3rd Q 10 $366086 $606444 $1206257 $3049980 $1156733
2nd Q 10 $356696 $597311 $1301392 $2872496 $1065814
1st Q 10 $334307 $587538 $1132150 $3098881 $1079195
4th Q 09 $345725 $585238 $1133967 $3001012 $990921
Studio 1-Bedroom 2-Bedroom 3+Bedroom All
4th Q 10 $495002 $844964 $1637638 $4567750 $1751219
3rd Q 10 $495876 $809514 $1596021 $3835376 $1724180
2nd Q 10 $464559 $840829 $1570772 $3922994 $1686690
1st Q 10 $529970 $819785 $1608375 $4250098 $1730415
4th Q 09 $554568 $772525 $1583362 $4574080 $1732362
Average Sale Price Median Sale Price
$1600000
$1400000
$1200000
$1000000
$800000
$400000
$600000
$1369883 $820000
1Q10
$1324504 $800000
4Q09
$1432787 $840000
4Q10
$1423378 $890000
3Q10
$1377135 $842779
2Q10
Fourth Quarter 2010 3
New Developments Lofts
Time on the Market
Excludes new developments and units listed over one year Based on the last asking price Excludes new developments
Average Price Per Square Foot
New development prices averaged $1099 per square foot 11 less than during the fourth quarter of 2009 This was due in part to an increase in the percent of new development sales in Northern Manhattan from 9 a year ago to 15 At $1052 the average price per square foot for loft apartments was 3 higher than during 2009rsquos fourth quarter
Apartments sold during the quarter spent an average of 113 days on the market 14 less time than a year ago Sellers received 955 of the last asking price up slightly from the fourth quarter of 2009
Asking Vs Selling Price
$700
$900
$1100
$1300 $1099
4Q10
$1238
4Q09
$1146
1Q10 2Q10
$1176
$700
$900
$1100
$1300 $1052
4Q10
$1017
4Q09
$1037
1Q10
$1066
2Q10
$1112
3Q10
$1077
3Q10
75 days
100 days
125 days
150 days 113
4Q10
132
4Q09
119
1Q10
112
2Q10
85
90
95
100 955
4Q10
954
4Q09
962
1Q10
97
3Q10
959
3Q10
966
2Q10
Generally 59th to 96th Street Fifth Avenue to the East River
Cooperative Condominium
East sidE
4 Fourth Quarter 2010
Average Price Per Square Foot
At an average of $1581971 prices for two-bedroom East Side
apartments were 14 higher than a year ago The average price fell
13 for three-bedroom and larger apartments due in part to 2 closings
of over $30 million a year ago inflating that figure Co-ops fared better than condos as the average
price per room rose for both prewar and postwar co-ops over the past year
while the average condo price per square foot fell
Average Price Per Room
4Q09 4Q10
Studio 1-Bedroom 2-Bedroom 3+Bedroom
Percent of Sales
4th Q 09 10 35 36 19
4th Q 10 11 39 28 22
Average Price
4th Q 09 $351462 $647300 $1383364 $4146087
4th Q 10 $355459 $647207 $1581971 $3605513
Change 1 0 14 -13
$100000
$300000
$150000
$200000
$250000
$350000
$400000
$50000
$200
$1000
$400
$600
$800
$1200
$1400
$0
Postwar
$204713 $210559
Prewar
$348425 $383335
4Q10
$1126
4Q09
$1168
Generally 59th to 110th Street Hudson River to West of Fifth Avenue
WEst sidE
Fourth Quarter 2010 5
Cooperative CondominiumAverage Price Per Room Average Price Per Square Foot
With the exception of studios prices rose for all other size categories of apartments on
the West Side led by a 21 gain in the average price for
three-bedroom and larger units This increase was helped by
535 West End Avenue whose three-bedroom closing prices averaged over $115 million
in the fourth quarter Co-ops remained strong as the average
price per room rose 21 for prewar and 12 for postwar co-ops on the West Side The average condo price per square
foot rose 3 to $1309 making the West Side the only
area where both co-op and condo prices were higher
than a year ago
4Q09 4Q10
Studio 1-Bedroom 2-Bedroom 3+Bedroom
Percent of Sales
4th Q 09 10 37 37 16
4th Q 10 8 33 38 21
Average Price
4th Q 09 $417466 $656421 $1326640 $3325062
4th Q 10 $391228 $766529 $1378920 $4030338
Change -6 17 4 21
$125000
$225000
$150000
$175000
$200000
$250000
$275000
$100000
$200
$1000
$400
$600
$800
$1200
$1400
$0
4Q09
$1267
4Q10
$1309
Prewar
$215967 $260653
Postwar
$189264 $212348
MidtoWn East Generally 34th to 59th Street Fifth Avenue to the East River
MidtoWn
MidtoWn WEst Generally 34th to 59th Street Hudson River to West of Fifth Avenue
6 Fourth Quarter 2010
Cooperative Condominium
Cooperative Condominium
Average Price Per Room Average Price Per Square Foot
Average Price Per Room Average Price Per Square Foot
A couple of high-end closings at The Plaza and One Beacon Court helped bring the average condo price per square foot 27 higher in the Midtown East market compared
to a year ago The average price per room fell 5 for prewar while rising
8 for postwar co-ops
The average price per square foot rose 12 for condos over the
past year in the Midtown West market A number of closings at The Sheffield and Platinum
helped bring up this figure The average price per room fell for
both prewar and postwar co-ops in this market compared
to a year ago
$175000
$100000
$125000
$150000
$200000
$225000
$1000
$250
$500
$750
$1250
$1500
4Q09 4Q10
$212198 $200857
Prewar
$188662 $204639
Postwar
$1171
4Q09
$1485
4Q10
$252044 $199029 $231213 $221850 $1180$1055
4Q10Prewar Postwar 4Q09
$1000
$250
$500
$750
$1250
$1500
4Q09 4Q10
$200000
$50000
$100000
$150000
$250000
$300000
Cooperative Condominium
Fourth Quarter 2010 7
Average Price Per Room Average Price Per Square Foot
South of 34th Street
doWntoWn
While the average price fell 23 for three-bedroom and
larger apartments Downtown from a year ago a large
number of closings at the Superior Ink building inflated 2009rsquos figure This also is a reason why the overall condo
price per square foot fell 10 from a year ago The average
co-op price per room rose 13 for prewar and 4 for
postwar units from 2009rsquos fourth quarter
4Q09 4Q10
Studio 1-Bedroom 2-Bedroom 3+Bedroom
Percent of Sales
4th Q 09 17 43 28 12
4th Q 10 16 41 31 12
Average Price
4th Q 09 $452722 $704292 $1615877 $4665379
4th Q 10 $444618 $741919 $1581625 $3605513
Change -2 5 -2 -23
Prewar
$208503 $235826
Postwar
$188600 $195854
$100000
$200000
$125000
$150000
$175000
$225000
$250000
$75000
$800
$1200
$900
$1000
$1100
$1300
$1400
$700
4Q09
$1326
4Q10
$1194
Cooperative CondominiumAverage Price Per Room Average Price Per Square Foot
Generally North of 96th Street on the East Side and 110th Street on the West Side
NEW YORK CITY bull PALM BEACH bull THE HAMPTONS bull NORTH FORK 2129069200
EAST SIDE445 Park AvenueHall F Willkie PresidentRuth McCoy EVPManaging Director of Sales
UPPER EAST SIDE1121 Madison AvenuePeter R Marra EVPManaging Director of Sales
EDWARD LEE CAVE DIVISION790 Madison AvenueCaroline E Y GuthriePresident
WEST SIDE1926 BroadwayJames M Gricar EVP Managing Director of Sales
BROOKLYN HEIGHTS129 Montague StreetChristopher Thomas EVPManaging Director of Sales
PARK SLOPE100 Seventh AvenueMaryAnn Albano EVPManaging Director of Sales
NEW DEVELOPMENT445 Park Avenue James M GricarManaging DirectorBrown Harris Stevens On-Site Marketing and Sales
Prepared by Gregory Heym Chief Economist Brown Harris Stevenscopy2010 by Brown Harris Stevens All Rights Reserved This information may not be copied used or distributed without Brown Harris Stevensrsquo consent While information is believed true no guaranty is made of accuracy
While the average price fell for three-bedroom and larger apartments it was higher for
all other size categories in Northern Manhattan Condo
prices rose slightly as their average price per square foot of $566 was up 1 from a
year ago The average price per room fell for both prewar and
postwar co-ops compared to a year ago
This report is based on 1901 reported Manhattan apartment sales 25 less than were reported during last yearrsquos comparable period
VILLAGE2 Fifth AvenueKevin Kovesci EVPManaging Director of Sales
TRIBECA43 North MooreKevin Kovesci EVPManaging Director of Sales
northErn Manhattan
Studio 1-Bedroom 2-Bedroom 3+Bedroom
Percent of Sales
4th Q 09 6 35 43 16
4th Q 10 8 38 38 16
Average Price
4th Q 09 $227611 $352759 $567332 $1101778
4th Q 10 $319798 $394509 $577071 $710832
Change 41 12 2 -35
$100
$500
$200
$300
$400
$600
$700
$0
4Q09 4Q10
4Q09
$563
4Q10
$566
$70000
$110000
$80000
$90000
$100000
$120000
$130000
$60000
Prewar
$120601 $97757
Postwar
$110104 $106330
Faculty Biographies
REAL PROPERTY SECTION gt Officer Bio
Chair Leo Genn Esq
Office Address Northside Center for Child Development 1301 Fifth Ave New York NY 10029-3119
Phone 212-426-3406 Fax 212-410-7561 Email lgenn_esqyahoocom
After working briefly as a litigator Mr Genn became House Counsel at NorthsideCenter for Child Development a Manhattan-based not for profit where he handles contract negotiations commercial leasing property management and insurance issues Mr Genn also writes government grants Before law school Mr Genn spent eight years managing commercial and residential real estate in New York City Mr Genn has also worked for New York Citys Office of Economic Development In March 2002 Mr Genns article on the notice requirements in foreclosure proceedings appeared on thecover of the New York Real Estate Law Reporter Mr Gennrsquos favorite law quote is Oliver Wendell Holmes remark A word is not a crystal transparent and unchanged it isthe skin of a living thought and may vary greatly in color and content according to thecircumstances and time in which it is used Mr Gennrsquos favorite case is Raffles v
ichelhaus and his favorite legal fiction is promissory estoppel W
Paul M Giddins Partner
Giddins Claman LLP Paul M Giddins is a partner at Giddins Claman LLP a law firm in New York City Mr Giddins received a Bachelor of Arts degree from Trinity College- Hartford and a law degree from American University Washington School of Law
LISA LIPPMAN | Senior Vice President Director | Licensed Associate Real Estate Broker
printer friendly page
1926 Broadway New York NY 10023 Tel (212) 588-5606 Fax (212) 418-9733 llippmanbhsusacom download contact info view current listings view sold listings
FEATURED PROPERTY - UPPER EAST SIDE
2COOPERATIVE
25 EAST 79TH STREET
rice $1299000
isting ID 1127158
PBedrooms 2 Baths 20 L
Lisa Lippman Senior Vice President and Director was the 1 broker at Brown Harris Stevens in 2009 With 13 years of experience selling real estate Lisa specializes in the sale of high end cooperatives condominiums and townhomes throughout Manhattan As is clear from her record even in tough times Lisa manages to both sell and find homes for her clients Other awards Lisa has won in the last few years include middotWall Street Journal top 400-Lisa was 11 in the nation and 2 in Manhattan 2009 middotWall Street Journal top 50 brokers in America 2007 middotBrown Harris Stevens Westside Office Broker of the Year All Years 2006 - 2009 middotBrown Harris Stevens Westside Office Listing Broker of the Year 2007 2008 2009 middotBrown Harris Stevens Largest New Development Deal of the Year 2009 Prior to becoming a real estate broker Lisa spent several years as a lawyer practicing litigation at two prestigious law firms She graduated from The University of Pennsylvania in 1986 and earned her law degree from Cardozo in 1990 Lisas legal background affords her a keen understanding of the negotiation process as well as the complexities needed to complete the deal A New York City resident for 24 years Lisa offers impeccable knowledge of the market as it applies across all neighborhoods She has lived downtown on the Upper East Side and has now resided on the Upper West Side for the past 14 years Additionally as the mother of three children Lisa is personally involved in the decisions all buyers face in choosing a neighborhood and a home Lisa takes pride in being a straight-forward intelligent and honest broker She understands the individual needs of each client as well as their comfort with the purchase andor sale process Her listening talents combined with her unbeatable memory work ethic and negotiation skills allow her to service her buyers and sellers most effectively Lisa is also active in the New York community including the UJA and her childrens school All of this enables her to offer a well-rounded approach to navigating the New York real estate landscape bringing to life the nuances and charms that the City and its real estate market have to offer
125 This Contract is [not] continued on attached rider(s)
2 Agreement to Sell and Purchase Purchase Price Escrow
21 Seller agrees to sell to Purchaser and Purchaser agrees to purchase from Seller the Sellers Shares Lease Personalty and any Included Interests and all other items included in this sale for the Purchase Price and upon the terms and conditions set forth in this Contract
22 The Purchase Price is payable to Seller by Purchaser as follows
221 the Contract Deposit at the time of signing this Contract by Purchasers good check to the order of Escrowee and
222 the Balance at Closing only by cashiers or official bank check or certified check of Purchaser payable to the direct order of Seller The check(s) shall be drawn on and payable by a branch of a commercial or savings bank savings and loan association or trust company located in the same City or County as the Unit Seller may direct on reasonable Notice (defined in para 17) prior to Closing that all or a portion of the Balance shall be made payable to persons other than Seller (see para 177)
3 Personalty
31 Subject to any rights of the Corporation or any holder of a mortgage to which the Lease is subordinate this sale includes all of the Sellers interest if any in the Personalty and the Included Interests
32 No consideration is being paid for the Personalty or for the Included Interests nothing shall be sold to Purchaser if the Closing does not occur
33 Prior to Closing Seller shall remove from the Unit all the furniture furnishings and other property not included in this sale and repair any damage caused by such removal
4 Representations and Covenants
41 Subject to any matter affecting title to the Premises (as to which Seller makes no representations or covenants) Seller represents and covenants that
4 11 Seller is and shall at Closing be the sole owner of the Shares Lease Personalty and Included Interests with the full right power and authority to sell and assign them Seller shall make timely provision to satisfy existing security interest(s) in the Shares and Lease and have the same delivered at Closing (See para 101)
412 the Shares were duly issued fully paid for and are non-assessable
413 the Lease is and will at Closing be in full force and effect and no notice of default under the Lease is now or will at Closing be in effect
414 the Maintenance and Assessments payable as of the date hereof are as specified in para 117 and 118
415 as of this date Seller neither has actual knowledge nor has received any written notice of any increase in Maintenance or any Assessment which has been adopted by the Board of Directors of the Corporation and is not reflected in the amounts set forth in parapara 117 and 118
416 Seller has not made any material alterations or additions to the Unit without any required consent of the Corporation or to Sellers actual knowledge without compliance with all applicable law This provision shall not survive Closing
417 Seller has not entered into shall not enter into and has no actual knowledge of any agreement (other than the Lease) affecting title to the Unit or its use andor occupancy after Closing or which would be binding on or adversely affect Purchaser after Closing (eg a sublease or alteration agreement)
418 Seller has been known by no other name for the past 10 years except as set forth in para 111
419 at Closing in accordance with para 152
4191 there shall be no judgments outstanding against Seller which have not been bonded against collection out of the Unit (Judgments)
4192 the Shares Lease Personalty and any Included Interests shall be free and clear of liens (other than the Corporations general lien on the Shares for which no monies shall be owed) encumbrances and adverse interests (Liens)
4193 all sums due to the Corporation shall be fully paid by Seller to the end of the payment period immediately preceding the date of Closing
4194 Seller shall not be indebted for labor or material which might give rise to the filing of a notice of mechanics lien against the Unit or the Premises and
4195 no violations shall be of record which the owner of the Shares and Lease would be obligated to remedy under the Lease
42 Purchaser represents and covenants that
421 Purchaser is acquiring the Shares and Lease for primary residential occupancy of the Unit solely by the Proposed Occupants identified in para 1 23
422 Purchaser is not and within the past 7 years has not been the subject of a bankruptcy proceeding
423 if para 1203 applies Purchaser shall not apply for financing in connection with this purchase
424 Each individual comprising Purchaser is over the age of 18 and is purchasing for Purchasers own account (beneficial and of record)
425 Purchaser shall not make any representations to the Corporation contrary to the foregoing and shall provide all documents in support thereof required by the Corporation in connection with Purchasers application for approval of this transaction and
426 there are not now and shall not be at Closing any unpaid tax liens or monetary judgments against Purchaser
43 Each Party covenants that its representations and covenants contained in para 4 shall be true and complete at Closing and except for para 416 shall survive Closing but any action based thereon must be instituted within one year after Closing
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 Corporations 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 Corporations shareholders under Internal Revenue Code (IRC) sect216 (or any successor statute)
6 Required Approval and References
61 This sale is subject to the unconditional consent of the Corporation
62 Purchaser shall in good faith
621 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 or if para 1201 or 1202 applies and the Loan Commitment Letter is required by the Corporation within 3 business days after the earlier of (i) the Loan Commitment Date (defined in para 12 1) or (ii) the date of receipt of the Loan Commitment Letter (defined in para 1812) whether said commitment letter is conditional or unconditional
622 attend (and cause any Proposed Occupant to attend) one or more personal interviews as requested by the Corporation and
623 promptly submit to the Corporation such further references data and documents reasonably requested by the Corporation 63 Either Party after learning of the Corporations 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 Corporations 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 para 63 the Escrowee shall refund the Contract Deposit to Purchaser 64 If such consent is refused or not given due to Purchasers bad faith conduct Purchaser shall be in default and para 131 shall govern 7 Condition of Unit and Personalty Possession 71 Seller makes no representation as to the physical condition or state of repair of the Unit the Personalty the Included Interests or the Premises Purchaser has inspected or waived inspection of the Unit the Personalty and the Included Interests and shall take the same as is as of the date of
this Contract except for reasonable wear and tear However at the time of Closing the appliances shall be in working order and required smoke detector(s) shall be installed and operable 72 At Closing Seller shall deliver possession of the Unit Personalty and Included Interests in the condition required by para 71 broom clean vacant and free of all occupants and rights of possession 8 Risk of Loss 81 The provisions of General Obligations Law Section 5-1311 as modified herein shall apply to this transaction as if it were a sale of realty For purposes of this paragraph the term Unit includes built-in Personalty 82 Destruction shall be deemed material under GOL 5-1311 if the reasonably estimated cost to restore the Unit shall exceed 5 of the Purchase Price 83 In the event of any destruction of the Unit or the Premises when neither legal title nor the possession of the Unit has been transferred to Purchaser Seller shall give Notice of the loss to Purchaser (Loss Notice) by the earlier of the date of Closing or 7 business days after the date of the loss 84 If there is material destruction of the Unit without fault of Purchaser this Contract shall be deemed canceled in accordance with para 163 unless Purchaser elects by Notice to Seller to complete the purchase with an abatement of the Purchase Price or 85 Whether or not there is any destruction of the Unit if without fault of Purchaser more than 10 of the units in the Premises are rendered uninhabitable or reasonable access to the Unit is not available then Purchaser shall have the right to cancel this Contract in accordance with para 163 by Notice to Seller 86 Purchasers Notice pursuant to para 84 or para 85 shall be given within 7 business days following the giving of the Loss Notice except that if Seller does not give a Loss Notice Purchasers Notice may be given at any time at or prior to Closing 87 In the event of any destruction of the Unit Purchaser shall not be entitled to an abatement of the Purchase Price (i) that exceeds the reasonably estimated cost of repair and restoration or (ii) for any loss that the Corporation is obliged to repair or restore but Seller shall assign to Purchaser without recourse Sellers claim if any against the Corporation with respect to such loss 9 Closing Location The Closing shall be held at the location designated by the Corporation or if no such designation is made at the office of Sellers Attorney 10 Closing 101 At Closing Seller shall deliver or cause to be delivered 1011 Sellers certificate for the Shares duly endorsed for transfer to Purchaser or accompanied by a separate duly executed stock power to Purchaser and in either case with any guarantee of Sellers signature required by the Corporation 1012 Sellers counterpart original of the Lease all assignments and assumptions in the chain of title and a duly executed assignment thereof to Purchaser in the form required by the Corporation 1013 FIRPTA documents required by para 25 1014 keys to the Unit building entrance(s) and if applicable garage mailbox storage unit and any locks in the Unit 1015 if requested an assignment to Purchaser of Sellers interest in the Personalty and Included Interests 1016 any documents and payments to comply with para 152 1017 If Seller is unable to deliver the documents required in para 1011 or 1012 then Seller shall deliver or cause to be delivered all documents and payments required by the Corporation for the issuance of anew certificate for the Shares or a new Lease 102 At Closing Purchaser shall 1021 pay the Balance in accordance with para 222 1022 execute and deliver to Seller and the Corporation an agreement assuming the Lease in the form required by the Corporation and 1023 if requested by the Corporation execute and deliver counterparts of a new lease substantially the same as the Lease for the balance of the Lease term in which case the Lease shall be canceled and surrendered to the Corporation together with Sellers assignment thereof to Purchaser
103 At Closing the Parties shall complete and execute all documents necessary 1031 for Internal Revenue Service (IRS) form 1099-S or other similar requirements 1032 to comply with smoke detector requirements and any applicable transfer tax filings and 1033 to transfer Sellers interest if any in and to the Personalty and Included Interests 104 Purchaser shall not be obligated to close unless at Closing the Corporation delivers 1041 to Purchaser a new certificate for the Shares in the name of Purchaser and 1042 a written statement by an officer or authorized agent of the Corporation consenting to the transfer of the Shares and Lease to Purchaser and setting forth the amounts of and payment status of all sums owed by Seller to the Corporation including Maintenance and any Assessments and the dates to which each has been paid 11 Closing Fees Taxes and Apportionments 11 1 At or prior to Closing 1111 Seller shall pay if applicable 11111 the cost of stock transfer stamps and 11112 transfer taxes except as set forth in para 11122 1112 Purchaser shall pay if applicable 11121 any fee imposed by the Corporation relating to Purchasers financing and 11122 transfer taxes imposed by statute primarily on Purchaser (eg the mansion tax) 112 The Flip Tax if any shall be paid by the Party specified in para 119 113 Any fee imposed by the Corporation and not specified in this Contract shall be paid by the Party upon whom such fee is expressly imposed by the Corporation and if no Party is specified by the Corporation then such fee shall be paid by Seller 114 The Parties shall apportion as of 1159 PM of the day preceding the Closing the Maintenance and any other periodic charges due the Corporation (other than Assessments) and STAR Tax Exemption (if the Unit is the beneficiary of same) based on the number of the days in the month of Closing 115 Assessments whether payable in a lump sum or installments shall not be apportioned but shall be paid by the Party who is the owner of the Shares on the date specified by the Corporation for payment Purchaser shall pay any installments payable after Closing provided Seller had the right and elected to pay the Assessment in installments 116 Each Party shall timely pay any transfer taxes for which it is primarily liable pursuant to law by cashiers official bank certified or attorneys escrow check This para 116 shall survive Closing 117 Any computational errors or omissions shall be corrected within 6 months after Closing This para 117 shall survive Closing 12 Broker 121 Each Party represents that such Party has not dealt with any person acting as a broker whether licensed or unlicensed in connection with this transaction other than the Broker(s) named in para 15 122 Seller shall pay the Brokers commission pursuant to a separate agreement The Broker(s) shall not be deemed to be a third-party beneficiary of this Contract 123 This para 12 shall survive Closing cancellation or termination of this Contract 13 Defaults Remedies and Indemnities 131 In the event of a default or misrepresentation by Purchaser Sellers sole and exclusive remedies shall be to cancel this Contract retain the Contract Deposit as liquidated damages and if applicable Seller may enforce the indemnity in para 133 as to brokerage commission or sue under para 134 Purchaser prefers to limit Purchasers exposure for actual damages to the amount of the Contract Deposit which Purchaser agrees constitutes a fair and reasonable amount of compensation for Sellers damages under the circumstances and is not a penalty The principles of real property law shall apply to this liquidated damages provision 132 In the event of a default or misrepresentation by Seller Purchaser shall have such remedies as Purchaser is entitled to at law or in equity including
specific performance because the Unit and possession thereof cannot be duplicated 133 Subject to the provisions of para 43 each Party indemnifies and holds harmless the other against and from any claim judgment loss liability cost or expense resulting from the indemnitors breach of any of its representations or covenants stated to survive Closing cancellation or termination of this Contract Purchaser indemnifies and holds harmless Seller against and from any claim judgment loss liability cost or expense resulting from the Lease obligations accruing from and after the Closing Each indemnity includes without limitation reasonable attorneys fees and disbursements court costs and litigation expenses arising from the defense of any claim and enforcement or collection of a judgment under this indemnity provided the indemnitee is given Notice and opportunity to defend the claim This para 133 shall survive Closing cancellation or termination of this Contract 134 In the event any instrument for the payment of the Contract Deposit fails of collection Seller shall have the right to sue on the uncollected instrument In addition such failure of collection shall be a default under this Contract provided Seller gives Purchaser Notice of such failure of collection and within 3 business days after Notice is given Escrowee does not receive from Purchaser an unendorsed good certified check bank check or immediately available funds in the amount of the uncollected funds Failure to cure such default shall entitle Seller to the remedies set forth in Paragraph 131 and to retain all sums as may be collected andor recovered 14 Entire Agreement Modification 141 All prior oral or written representations understandings and agreements had between the Parties with respect to the subject matter of this Contract and with the Escrowee as to para 27 are merged in this Contract which alone fully and completely expresses the Parties and Escrowees agreement 142 The Attorneys may extend in writing any of the time limitations stated in this Contract Any other provision of this Contract may be changed or waived only in writing signed by the Party or Escrowee to be charged 15 Removal of Liens and Judgments 151 Purchaser shall deliver or cause to be delivered to Seller or Sellers Attorney not less than 10 calendar days prior to the Scheduled Closing Date a Lien and Judgment search except that Liens or Judgments first disclosed in a continuation search shall be reported to Seller within 2 business days after receipt thereof but not later than the Closing Seller shall have the right to adjourn the Closing pursuant to para 16 to remove any such Liens and Judgments Failure by Purchaser to timely deliver such search or continuation search shall not constitute a waiver of Sellers covenants in para 4 as to Liens and Judgments However if the Closing is adjourned solely by reason of untimely delivery of the Lien and Judgment search the apportionments under Paragraph 113 shall be made as of 1159 PM of the day preceding the Scheduled Closing Date in para 115 152 Seller at Sellers expense shall obtain and deliver to the Purchaser the documents and payments necessary to secure the release satisfaction termination and discharge or removal of record of any Liens and Judgments Seller may use any portion of the Purchase Price for such purposes 153 This para 15 shall survive Closing 16 Sellers Inability 161 If Seller shall be unable to transfer the items set forth in para 21 in accordance with this Contract for any reason other than Sellers failure to make a required payment or other willful act or omission then Seller shall have the right to adjourn the Closing for periods not exceeding 60 calendar days in the aggregate but not extending beyond the expiration of Purchasers Loan Commitment Letter if para 1201 or 1202 applies 162 If Seller does not elect to adjourn the Closing or (if adjourned) on the adjourned date of Closing Seller is still unable to perform then unless Purchaser elects to proceed with the Closing without abatement of the Purchase Price either Party may cancel this Contract on Notice to the other Party given at any time thereafter 163 In the event of such cancellation the sole liability of Seller shall be to cause the Contract Deposit to be refunded to Purchaser and to reimburse Purchaser for the actual costs incurred for Purchases lien and title search if any
17 Notices and Contract Delivery 171 Any notice or demand (Notice) shall be in writing and delivered either by hand overnight delivery or certified or registered mail return receipt requested to the Party or and simultaneously in like manner to such Partys Attorney if any and to Escrowee at their respective addresses or to such other address as shall hereafter be designated by Notice given pursuant to this para 17 172 The Contract may be delivered as provided in para 171 or by ordinary mail 173 The Contract or each Notice shall be deemed given and received 1731 on the day delivered by hand 1732 on the business day following the date sent by overnight delivery 1733 on the 5th business day following the date sent by certified or registered mail or 1734 as to the Contract only 3 business days following the date of ordinary mailing 174 A Notice to Escrowee shall be deemed given only upon actual receipt by Escrowee 175 The Attorneys are authorized to give and receive any Notice on behalf of their respective clients 176 Failure or refusal to accept a Notice shall not invalidate the Notice 177 Notice pursuant to parapara 222 and 134 may be delivered by confirmed facsimile to the Partys Attorney and shall be deemed given when transmission is confirmed by senders facsimile machine 18 Financing Provisions 181 The provisions of parapara 181 and 182 are applicable only if para 1201 or 1202 applies 1811 An Institutional Lender is any of the following that is authorized under Federal or New York State law to issue a loan secured by the Shares and Lease and is currently extending similarly secured loan commitments in the county in which the Unit is located a bank savings bank savings and loan association trust company credit union of which Purchaser is a member mortgage banker insurance company or governmental entity 1812 A Loan Commitment Letter is a written offer from an Institutional Lender to make a loan on the Financing Terms (see para 1 2 1) at prevailing fixed or adjustable interest rates and on other customary terms generally being offered by Institutional Lenders making cooperative share loans An offer to make a loan conditional upon obtaining an appraisal satisfactory to the Institutional Lender shall not become a Loan Commitment Letter unless and until such condition is met An offer conditional upon any factor concerning Purchaser (eg sale of current home payment of outstanding debt no material adverse change in Purchasers financial condition etc) is a Loan Commitment Letter whether or not such condition is met Purchaser accepts the risk that and cannot cancel this Contract if any condition concerning Purchaser is not met 182 Purchaser directly or through a mortgage broker registered pursuant to Article 12-D of the Banking Law shall diligently and in good faith 1821 apply only to an Institutional Lender for a loan on the Financing Terms (see para 121) on the form required by the Institutional Lender containing truthful and complete information and submit such application together with such documents as the Institutional Lender requires and pay the applicable fees and charges of the Institutional Lender all of which shall be performed within 5 business days after the Delivery Date 1822 promptly submit to the Institutional Lender such further references data and documents requested by the Institutional Lender and 1823 accept a Loan Commitment Letter meeting the Financing Terms and comply with all requirements of such Loan Commitment Letter (or any other loan commitment letter accepted by Purchaser) and of the Institutional Lender in order to close the loan and 1824 furnish Seller with a copy of the Loan Commitment Letter promptly after Purchasers receipt thereof 1825 Purchaser is not required to apply to more than one Institutional Lender 183 If Paragraph 1201 applies then 1831 provided Purchaser has complied with all applicable provisions of para 182 and this para 183 Purchaser may cancel this Contract as set forth below if
18311 any Institutional Lender denies Purchasers application in writing prior to the Loan Commitment Date (see Paragraph 121) or 18312 a Loan Commitment Letter is not issued by the Institutional Lender on or before the Loan Commitment Date or 18313 any requirement of the Loan Commitment Letter other than one concerning Purchaser is not met (eg failure of the Corporation to execute and deliver the Institutional Lenders recognition agreement or other document financial condition of the Corporation owner occupancy quota etc) or 18314 (i) the Closing is adjourned by Seller or the Corporation for more than 30 business days from the Scheduled Closing Date and (ii) the Loan Commitment Letter expires on a date more than 30 business days after the Scheduled Closing Date and before the new date set for Closing pursuant to this para and (iii) Purchaser is unable in good faith to obtain from the Institutional Lender an extension of the Loan Commitment Letter or a new Loan Commitment Letter on the Financing Terms without paying additional fees to the Institutional Lender unless Seller agrees by Notice to Purchaser within 5 business days after receipt of Purchasers Notice of cancellation on such ground that Seller will pay such additional fees and Seller pays such fees when due Purchaser may not object to an adjournment by Seller for up to 30 business days solely because the Loan Commitment Letter would expire before such adjourned Closing date 1832 Purchaser shall deliver Notice of cancellation to Seller within 5 business days after the Loan Commitment Date if cancellation is pursuant to para 18311 or 18312 and on or prior to the Scheduled Closing Date if cancellation is pursuant to para 18313 or 18314 1833 If cancellation is pursuant to Paragraph 18311 then Purchaser shall deliver to Seller together with Purchasers Notice a copy of the Institutional Lenders written denial of Purchasers loan application If cancellation is pursuant to para 18313 then Purchaser shall deliver to Seller together with Purchasers Notice evidence that a requirement of the Institutional Lender was not met 1834 Seller may cancel this Contract by Notice to Purchaser sent within 5 days after the Loan Commitment Date if Purchaser shall not have sent by then either (i) Purchasers Notice of cancellation or (ii) a copy of the Loan Commitment Letter to Seller which cancellation shall become effective if Purchaser does not deliver a copy of such Loan Commitment Letter to Seller within 10 business days after the Loan Commitment Date 1835 Failure by either Purchaser or Seller to deliver Notice of cancellation as required by this para 183 shall constitute a waiver of the right to cancel under this para 183 1836 If this Contract is canceled by Purchaser pursuant to this para 183 then thereafter neither Party shall have any further rights against or obligations or liabilities to the other by reason of this Contract except that the Contract Deposit shall be promptly refunded to Purchaser and except as set forth in para 12 If this Contract is canceled by Purchaser pursuant to para 18314 then Seller shall reimburse Purchaser for any non-refundable financing and inspection expenses and other sums reimbursable pursuant to para 16 1837 Purchaser cannot cancel this Contract pursuant to 18314 and cannot obtain a refund of the Contract Deposit if the Institutional Lender fails to fund the loan 18371 because a requirement of the Loan Commitment Letter concerning Purchaser is not met (eg Purchasers financial condition or employment status suffers an adverse change Purchaser fails to satisfy a condition relating to the sale of an existing residence etc) or 18372 due to the expiration of a Loan Commitment Letter issued with an expiration date that is not more than 30 business days after the Scheduled Closing Date 19 SingularPlural and JointSeveral The use of the singular shall be deemed to include the plural and vice versa whenever the context so requires If more than one person constitutes Seller or Purchaser their obligations as such Party shall be joint and several 20 No Survival No representation andor covenant contained herein shall survive Closing except as expressly provided Payment of the Balance shall constitute a discharge and release by Purchaser of all of Sellers obligations hereunder except those expressly stated to survive Closing 21 Inspections
Purchaser and Purchasers representatives shall have the right to inspect the Unit within 48 hours prior to Closing and at other reasonable times upon reasonable request to Seller 22 Governing Law and Venue This Contract shall be governed by the laws of the State of New York without regard to principles of conflict of laws Any action or proceeding arising out of this Contract shall be brought in the county or Federal district where the Unit is located and the Parties hereby consent to said venue 23 No Assignment by Purchaser Death of Purchaser 231 Purchaser may not assign this Contract or any of Purchasers rights hereunder Any such purported assignment shall be null and void 232 This Contract shall terminate upon the death of all persons comprising Purchaser and the Contract Deposit shall be refunded to the Purchaser Upon making such refund and reimbursement neither Party shall have any further liability or claim against the other hereunder except as set forth in para 12 24 Cooperation of Parties 241 The Parties shall each cooperate with the other the Corporation and Purchasers Institutional Lender and title company if any and obtain execute and deliver such documents as are reasonably necessary to consummate this sale 242 The Parties shall timely file all required documents in connection with all governmental filings that are required by law Each Party represents to the other that its statements in such filings shall be true and complete This para 242 shall survive Closing 25 FIRPTA The parties shall comply with IRC sectsect 897 1445 and the regulations thereunder as same may be amended (FIRPTA) If applicable Seller shall execute and deliver to purchaser at Closing a Certification of Non-Foreign Status (CNS) or deliver a Withholding Certificate from the IRS If Seller fails to deliver a CNS or a Withholding Certificate Purchaser shall withhold from the Balance and remit to the IRS such sum as may be required by law Seller hereby waives any right of action against Purchaser on account of such withholding and remittance This para 25 shall survive Closing 26 Additional Requirements 261 Purchaser shall not be obligated to close unless all of the following requirements are satisfied at the time of the Closing 2611 the Corporation is in good standing 2612 the Corporation has fee or leasehold title to the Premises whether or not marketable or insurable and 2613 there is no pending in rem action tax certificatelien sale or foreclosure action of any underlying mortgage affecting the Premises 262 If any requirement in para 261 is not satisfied at the time of the Closing Purchaser shall give Seller Notice and if the same is not satisfied within a reasonable period of time thereafter then either Party may cancel this Contract (pursuant to para 163) by Notice 27 Escrow Terms 271 The Contract Deposit shall be deposited by Escrowee in an escrow account as set forth in para 124 and the proceeds held and disbursed in accordance with the terms of this Contract At Closing the Contract Deposit shall be paid by Escrowee to Seller If the Closing does not occur and either Party gives Notice to Escrowee demanding payment of the Contract Deposit Escrowee shall give prompt Notice to the other Party of such demand If Escrowee does not receive a Notice of objection to the proposed payment from such other Party within 10 business days after the giving of Escrowees Notice Escrowee is hereby authorized and directed to make such payment to the demanding party If Escrowee does receive such a Notice of objection within said period or if for any reason Escrowee in good faith elects not to make such payment Escrowee may continue to hold the Contract Deposit until otherwise directed by a joint Notice by the Parties or a final non-appealable judgment order or decree of a court of competent jurisdiction However Escrowee shall have the right at any time to deposit the Contract Deposit and the interest thereon if any with the clerk of a court in the county as set forth in para 22 and shall give Notice of such deposit to each Party Upon disposition of the Contract Deposit and
interest thereon if any in accordance with this para 27 Escrowee shall be released and discharged of all escrow obligations and liabilities 272 The Party whose Attorney is Escrowee shall be liable for loss of the Contract Deposit If the Escrowee is Sellers attorney then Purchaser shall be credited with the amount of the contract Deposit at Closing 273 Escrowee will serve without compensation Escrowee is acting solely as a stakeholder at the Parties request and for their convenience Escrowee shall not be liable to either Party for any act or omission unless it involves bad faith willful disregard of this Contract or gross negligence In the event of any dispute Seller and Purchaser shall jointly and severally (with right of contribution) defend (by attorneys selected by Escrowee) indemnify and hold harmless Escrowee from and against any claim judgment loss liability cost and expenses incurred in connection with the performance of Escrowees acts or omissions not involving bad faith willful disregard of this Contract or gross negligence This indemnity includes without limitation reasonable attorneys fees either paid to retain attorneys or representing the fair value of legal services rendered by Escrowee to itself and disbursements court costs and litigation expenses 274 Escrowee acknowledges receipt of the Contract Deposit by check subject to collection
275 Escrowee agrees to the provisions of this para 27 276 If Escrowee is the Attorney for a Party Escrowee shall be permitted to represent such Party in any dispute or lawsuit 277 This para 27 shall survive Closing cancellation or termination of this Contract 28 Margin Headings The margin headings do not constitute part of the text of this Contract 29 Miscellaneous This Contract shall not be binding unless and until Seller delivers a fully executed counterpart of this Contract to Purchaser (or Purchasers Attorney) pursuant to para 172 and 173 This Contract shall bind and inure to the benefit of the Parties hereto and their respective heirs personal and legal representatives and successors in interest 30 Lead Paint If applicable the complete and fully executed Disclosure of Information on Lead Based Paint and or Lead-Based Paint Hazards is attached hereto and made a part hereof
In Witness Whereof the Parties hereto have duly executed this Contract as of the date first above written
ESCROW TERMS AGREED TO SELLER PURCHASER GIDDINS CLAMAN LLP ESCROWEE
Rider to and Part of Contract of Sale Between as Seller and as Purchaser for Unit at New York NY
31 Purchasers Additional Representations and Covenants 3 11 Supplementing para 42 of the Contract Purchaser also represents and covenants that 3111 Purchaser has and will at Closing have available unencumbered cash and cash equivalents (including publicly traded securities) in a sum at least equal to (and having a then current value of) the Balance and 3112 Purchaser has and will at and immediately following the Closing have a positive net worth 312 the Maintenance and the monthly amount of the Assessment (if any) do not aggregate more than 25 of the current total gross monthly income of the individuals comprising the Purchaser
313 (if para 1201 or para 1202 applies) the monthly debt service (interest and amortization of principal if any) of the proposed financing together with the Maintenance and the monthly Assessment amount (if any) do not aggregate more than 35 of said current total gross monthly income 32 Supplementing paragraph 4 1 Seller has no actual knowledge of a material default or condition which the Lessee is required to cure under the Lease and which remains uncured If prior to Closing Seller acquires knowledge of a such default or condition which the Lessee would be required to cure then Seller shall cure same at or prior to Closing This provision shall not survive closing
The Parties have duly executed this Rider as of the same date as the Contract SELLER PURCHASER ______________________________ _______________________________
Note This form is intended to deal with matters common to most transactions
involving the sale of a condominium unit Provisions should be added altered or
deleted to suit the circumstances of a particular transaction No representation is
made that this form of contract complies with Section 5-702 of the General
Obligations Law (ldquoPlain Language Lawrdquo)
CONSULT YOUR LAWYER BEFORE SIGNING THIS AGREEMENT
Contract of Sale - Condominium Unit
Agreement made as of 2010 between residing at Street Apt
New York NY (ldquoSellerrdquo) and residing at (ldquoPurchaserrdquo)
1 Unit Seller agrees to sell and convey and Purchaser agrees to purchase Unit
No (ldquoUnitrdquo) in the building (ldquoBuildingrdquo) known as Condominium
(ldquoCondominiumrdquo) and located at New York NY New York together with a
XXXXX percent undivided interest in the Common Elements (as defined in para 6)
appurtenant thereto all upon and subject to the terms and conditions set forth herein The
Unit shall be as designated in the Declaration of Condominium Ownership (as the same
may be amended from time to time the ldquoDeclarationrdquo) of the Condominium recorded in
New York County New York or the By-Laws (as the same may be amended from time
to time the ldquoBy-Lawsrdquo) of the Condominium
2 Personal Property (a) The sale includes all of Sellerrsquos right title and
interest if any in and to
(i) the refrigerators freezers ranges ovens built-in microwave
ovens dishwashers washing machines clothes dryers cabinets and counters lighting
and plumbing fixtures chandeliers air conditioning equipment venetian blinds shades
screens storm windows and other window treatments wall-to-wall carpeting
bookshelves switchplates door hardware and mirrors built-ins and articles of property
and fixtures attached to or appurtenant to the Unit except those listed in subpara 2(b) all
of which included property and fixtures are represented to be owned by Seller free and
clear of all liens and encumbrances other than those encumbrances (ldquoPermitted
Exceptionsrdquo) set forth on Schedule A annexed hereto and made a part hereof (strike out
inapplicable items) to the extent any of the foregoing exist in the Unit on the date
hereof and
- 2 -
(ii)
(b) Excluded from this sale are
(i) furniture and furnishings (other than as specifically provided
in this Contract) and
(ii)
(c) The property referred to in subpara 2(a)(i) and (ii) may not be
purchased if title to the Unit is not conveyed hereunder
3 Purchase Price (a) The purchase price (ldquoPurchase Pricerdquo) is $
payable as follows
(i) $ (ldquoDownpaymentrdquo) on the signing of this Contract by
good check subject to collection the receipt of which is hereby acknowledged to be held
in escrow pursuant to para 16 and
(ii) $ constituting the balance of the Purchase Price by
certified check of Purchaser or official bank check (except as otherwise provided in this
Contract) on the delivery of the deed as hereinafter provided
(b) All checks in payment of the Purchase Price shall represent United
States currency and be drawn on or issued by a bank or trust company authorized to
accept deposits in New York State All checks in payment of the Downpayment shall be
payable to the order of Escrowee (as hereinafter defined) All checks in payment of the
balance of the Purchase Price shall be payable to the order of Seller (or as Seller
otherwise directs pursuant to subparas 6(a)(viii) or 18(b))
(c) Except for the Downpayment and checks aggregating not more than
one-half of one percent of the Purchase Price One Thousand Dollars ($100000)
including payment for closing adjustments all checks delivered by Purchaser shall be
certified or official bank checks as hereinabove provided
4 Closing of Title The closing documents referred to in para 6 shall be
delivered and payment of the balance of the Purchase Price shall be made at the closing
of title (ldquoClosingrdquo) to be held on or about at AM at the offices of
Giddins Claman LLP 675 Third Avenue 29th
Floor New York NY or at the office
of Purchaserrsquos lending institution or its counsel provided however that such office is
located in either the City or County in which either (a) Sellerrsquos attorney maintains an
office or (b) the Unit is located
5 Representations Warranties and Covenants Seller represents warrants
and covenants that
- 3 -
(a) Seller is the sole owner of the Unit and the property referred to in
subpara 2(a) and Seller has the full right power and authority to sell convey and transfer
the same
(b) The common charges (excluding separately billed utility charges) for
the Unit on the date hereof are $xxxxx per month
(c) Seller has not received any written notice of any intended assessment
or increase in common charges not reflected in subpara 5(b) Purchaser acknowledges
that it will not have the right to cancel this Contract in the event of the imposition of any
assessment or increase in common charges after the date hereof of which Seller has not
heretofore received written notice
(d) The real estate taxes for the Unit for the fiscal year of ________
through ________ are $_________ Purchaser may verify the real estate taxes on the
website of the New York City Department of Finance A printout from the website
is attached
(e) Seller is not a ldquosponsorrdquo or a nominee of a ldquosponsorrdquo under any plan of
condominium organization affecting the Unit
(f) All refrigerators freezers ranges dishwashers washing machines
clothes dryers and air conditioning equipment included in this sale will be in working
order at the time of Closing
(g) If a copy is attached to this Contract the copy of the Certificate of
Occupancy covering the Unit is a true and correct copy and
(h) Seller is not a ldquoforeign personrdquo as defined in para 17 (If inapplicable
delete and provide for compliance with Code Withholding Section as defined in para
17)
6 Closing Documents (a) At the Closing Seller shall deliver to Purchaser the
following
(i) Bargain and sale deed With covenant against grantorrsquos acts
(ldquoDeedrdquo) complying with RPL sect 339-o and containing the covenant required by LL sect
13(5) conveying to Purchaser title to the Unit together with its undivided interest in the
Common Elements (as such term is defined in the Declaration and which term shall be
deemed to include Sellerrsquos right title and interest in any limited common elements
attributable to or used in connection with the Unit) appurtenant thereto free and clear of
all liens and encumbrances other than Permitted Exceptions The Deed shall be executed
and acknowledged by Seller and if requested by the Condominium executed and
acknowledged by Purchaser in proper statutory form for recording
- 4 -
(ii) If a corporation and if required pursuant to BCL sect 909 Seller
shall deliver to Purchaser (1) a resolution of its board of directors authorizing the delivery
of the Deed and (2) a certificate executed by an officer of such corporation certifying as
to the adoption of such resolution and setting forth facts demonstrating that the delivery
of the Deed is in conformity with the requirements of BCL sect 909 The Deed shall also
contain a recital sufficient to establish compliance with such law
(iii) A waiver of right of first refusal of the board of managers of
the Condominium (ldquoBoardrdquo) if required in accordance with para 8
(iv) A statement by the Condominium or its managing agent that
the common charges and any assessments then due and payable the Condominium have
been paid to the date of the Closing
(v) All keys to the doors of and mailbox for the Unit
(vi) Such affidavits andor other evidence as the title company
(ldquoTitle Companyrdquo) from which Purchaser has ordered a title insurance report and which
is authorized to do business in New York State shall reasonably require in order to omit
from its title insurance policy all exceptions for judgments bankruptcies or other returns
against Seller and persons or entities whose names are the same as or are similar to
Sellerrsquos name
(vii) New York City Real Property Transfer Tax Return if
applicable and New York State Real Estate Transfer Tax Return prepared executed and
acknowledged by Seller in proper form for submission
(viii) Checks in payment of all applicable real property transfer
taxes except a transfer tax which by law is primarily imposed on the purchaser
(ldquoPurchaser Transfer Taxrdquo) due in connection with the sale In lieu of delivery of such
checks Seller shall have the right upon reasonable prior notice to Purchaser to cause
Purchaser to deliver said checks at the Closing and to credit the amount thereof against
the balance of the Purchase Price Seller shall pay the additional transfer taxes if any
payable after the Closing by reason of the conveyance of the Unit which obligation shall
survive the Closing
(ix) Certification that Seller is not a foreign person pursuant to
para 17 or a withholding certificate from the Internal Revenue Service (If inapplicable
delete and provide for compliance with Code Section as defined in para 17) and
(x) Affidavit that a single station smoke detecting alarm device is
installed pursuant to New York Executive Law sect378(5)
(b) At the Closing Purchaser shall deliver to Seller the following
- 5 -
(i) Checks in payment of (y) the balance of the Purchase Price in
accordance with subpara 3(b) and (z) any Purchaser Transfer Tax
(ii) If required by the Declaration or By-Laws power of attorney
to the Board prepared by Seller in the form required by the Condominium The power of
attorney shall be executed and acknowledged by Purchaser and after being recorded
shall be sent to the Condominium
(iii) New York City Real Property Transfer Tax Return executed
and acknowledged by Purchaser and an Affidavit in Lieu of Registration pursuant to New
York Multiple Dwelling Law each in proper form for submission if applicable and
(iv) If required New York State Equalization Return executed
and acknowledged by Purchaser in proper form for submission
(c) It is a condition of Purchaserrsquos obligation to close title hereunder that
(i) All notes or notices of violations of law or governmental
orders ordinances or requirements affecting the Unit and noted or issued by any
governmental department agency or bureau having jurisdiction which were noted or
issued on or prior to the date hereof shall have been cured by Seller
(ii) Any written notice to Seller from the Condominium (or its
duly authorized representative) that the Unit is in violation of the Declaration By-Laws
or rules and regulations of the Condominium shall have been cured and
(iii) The Condominium is a valid condominium created pursuant
to RPL Art 9-B and the Title Company will so insure
7 Closing Adjustments (a) The following adjustments shall be made as of
1159 PM of the day before the Closing
(i) Real estate taxes and water charges and sewer rents if
separately assessed on the basis of the fiscal period for which assessed except that if
there is a water meter with respect to the Unit apportionment shall be based on the last
available reading subject to adjustment after the Closing promptly after the next reading
is available provided however that in the event real estate taxes have not as of the date
of Closing been separately assessed to the Unit real estate taxes shall be apportioned on
the same basis as provided in the Declaration or By-Laws or in the absence of such
provision based upon the Unitrsquos percentage interest in the Common Elements
(ii) Common charges of the Condominium and
(iii) If fuel is separately stored with respect to the Unit only the
value of fuel stored with respect to the Unit at the price then charged by Sellerrsquos supplier
- 6 -
(as determined by a letter or certificate to be obtained by Seller from such supplier)
including any sales taxes
(b) If at the time of Closing the Unit is affected by an assessment which is
or may become payable in installments then for the purposes of this Contract only the
unpaid installments which are then due shall be considered due and are to be paid by
Seller at the Closing All subsequent installments at the time of Closing shall be the
obligation of Purchaser
(c) Any errors or omissions in computing closing adjustments shall be
corrected This subpara 7(c) shall survive the Closing
(d) If the Unit is located in the City of New York the ldquocustoms in respect
to title closingsrdquo recommended by The Real Estate Board of New York Inc as amended
and in effect on the date of Closing shall apply to the adjustments and other matters
therein mentioned except as otherwise provided herein
8 Right of First Refusal If so provided in the Declaration or By-Laws this
sale is subject to and conditioned upon the waiver of a right of first refusal to purchase
the Unit held by the Condominium and exercisable by the Board Seller agrees to give
notice promptly to the Board of the contemplated sale of the Unit to Purchaser which
notice shall be given in accordance with the terms of the Declaration and By-Laws and
Purchaser agrees to provide promptly all applications information and references
reasonably requested by the Board If the Board shall exercise such right of first refusal
Seller shall promptly refund to Purchaser the Downpayment (which term for all purposes
of this Contract shall be deemed to include interest if any earned thereon) and upon the
making of such refund this Contract shall be deemed cancelled and of no further force or
effect and neither party shall have any further rights against or obligations or liabilities
to the other by reason of this Contract If the Board shall fail to exercise such right of
first refusal within the time and in the manner provided for in the Declaration or By-Laws
or shall declare in writing its intention not to exercise such right of first refusal (a copy of
which writing shall be delivered to Purchaser promptly following receipt thereof) the
parties hereto shall proceed with this sale in accordance with the provisions of this
Contract
9 Processing Fee Seller shall at the Closing pay all fees and charges payable
to the Condominium (andor its managing agent) in connection with this sale and
customarily charged to Sellers by the Condominium including without limitation
any processing fee the legal fees if any of the Condominiumrsquos attorney in connection
with this sale and unless otherwise agreed to by Seller and Purchaser in writing all ldquoflip
taxesrdquo transfer or entrance fees or similar charges if any payable to or for the
Condominium or otherwise for the benefit of the Condominium unit owners which arise
by reason of this sale Purchaser shall pay all fees customarily charged to Purchasers
by the Condominium or Managing Agent
- 7 -
10 No Other Representations Purchaser has examined and is satisfied with the
Declaration By-Laws and rules and regulations of the Condominium or has waived the
examination thereof Purchaser has inspected the Unit its fixtures appliances and
equipment and the personal property if any included in this sale as well as the Common
Elements of the Condominium and knows the condition thereof and subject to subpara
5(f) agrees to accept the same ldquoas isrdquo ie in the condition they are in on the date hereof
subject to normal use wear and tear between the date hereof and the Closing Purchaser
has examined or waived examination of the last audited financial statements of the
Condominium and has considered or waived consideration of all other matters pertaining
to this Contract and to the purchase to be made hereunder and does not rely on any
representations made by any broker or by Seller or anyone acting or purporting to act on
behalf of Seller as to any matters which might influence or affect the decision to execute
this Contract or to buy the Unit or said personal property except those representations
and warranties which are specifically set forth in this Contract
11 Possession Seller shall prior to the Closing remove from the Unit all
furniture furnishings and other personal property not included in this sale shall repair
any damage caused by such removal and shall deliver exclusive possession of the Unit at
the Closing vacant broom-clean and free of tenancies or other rights of use or
possession
12 Access Seller shall permit Purchaser and its architect decorator or other
authorized persons to have the right of access to the Unit between the date hereof and the
Closing for the purpose of inspecting the same and taking measurements at reasonable
times and upon reasonable prior notice to Seller (by telephone or otherwise) Further
Purchaser shall have the right to inspect the Unit at a reasonable time during the 24-hour
period immediately preceding the Closing
13 Defaults and Remedies (a) If Purchaser defaults hereunder Sellerrsquos sole
remedy shall be to retain the Downpayment as liquidated damages it being agreed that
Sellerrsquos damages in case of Purchaserrsquos default might be impossible to ascertain and that
the Downpayment constitutes a fair and reasonable amount of damages under the
circumstances and is not a penalty
(b) If Seller defaults hereunder Purchaser shall have such remedies as
Purchaser shall be entitled to at law or in equity including but not limited to specific
performance
14 Notices Any notice request or other communication (ldquoNoticerdquo) given or
made hereunder (except for the notice required by para 12) shall be in writing and either
(a) sent by any of the parties hereto or their respective attorneys by registered or certified
mail return receipt requested postage prepaid or (b) delivered in person or by overnight
courier with receipt acknowledged to the address given at the beginning of this Contract
for the party to whom the Notice is to be given or to such other address for such party as
said party shall hereafter designate by Notice given to the other party pursuant to this
- 8 -
para 14 or (c) with respect to para 6(a)(viii) or para 18(b) sent by fax to the partyrsquos
attorney Each Notice mailed shall be deemed given on the third business day following
the date of mailing the same and each Notice delivered in person or by overnight courier
shall be deemed given when delivered A copy of each notice sent to a party shall also be
sent to the partyrsquos attorney Each notice sent by fax shall be deemed given when
transmission is confirmed by the senders fax machine The attorneys for the parties are
hereby authorized to give and receive on behalf of their clients all Notices and deliveries
15 Purchaserrsquos Lien The Downpayment and all other sums paid on account of
this Contract and the reasonable expenses of the examination of title to and departmental
violation searches in respect of the Unit are hereby made a lien upon the Unit but such
lien shall not continue after default by Purchaser hereunder
16 Downpayment in Escrow (a) Sellerrsquos attorney (ldquoEscroweerdquo) shall hold the
Downpayment in escrow in a segregated bank account at the depository identified at the
end of this Contract until Closing or sooner termination of this Contract and shall pay
over or apply the Downpayment in accordance with the terms of this para 16 Escrowee
shall hold the Downpayment in a(n) interest-bearing Escrow account for the benefit of
the parties If interest is held for the benefit of the parties it shall be paid to the party
entitled to the Downpayment and the party receiving the interest shall pay any income
taxes thereon If interest is not held for the benefit of the parties the Downpayment shall
be placed in an IOLA account or as otherwise permitted or required by law The Social
Security or Federal Identification numbers of the parties shall be furnished to Escrowee
upon request At Closing the Downpayment shall be paid by Escrowee to Seller If for
any reason Closing does not occur and either party gives Notice (as defined in paragraph
14) to Escrowee demanding payment of the Downpayment Escrowee shall give prompt
Notice to the other party of such demand If Escrowee does not receive Notice of
objection from such other party to the proposed payment within 10 business days after
the giving of such Notice Escrowee is hereby authorized and directed to make such
payment If Escrowee does receive such Notice of objection within such 10 day period or
if for any other reason Escrowee in good faith shall elect not to make such payment
Escrowee shall continue to hold such amount until otherwise directed by Notice from the
parties to this Contract or a final nonappealable judgment order or decree of a court
However Escrowee shall have the right at any time to deposit the Downpayment with the
clerk of a court in the county in which the Unit is located and shall give Notice of such
deposit to Seller and Purchaser Upon such deposit or other disbursement in accordance
with the terms of this para 16 Escrowee shall be relieved and discharged of all further
obligations and responsibilities hereunder
(b) The parties acknowledge that Escrowee is acting solely as a
stakeholder at their request and for their convenience and that Escrowee shall not be
liable to either party for any act or omission on its part unless taken or suffered in bad
faith or in willful disregard of this Contract or involving gross negligence on the part of
Escrowee Seller and Purchaser jointly and severally (with right of contribution) agree to
- 9 -
defend (by attorneys selected by Escrowee) indemnify and hold Escrowee harmless from
and against all costs claims and expenses (including reasonable attorneysrsquo fees) incurred
in connection with the performance of Escroweersquos 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 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 Escroweersquos agreement to the provisions of this para 16 by signing in
the place indicated in this Contract
(e) Escrowee or any member of its firm shall be permitted to act as
counsel for Seller in any dispute as to the disbursement of the Downpayment or any other
dispute between the parties whether or not Escrowee is in possession of the
Downpayment and continues to act as Escrowee
(f) The party whose attorney is Escrowee shall be liable for loss of the
Downpayment
17 FIRPTA Seller represents and warrants to Purchaser that Seller is not a
ldquoforeign personrdquo as defined in IRC sect 1445 as amended and the regulations issued
thereunder (ldquoCode Withholding Sectionrdquo) At the Closing Seller shall deliver to
Purchaser a certificate stating that Seller is not a foreign person in the form then required
by the Code Withholding Section or a withholding certificate from the Internal Revenue
Service In the event Seller fails to deliver the aforesaid certificate or in the event that
Purchaser is not entitled under the Code Withholding Section to rely on such certificate
Purchaser shall deduct and withhold from the Purchase Price a sum equal to 10 thereof
and shall at Closing remit the withheld amount with the required forms to the Internal
Revenue Service
18 Title Report Acceptable Title (a) Purchaser shall promptly after the date
hereof or after receipt of the mortgage commitment letter if applicable order a title
insurance report from the Title Company Promptly after receipt of the title report and
thereafter of any continuations thereof and supplements thereto Purchaser shall forward a
copy of each such report continuation or supplement to the attorney for Seller Purchaser
shall further notify Sellerrsquos attorney of any other objections to title not reflected in such
title report of which Purchaser becomes aware following the delivery of such report
reasonably promptly after becoming aware of such objections
(b) Any unpaid taxes assessments water charges and sewer rents
together with the interest and penalties thereon to a date not less than two days following
- 10 -
the date of Closing and any other liens and encumbrances which Seller is obligated to
pay and discharge or which are against corporations estates or other persons in the chain
of title together with the cost of recording or filing any instruments necessary to
discharge such liens and encumbrances of record may be paid out of the proceeds of the
monies payable at the Closing if Seller delivers to Purchaser at the Closing official bills
for such taxes assessments water charges sewer rents interest and penalties and
instruments in recordable form sufficient to discharge any other liens and encumbrances
of record Upon request made a reasonable time before the Closing Purchaser shall
provide at the Closing separate checks for the foregoing payable to the order of the holder
of any such lien charge or encumbrance and other wise complying with subpara 3(b) If
the Title Company is willing to insure Purchaser that such charges liens and
encumbrances will not be collected out of or enforced against the Unit and is willing to
insure the lien of Purchaserrsquos Institutional Lender (as hereinafter defined) free and clear
of any such charges liens and encumbrances then Seller shall have the right in lieu of
payment and discharge to deposit with the Title Company such funds or to give such
assurances or to pay such special or additional premiums as the Title Company may
require in order to so insure In such case the charges liens and encumbrances with
respect to which the Title Company has agreed so to insure shall not be considered
objections to title
(c) Seller shall convey and Purchaser shall accept fee simple title to the
Unit in accordance with the terms of this Contract subject only to (a) the Permitted
Exceptions and (b) such other matters as (i) the Title Company or any other title insurer
licensed to do business by the State of New York shall be willing without special or
additional premium to omit as exceptions to coverage or to except with insurance against
collection out of or enforcement against the Unit and (ii) shall be accepted by any lender
which has committed in writing to provide mortgage financing to Purchaser for the
purchase of the Unit (ldquoPurchaserrsquos Institutional Lenderrdquo) except that if such
acceptance by Purchaserrsquos Institutional Lender is unreasonably withheld or delayed such
acceptance shall be deemed to have been given
(d) Notwithstanding any contrary provisions in this Contract express or
implied or any contrary rule of law or custom if Seller shall be unable to convey the
Unit in accordance with this Contract (provided that Seller shall release discharge or
otherwise cure at or prior to Closing any matter created by Seller after the date hereof and
any existing mortgage unless this sale is subject to it) and if Purchaser elects not to
complete this transaction without abatement of the Purchase Price the sole obligation and
liability of Seller shall be to refund the Downpayment to Purchaser together with the
reasonable cost of the examination of title to and departmental violation searches in
respect of the Unit and upon the making of such refund and payment this Contract shall
be deemed cancelled and of no further force or effect and neither party shall have any
further rights against or obligations or liabilities to the other by reason of this Contract
However nothing contained in this subpara 18(d) shall be construed to relieve Seller
from liability due to a willful default
- 11 -
19 Risk of Loss Casualty (a) The risk of loss or damage to the Unit or the
personal property included in this sale by fire or other casualty until the earlier of the
Closing or possession of the Unit by Purchaser is assumed by Seller but without any
obligation of Seller to repair or replace any such loss or damage unless Seller elects to do
so as hereinafter provided Seller shall notify Purchaser of the occurrence of any such
loss or damage to the Unit or the personal property included in this sale within 10 days
after such occurrence or by the date of Closing whichever first occurs and by such
notice shall state whether or not Seller elects to repair or restore the Unit andor the
personal property as the case may be If Seller elects to make such repairs and
restorations Sellerrsquos notice shall set forth an adjourned date for the Closing which shall
be not more than 60 days after the date of the giving of Sellerrsquos notice If Seller either
does not elect to do so or having elected to make such repairs and restorations fails to
complete the same on or before said adjourned date for the Closing Purchaser shall have
the following options
(i) To declare this Contract cancelled and of no further force or
effect and receive a refund of the Downpayment in which event neither party shall
thereafter have any further rights against or obligations or liabilities to the other by
reason of this Contract or
(ii) To complete the purchase in accordance with this Contract
without reduction in the Purchase Price except as provided in the next sentence If Seller
carries hazard insurance covering such loss or damage Seller shall turn over to Purchaser
at the Closing the net proceeds actually collected by Seller under the provisions of such
hazard insurance policies to the extent that they are attributable to loss of or damage to
any property included in this sale less any sums theretofore expended by Seller in
repairing or replacing such loss or damage or in collecting such proceeds and Seller shall
assign (without recourse to Seller) Sellerrsquos right to receive any additional insurance
proceeds which are attributable to the loss of or damage to any property included in this
sale
(b) If Seller does not elect to make such repairs and restorations
Purchaser may exercise the resulting option under (i) or (ii) of (a) above only by notice
given to Seller within 10 days after receipt of Sellerrsquos notice If Seller elects to make such
repairs and restorations and fails to complete the same on or before the adjourned closing
date Purchaser may exercise either of the resulting options within 10 days after the
adjourned closing date
(c) In the event of any loss of or damage to the Common Elements which
materially and adversely affects access to or use of the Unit arising after the date of this
Contract but prior to the Closing Seller shall notify Purchaser of the occurrence thereof
within 10 days after such occurrence or by the date of Closing whichever occurs first in
which event Purchaser shall have the following options
- 12 -
(i) To complete the purchase in accordance with this Contract
without reduction in the Purchase Price or
(ii) To adjourn the Closing until the first to occur of (1)
completion of the repair and restoration of the loss or damage to the point that there is no
longer a materially adverse effect on the access to or use of the Unit or (2) the 60th day
after the date of the giving of Sellerrsquos aforesaid notice In the event Purchaser elects to
adjourn the Closing as aforesaid and such loss or damage is not so repaired and restored
within 60 days after the date of the giving of Sellerrsquos aforesaid notice then Purchaser
shall have the right either to (x) complete the purchase in accordance with this Contract
without reduction in the Purchase Price or (y) declare this Contract cancelled and of no
further force or effect and receive a refund of the Downpayment in which latter event
neither party shall thereafter have any further rights against or obligations or liabilities
to the other by reason of this Contract
(d) In the event of any loss of or damage to the Common Elements which
does not materially and adversely affect access to or use of the Unit Purchaser shall
accept title to the Unit in accordance with this Contract without abatement of the
Purchase Price
20 Internal Revenue Service Reporting Requirement Each party shall
execute acknowledge and deliver to the other party such instruments and take such other
actions as such other party may reasonably request in order to comply with IRC sect
6045(e) as amended or any successor provision or any regulations promulgated pursuant
thereto insofar as the same requires reporting of information in respect of real estate
transactions The provisions of this para 20 shall survive the Closing The parties
designate _________________________________ as the attorney responsible for
reporting this information as required by law
21 Broker Seller and Purchaser represent and warrant to each other that the only
real estate broker with whom they have dealt in connection with this Contract and the
transaction set forth herein is ______________________________ and that they know of
no other real estate broker who has claimed or may have the right to claim a commission
in connection with this transaction The commission of such real estate broker shall be
paid by Seller pursuant to separate agreement If no real estate broker is specified above
the parties acknowledge that this Contract was brought about by direct negotiation
between Seller and Purchaser and each represents to the other that it knows of no real
estate broker entitled to a commission in connection with this transaction Seller and
Purchaser shall indemnify and defend each other against any costs claims or expenses
(including reasonable attorneysrsquo fees) arising out of the breach on their respective parts of
any representation warranty or agreement contained in this para 21 The provisions of
this para 21 shall survive the Closing or if the Closing does not occur the termination of
this Contract
- 13 -
22 Mortgage Commitment Contingency (Delete paragraph if inapplicable) (a)
The obligation of Purchaser to purchase under this Contract is conditioned upon issuance
on or before ____________ days after a fully executed copy of this Contract is given to
Purchaser or Purchaserrsquos attorney in the manner set forth in paragraph 14 or
subparagraph 22(k) (the ldquoCommitment Daterdquo) 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 Purchasers sole cost and expense of $______________ for a term of at least _______
years (or such lesser sum or shorter term as Purchaser shall be willing to accept) at the
prevailing fixed or adjustable rate of interest and on other customary commitment terms
(the ldquoCommitmentrdquo) To the extent a Commitment is conditioned on the sale of
Purchaserrsquos current home payment of any outstanding debt no material adverse change
in Purchaserrsquos 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 Lenderrsquos approval of an appraisal shall not be deemed a ldquoCommitmentrdquo
hereunder until an appraisal is approved (and if that does not occur before the
Commitment Date Purchaser may cancel under subparagraph 22(e) unless the
Commitment Date is extended) Purchaserrsquos 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 Purchaserrsquos
election more than one Institutional Lender for such mortgage loan (ii) furnish accurate
and complete information regarding Purchaser and members of Purchaserrsquos 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 22(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 (ldquoMortgage Brokerrdquo) shall constitute full compliance with
the terms and conditions set forth in subparagraph 22(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 22
- 14 -
(e) If no Commitment is issued by the 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 22(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 22
(f) If this Contract is canceled by Purchaser pursuant to subparagraphs
22(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 21
(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 22(a) then Purchaser shall be deemed to have waived
Purchaserrsquos right to cancel this Contract and to receive a refund of the Downpayment by
reason of the contingency contained in this paragraph 22
(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 of its obligations under this
paragraph 22) and except as set forth in paragraph 21
(i) The attorneys for the parties are hereby authorized to give and receive
on behalf of their clients all Notices and deliveries under this paragraph 22
(j) For purposes of this Contract the term ldquoInstitutional Lenderrdquo 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
(k) For purposes of subparagraph (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
- 15 -
23 Gender Etc As used in this Contract the neuter includes the masculine and
feminine the singular includes the plural and the plural includes the singular as the
context may require
24 Entire Contract All prior understandings and agreements between Seller and
Purchaser are merged in this Contract and this Contract supersedes any and all
understandings and agreements between the parties and constitutes the entire agreement
between them with respect to the subject matter hereof
25 Captions The captions in this Contract are for convenience and reference
only and in no way define limit or describe the scope of this Contract and shall not be
considered in the interpretation of this Contract or any provision hereof
26 No Assignment by Purchaser Purchaser may not assign this Contract or any
of Purchaserrsquos rights hereunder
27 Successors and Assigns Subject to the provisions of para 26 the provisions
of this Contract shall bind and inure to the benefit of both Purchaser and Seller and their
respective distributees executors administrators heirs legal representatives successors
and permitted assigns
28 No Oral Changes This Contract cannot be changed or terminated orally Any
changes or additional provisions must be set forth in a rider attached hereto or in a
separate written agreement signed by both parties to this Contract
29 Contract Not Binding Until Signed This Contract shall not be binding or
effective until properly executed and delivered by Seller and Purchaser
30 Lead-Based Paint If applicable the complete and fully executed disclosure
of information on lead-based paint andor lead-based paint hazards is attached hereto and
made a part hereof
IN WITNESS WHEREOF the parties hereto have duly executed this Contract
on the day and year first above written
Seller Purchaser
_________________________________ ____________________________________
- 16 -
Agreed to as to para 16 ________________________________
Giddins Claman LLP Escrowee
Escrow Depository
Address
SCHEDULE A - Permitted Exceptions
1 Zoning laws and regulations and landmark historic or wetlands designation
which are not violated by the Unit and which are not violated by the Common Elements
to the extent that access to or use of the Unit would be materially and adversely affected
2 Consents for the erection of any structure or structures on under or above any
street or streets on which the Building may abut
3 The terms burdens covenants restrictions conditions easements and rules
and regulations set forth in the Declaration By-Laws and rules and regulations of the
Condominium the Power of Attorney from Purchaser to the board of managers of the
Condominium and the floor plans of the Condominium all as may be amended from time
to time
4 Rights of utility companies to lay maintain install and repair pipes lines
poles conduits cable boxes and related equipment on over and under the Building and
Common Elements provided that none of such rights imposes any monetary obligation
on the owner of the Unit or materially interferes with the use of or access to the Unit
5 Encroachments of stoops areas cellar steps trim cornices lintels window
sills awnings canopies ledges fences hedges coping and retaining walls projecting
from the Building over any street or highway or over any adjoining property and
encroachments of similar elements projecting from adjoining property over the Common
Elements
6 Any state of facts which an accurate survey or personal inspection of the
Building Common Elements or Unit would disclose provided that such facts do not
prevent the use of the Unit for dwelling purposes For the purposes of this Contract none
of the facts shown on the survey if any identified below shall be deemed to prevent the
use of the Unit for dwelling purposes and Purchaser shall accept title subject thereto
- 17 -
The survey referred to in No 6 above was prepared by
___________________________ dated _____________________ and last revised
____________________
7 The lien of any unpaid common charge real estate tax water charge sewer
rent or vault charge provided the same are paid or apportioned at the Closing as herein
provided
8 The lien of any unpaid assessments to the extent of installments thereof
payable after the Closing
9 Liens encumbrances and title conditions affecting the Common Elements
which do not materially and adversely affect the right of the Unit owner to use and enjoy
the Common Elements
10 Notes or notices of violations of law or governmental orders ordinances or
requirements (a) affecting the Unit and noted or issued subsequent to the date of this
Contract by any governmental department agency or bureau having jurisdiction and (b)
any such notes or notices affecting only the Common Elements which were noted or
issued prior to or on the date of this Contract or at any time hereafter
11 Any other matters or encumbrances subject to which Purchaser is required to
accept title to the Unit pursuant to this Contract
ABOUT THE SPEAKERS
Lisa Lippman Senior Vice President and Director was the 1 broker at Brown Harris Stevens in 2009 With 13 years of experience selling real estate Lisa specializes in the sale of high end cooperatives condominiums and townhomes throughout Manhattan As is clear from her record even in tough times Lisa manages to both sell and find homes for her clients
Other awards Lisa has won in the last few years include
middotWall Street Journal top 400-Lisa was 11 in the nation and 2 in Manhattan 2009middotWall Street Journal top 50 brokers in America 2007middotBrown Harris Stevens Westside Office Broker of the Year All Years 2006 - 2009 middotBrown Harris Stevens Westside Office Listing Broker of the Year 2007 2008 2009middotBrown Harris Stevens Largest New Development Deal of the Year 2009
Prior to becoming a real estate broker Lisa spent several years as a lawyer practicing litigation at two prestigious law firms She graduated from The University of Pennsylvania in 1986 and earned her law degree from Cardozo in 1990 Lisarsquos legal background affords her a keen understanding of the negotiation process as well as the complexities needed to complete the deal
A New York City resident for 24 years Lisa offers impeccable knowledge of the market as it applies across all neighborhoods She has lived downtown on the Upper East Side and has now resided on the Upper West Side for the past 14 years Additionally as the mother of three children Lisa is personally involved in the decisions all buyers face in choosing a neighborhood and a home
Lisa takes pride in being a straight-forward intelligent and honest broker She understands the individual needs of each client as well as their comfort with the purchase andor sale process Her listening talents combined with her unbeatable memory work ethic and negotiation skills allow her to service her buyers and sellers most effectively Lisa is also active in the New York community including the UJA and her childrenrsquos school All of this enables her to offer a well-rounded approach to navigating the New York real estate landscape bringing to life the nuances and charms that the City and its real estate market have to offer
LISA LIPPMANSenior Vice PresidentDirector
Lisa Lippman bull 212- 588-5606 bull fax 212-418-9733 bull llippmanbhsusacom
GIDDINS bull CLAMAN LLP
Attorneys at Law
675 THIRD AVENUE
29TH
FLOOR
NEW YORK NEW YORK 10017
(212)573-6703
FAX (212)949-1923 Paul M Giddins
Scott Claman
Giddins Claman LLP ndash Firm Biography
Giddins Claman LLP (formerly Giddins Claman amp Langs LLP) was
established in 1988 by Paul M Giddins formerly an Assistant District Attorney in
the New York County District Attorneyrsquos Office For over 20 years the firm has
specialized in real estate matters in the New York City metropolitan area with an
active transactional real estate practice Mr Giddins has specialized in residential
real estate during that time In addition to purchase sale and refinance transactions
Mr Giddins represents cooperative apartment boards of directors and condominium
boards of managers Mr Giddins also regularly gives lectures and seminars on real
estate matters for many of the prominent real estate brokerage firms in New York
Scott Claman has been in the practice of law in New York for over 26 years
and joined the firm as a member in 1996 having previously been a partner at a law
firm that specialized in the representation of cooperative apartment boards of
directors and condominium boards of managers Mr Claman is regularly engaged
in a variety of transactional real estate matters ranging from commercial leasing
mortgage financing and asset dispositions to individual apartment and house sales
In addition to individual and institutional owners of residential and commercial real
estate Mr Claman also represents cooperative apartment boards of directors and
condominium boards of managers and has given numerous lectures and seminars
on real estate matters for the Real Estate Board of New York and for many of the
prominent real estate brokerage firms in New York
Steven M Nachman serves as Of Counsel to the firm in connection with
commercial and general litigation matters Mr Nachman formerly associated with
the firm of Stroock amp Stroock amp Lavan has over 20 years of civil litigation
experience
Giddins Claman LLP is proud to provide our clients with the benefits of our
collective experience as seasoned litigators and transactional real estate specialists
while maintaining our personal commitment to represent our clients in a manner
associated with a smaller practice
ManhattanResidential Market Report
Fourth Quarter 2010
Manhattan Cooperatives and Condominiums
2 Fourth Quarter 2010
Average and Median Sale Price
Cooperative Average Sale Price
Condominium Average Sale Price
Cover Property BrownHarrisStevenscom WEB272151
Average Sale Price Median Sale Price
Prices for Manhattan apartments continued to edge upward
as their average sale price of $1432787 was 8 higher
than a year ago This marked the sixth straight quarter that
the average price has risen While the number of recorded
transactions fell 25 from a year ago the fourth quarter of 2009
was uncharacteristically busy due to pent-up demand after the
collapse of Lehman Brothers had frozen the market earlier that year
The average co-op price continued to rise sharply as
more buyers favored larger apartments compared to a year ago Two-bedroom and larger
units accounted for 45 of co-op sales up from 40 a year ago This helped push
the overall average co-op price up 17 from 2009rsquos fourth
quarter to $1158333
Condo prices averaged $1751219 during the fourth
quarter 1 higher than a year ago One-bedrooms posted the
biggest increase in average price rising 9 over the past year
to $844964
Studio 1-Bedroom 2-Bedroom 3+Bedroom All
4th Q 10 $342545 $593718 $1231116 $3150700 $1158333
3rd Q 10 $366086 $606444 $1206257 $3049980 $1156733
2nd Q 10 $356696 $597311 $1301392 $2872496 $1065814
1st Q 10 $334307 $587538 $1132150 $3098881 $1079195
4th Q 09 $345725 $585238 $1133967 $3001012 $990921
Studio 1-Bedroom 2-Bedroom 3+Bedroom All
4th Q 10 $495002 $844964 $1637638 $4567750 $1751219
3rd Q 10 $495876 $809514 $1596021 $3835376 $1724180
2nd Q 10 $464559 $840829 $1570772 $3922994 $1686690
1st Q 10 $529970 $819785 $1608375 $4250098 $1730415
4th Q 09 $554568 $772525 $1583362 $4574080 $1732362
Average Sale Price Median Sale Price
$1600000
$1400000
$1200000
$1000000
$800000
$400000
$600000
$1369883 $820000
1Q10
$1324504 $800000
4Q09
$1432787 $840000
4Q10
$1423378 $890000
3Q10
$1377135 $842779
2Q10
Fourth Quarter 2010 3
New Developments Lofts
Time on the Market
Excludes new developments and units listed over one year Based on the last asking price Excludes new developments
Average Price Per Square Foot
New development prices averaged $1099 per square foot 11 less than during the fourth quarter of 2009 This was due in part to an increase in the percent of new development sales in Northern Manhattan from 9 a year ago to 15 At $1052 the average price per square foot for loft apartments was 3 higher than during 2009rsquos fourth quarter
Apartments sold during the quarter spent an average of 113 days on the market 14 less time than a year ago Sellers received 955 of the last asking price up slightly from the fourth quarter of 2009
Asking Vs Selling Price
$700
$900
$1100
$1300 $1099
4Q10
$1238
4Q09
$1146
1Q10 2Q10
$1176
$700
$900
$1100
$1300 $1052
4Q10
$1017
4Q09
$1037
1Q10
$1066
2Q10
$1112
3Q10
$1077
3Q10
75 days
100 days
125 days
150 days 113
4Q10
132
4Q09
119
1Q10
112
2Q10
85
90
95
100 955
4Q10
954
4Q09
962
1Q10
97
3Q10
959
3Q10
966
2Q10
Generally 59th to 96th Street Fifth Avenue to the East River
Cooperative Condominium
East sidE
4 Fourth Quarter 2010
Average Price Per Square Foot
At an average of $1581971 prices for two-bedroom East Side
apartments were 14 higher than a year ago The average price fell
13 for three-bedroom and larger apartments due in part to 2 closings
of over $30 million a year ago inflating that figure Co-ops fared better than condos as the average
price per room rose for both prewar and postwar co-ops over the past year
while the average condo price per square foot fell
Average Price Per Room
4Q09 4Q10
Studio 1-Bedroom 2-Bedroom 3+Bedroom
Percent of Sales
4th Q 09 10 35 36 19
4th Q 10 11 39 28 22
Average Price
4th Q 09 $351462 $647300 $1383364 $4146087
4th Q 10 $355459 $647207 $1581971 $3605513
Change 1 0 14 -13
$100000
$300000
$150000
$200000
$250000
$350000
$400000
$50000
$200
$1000
$400
$600
$800
$1200
$1400
$0
Postwar
$204713 $210559
Prewar
$348425 $383335
4Q10
$1126
4Q09
$1168
Generally 59th to 110th Street Hudson River to West of Fifth Avenue
WEst sidE
Fourth Quarter 2010 5
Cooperative CondominiumAverage Price Per Room Average Price Per Square Foot
With the exception of studios prices rose for all other size categories of apartments on
the West Side led by a 21 gain in the average price for
three-bedroom and larger units This increase was helped by
535 West End Avenue whose three-bedroom closing prices averaged over $115 million
in the fourth quarter Co-ops remained strong as the average
price per room rose 21 for prewar and 12 for postwar co-ops on the West Side The average condo price per square
foot rose 3 to $1309 making the West Side the only
area where both co-op and condo prices were higher
than a year ago
4Q09 4Q10
Studio 1-Bedroom 2-Bedroom 3+Bedroom
Percent of Sales
4th Q 09 10 37 37 16
4th Q 10 8 33 38 21
Average Price
4th Q 09 $417466 $656421 $1326640 $3325062
4th Q 10 $391228 $766529 $1378920 $4030338
Change -6 17 4 21
$125000
$225000
$150000
$175000
$200000
$250000
$275000
$100000
$200
$1000
$400
$600
$800
$1200
$1400
$0
4Q09
$1267
4Q10
$1309
Prewar
$215967 $260653
Postwar
$189264 $212348
MidtoWn East Generally 34th to 59th Street Fifth Avenue to the East River
MidtoWn
MidtoWn WEst Generally 34th to 59th Street Hudson River to West of Fifth Avenue
6 Fourth Quarter 2010
Cooperative Condominium
Cooperative Condominium
Average Price Per Room Average Price Per Square Foot
Average Price Per Room Average Price Per Square Foot
A couple of high-end closings at The Plaza and One Beacon Court helped bring the average condo price per square foot 27 higher in the Midtown East market compared
to a year ago The average price per room fell 5 for prewar while rising
8 for postwar co-ops
The average price per square foot rose 12 for condos over the
past year in the Midtown West market A number of closings at The Sheffield and Platinum
helped bring up this figure The average price per room fell for
both prewar and postwar co-ops in this market compared
to a year ago
$175000
$100000
$125000
$150000
$200000
$225000
$1000
$250
$500
$750
$1250
$1500
4Q09 4Q10
$212198 $200857
Prewar
$188662 $204639
Postwar
$1171
4Q09
$1485
4Q10
$252044 $199029 $231213 $221850 $1180$1055
4Q10Prewar Postwar 4Q09
$1000
$250
$500
$750
$1250
$1500
4Q09 4Q10
$200000
$50000
$100000
$150000
$250000
$300000
Cooperative Condominium
Fourth Quarter 2010 7
Average Price Per Room Average Price Per Square Foot
South of 34th Street
doWntoWn
While the average price fell 23 for three-bedroom and
larger apartments Downtown from a year ago a large
number of closings at the Superior Ink building inflated 2009rsquos figure This also is a reason why the overall condo
price per square foot fell 10 from a year ago The average
co-op price per room rose 13 for prewar and 4 for
postwar units from 2009rsquos fourth quarter
4Q09 4Q10
Studio 1-Bedroom 2-Bedroom 3+Bedroom
Percent of Sales
4th Q 09 17 43 28 12
4th Q 10 16 41 31 12
Average Price
4th Q 09 $452722 $704292 $1615877 $4665379
4th Q 10 $444618 $741919 $1581625 $3605513
Change -2 5 -2 -23
Prewar
$208503 $235826
Postwar
$188600 $195854
$100000
$200000
$125000
$150000
$175000
$225000
$250000
$75000
$800
$1200
$900
$1000
$1100
$1300
$1400
$700
4Q09
$1326
4Q10
$1194
Cooperative CondominiumAverage Price Per Room Average Price Per Square Foot
Generally North of 96th Street on the East Side and 110th Street on the West Side
NEW YORK CITY bull PALM BEACH bull THE HAMPTONS bull NORTH FORK 2129069200
EAST SIDE445 Park AvenueHall F Willkie PresidentRuth McCoy EVPManaging Director of Sales
UPPER EAST SIDE1121 Madison AvenuePeter R Marra EVPManaging Director of Sales
EDWARD LEE CAVE DIVISION790 Madison AvenueCaroline E Y GuthriePresident
WEST SIDE1926 BroadwayJames M Gricar EVP Managing Director of Sales
BROOKLYN HEIGHTS129 Montague StreetChristopher Thomas EVPManaging Director of Sales
PARK SLOPE100 Seventh AvenueMaryAnn Albano EVPManaging Director of Sales
NEW DEVELOPMENT445 Park Avenue James M GricarManaging DirectorBrown Harris Stevens On-Site Marketing and Sales
Prepared by Gregory Heym Chief Economist Brown Harris Stevenscopy2010 by Brown Harris Stevens All Rights Reserved This information may not be copied used or distributed without Brown Harris Stevensrsquo consent While information is believed true no guaranty is made of accuracy
While the average price fell for three-bedroom and larger apartments it was higher for
all other size categories in Northern Manhattan Condo
prices rose slightly as their average price per square foot of $566 was up 1 from a
year ago The average price per room fell for both prewar and
postwar co-ops compared to a year ago
This report is based on 1901 reported Manhattan apartment sales 25 less than were reported during last yearrsquos comparable period
VILLAGE2 Fifth AvenueKevin Kovesci EVPManaging Director of Sales
TRIBECA43 North MooreKevin Kovesci EVPManaging Director of Sales
northErn Manhattan
Studio 1-Bedroom 2-Bedroom 3+Bedroom
Percent of Sales
4th Q 09 6 35 43 16
4th Q 10 8 38 38 16
Average Price
4th Q 09 $227611 $352759 $567332 $1101778
4th Q 10 $319798 $394509 $577071 $710832
Change 41 12 2 -35
$100
$500
$200
$300
$400
$600
$700
$0
4Q09 4Q10
4Q09
$563
4Q10
$566
$70000
$110000
$80000
$90000
$100000
$120000
$130000
$60000
Prewar
$120601 $97757
Postwar
$110104 $106330
Faculty Biographies
REAL PROPERTY SECTION gt Officer Bio
Chair Leo Genn Esq
Office Address Northside Center for Child Development 1301 Fifth Ave New York NY 10029-3119
Phone 212-426-3406 Fax 212-410-7561 Email lgenn_esqyahoocom
After working briefly as a litigator Mr Genn became House Counsel at NorthsideCenter for Child Development a Manhattan-based not for profit where he handles contract negotiations commercial leasing property management and insurance issues Mr Genn also writes government grants Before law school Mr Genn spent eight years managing commercial and residential real estate in New York City Mr Genn has also worked for New York Citys Office of Economic Development In March 2002 Mr Genns article on the notice requirements in foreclosure proceedings appeared on thecover of the New York Real Estate Law Reporter Mr Gennrsquos favorite law quote is Oliver Wendell Holmes remark A word is not a crystal transparent and unchanged it isthe skin of a living thought and may vary greatly in color and content according to thecircumstances and time in which it is used Mr Gennrsquos favorite case is Raffles v
ichelhaus and his favorite legal fiction is promissory estoppel W
Paul M Giddins Partner
Giddins Claman LLP Paul M Giddins is a partner at Giddins Claman LLP a law firm in New York City Mr Giddins received a Bachelor of Arts degree from Trinity College- Hartford and a law degree from American University Washington School of Law
LISA LIPPMAN | Senior Vice President Director | Licensed Associate Real Estate Broker
printer friendly page
1926 Broadway New York NY 10023 Tel (212) 588-5606 Fax (212) 418-9733 llippmanbhsusacom download contact info view current listings view sold listings
FEATURED PROPERTY - UPPER EAST SIDE
2COOPERATIVE
25 EAST 79TH STREET
rice $1299000
isting ID 1127158
PBedrooms 2 Baths 20 L
Lisa Lippman Senior Vice President and Director was the 1 broker at Brown Harris Stevens in 2009 With 13 years of experience selling real estate Lisa specializes in the sale of high end cooperatives condominiums and townhomes throughout Manhattan As is clear from her record even in tough times Lisa manages to both sell and find homes for her clients Other awards Lisa has won in the last few years include middotWall Street Journal top 400-Lisa was 11 in the nation and 2 in Manhattan 2009 middotWall Street Journal top 50 brokers in America 2007 middotBrown Harris Stevens Westside Office Broker of the Year All Years 2006 - 2009 middotBrown Harris Stevens Westside Office Listing Broker of the Year 2007 2008 2009 middotBrown Harris Stevens Largest New Development Deal of the Year 2009 Prior to becoming a real estate broker Lisa spent several years as a lawyer practicing litigation at two prestigious law firms She graduated from The University of Pennsylvania in 1986 and earned her law degree from Cardozo in 1990 Lisas legal background affords her a keen understanding of the negotiation process as well as the complexities needed to complete the deal A New York City resident for 24 years Lisa offers impeccable knowledge of the market as it applies across all neighborhoods She has lived downtown on the Upper East Side and has now resided on the Upper West Side for the past 14 years Additionally as the mother of three children Lisa is personally involved in the decisions all buyers face in choosing a neighborhood and a home Lisa takes pride in being a straight-forward intelligent and honest broker She understands the individual needs of each client as well as their comfort with the purchase andor sale process Her listening talents combined with her unbeatable memory work ethic and negotiation skills allow her to service her buyers and sellers most effectively Lisa is also active in the New York community including the UJA and her childrens school All of this enables her to offer a well-rounded approach to navigating the New York real estate landscape bringing to life the nuances and charms that the City and its real estate market have to offer
this Contract except for reasonable wear and tear However at the time of Closing the appliances shall be in working order and required smoke detector(s) shall be installed and operable 72 At Closing Seller shall deliver possession of the Unit Personalty and Included Interests in the condition required by para 71 broom clean vacant and free of all occupants and rights of possession 8 Risk of Loss 81 The provisions of General Obligations Law Section 5-1311 as modified herein shall apply to this transaction as if it were a sale of realty For purposes of this paragraph the term Unit includes built-in Personalty 82 Destruction shall be deemed material under GOL 5-1311 if the reasonably estimated cost to restore the Unit shall exceed 5 of the Purchase Price 83 In the event of any destruction of the Unit or the Premises when neither legal title nor the possession of the Unit has been transferred to Purchaser Seller shall give Notice of the loss to Purchaser (Loss Notice) by the earlier of the date of Closing or 7 business days after the date of the loss 84 If there is material destruction of the Unit without fault of Purchaser this Contract shall be deemed canceled in accordance with para 163 unless Purchaser elects by Notice to Seller to complete the purchase with an abatement of the Purchase Price or 85 Whether or not there is any destruction of the Unit if without fault of Purchaser more than 10 of the units in the Premises are rendered uninhabitable or reasonable access to the Unit is not available then Purchaser shall have the right to cancel this Contract in accordance with para 163 by Notice to Seller 86 Purchasers Notice pursuant to para 84 or para 85 shall be given within 7 business days following the giving of the Loss Notice except that if Seller does not give a Loss Notice Purchasers Notice may be given at any time at or prior to Closing 87 In the event of any destruction of the Unit Purchaser shall not be entitled to an abatement of the Purchase Price (i) that exceeds the reasonably estimated cost of repair and restoration or (ii) for any loss that the Corporation is obliged to repair or restore but Seller shall assign to Purchaser without recourse Sellers claim if any against the Corporation with respect to such loss 9 Closing Location The Closing shall be held at the location designated by the Corporation or if no such designation is made at the office of Sellers Attorney 10 Closing 101 At Closing Seller shall deliver or cause to be delivered 1011 Sellers certificate for the Shares duly endorsed for transfer to Purchaser or accompanied by a separate duly executed stock power to Purchaser and in either case with any guarantee of Sellers signature required by the Corporation 1012 Sellers counterpart original of the Lease all assignments and assumptions in the chain of title and a duly executed assignment thereof to Purchaser in the form required by the Corporation 1013 FIRPTA documents required by para 25 1014 keys to the Unit building entrance(s) and if applicable garage mailbox storage unit and any locks in the Unit 1015 if requested an assignment to Purchaser of Sellers interest in the Personalty and Included Interests 1016 any documents and payments to comply with para 152 1017 If Seller is unable to deliver the documents required in para 1011 or 1012 then Seller shall deliver or cause to be delivered all documents and payments required by the Corporation for the issuance of anew certificate for the Shares or a new Lease 102 At Closing Purchaser shall 1021 pay the Balance in accordance with para 222 1022 execute and deliver to Seller and the Corporation an agreement assuming the Lease in the form required by the Corporation and 1023 if requested by the Corporation execute and deliver counterparts of a new lease substantially the same as the Lease for the balance of the Lease term in which case the Lease shall be canceled and surrendered to the Corporation together with Sellers assignment thereof to Purchaser
103 At Closing the Parties shall complete and execute all documents necessary 1031 for Internal Revenue Service (IRS) form 1099-S or other similar requirements 1032 to comply with smoke detector requirements and any applicable transfer tax filings and 1033 to transfer Sellers interest if any in and to the Personalty and Included Interests 104 Purchaser shall not be obligated to close unless at Closing the Corporation delivers 1041 to Purchaser a new certificate for the Shares in the name of Purchaser and 1042 a written statement by an officer or authorized agent of the Corporation consenting to the transfer of the Shares and Lease to Purchaser and setting forth the amounts of and payment status of all sums owed by Seller to the Corporation including Maintenance and any Assessments and the dates to which each has been paid 11 Closing Fees Taxes and Apportionments 11 1 At or prior to Closing 1111 Seller shall pay if applicable 11111 the cost of stock transfer stamps and 11112 transfer taxes except as set forth in para 11122 1112 Purchaser shall pay if applicable 11121 any fee imposed by the Corporation relating to Purchasers financing and 11122 transfer taxes imposed by statute primarily on Purchaser (eg the mansion tax) 112 The Flip Tax if any shall be paid by the Party specified in para 119 113 Any fee imposed by the Corporation and not specified in this Contract shall be paid by the Party upon whom such fee is expressly imposed by the Corporation and if no Party is specified by the Corporation then such fee shall be paid by Seller 114 The Parties shall apportion as of 1159 PM of the day preceding the Closing the Maintenance and any other periodic charges due the Corporation (other than Assessments) and STAR Tax Exemption (if the Unit is the beneficiary of same) based on the number of the days in the month of Closing 115 Assessments whether payable in a lump sum or installments shall not be apportioned but shall be paid by the Party who is the owner of the Shares on the date specified by the Corporation for payment Purchaser shall pay any installments payable after Closing provided Seller had the right and elected to pay the Assessment in installments 116 Each Party shall timely pay any transfer taxes for which it is primarily liable pursuant to law by cashiers official bank certified or attorneys escrow check This para 116 shall survive Closing 117 Any computational errors or omissions shall be corrected within 6 months after Closing This para 117 shall survive Closing 12 Broker 121 Each Party represents that such Party has not dealt with any person acting as a broker whether licensed or unlicensed in connection with this transaction other than the Broker(s) named in para 15 122 Seller shall pay the Brokers commission pursuant to a separate agreement The Broker(s) shall not be deemed to be a third-party beneficiary of this Contract 123 This para 12 shall survive Closing cancellation or termination of this Contract 13 Defaults Remedies and Indemnities 131 In the event of a default or misrepresentation by Purchaser Sellers sole and exclusive remedies shall be to cancel this Contract retain the Contract Deposit as liquidated damages and if applicable Seller may enforce the indemnity in para 133 as to brokerage commission or sue under para 134 Purchaser prefers to limit Purchasers exposure for actual damages to the amount of the Contract Deposit which Purchaser agrees constitutes a fair and reasonable amount of compensation for Sellers damages under the circumstances and is not a penalty The principles of real property law shall apply to this liquidated damages provision 132 In the event of a default or misrepresentation by Seller Purchaser shall have such remedies as Purchaser is entitled to at law or in equity including
specific performance because the Unit and possession thereof cannot be duplicated 133 Subject to the provisions of para 43 each Party indemnifies and holds harmless the other against and from any claim judgment loss liability cost or expense resulting from the indemnitors breach of any of its representations or covenants stated to survive Closing cancellation or termination of this Contract Purchaser indemnifies and holds harmless Seller against and from any claim judgment loss liability cost or expense resulting from the Lease obligations accruing from and after the Closing Each indemnity includes without limitation reasonable attorneys fees and disbursements court costs and litigation expenses arising from the defense of any claim and enforcement or collection of a judgment under this indemnity provided the indemnitee is given Notice and opportunity to defend the claim This para 133 shall survive Closing cancellation or termination of this Contract 134 In the event any instrument for the payment of the Contract Deposit fails of collection Seller shall have the right to sue on the uncollected instrument In addition such failure of collection shall be a default under this Contract provided Seller gives Purchaser Notice of such failure of collection and within 3 business days after Notice is given Escrowee does not receive from Purchaser an unendorsed good certified check bank check or immediately available funds in the amount of the uncollected funds Failure to cure such default shall entitle Seller to the remedies set forth in Paragraph 131 and to retain all sums as may be collected andor recovered 14 Entire Agreement Modification 141 All prior oral or written representations understandings and agreements had between the Parties with respect to the subject matter of this Contract and with the Escrowee as to para 27 are merged in this Contract which alone fully and completely expresses the Parties and Escrowees agreement 142 The Attorneys may extend in writing any of the time limitations stated in this Contract Any other provision of this Contract may be changed or waived only in writing signed by the Party or Escrowee to be charged 15 Removal of Liens and Judgments 151 Purchaser shall deliver or cause to be delivered to Seller or Sellers Attorney not less than 10 calendar days prior to the Scheduled Closing Date a Lien and Judgment search except that Liens or Judgments first disclosed in a continuation search shall be reported to Seller within 2 business days after receipt thereof but not later than the Closing Seller shall have the right to adjourn the Closing pursuant to para 16 to remove any such Liens and Judgments Failure by Purchaser to timely deliver such search or continuation search shall not constitute a waiver of Sellers covenants in para 4 as to Liens and Judgments However if the Closing is adjourned solely by reason of untimely delivery of the Lien and Judgment search the apportionments under Paragraph 113 shall be made as of 1159 PM of the day preceding the Scheduled Closing Date in para 115 152 Seller at Sellers expense shall obtain and deliver to the Purchaser the documents and payments necessary to secure the release satisfaction termination and discharge or removal of record of any Liens and Judgments Seller may use any portion of the Purchase Price for such purposes 153 This para 15 shall survive Closing 16 Sellers Inability 161 If Seller shall be unable to transfer the items set forth in para 21 in accordance with this Contract for any reason other than Sellers failure to make a required payment or other willful act or omission then Seller shall have the right to adjourn the Closing for periods not exceeding 60 calendar days in the aggregate but not extending beyond the expiration of Purchasers Loan Commitment Letter if para 1201 or 1202 applies 162 If Seller does not elect to adjourn the Closing or (if adjourned) on the adjourned date of Closing Seller is still unable to perform then unless Purchaser elects to proceed with the Closing without abatement of the Purchase Price either Party may cancel this Contract on Notice to the other Party given at any time thereafter 163 In the event of such cancellation the sole liability of Seller shall be to cause the Contract Deposit to be refunded to Purchaser and to reimburse Purchaser for the actual costs incurred for Purchases lien and title search if any
17 Notices and Contract Delivery 171 Any notice or demand (Notice) shall be in writing and delivered either by hand overnight delivery or certified or registered mail return receipt requested to the Party or and simultaneously in like manner to such Partys Attorney if any and to Escrowee at their respective addresses or to such other address as shall hereafter be designated by Notice given pursuant to this para 17 172 The Contract may be delivered as provided in para 171 or by ordinary mail 173 The Contract or each Notice shall be deemed given and received 1731 on the day delivered by hand 1732 on the business day following the date sent by overnight delivery 1733 on the 5th business day following the date sent by certified or registered mail or 1734 as to the Contract only 3 business days following the date of ordinary mailing 174 A Notice to Escrowee shall be deemed given only upon actual receipt by Escrowee 175 The Attorneys are authorized to give and receive any Notice on behalf of their respective clients 176 Failure or refusal to accept a Notice shall not invalidate the Notice 177 Notice pursuant to parapara 222 and 134 may be delivered by confirmed facsimile to the Partys Attorney and shall be deemed given when transmission is confirmed by senders facsimile machine 18 Financing Provisions 181 The provisions of parapara 181 and 182 are applicable only if para 1201 or 1202 applies 1811 An Institutional Lender is any of the following that is authorized under Federal or New York State law to issue a loan secured by the Shares and Lease and is currently extending similarly secured loan commitments in the county in which the Unit is located a bank savings bank savings and loan association trust company credit union of which Purchaser is a member mortgage banker insurance company or governmental entity 1812 A Loan Commitment Letter is a written offer from an Institutional Lender to make a loan on the Financing Terms (see para 1 2 1) at prevailing fixed or adjustable interest rates and on other customary terms generally being offered by Institutional Lenders making cooperative share loans An offer to make a loan conditional upon obtaining an appraisal satisfactory to the Institutional Lender shall not become a Loan Commitment Letter unless and until such condition is met An offer conditional upon any factor concerning Purchaser (eg sale of current home payment of outstanding debt no material adverse change in Purchasers financial condition etc) is a Loan Commitment Letter whether or not such condition is met Purchaser accepts the risk that and cannot cancel this Contract if any condition concerning Purchaser is not met 182 Purchaser directly or through a mortgage broker registered pursuant to Article 12-D of the Banking Law shall diligently and in good faith 1821 apply only to an Institutional Lender for a loan on the Financing Terms (see para 121) on the form required by the Institutional Lender containing truthful and complete information and submit such application together with such documents as the Institutional Lender requires and pay the applicable fees and charges of the Institutional Lender all of which shall be performed within 5 business days after the Delivery Date 1822 promptly submit to the Institutional Lender such further references data and documents requested by the Institutional Lender and 1823 accept a Loan Commitment Letter meeting the Financing Terms and comply with all requirements of such Loan Commitment Letter (or any other loan commitment letter accepted by Purchaser) and of the Institutional Lender in order to close the loan and 1824 furnish Seller with a copy of the Loan Commitment Letter promptly after Purchasers receipt thereof 1825 Purchaser is not required to apply to more than one Institutional Lender 183 If Paragraph 1201 applies then 1831 provided Purchaser has complied with all applicable provisions of para 182 and this para 183 Purchaser may cancel this Contract as set forth below if
18311 any Institutional Lender denies Purchasers application in writing prior to the Loan Commitment Date (see Paragraph 121) or 18312 a Loan Commitment Letter is not issued by the Institutional Lender on or before the Loan Commitment Date or 18313 any requirement of the Loan Commitment Letter other than one concerning Purchaser is not met (eg failure of the Corporation to execute and deliver the Institutional Lenders recognition agreement or other document financial condition of the Corporation owner occupancy quota etc) or 18314 (i) the Closing is adjourned by Seller or the Corporation for more than 30 business days from the Scheduled Closing Date and (ii) the Loan Commitment Letter expires on a date more than 30 business days after the Scheduled Closing Date and before the new date set for Closing pursuant to this para and (iii) Purchaser is unable in good faith to obtain from the Institutional Lender an extension of the Loan Commitment Letter or a new Loan Commitment Letter on the Financing Terms without paying additional fees to the Institutional Lender unless Seller agrees by Notice to Purchaser within 5 business days after receipt of Purchasers Notice of cancellation on such ground that Seller will pay such additional fees and Seller pays such fees when due Purchaser may not object to an adjournment by Seller for up to 30 business days solely because the Loan Commitment Letter would expire before such adjourned Closing date 1832 Purchaser shall deliver Notice of cancellation to Seller within 5 business days after the Loan Commitment Date if cancellation is pursuant to para 18311 or 18312 and on or prior to the Scheduled Closing Date if cancellation is pursuant to para 18313 or 18314 1833 If cancellation is pursuant to Paragraph 18311 then Purchaser shall deliver to Seller together with Purchasers Notice a copy of the Institutional Lenders written denial of Purchasers loan application If cancellation is pursuant to para 18313 then Purchaser shall deliver to Seller together with Purchasers Notice evidence that a requirement of the Institutional Lender was not met 1834 Seller may cancel this Contract by Notice to Purchaser sent within 5 days after the Loan Commitment Date if Purchaser shall not have sent by then either (i) Purchasers Notice of cancellation or (ii) a copy of the Loan Commitment Letter to Seller which cancellation shall become effective if Purchaser does not deliver a copy of such Loan Commitment Letter to Seller within 10 business days after the Loan Commitment Date 1835 Failure by either Purchaser or Seller to deliver Notice of cancellation as required by this para 183 shall constitute a waiver of the right to cancel under this para 183 1836 If this Contract is canceled by Purchaser pursuant to this para 183 then thereafter neither Party shall have any further rights against or obligations or liabilities to the other by reason of this Contract except that the Contract Deposit shall be promptly refunded to Purchaser and except as set forth in para 12 If this Contract is canceled by Purchaser pursuant to para 18314 then Seller shall reimburse Purchaser for any non-refundable financing and inspection expenses and other sums reimbursable pursuant to para 16 1837 Purchaser cannot cancel this Contract pursuant to 18314 and cannot obtain a refund of the Contract Deposit if the Institutional Lender fails to fund the loan 18371 because a requirement of the Loan Commitment Letter concerning Purchaser is not met (eg Purchasers financial condition or employment status suffers an adverse change Purchaser fails to satisfy a condition relating to the sale of an existing residence etc) or 18372 due to the expiration of a Loan Commitment Letter issued with an expiration date that is not more than 30 business days after the Scheduled Closing Date 19 SingularPlural and JointSeveral The use of the singular shall be deemed to include the plural and vice versa whenever the context so requires If more than one person constitutes Seller or Purchaser their obligations as such Party shall be joint and several 20 No Survival No representation andor covenant contained herein shall survive Closing except as expressly provided Payment of the Balance shall constitute a discharge and release by Purchaser of all of Sellers obligations hereunder except those expressly stated to survive Closing 21 Inspections
Purchaser and Purchasers representatives shall have the right to inspect the Unit within 48 hours prior to Closing and at other reasonable times upon reasonable request to Seller 22 Governing Law and Venue This Contract shall be governed by the laws of the State of New York without regard to principles of conflict of laws Any action or proceeding arising out of this Contract shall be brought in the county or Federal district where the Unit is located and the Parties hereby consent to said venue 23 No Assignment by Purchaser Death of Purchaser 231 Purchaser may not assign this Contract or any of Purchasers rights hereunder Any such purported assignment shall be null and void 232 This Contract shall terminate upon the death of all persons comprising Purchaser and the Contract Deposit shall be refunded to the Purchaser Upon making such refund and reimbursement neither Party shall have any further liability or claim against the other hereunder except as set forth in para 12 24 Cooperation of Parties 241 The Parties shall each cooperate with the other the Corporation and Purchasers Institutional Lender and title company if any and obtain execute and deliver such documents as are reasonably necessary to consummate this sale 242 The Parties shall timely file all required documents in connection with all governmental filings that are required by law Each Party represents to the other that its statements in such filings shall be true and complete This para 242 shall survive Closing 25 FIRPTA The parties shall comply with IRC sectsect 897 1445 and the regulations thereunder as same may be amended (FIRPTA) If applicable Seller shall execute and deliver to purchaser at Closing a Certification of Non-Foreign Status (CNS) or deliver a Withholding Certificate from the IRS If Seller fails to deliver a CNS or a Withholding Certificate Purchaser shall withhold from the Balance and remit to the IRS such sum as may be required by law Seller hereby waives any right of action against Purchaser on account of such withholding and remittance This para 25 shall survive Closing 26 Additional Requirements 261 Purchaser shall not be obligated to close unless all of the following requirements are satisfied at the time of the Closing 2611 the Corporation is in good standing 2612 the Corporation has fee or leasehold title to the Premises whether or not marketable or insurable and 2613 there is no pending in rem action tax certificatelien sale or foreclosure action of any underlying mortgage affecting the Premises 262 If any requirement in para 261 is not satisfied at the time of the Closing Purchaser shall give Seller Notice and if the same is not satisfied within a reasonable period of time thereafter then either Party may cancel this Contract (pursuant to para 163) by Notice 27 Escrow Terms 271 The Contract Deposit shall be deposited by Escrowee in an escrow account as set forth in para 124 and the proceeds held and disbursed in accordance with the terms of this Contract At Closing the Contract Deposit shall be paid by Escrowee to Seller If the Closing does not occur and either Party gives Notice to Escrowee demanding payment of the Contract Deposit Escrowee shall give prompt Notice to the other Party of such demand If Escrowee does not receive a Notice of objection to the proposed payment from such other Party within 10 business days after the giving of Escrowees Notice Escrowee is hereby authorized and directed to make such payment to the demanding party If Escrowee does receive such a Notice of objection within said period or if for any reason Escrowee in good faith elects not to make such payment Escrowee may continue to hold the Contract Deposit until otherwise directed by a joint Notice by the Parties or a final non-appealable judgment order or decree of a court of competent jurisdiction However Escrowee shall have the right at any time to deposit the Contract Deposit and the interest thereon if any with the clerk of a court in the county as set forth in para 22 and shall give Notice of such deposit to each Party Upon disposition of the Contract Deposit and
interest thereon if any in accordance with this para 27 Escrowee shall be released and discharged of all escrow obligations and liabilities 272 The Party whose Attorney is Escrowee shall be liable for loss of the Contract Deposit If the Escrowee is Sellers attorney then Purchaser shall be credited with the amount of the contract Deposit at Closing 273 Escrowee will serve without compensation Escrowee is acting solely as a stakeholder at the Parties request and for their convenience Escrowee shall not be liable to either Party for any act or omission unless it involves bad faith willful disregard of this Contract or gross negligence In the event of any dispute Seller and Purchaser shall jointly and severally (with right of contribution) defend (by attorneys selected by Escrowee) indemnify and hold harmless Escrowee from and against any claim judgment loss liability cost and expenses incurred in connection with the performance of Escrowees acts or omissions not involving bad faith willful disregard of this Contract or gross negligence This indemnity includes without limitation reasonable attorneys fees either paid to retain attorneys or representing the fair value of legal services rendered by Escrowee to itself and disbursements court costs and litigation expenses 274 Escrowee acknowledges receipt of the Contract Deposit by check subject to collection
275 Escrowee agrees to the provisions of this para 27 276 If Escrowee is the Attorney for a Party Escrowee shall be permitted to represent such Party in any dispute or lawsuit 277 This para 27 shall survive Closing cancellation or termination of this Contract 28 Margin Headings The margin headings do not constitute part of the text of this Contract 29 Miscellaneous This Contract shall not be binding unless and until Seller delivers a fully executed counterpart of this Contract to Purchaser (or Purchasers Attorney) pursuant to para 172 and 173 This Contract shall bind and inure to the benefit of the Parties hereto and their respective heirs personal and legal representatives and successors in interest 30 Lead Paint If applicable the complete and fully executed Disclosure of Information on Lead Based Paint and or Lead-Based Paint Hazards is attached hereto and made a part hereof
In Witness Whereof the Parties hereto have duly executed this Contract as of the date first above written
ESCROW TERMS AGREED TO SELLER PURCHASER GIDDINS CLAMAN LLP ESCROWEE
Rider to and Part of Contract of Sale Between as Seller and as Purchaser for Unit at New York NY
31 Purchasers Additional Representations and Covenants 3 11 Supplementing para 42 of the Contract Purchaser also represents and covenants that 3111 Purchaser has and will at Closing have available unencumbered cash and cash equivalents (including publicly traded securities) in a sum at least equal to (and having a then current value of) the Balance and 3112 Purchaser has and will at and immediately following the Closing have a positive net worth 312 the Maintenance and the monthly amount of the Assessment (if any) do not aggregate more than 25 of the current total gross monthly income of the individuals comprising the Purchaser
313 (if para 1201 or para 1202 applies) the monthly debt service (interest and amortization of principal if any) of the proposed financing together with the Maintenance and the monthly Assessment amount (if any) do not aggregate more than 35 of said current total gross monthly income 32 Supplementing paragraph 4 1 Seller has no actual knowledge of a material default or condition which the Lessee is required to cure under the Lease and which remains uncured If prior to Closing Seller acquires knowledge of a such default or condition which the Lessee would be required to cure then Seller shall cure same at or prior to Closing This provision shall not survive closing
The Parties have duly executed this Rider as of the same date as the Contract SELLER PURCHASER ______________________________ _______________________________
Note This form is intended to deal with matters common to most transactions
involving the sale of a condominium unit Provisions should be added altered or
deleted to suit the circumstances of a particular transaction No representation is
made that this form of contract complies with Section 5-702 of the General
Obligations Law (ldquoPlain Language Lawrdquo)
CONSULT YOUR LAWYER BEFORE SIGNING THIS AGREEMENT
Contract of Sale - Condominium Unit
Agreement made as of 2010 between residing at Street Apt
New York NY (ldquoSellerrdquo) and residing at (ldquoPurchaserrdquo)
1 Unit Seller agrees to sell and convey and Purchaser agrees to purchase Unit
No (ldquoUnitrdquo) in the building (ldquoBuildingrdquo) known as Condominium
(ldquoCondominiumrdquo) and located at New York NY New York together with a
XXXXX percent undivided interest in the Common Elements (as defined in para 6)
appurtenant thereto all upon and subject to the terms and conditions set forth herein The
Unit shall be as designated in the Declaration of Condominium Ownership (as the same
may be amended from time to time the ldquoDeclarationrdquo) of the Condominium recorded in
New York County New York or the By-Laws (as the same may be amended from time
to time the ldquoBy-Lawsrdquo) of the Condominium
2 Personal Property (a) The sale includes all of Sellerrsquos right title and
interest if any in and to
(i) the refrigerators freezers ranges ovens built-in microwave
ovens dishwashers washing machines clothes dryers cabinets and counters lighting
and plumbing fixtures chandeliers air conditioning equipment venetian blinds shades
screens storm windows and other window treatments wall-to-wall carpeting
bookshelves switchplates door hardware and mirrors built-ins and articles of property
and fixtures attached to or appurtenant to the Unit except those listed in subpara 2(b) all
of which included property and fixtures are represented to be owned by Seller free and
clear of all liens and encumbrances other than those encumbrances (ldquoPermitted
Exceptionsrdquo) set forth on Schedule A annexed hereto and made a part hereof (strike out
inapplicable items) to the extent any of the foregoing exist in the Unit on the date
hereof and
- 2 -
(ii)
(b) Excluded from this sale are
(i) furniture and furnishings (other than as specifically provided
in this Contract) and
(ii)
(c) The property referred to in subpara 2(a)(i) and (ii) may not be
purchased if title to the Unit is not conveyed hereunder
3 Purchase Price (a) The purchase price (ldquoPurchase Pricerdquo) is $
payable as follows
(i) $ (ldquoDownpaymentrdquo) on the signing of this Contract by
good check subject to collection the receipt of which is hereby acknowledged to be held
in escrow pursuant to para 16 and
(ii) $ constituting the balance of the Purchase Price by
certified check of Purchaser or official bank check (except as otherwise provided in this
Contract) on the delivery of the deed as hereinafter provided
(b) All checks in payment of the Purchase Price shall represent United
States currency and be drawn on or issued by a bank or trust company authorized to
accept deposits in New York State All checks in payment of the Downpayment shall be
payable to the order of Escrowee (as hereinafter defined) All checks in payment of the
balance of the Purchase Price shall be payable to the order of Seller (or as Seller
otherwise directs pursuant to subparas 6(a)(viii) or 18(b))
(c) Except for the Downpayment and checks aggregating not more than
one-half of one percent of the Purchase Price One Thousand Dollars ($100000)
including payment for closing adjustments all checks delivered by Purchaser shall be
certified or official bank checks as hereinabove provided
4 Closing of Title The closing documents referred to in para 6 shall be
delivered and payment of the balance of the Purchase Price shall be made at the closing
of title (ldquoClosingrdquo) to be held on or about at AM at the offices of
Giddins Claman LLP 675 Third Avenue 29th
Floor New York NY or at the office
of Purchaserrsquos lending institution or its counsel provided however that such office is
located in either the City or County in which either (a) Sellerrsquos attorney maintains an
office or (b) the Unit is located
5 Representations Warranties and Covenants Seller represents warrants
and covenants that
- 3 -
(a) Seller is the sole owner of the Unit and the property referred to in
subpara 2(a) and Seller has the full right power and authority to sell convey and transfer
the same
(b) The common charges (excluding separately billed utility charges) for
the Unit on the date hereof are $xxxxx per month
(c) Seller has not received any written notice of any intended assessment
or increase in common charges not reflected in subpara 5(b) Purchaser acknowledges
that it will not have the right to cancel this Contract in the event of the imposition of any
assessment or increase in common charges after the date hereof of which Seller has not
heretofore received written notice
(d) The real estate taxes for the Unit for the fiscal year of ________
through ________ are $_________ Purchaser may verify the real estate taxes on the
website of the New York City Department of Finance A printout from the website
is attached
(e) Seller is not a ldquosponsorrdquo or a nominee of a ldquosponsorrdquo under any plan of
condominium organization affecting the Unit
(f) All refrigerators freezers ranges dishwashers washing machines
clothes dryers and air conditioning equipment included in this sale will be in working
order at the time of Closing
(g) If a copy is attached to this Contract the copy of the Certificate of
Occupancy covering the Unit is a true and correct copy and
(h) Seller is not a ldquoforeign personrdquo as defined in para 17 (If inapplicable
delete and provide for compliance with Code Withholding Section as defined in para
17)
6 Closing Documents (a) At the Closing Seller shall deliver to Purchaser the
following
(i) Bargain and sale deed With covenant against grantorrsquos acts
(ldquoDeedrdquo) complying with RPL sect 339-o and containing the covenant required by LL sect
13(5) conveying to Purchaser title to the Unit together with its undivided interest in the
Common Elements (as such term is defined in the Declaration and which term shall be
deemed to include Sellerrsquos right title and interest in any limited common elements
attributable to or used in connection with the Unit) appurtenant thereto free and clear of
all liens and encumbrances other than Permitted Exceptions The Deed shall be executed
and acknowledged by Seller and if requested by the Condominium executed and
acknowledged by Purchaser in proper statutory form for recording
- 4 -
(ii) If a corporation and if required pursuant to BCL sect 909 Seller
shall deliver to Purchaser (1) a resolution of its board of directors authorizing the delivery
of the Deed and (2) a certificate executed by an officer of such corporation certifying as
to the adoption of such resolution and setting forth facts demonstrating that the delivery
of the Deed is in conformity with the requirements of BCL sect 909 The Deed shall also
contain a recital sufficient to establish compliance with such law
(iii) A waiver of right of first refusal of the board of managers of
the Condominium (ldquoBoardrdquo) if required in accordance with para 8
(iv) A statement by the Condominium or its managing agent that
the common charges and any assessments then due and payable the Condominium have
been paid to the date of the Closing
(v) All keys to the doors of and mailbox for the Unit
(vi) Such affidavits andor other evidence as the title company
(ldquoTitle Companyrdquo) from which Purchaser has ordered a title insurance report and which
is authorized to do business in New York State shall reasonably require in order to omit
from its title insurance policy all exceptions for judgments bankruptcies or other returns
against Seller and persons or entities whose names are the same as or are similar to
Sellerrsquos name
(vii) New York City Real Property Transfer Tax Return if
applicable and New York State Real Estate Transfer Tax Return prepared executed and
acknowledged by Seller in proper form for submission
(viii) Checks in payment of all applicable real property transfer
taxes except a transfer tax which by law is primarily imposed on the purchaser
(ldquoPurchaser Transfer Taxrdquo) due in connection with the sale In lieu of delivery of such
checks Seller shall have the right upon reasonable prior notice to Purchaser to cause
Purchaser to deliver said checks at the Closing and to credit the amount thereof against
the balance of the Purchase Price Seller shall pay the additional transfer taxes if any
payable after the Closing by reason of the conveyance of the Unit which obligation shall
survive the Closing
(ix) Certification that Seller is not a foreign person pursuant to
para 17 or a withholding certificate from the Internal Revenue Service (If inapplicable
delete and provide for compliance with Code Section as defined in para 17) and
(x) Affidavit that a single station smoke detecting alarm device is
installed pursuant to New York Executive Law sect378(5)
(b) At the Closing Purchaser shall deliver to Seller the following
- 5 -
(i) Checks in payment of (y) the balance of the Purchase Price in
accordance with subpara 3(b) and (z) any Purchaser Transfer Tax
(ii) If required by the Declaration or By-Laws power of attorney
to the Board prepared by Seller in the form required by the Condominium The power of
attorney shall be executed and acknowledged by Purchaser and after being recorded
shall be sent to the Condominium
(iii) New York City Real Property Transfer Tax Return executed
and acknowledged by Purchaser and an Affidavit in Lieu of Registration pursuant to New
York Multiple Dwelling Law each in proper form for submission if applicable and
(iv) If required New York State Equalization Return executed
and acknowledged by Purchaser in proper form for submission
(c) It is a condition of Purchaserrsquos obligation to close title hereunder that
(i) All notes or notices of violations of law or governmental
orders ordinances or requirements affecting the Unit and noted or issued by any
governmental department agency or bureau having jurisdiction which were noted or
issued on or prior to the date hereof shall have been cured by Seller
(ii) Any written notice to Seller from the Condominium (or its
duly authorized representative) that the Unit is in violation of the Declaration By-Laws
or rules and regulations of the Condominium shall have been cured and
(iii) The Condominium is a valid condominium created pursuant
to RPL Art 9-B and the Title Company will so insure
7 Closing Adjustments (a) The following adjustments shall be made as of
1159 PM of the day before the Closing
(i) Real estate taxes and water charges and sewer rents if
separately assessed on the basis of the fiscal period for which assessed except that if
there is a water meter with respect to the Unit apportionment shall be based on the last
available reading subject to adjustment after the Closing promptly after the next reading
is available provided however that in the event real estate taxes have not as of the date
of Closing been separately assessed to the Unit real estate taxes shall be apportioned on
the same basis as provided in the Declaration or By-Laws or in the absence of such
provision based upon the Unitrsquos percentage interest in the Common Elements
(ii) Common charges of the Condominium and
(iii) If fuel is separately stored with respect to the Unit only the
value of fuel stored with respect to the Unit at the price then charged by Sellerrsquos supplier
- 6 -
(as determined by a letter or certificate to be obtained by Seller from such supplier)
including any sales taxes
(b) If at the time of Closing the Unit is affected by an assessment which is
or may become payable in installments then for the purposes of this Contract only the
unpaid installments which are then due shall be considered due and are to be paid by
Seller at the Closing All subsequent installments at the time of Closing shall be the
obligation of Purchaser
(c) Any errors or omissions in computing closing adjustments shall be
corrected This subpara 7(c) shall survive the Closing
(d) If the Unit is located in the City of New York the ldquocustoms in respect
to title closingsrdquo recommended by The Real Estate Board of New York Inc as amended
and in effect on the date of Closing shall apply to the adjustments and other matters
therein mentioned except as otherwise provided herein
8 Right of First Refusal If so provided in the Declaration or By-Laws this
sale is subject to and conditioned upon the waiver of a right of first refusal to purchase
the Unit held by the Condominium and exercisable by the Board Seller agrees to give
notice promptly to the Board of the contemplated sale of the Unit to Purchaser which
notice shall be given in accordance with the terms of the Declaration and By-Laws and
Purchaser agrees to provide promptly all applications information and references
reasonably requested by the Board If the Board shall exercise such right of first refusal
Seller shall promptly refund to Purchaser the Downpayment (which term for all purposes
of this Contract shall be deemed to include interest if any earned thereon) and upon the
making of such refund this Contract shall be deemed cancelled and of no further force or
effect and neither party shall have any further rights against or obligations or liabilities
to the other by reason of this Contract If the Board shall fail to exercise such right of
first refusal within the time and in the manner provided for in the Declaration or By-Laws
or shall declare in writing its intention not to exercise such right of first refusal (a copy of
which writing shall be delivered to Purchaser promptly following receipt thereof) the
parties hereto shall proceed with this sale in accordance with the provisions of this
Contract
9 Processing Fee Seller shall at the Closing pay all fees and charges payable
to the Condominium (andor its managing agent) in connection with this sale and
customarily charged to Sellers by the Condominium including without limitation
any processing fee the legal fees if any of the Condominiumrsquos attorney in connection
with this sale and unless otherwise agreed to by Seller and Purchaser in writing all ldquoflip
taxesrdquo transfer or entrance fees or similar charges if any payable to or for the
Condominium or otherwise for the benefit of the Condominium unit owners which arise
by reason of this sale Purchaser shall pay all fees customarily charged to Purchasers
by the Condominium or Managing Agent
- 7 -
10 No Other Representations Purchaser has examined and is satisfied with the
Declaration By-Laws and rules and regulations of the Condominium or has waived the
examination thereof Purchaser has inspected the Unit its fixtures appliances and
equipment and the personal property if any included in this sale as well as the Common
Elements of the Condominium and knows the condition thereof and subject to subpara
5(f) agrees to accept the same ldquoas isrdquo ie in the condition they are in on the date hereof
subject to normal use wear and tear between the date hereof and the Closing Purchaser
has examined or waived examination of the last audited financial statements of the
Condominium and has considered or waived consideration of all other matters pertaining
to this Contract and to the purchase to be made hereunder and does not rely on any
representations made by any broker or by Seller or anyone acting or purporting to act on
behalf of Seller as to any matters which might influence or affect the decision to execute
this Contract or to buy the Unit or said personal property except those representations
and warranties which are specifically set forth in this Contract
11 Possession Seller shall prior to the Closing remove from the Unit all
furniture furnishings and other personal property not included in this sale shall repair
any damage caused by such removal and shall deliver exclusive possession of the Unit at
the Closing vacant broom-clean and free of tenancies or other rights of use or
possession
12 Access Seller shall permit Purchaser and its architect decorator or other
authorized persons to have the right of access to the Unit between the date hereof and the
Closing for the purpose of inspecting the same and taking measurements at reasonable
times and upon reasonable prior notice to Seller (by telephone or otherwise) Further
Purchaser shall have the right to inspect the Unit at a reasonable time during the 24-hour
period immediately preceding the Closing
13 Defaults and Remedies (a) If Purchaser defaults hereunder Sellerrsquos sole
remedy shall be to retain the Downpayment as liquidated damages it being agreed that
Sellerrsquos damages in case of Purchaserrsquos default might be impossible to ascertain and that
the Downpayment constitutes a fair and reasonable amount of damages under the
circumstances and is not a penalty
(b) If Seller defaults hereunder Purchaser shall have such remedies as
Purchaser shall be entitled to at law or in equity including but not limited to specific
performance
14 Notices Any notice request or other communication (ldquoNoticerdquo) given or
made hereunder (except for the notice required by para 12) shall be in writing and either
(a) sent by any of the parties hereto or their respective attorneys by registered or certified
mail return receipt requested postage prepaid or (b) delivered in person or by overnight
courier with receipt acknowledged to the address given at the beginning of this Contract
for the party to whom the Notice is to be given or to such other address for such party as
said party shall hereafter designate by Notice given to the other party pursuant to this
- 8 -
para 14 or (c) with respect to para 6(a)(viii) or para 18(b) sent by fax to the partyrsquos
attorney Each Notice mailed shall be deemed given on the third business day following
the date of mailing the same and each Notice delivered in person or by overnight courier
shall be deemed given when delivered A copy of each notice sent to a party shall also be
sent to the partyrsquos attorney Each notice sent by fax shall be deemed given when
transmission is confirmed by the senders fax machine The attorneys for the parties are
hereby authorized to give and receive on behalf of their clients all Notices and deliveries
15 Purchaserrsquos Lien The Downpayment and all other sums paid on account of
this Contract and the reasonable expenses of the examination of title to and departmental
violation searches in respect of the Unit are hereby made a lien upon the Unit but such
lien shall not continue after default by Purchaser hereunder
16 Downpayment in Escrow (a) Sellerrsquos attorney (ldquoEscroweerdquo) shall hold the
Downpayment in escrow in a segregated bank account at the depository identified at the
end of this Contract until Closing or sooner termination of this Contract and shall pay
over or apply the Downpayment in accordance with the terms of this para 16 Escrowee
shall hold the Downpayment in a(n) interest-bearing Escrow account for the benefit of
the parties If interest is held for the benefit of the parties it shall be paid to the party
entitled to the Downpayment and the party receiving the interest shall pay any income
taxes thereon If interest is not held for the benefit of the parties the Downpayment shall
be placed in an IOLA account or as otherwise permitted or required by law The Social
Security or Federal Identification numbers of the parties shall be furnished to Escrowee
upon request At Closing the Downpayment shall be paid by Escrowee to Seller If for
any reason Closing does not occur and either party gives Notice (as defined in paragraph
14) to Escrowee demanding payment of the Downpayment Escrowee shall give prompt
Notice to the other party of such demand If Escrowee does not receive Notice of
objection from such other party to the proposed payment within 10 business days after
the giving of such Notice Escrowee is hereby authorized and directed to make such
payment If Escrowee does receive such Notice of objection within such 10 day period or
if for any other reason Escrowee in good faith shall elect not to make such payment
Escrowee shall continue to hold such amount until otherwise directed by Notice from the
parties to this Contract or a final nonappealable judgment order or decree of a court
However Escrowee shall have the right at any time to deposit the Downpayment with the
clerk of a court in the county in which the Unit is located and shall give Notice of such
deposit to Seller and Purchaser Upon such deposit or other disbursement in accordance
with the terms of this para 16 Escrowee shall be relieved and discharged of all further
obligations and responsibilities hereunder
(b) The parties acknowledge that Escrowee is acting solely as a
stakeholder at their request and for their convenience and that Escrowee shall not be
liable to either party for any act or omission on its part unless taken or suffered in bad
faith or in willful disregard of this Contract or involving gross negligence on the part of
Escrowee Seller and Purchaser jointly and severally (with right of contribution) agree to
- 9 -
defend (by attorneys selected by Escrowee) indemnify and hold Escrowee harmless from
and against all costs claims and expenses (including reasonable attorneysrsquo fees) incurred
in connection with the performance of Escroweersquos 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 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 Escroweersquos agreement to the provisions of this para 16 by signing in
the place indicated in this Contract
(e) Escrowee or any member of its firm shall be permitted to act as
counsel for Seller in any dispute as to the disbursement of the Downpayment or any other
dispute between the parties whether or not Escrowee is in possession of the
Downpayment and continues to act as Escrowee
(f) The party whose attorney is Escrowee shall be liable for loss of the
Downpayment
17 FIRPTA Seller represents and warrants to Purchaser that Seller is not a
ldquoforeign personrdquo as defined in IRC sect 1445 as amended and the regulations issued
thereunder (ldquoCode Withholding Sectionrdquo) At the Closing Seller shall deliver to
Purchaser a certificate stating that Seller is not a foreign person in the form then required
by the Code Withholding Section or a withholding certificate from the Internal Revenue
Service In the event Seller fails to deliver the aforesaid certificate or in the event that
Purchaser is not entitled under the Code Withholding Section to rely on such certificate
Purchaser shall deduct and withhold from the Purchase Price a sum equal to 10 thereof
and shall at Closing remit the withheld amount with the required forms to the Internal
Revenue Service
18 Title Report Acceptable Title (a) Purchaser shall promptly after the date
hereof or after receipt of the mortgage commitment letter if applicable order a title
insurance report from the Title Company Promptly after receipt of the title report and
thereafter of any continuations thereof and supplements thereto Purchaser shall forward a
copy of each such report continuation or supplement to the attorney for Seller Purchaser
shall further notify Sellerrsquos attorney of any other objections to title not reflected in such
title report of which Purchaser becomes aware following the delivery of such report
reasonably promptly after becoming aware of such objections
(b) Any unpaid taxes assessments water charges and sewer rents
together with the interest and penalties thereon to a date not less than two days following
- 10 -
the date of Closing and any other liens and encumbrances which Seller is obligated to
pay and discharge or which are against corporations estates or other persons in the chain
of title together with the cost of recording or filing any instruments necessary to
discharge such liens and encumbrances of record may be paid out of the proceeds of the
monies payable at the Closing if Seller delivers to Purchaser at the Closing official bills
for such taxes assessments water charges sewer rents interest and penalties and
instruments in recordable form sufficient to discharge any other liens and encumbrances
of record Upon request made a reasonable time before the Closing Purchaser shall
provide at the Closing separate checks for the foregoing payable to the order of the holder
of any such lien charge or encumbrance and other wise complying with subpara 3(b) If
the Title Company is willing to insure Purchaser that such charges liens and
encumbrances will not be collected out of or enforced against the Unit and is willing to
insure the lien of Purchaserrsquos Institutional Lender (as hereinafter defined) free and clear
of any such charges liens and encumbrances then Seller shall have the right in lieu of
payment and discharge to deposit with the Title Company such funds or to give such
assurances or to pay such special or additional premiums as the Title Company may
require in order to so insure In such case the charges liens and encumbrances with
respect to which the Title Company has agreed so to insure shall not be considered
objections to title
(c) Seller shall convey and Purchaser shall accept fee simple title to the
Unit in accordance with the terms of this Contract subject only to (a) the Permitted
Exceptions and (b) such other matters as (i) the Title Company or any other title insurer
licensed to do business by the State of New York shall be willing without special or
additional premium to omit as exceptions to coverage or to except with insurance against
collection out of or enforcement against the Unit and (ii) shall be accepted by any lender
which has committed in writing to provide mortgage financing to Purchaser for the
purchase of the Unit (ldquoPurchaserrsquos Institutional Lenderrdquo) except that if such
acceptance by Purchaserrsquos Institutional Lender is unreasonably withheld or delayed such
acceptance shall be deemed to have been given
(d) Notwithstanding any contrary provisions in this Contract express or
implied or any contrary rule of law or custom if Seller shall be unable to convey the
Unit in accordance with this Contract (provided that Seller shall release discharge or
otherwise cure at or prior to Closing any matter created by Seller after the date hereof and
any existing mortgage unless this sale is subject to it) and if Purchaser elects not to
complete this transaction without abatement of the Purchase Price the sole obligation and
liability of Seller shall be to refund the Downpayment to Purchaser together with the
reasonable cost of the examination of title to and departmental violation searches in
respect of the Unit and upon the making of such refund and payment this Contract shall
be deemed cancelled and of no further force or effect and neither party shall have any
further rights against or obligations or liabilities to the other by reason of this Contract
However nothing contained in this subpara 18(d) shall be construed to relieve Seller
from liability due to a willful default
- 11 -
19 Risk of Loss Casualty (a) The risk of loss or damage to the Unit or the
personal property included in this sale by fire or other casualty until the earlier of the
Closing or possession of the Unit by Purchaser is assumed by Seller but without any
obligation of Seller to repair or replace any such loss or damage unless Seller elects to do
so as hereinafter provided Seller shall notify Purchaser of the occurrence of any such
loss or damage to the Unit or the personal property included in this sale within 10 days
after such occurrence or by the date of Closing whichever first occurs and by such
notice shall state whether or not Seller elects to repair or restore the Unit andor the
personal property as the case may be If Seller elects to make such repairs and
restorations Sellerrsquos notice shall set forth an adjourned date for the Closing which shall
be not more than 60 days after the date of the giving of Sellerrsquos notice If Seller either
does not elect to do so or having elected to make such repairs and restorations fails to
complete the same on or before said adjourned date for the Closing Purchaser shall have
the following options
(i) To declare this Contract cancelled and of no further force or
effect and receive a refund of the Downpayment in which event neither party shall
thereafter have any further rights against or obligations or liabilities to the other by
reason of this Contract or
(ii) To complete the purchase in accordance with this Contract
without reduction in the Purchase Price except as provided in the next sentence If Seller
carries hazard insurance covering such loss or damage Seller shall turn over to Purchaser
at the Closing the net proceeds actually collected by Seller under the provisions of such
hazard insurance policies to the extent that they are attributable to loss of or damage to
any property included in this sale less any sums theretofore expended by Seller in
repairing or replacing such loss or damage or in collecting such proceeds and Seller shall
assign (without recourse to Seller) Sellerrsquos right to receive any additional insurance
proceeds which are attributable to the loss of or damage to any property included in this
sale
(b) If Seller does not elect to make such repairs and restorations
Purchaser may exercise the resulting option under (i) or (ii) of (a) above only by notice
given to Seller within 10 days after receipt of Sellerrsquos notice If Seller elects to make such
repairs and restorations and fails to complete the same on or before the adjourned closing
date Purchaser may exercise either of the resulting options within 10 days after the
adjourned closing date
(c) In the event of any loss of or damage to the Common Elements which
materially and adversely affects access to or use of the Unit arising after the date of this
Contract but prior to the Closing Seller shall notify Purchaser of the occurrence thereof
within 10 days after such occurrence or by the date of Closing whichever occurs first in
which event Purchaser shall have the following options
- 12 -
(i) To complete the purchase in accordance with this Contract
without reduction in the Purchase Price or
(ii) To adjourn the Closing until the first to occur of (1)
completion of the repair and restoration of the loss or damage to the point that there is no
longer a materially adverse effect on the access to or use of the Unit or (2) the 60th day
after the date of the giving of Sellerrsquos aforesaid notice In the event Purchaser elects to
adjourn the Closing as aforesaid and such loss or damage is not so repaired and restored
within 60 days after the date of the giving of Sellerrsquos aforesaid notice then Purchaser
shall have the right either to (x) complete the purchase in accordance with this Contract
without reduction in the Purchase Price or (y) declare this Contract cancelled and of no
further force or effect and receive a refund of the Downpayment in which latter event
neither party shall thereafter have any further rights against or obligations or liabilities
to the other by reason of this Contract
(d) In the event of any loss of or damage to the Common Elements which
does not materially and adversely affect access to or use of the Unit Purchaser shall
accept title to the Unit in accordance with this Contract without abatement of the
Purchase Price
20 Internal Revenue Service Reporting Requirement Each party shall
execute acknowledge and deliver to the other party such instruments and take such other
actions as such other party may reasonably request in order to comply with IRC sect
6045(e) as amended or any successor provision or any regulations promulgated pursuant
thereto insofar as the same requires reporting of information in respect of real estate
transactions The provisions of this para 20 shall survive the Closing The parties
designate _________________________________ as the attorney responsible for
reporting this information as required by law
21 Broker Seller and Purchaser represent and warrant to each other that the only
real estate broker with whom they have dealt in connection with this Contract and the
transaction set forth herein is ______________________________ and that they know of
no other real estate broker who has claimed or may have the right to claim a commission
in connection with this transaction The commission of such real estate broker shall be
paid by Seller pursuant to separate agreement If no real estate broker is specified above
the parties acknowledge that this Contract was brought about by direct negotiation
between Seller and Purchaser and each represents to the other that it knows of no real
estate broker entitled to a commission in connection with this transaction Seller and
Purchaser shall indemnify and defend each other against any costs claims or expenses
(including reasonable attorneysrsquo fees) arising out of the breach on their respective parts of
any representation warranty or agreement contained in this para 21 The provisions of
this para 21 shall survive the Closing or if the Closing does not occur the termination of
this Contract
- 13 -
22 Mortgage Commitment Contingency (Delete paragraph if inapplicable) (a)
The obligation of Purchaser to purchase under this Contract is conditioned upon issuance
on or before ____________ days after a fully executed copy of this Contract is given to
Purchaser or Purchaserrsquos attorney in the manner set forth in paragraph 14 or
subparagraph 22(k) (the ldquoCommitment Daterdquo) 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 Purchasers sole cost and expense of $______________ for a term of at least _______
years (or such lesser sum or shorter term as Purchaser shall be willing to accept) at the
prevailing fixed or adjustable rate of interest and on other customary commitment terms
(the ldquoCommitmentrdquo) To the extent a Commitment is conditioned on the sale of
Purchaserrsquos current home payment of any outstanding debt no material adverse change
in Purchaserrsquos 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 Lenderrsquos approval of an appraisal shall not be deemed a ldquoCommitmentrdquo
hereunder until an appraisal is approved (and if that does not occur before the
Commitment Date Purchaser may cancel under subparagraph 22(e) unless the
Commitment Date is extended) Purchaserrsquos 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 Purchaserrsquos
election more than one Institutional Lender for such mortgage loan (ii) furnish accurate
and complete information regarding Purchaser and members of Purchaserrsquos 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 22(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 (ldquoMortgage Brokerrdquo) shall constitute full compliance with
the terms and conditions set forth in subparagraph 22(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 22
- 14 -
(e) If no Commitment is issued by the 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 22(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 22
(f) If this Contract is canceled by Purchaser pursuant to subparagraphs
22(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 21
(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 22(a) then Purchaser shall be deemed to have waived
Purchaserrsquos right to cancel this Contract and to receive a refund of the Downpayment by
reason of the contingency contained in this paragraph 22
(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 of its obligations under this
paragraph 22) and except as set forth in paragraph 21
(i) The attorneys for the parties are hereby authorized to give and receive
on behalf of their clients all Notices and deliveries under this paragraph 22
(j) For purposes of this Contract the term ldquoInstitutional Lenderrdquo 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
(k) For purposes of subparagraph (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
- 15 -
23 Gender Etc As used in this Contract the neuter includes the masculine and
feminine the singular includes the plural and the plural includes the singular as the
context may require
24 Entire Contract All prior understandings and agreements between Seller and
Purchaser are merged in this Contract and this Contract supersedes any and all
understandings and agreements between the parties and constitutes the entire agreement
between them with respect to the subject matter hereof
25 Captions The captions in this Contract are for convenience and reference
only and in no way define limit or describe the scope of this Contract and shall not be
considered in the interpretation of this Contract or any provision hereof
26 No Assignment by Purchaser Purchaser may not assign this Contract or any
of Purchaserrsquos rights hereunder
27 Successors and Assigns Subject to the provisions of para 26 the provisions
of this Contract shall bind and inure to the benefit of both Purchaser and Seller and their
respective distributees executors administrators heirs legal representatives successors
and permitted assigns
28 No Oral Changes This Contract cannot be changed or terminated orally Any
changes or additional provisions must be set forth in a rider attached hereto or in a
separate written agreement signed by both parties to this Contract
29 Contract Not Binding Until Signed This Contract shall not be binding or
effective until properly executed and delivered by Seller and Purchaser
30 Lead-Based Paint If applicable the complete and fully executed disclosure
of information on lead-based paint andor lead-based paint hazards is attached hereto and
made a part hereof
IN WITNESS WHEREOF the parties hereto have duly executed this Contract
on the day and year first above written
Seller Purchaser
_________________________________ ____________________________________
- 16 -
Agreed to as to para 16 ________________________________
Giddins Claman LLP Escrowee
Escrow Depository
Address
SCHEDULE A - Permitted Exceptions
1 Zoning laws and regulations and landmark historic or wetlands designation
which are not violated by the Unit and which are not violated by the Common Elements
to the extent that access to or use of the Unit would be materially and adversely affected
2 Consents for the erection of any structure or structures on under or above any
street or streets on which the Building may abut
3 The terms burdens covenants restrictions conditions easements and rules
and regulations set forth in the Declaration By-Laws and rules and regulations of the
Condominium the Power of Attorney from Purchaser to the board of managers of the
Condominium and the floor plans of the Condominium all as may be amended from time
to time
4 Rights of utility companies to lay maintain install and repair pipes lines
poles conduits cable boxes and related equipment on over and under the Building and
Common Elements provided that none of such rights imposes any monetary obligation
on the owner of the Unit or materially interferes with the use of or access to the Unit
5 Encroachments of stoops areas cellar steps trim cornices lintels window
sills awnings canopies ledges fences hedges coping and retaining walls projecting
from the Building over any street or highway or over any adjoining property and
encroachments of similar elements projecting from adjoining property over the Common
Elements
6 Any state of facts which an accurate survey or personal inspection of the
Building Common Elements or Unit would disclose provided that such facts do not
prevent the use of the Unit for dwelling purposes For the purposes of this Contract none
of the facts shown on the survey if any identified below shall be deemed to prevent the
use of the Unit for dwelling purposes and Purchaser shall accept title subject thereto
- 17 -
The survey referred to in No 6 above was prepared by
___________________________ dated _____________________ and last revised
____________________
7 The lien of any unpaid common charge real estate tax water charge sewer
rent or vault charge provided the same are paid or apportioned at the Closing as herein
provided
8 The lien of any unpaid assessments to the extent of installments thereof
payable after the Closing
9 Liens encumbrances and title conditions affecting the Common Elements
which do not materially and adversely affect the right of the Unit owner to use and enjoy
the Common Elements
10 Notes or notices of violations of law or governmental orders ordinances or
requirements (a) affecting the Unit and noted or issued subsequent to the date of this
Contract by any governmental department agency or bureau having jurisdiction and (b)
any such notes or notices affecting only the Common Elements which were noted or
issued prior to or on the date of this Contract or at any time hereafter
11 Any other matters or encumbrances subject to which Purchaser is required to
accept title to the Unit pursuant to this Contract
ABOUT THE SPEAKERS
Lisa Lippman Senior Vice President and Director was the 1 broker at Brown Harris Stevens in 2009 With 13 years of experience selling real estate Lisa specializes in the sale of high end cooperatives condominiums and townhomes throughout Manhattan As is clear from her record even in tough times Lisa manages to both sell and find homes for her clients
Other awards Lisa has won in the last few years include
middotWall Street Journal top 400-Lisa was 11 in the nation and 2 in Manhattan 2009middotWall Street Journal top 50 brokers in America 2007middotBrown Harris Stevens Westside Office Broker of the Year All Years 2006 - 2009 middotBrown Harris Stevens Westside Office Listing Broker of the Year 2007 2008 2009middotBrown Harris Stevens Largest New Development Deal of the Year 2009
Prior to becoming a real estate broker Lisa spent several years as a lawyer practicing litigation at two prestigious law firms She graduated from The University of Pennsylvania in 1986 and earned her law degree from Cardozo in 1990 Lisarsquos legal background affords her a keen understanding of the negotiation process as well as the complexities needed to complete the deal
A New York City resident for 24 years Lisa offers impeccable knowledge of the market as it applies across all neighborhoods She has lived downtown on the Upper East Side and has now resided on the Upper West Side for the past 14 years Additionally as the mother of three children Lisa is personally involved in the decisions all buyers face in choosing a neighborhood and a home
Lisa takes pride in being a straight-forward intelligent and honest broker She understands the individual needs of each client as well as their comfort with the purchase andor sale process Her listening talents combined with her unbeatable memory work ethic and negotiation skills allow her to service her buyers and sellers most effectively Lisa is also active in the New York community including the UJA and her childrenrsquos school All of this enables her to offer a well-rounded approach to navigating the New York real estate landscape bringing to life the nuances and charms that the City and its real estate market have to offer
LISA LIPPMANSenior Vice PresidentDirector
Lisa Lippman bull 212- 588-5606 bull fax 212-418-9733 bull llippmanbhsusacom
GIDDINS bull CLAMAN LLP
Attorneys at Law
675 THIRD AVENUE
29TH
FLOOR
NEW YORK NEW YORK 10017
(212)573-6703
FAX (212)949-1923 Paul M Giddins
Scott Claman
Giddins Claman LLP ndash Firm Biography
Giddins Claman LLP (formerly Giddins Claman amp Langs LLP) was
established in 1988 by Paul M Giddins formerly an Assistant District Attorney in
the New York County District Attorneyrsquos Office For over 20 years the firm has
specialized in real estate matters in the New York City metropolitan area with an
active transactional real estate practice Mr Giddins has specialized in residential
real estate during that time In addition to purchase sale and refinance transactions
Mr Giddins represents cooperative apartment boards of directors and condominium
boards of managers Mr Giddins also regularly gives lectures and seminars on real
estate matters for many of the prominent real estate brokerage firms in New York
Scott Claman has been in the practice of law in New York for over 26 years
and joined the firm as a member in 1996 having previously been a partner at a law
firm that specialized in the representation of cooperative apartment boards of
directors and condominium boards of managers Mr Claman is regularly engaged
in a variety of transactional real estate matters ranging from commercial leasing
mortgage financing and asset dispositions to individual apartment and house sales
In addition to individual and institutional owners of residential and commercial real
estate Mr Claman also represents cooperative apartment boards of directors and
condominium boards of managers and has given numerous lectures and seminars
on real estate matters for the Real Estate Board of New York and for many of the
prominent real estate brokerage firms in New York
Steven M Nachman serves as Of Counsel to the firm in connection with
commercial and general litigation matters Mr Nachman formerly associated with
the firm of Stroock amp Stroock amp Lavan has over 20 years of civil litigation
experience
Giddins Claman LLP is proud to provide our clients with the benefits of our
collective experience as seasoned litigators and transactional real estate specialists
while maintaining our personal commitment to represent our clients in a manner
associated with a smaller practice
ManhattanResidential Market Report
Fourth Quarter 2010
Manhattan Cooperatives and Condominiums
2 Fourth Quarter 2010
Average and Median Sale Price
Cooperative Average Sale Price
Condominium Average Sale Price
Cover Property BrownHarrisStevenscom WEB272151
Average Sale Price Median Sale Price
Prices for Manhattan apartments continued to edge upward
as their average sale price of $1432787 was 8 higher
than a year ago This marked the sixth straight quarter that
the average price has risen While the number of recorded
transactions fell 25 from a year ago the fourth quarter of 2009
was uncharacteristically busy due to pent-up demand after the
collapse of Lehman Brothers had frozen the market earlier that year
The average co-op price continued to rise sharply as
more buyers favored larger apartments compared to a year ago Two-bedroom and larger
units accounted for 45 of co-op sales up from 40 a year ago This helped push
the overall average co-op price up 17 from 2009rsquos fourth
quarter to $1158333
Condo prices averaged $1751219 during the fourth
quarter 1 higher than a year ago One-bedrooms posted the
biggest increase in average price rising 9 over the past year
to $844964
Studio 1-Bedroom 2-Bedroom 3+Bedroom All
4th Q 10 $342545 $593718 $1231116 $3150700 $1158333
3rd Q 10 $366086 $606444 $1206257 $3049980 $1156733
2nd Q 10 $356696 $597311 $1301392 $2872496 $1065814
1st Q 10 $334307 $587538 $1132150 $3098881 $1079195
4th Q 09 $345725 $585238 $1133967 $3001012 $990921
Studio 1-Bedroom 2-Bedroom 3+Bedroom All
4th Q 10 $495002 $844964 $1637638 $4567750 $1751219
3rd Q 10 $495876 $809514 $1596021 $3835376 $1724180
2nd Q 10 $464559 $840829 $1570772 $3922994 $1686690
1st Q 10 $529970 $819785 $1608375 $4250098 $1730415
4th Q 09 $554568 $772525 $1583362 $4574080 $1732362
Average Sale Price Median Sale Price
$1600000
$1400000
$1200000
$1000000
$800000
$400000
$600000
$1369883 $820000
1Q10
$1324504 $800000
4Q09
$1432787 $840000
4Q10
$1423378 $890000
3Q10
$1377135 $842779
2Q10
Fourth Quarter 2010 3
New Developments Lofts
Time on the Market
Excludes new developments and units listed over one year Based on the last asking price Excludes new developments
Average Price Per Square Foot
New development prices averaged $1099 per square foot 11 less than during the fourth quarter of 2009 This was due in part to an increase in the percent of new development sales in Northern Manhattan from 9 a year ago to 15 At $1052 the average price per square foot for loft apartments was 3 higher than during 2009rsquos fourth quarter
Apartments sold during the quarter spent an average of 113 days on the market 14 less time than a year ago Sellers received 955 of the last asking price up slightly from the fourth quarter of 2009
Asking Vs Selling Price
$700
$900
$1100
$1300 $1099
4Q10
$1238
4Q09
$1146
1Q10 2Q10
$1176
$700
$900
$1100
$1300 $1052
4Q10
$1017
4Q09
$1037
1Q10
$1066
2Q10
$1112
3Q10
$1077
3Q10
75 days
100 days
125 days
150 days 113
4Q10
132
4Q09
119
1Q10
112
2Q10
85
90
95
100 955
4Q10
954
4Q09
962
1Q10
97
3Q10
959
3Q10
966
2Q10
Generally 59th to 96th Street Fifth Avenue to the East River
Cooperative Condominium
East sidE
4 Fourth Quarter 2010
Average Price Per Square Foot
At an average of $1581971 prices for two-bedroom East Side
apartments were 14 higher than a year ago The average price fell
13 for three-bedroom and larger apartments due in part to 2 closings
of over $30 million a year ago inflating that figure Co-ops fared better than condos as the average
price per room rose for both prewar and postwar co-ops over the past year
while the average condo price per square foot fell
Average Price Per Room
4Q09 4Q10
Studio 1-Bedroom 2-Bedroom 3+Bedroom
Percent of Sales
4th Q 09 10 35 36 19
4th Q 10 11 39 28 22
Average Price
4th Q 09 $351462 $647300 $1383364 $4146087
4th Q 10 $355459 $647207 $1581971 $3605513
Change 1 0 14 -13
$100000
$300000
$150000
$200000
$250000
$350000
$400000
$50000
$200
$1000
$400
$600
$800
$1200
$1400
$0
Postwar
$204713 $210559
Prewar
$348425 $383335
4Q10
$1126
4Q09
$1168
Generally 59th to 110th Street Hudson River to West of Fifth Avenue
WEst sidE
Fourth Quarter 2010 5
Cooperative CondominiumAverage Price Per Room Average Price Per Square Foot
With the exception of studios prices rose for all other size categories of apartments on
the West Side led by a 21 gain in the average price for
three-bedroom and larger units This increase was helped by
535 West End Avenue whose three-bedroom closing prices averaged over $115 million
in the fourth quarter Co-ops remained strong as the average
price per room rose 21 for prewar and 12 for postwar co-ops on the West Side The average condo price per square
foot rose 3 to $1309 making the West Side the only
area where both co-op and condo prices were higher
than a year ago
4Q09 4Q10
Studio 1-Bedroom 2-Bedroom 3+Bedroom
Percent of Sales
4th Q 09 10 37 37 16
4th Q 10 8 33 38 21
Average Price
4th Q 09 $417466 $656421 $1326640 $3325062
4th Q 10 $391228 $766529 $1378920 $4030338
Change -6 17 4 21
$125000
$225000
$150000
$175000
$200000
$250000
$275000
$100000
$200
$1000
$400
$600
$800
$1200
$1400
$0
4Q09
$1267
4Q10
$1309
Prewar
$215967 $260653
Postwar
$189264 $212348
MidtoWn East Generally 34th to 59th Street Fifth Avenue to the East River
MidtoWn
MidtoWn WEst Generally 34th to 59th Street Hudson River to West of Fifth Avenue
6 Fourth Quarter 2010
Cooperative Condominium
Cooperative Condominium
Average Price Per Room Average Price Per Square Foot
Average Price Per Room Average Price Per Square Foot
A couple of high-end closings at The Plaza and One Beacon Court helped bring the average condo price per square foot 27 higher in the Midtown East market compared
to a year ago The average price per room fell 5 for prewar while rising
8 for postwar co-ops
The average price per square foot rose 12 for condos over the
past year in the Midtown West market A number of closings at The Sheffield and Platinum
helped bring up this figure The average price per room fell for
both prewar and postwar co-ops in this market compared
to a year ago
$175000
$100000
$125000
$150000
$200000
$225000
$1000
$250
$500
$750
$1250
$1500
4Q09 4Q10
$212198 $200857
Prewar
$188662 $204639
Postwar
$1171
4Q09
$1485
4Q10
$252044 $199029 $231213 $221850 $1180$1055
4Q10Prewar Postwar 4Q09
$1000
$250
$500
$750
$1250
$1500
4Q09 4Q10
$200000
$50000
$100000
$150000
$250000
$300000
Cooperative Condominium
Fourth Quarter 2010 7
Average Price Per Room Average Price Per Square Foot
South of 34th Street
doWntoWn
While the average price fell 23 for three-bedroom and
larger apartments Downtown from a year ago a large
number of closings at the Superior Ink building inflated 2009rsquos figure This also is a reason why the overall condo
price per square foot fell 10 from a year ago The average
co-op price per room rose 13 for prewar and 4 for
postwar units from 2009rsquos fourth quarter
4Q09 4Q10
Studio 1-Bedroom 2-Bedroom 3+Bedroom
Percent of Sales
4th Q 09 17 43 28 12
4th Q 10 16 41 31 12
Average Price
4th Q 09 $452722 $704292 $1615877 $4665379
4th Q 10 $444618 $741919 $1581625 $3605513
Change -2 5 -2 -23
Prewar
$208503 $235826
Postwar
$188600 $195854
$100000
$200000
$125000
$150000
$175000
$225000
$250000
$75000
$800
$1200
$900
$1000
$1100
$1300
$1400
$700
4Q09
$1326
4Q10
$1194
Cooperative CondominiumAverage Price Per Room Average Price Per Square Foot
Generally North of 96th Street on the East Side and 110th Street on the West Side
NEW YORK CITY bull PALM BEACH bull THE HAMPTONS bull NORTH FORK 2129069200
EAST SIDE445 Park AvenueHall F Willkie PresidentRuth McCoy EVPManaging Director of Sales
UPPER EAST SIDE1121 Madison AvenuePeter R Marra EVPManaging Director of Sales
EDWARD LEE CAVE DIVISION790 Madison AvenueCaroline E Y GuthriePresident
WEST SIDE1926 BroadwayJames M Gricar EVP Managing Director of Sales
BROOKLYN HEIGHTS129 Montague StreetChristopher Thomas EVPManaging Director of Sales
PARK SLOPE100 Seventh AvenueMaryAnn Albano EVPManaging Director of Sales
NEW DEVELOPMENT445 Park Avenue James M GricarManaging DirectorBrown Harris Stevens On-Site Marketing and Sales
Prepared by Gregory Heym Chief Economist Brown Harris Stevenscopy2010 by Brown Harris Stevens All Rights Reserved This information may not be copied used or distributed without Brown Harris Stevensrsquo consent While information is believed true no guaranty is made of accuracy
While the average price fell for three-bedroom and larger apartments it was higher for
all other size categories in Northern Manhattan Condo
prices rose slightly as their average price per square foot of $566 was up 1 from a
year ago The average price per room fell for both prewar and
postwar co-ops compared to a year ago
This report is based on 1901 reported Manhattan apartment sales 25 less than were reported during last yearrsquos comparable period
VILLAGE2 Fifth AvenueKevin Kovesci EVPManaging Director of Sales
TRIBECA43 North MooreKevin Kovesci EVPManaging Director of Sales
northErn Manhattan
Studio 1-Bedroom 2-Bedroom 3+Bedroom
Percent of Sales
4th Q 09 6 35 43 16
4th Q 10 8 38 38 16
Average Price
4th Q 09 $227611 $352759 $567332 $1101778
4th Q 10 $319798 $394509 $577071 $710832
Change 41 12 2 -35
$100
$500
$200
$300
$400
$600
$700
$0
4Q09 4Q10
4Q09
$563
4Q10
$566
$70000
$110000
$80000
$90000
$100000
$120000
$130000
$60000
Prewar
$120601 $97757
Postwar
$110104 $106330
Faculty Biographies
REAL PROPERTY SECTION gt Officer Bio
Chair Leo Genn Esq
Office Address Northside Center for Child Development 1301 Fifth Ave New York NY 10029-3119
Phone 212-426-3406 Fax 212-410-7561 Email lgenn_esqyahoocom
After working briefly as a litigator Mr Genn became House Counsel at NorthsideCenter for Child Development a Manhattan-based not for profit where he handles contract negotiations commercial leasing property management and insurance issues Mr Genn also writes government grants Before law school Mr Genn spent eight years managing commercial and residential real estate in New York City Mr Genn has also worked for New York Citys Office of Economic Development In March 2002 Mr Genns article on the notice requirements in foreclosure proceedings appeared on thecover of the New York Real Estate Law Reporter Mr Gennrsquos favorite law quote is Oliver Wendell Holmes remark A word is not a crystal transparent and unchanged it isthe skin of a living thought and may vary greatly in color and content according to thecircumstances and time in which it is used Mr Gennrsquos favorite case is Raffles v
ichelhaus and his favorite legal fiction is promissory estoppel W
Paul M Giddins Partner
Giddins Claman LLP Paul M Giddins is a partner at Giddins Claman LLP a law firm in New York City Mr Giddins received a Bachelor of Arts degree from Trinity College- Hartford and a law degree from American University Washington School of Law
LISA LIPPMAN | Senior Vice President Director | Licensed Associate Real Estate Broker
printer friendly page
1926 Broadway New York NY 10023 Tel (212) 588-5606 Fax (212) 418-9733 llippmanbhsusacom download contact info view current listings view sold listings
FEATURED PROPERTY - UPPER EAST SIDE
2COOPERATIVE
25 EAST 79TH STREET
rice $1299000
isting ID 1127158
PBedrooms 2 Baths 20 L
Lisa Lippman Senior Vice President and Director was the 1 broker at Brown Harris Stevens in 2009 With 13 years of experience selling real estate Lisa specializes in the sale of high end cooperatives condominiums and townhomes throughout Manhattan As is clear from her record even in tough times Lisa manages to both sell and find homes for her clients Other awards Lisa has won in the last few years include middotWall Street Journal top 400-Lisa was 11 in the nation and 2 in Manhattan 2009 middotWall Street Journal top 50 brokers in America 2007 middotBrown Harris Stevens Westside Office Broker of the Year All Years 2006 - 2009 middotBrown Harris Stevens Westside Office Listing Broker of the Year 2007 2008 2009 middotBrown Harris Stevens Largest New Development Deal of the Year 2009 Prior to becoming a real estate broker Lisa spent several years as a lawyer practicing litigation at two prestigious law firms She graduated from The University of Pennsylvania in 1986 and earned her law degree from Cardozo in 1990 Lisas legal background affords her a keen understanding of the negotiation process as well as the complexities needed to complete the deal A New York City resident for 24 years Lisa offers impeccable knowledge of the market as it applies across all neighborhoods She has lived downtown on the Upper East Side and has now resided on the Upper West Side for the past 14 years Additionally as the mother of three children Lisa is personally involved in the decisions all buyers face in choosing a neighborhood and a home Lisa takes pride in being a straight-forward intelligent and honest broker She understands the individual needs of each client as well as their comfort with the purchase andor sale process Her listening talents combined with her unbeatable memory work ethic and negotiation skills allow her to service her buyers and sellers most effectively Lisa is also active in the New York community including the UJA and her childrens school All of this enables her to offer a well-rounded approach to navigating the New York real estate landscape bringing to life the nuances and charms that the City and its real estate market have to offer
specific performance because the Unit and possession thereof cannot be duplicated 133 Subject to the provisions of para 43 each Party indemnifies and holds harmless the other against and from any claim judgment loss liability cost or expense resulting from the indemnitors breach of any of its representations or covenants stated to survive Closing cancellation or termination of this Contract Purchaser indemnifies and holds harmless Seller against and from any claim judgment loss liability cost or expense resulting from the Lease obligations accruing from and after the Closing Each indemnity includes without limitation reasonable attorneys fees and disbursements court costs and litigation expenses arising from the defense of any claim and enforcement or collection of a judgment under this indemnity provided the indemnitee is given Notice and opportunity to defend the claim This para 133 shall survive Closing cancellation or termination of this Contract 134 In the event any instrument for the payment of the Contract Deposit fails of collection Seller shall have the right to sue on the uncollected instrument In addition such failure of collection shall be a default under this Contract provided Seller gives Purchaser Notice of such failure of collection and within 3 business days after Notice is given Escrowee does not receive from Purchaser an unendorsed good certified check bank check or immediately available funds in the amount of the uncollected funds Failure to cure such default shall entitle Seller to the remedies set forth in Paragraph 131 and to retain all sums as may be collected andor recovered 14 Entire Agreement Modification 141 All prior oral or written representations understandings and agreements had between the Parties with respect to the subject matter of this Contract and with the Escrowee as to para 27 are merged in this Contract which alone fully and completely expresses the Parties and Escrowees agreement 142 The Attorneys may extend in writing any of the time limitations stated in this Contract Any other provision of this Contract may be changed or waived only in writing signed by the Party or Escrowee to be charged 15 Removal of Liens and Judgments 151 Purchaser shall deliver or cause to be delivered to Seller or Sellers Attorney not less than 10 calendar days prior to the Scheduled Closing Date a Lien and Judgment search except that Liens or Judgments first disclosed in a continuation search shall be reported to Seller within 2 business days after receipt thereof but not later than the Closing Seller shall have the right to adjourn the Closing pursuant to para 16 to remove any such Liens and Judgments Failure by Purchaser to timely deliver such search or continuation search shall not constitute a waiver of Sellers covenants in para 4 as to Liens and Judgments However if the Closing is adjourned solely by reason of untimely delivery of the Lien and Judgment search the apportionments under Paragraph 113 shall be made as of 1159 PM of the day preceding the Scheduled Closing Date in para 115 152 Seller at Sellers expense shall obtain and deliver to the Purchaser the documents and payments necessary to secure the release satisfaction termination and discharge or removal of record of any Liens and Judgments Seller may use any portion of the Purchase Price for such purposes 153 This para 15 shall survive Closing 16 Sellers Inability 161 If Seller shall be unable to transfer the items set forth in para 21 in accordance with this Contract for any reason other than Sellers failure to make a required payment or other willful act or omission then Seller shall have the right to adjourn the Closing for periods not exceeding 60 calendar days in the aggregate but not extending beyond the expiration of Purchasers Loan Commitment Letter if para 1201 or 1202 applies 162 If Seller does not elect to adjourn the Closing or (if adjourned) on the adjourned date of Closing Seller is still unable to perform then unless Purchaser elects to proceed with the Closing without abatement of the Purchase Price either Party may cancel this Contract on Notice to the other Party given at any time thereafter 163 In the event of such cancellation the sole liability of Seller shall be to cause the Contract Deposit to be refunded to Purchaser and to reimburse Purchaser for the actual costs incurred for Purchases lien and title search if any
17 Notices and Contract Delivery 171 Any notice or demand (Notice) shall be in writing and delivered either by hand overnight delivery or certified or registered mail return receipt requested to the Party or and simultaneously in like manner to such Partys Attorney if any and to Escrowee at their respective addresses or to such other address as shall hereafter be designated by Notice given pursuant to this para 17 172 The Contract may be delivered as provided in para 171 or by ordinary mail 173 The Contract or each Notice shall be deemed given and received 1731 on the day delivered by hand 1732 on the business day following the date sent by overnight delivery 1733 on the 5th business day following the date sent by certified or registered mail or 1734 as to the Contract only 3 business days following the date of ordinary mailing 174 A Notice to Escrowee shall be deemed given only upon actual receipt by Escrowee 175 The Attorneys are authorized to give and receive any Notice on behalf of their respective clients 176 Failure or refusal to accept a Notice shall not invalidate the Notice 177 Notice pursuant to parapara 222 and 134 may be delivered by confirmed facsimile to the Partys Attorney and shall be deemed given when transmission is confirmed by senders facsimile machine 18 Financing Provisions 181 The provisions of parapara 181 and 182 are applicable only if para 1201 or 1202 applies 1811 An Institutional Lender is any of the following that is authorized under Federal or New York State law to issue a loan secured by the Shares and Lease and is currently extending similarly secured loan commitments in the county in which the Unit is located a bank savings bank savings and loan association trust company credit union of which Purchaser is a member mortgage banker insurance company or governmental entity 1812 A Loan Commitment Letter is a written offer from an Institutional Lender to make a loan on the Financing Terms (see para 1 2 1) at prevailing fixed or adjustable interest rates and on other customary terms generally being offered by Institutional Lenders making cooperative share loans An offer to make a loan conditional upon obtaining an appraisal satisfactory to the Institutional Lender shall not become a Loan Commitment Letter unless and until such condition is met An offer conditional upon any factor concerning Purchaser (eg sale of current home payment of outstanding debt no material adverse change in Purchasers financial condition etc) is a Loan Commitment Letter whether or not such condition is met Purchaser accepts the risk that and cannot cancel this Contract if any condition concerning Purchaser is not met 182 Purchaser directly or through a mortgage broker registered pursuant to Article 12-D of the Banking Law shall diligently and in good faith 1821 apply only to an Institutional Lender for a loan on the Financing Terms (see para 121) on the form required by the Institutional Lender containing truthful and complete information and submit such application together with such documents as the Institutional Lender requires and pay the applicable fees and charges of the Institutional Lender all of which shall be performed within 5 business days after the Delivery Date 1822 promptly submit to the Institutional Lender such further references data and documents requested by the Institutional Lender and 1823 accept a Loan Commitment Letter meeting the Financing Terms and comply with all requirements of such Loan Commitment Letter (or any other loan commitment letter accepted by Purchaser) and of the Institutional Lender in order to close the loan and 1824 furnish Seller with a copy of the Loan Commitment Letter promptly after Purchasers receipt thereof 1825 Purchaser is not required to apply to more than one Institutional Lender 183 If Paragraph 1201 applies then 1831 provided Purchaser has complied with all applicable provisions of para 182 and this para 183 Purchaser may cancel this Contract as set forth below if
18311 any Institutional Lender denies Purchasers application in writing prior to the Loan Commitment Date (see Paragraph 121) or 18312 a Loan Commitment Letter is not issued by the Institutional Lender on or before the Loan Commitment Date or 18313 any requirement of the Loan Commitment Letter other than one concerning Purchaser is not met (eg failure of the Corporation to execute and deliver the Institutional Lenders recognition agreement or other document financial condition of the Corporation owner occupancy quota etc) or 18314 (i) the Closing is adjourned by Seller or the Corporation for more than 30 business days from the Scheduled Closing Date and (ii) the Loan Commitment Letter expires on a date more than 30 business days after the Scheduled Closing Date and before the new date set for Closing pursuant to this para and (iii) Purchaser is unable in good faith to obtain from the Institutional Lender an extension of the Loan Commitment Letter or a new Loan Commitment Letter on the Financing Terms without paying additional fees to the Institutional Lender unless Seller agrees by Notice to Purchaser within 5 business days after receipt of Purchasers Notice of cancellation on such ground that Seller will pay such additional fees and Seller pays such fees when due Purchaser may not object to an adjournment by Seller for up to 30 business days solely because the Loan Commitment Letter would expire before such adjourned Closing date 1832 Purchaser shall deliver Notice of cancellation to Seller within 5 business days after the Loan Commitment Date if cancellation is pursuant to para 18311 or 18312 and on or prior to the Scheduled Closing Date if cancellation is pursuant to para 18313 or 18314 1833 If cancellation is pursuant to Paragraph 18311 then Purchaser shall deliver to Seller together with Purchasers Notice a copy of the Institutional Lenders written denial of Purchasers loan application If cancellation is pursuant to para 18313 then Purchaser shall deliver to Seller together with Purchasers Notice evidence that a requirement of the Institutional Lender was not met 1834 Seller may cancel this Contract by Notice to Purchaser sent within 5 days after the Loan Commitment Date if Purchaser shall not have sent by then either (i) Purchasers Notice of cancellation or (ii) a copy of the Loan Commitment Letter to Seller which cancellation shall become effective if Purchaser does not deliver a copy of such Loan Commitment Letter to Seller within 10 business days after the Loan Commitment Date 1835 Failure by either Purchaser or Seller to deliver Notice of cancellation as required by this para 183 shall constitute a waiver of the right to cancel under this para 183 1836 If this Contract is canceled by Purchaser pursuant to this para 183 then thereafter neither Party shall have any further rights against or obligations or liabilities to the other by reason of this Contract except that the Contract Deposit shall be promptly refunded to Purchaser and except as set forth in para 12 If this Contract is canceled by Purchaser pursuant to para 18314 then Seller shall reimburse Purchaser for any non-refundable financing and inspection expenses and other sums reimbursable pursuant to para 16 1837 Purchaser cannot cancel this Contract pursuant to 18314 and cannot obtain a refund of the Contract Deposit if the Institutional Lender fails to fund the loan 18371 because a requirement of the Loan Commitment Letter concerning Purchaser is not met (eg Purchasers financial condition or employment status suffers an adverse change Purchaser fails to satisfy a condition relating to the sale of an existing residence etc) or 18372 due to the expiration of a Loan Commitment Letter issued with an expiration date that is not more than 30 business days after the Scheduled Closing Date 19 SingularPlural and JointSeveral The use of the singular shall be deemed to include the plural and vice versa whenever the context so requires If more than one person constitutes Seller or Purchaser their obligations as such Party shall be joint and several 20 No Survival No representation andor covenant contained herein shall survive Closing except as expressly provided Payment of the Balance shall constitute a discharge and release by Purchaser of all of Sellers obligations hereunder except those expressly stated to survive Closing 21 Inspections
Purchaser and Purchasers representatives shall have the right to inspect the Unit within 48 hours prior to Closing and at other reasonable times upon reasonable request to Seller 22 Governing Law and Venue This Contract shall be governed by the laws of the State of New York without regard to principles of conflict of laws Any action or proceeding arising out of this Contract shall be brought in the county or Federal district where the Unit is located and the Parties hereby consent to said venue 23 No Assignment by Purchaser Death of Purchaser 231 Purchaser may not assign this Contract or any of Purchasers rights hereunder Any such purported assignment shall be null and void 232 This Contract shall terminate upon the death of all persons comprising Purchaser and the Contract Deposit shall be refunded to the Purchaser Upon making such refund and reimbursement neither Party shall have any further liability or claim against the other hereunder except as set forth in para 12 24 Cooperation of Parties 241 The Parties shall each cooperate with the other the Corporation and Purchasers Institutional Lender and title company if any and obtain execute and deliver such documents as are reasonably necessary to consummate this sale 242 The Parties shall timely file all required documents in connection with all governmental filings that are required by law Each Party represents to the other that its statements in such filings shall be true and complete This para 242 shall survive Closing 25 FIRPTA The parties shall comply with IRC sectsect 897 1445 and the regulations thereunder as same may be amended (FIRPTA) If applicable Seller shall execute and deliver to purchaser at Closing a Certification of Non-Foreign Status (CNS) or deliver a Withholding Certificate from the IRS If Seller fails to deliver a CNS or a Withholding Certificate Purchaser shall withhold from the Balance and remit to the IRS such sum as may be required by law Seller hereby waives any right of action against Purchaser on account of such withholding and remittance This para 25 shall survive Closing 26 Additional Requirements 261 Purchaser shall not be obligated to close unless all of the following requirements are satisfied at the time of the Closing 2611 the Corporation is in good standing 2612 the Corporation has fee or leasehold title to the Premises whether or not marketable or insurable and 2613 there is no pending in rem action tax certificatelien sale or foreclosure action of any underlying mortgage affecting the Premises 262 If any requirement in para 261 is not satisfied at the time of the Closing Purchaser shall give Seller Notice and if the same is not satisfied within a reasonable period of time thereafter then either Party may cancel this Contract (pursuant to para 163) by Notice 27 Escrow Terms 271 The Contract Deposit shall be deposited by Escrowee in an escrow account as set forth in para 124 and the proceeds held and disbursed in accordance with the terms of this Contract At Closing the Contract Deposit shall be paid by Escrowee to Seller If the Closing does not occur and either Party gives Notice to Escrowee demanding payment of the Contract Deposit Escrowee shall give prompt Notice to the other Party of such demand If Escrowee does not receive a Notice of objection to the proposed payment from such other Party within 10 business days after the giving of Escrowees Notice Escrowee is hereby authorized and directed to make such payment to the demanding party If Escrowee does receive such a Notice of objection within said period or if for any reason Escrowee in good faith elects not to make such payment Escrowee may continue to hold the Contract Deposit until otherwise directed by a joint Notice by the Parties or a final non-appealable judgment order or decree of a court of competent jurisdiction However Escrowee shall have the right at any time to deposit the Contract Deposit and the interest thereon if any with the clerk of a court in the county as set forth in para 22 and shall give Notice of such deposit to each Party Upon disposition of the Contract Deposit and
interest thereon if any in accordance with this para 27 Escrowee shall be released and discharged of all escrow obligations and liabilities 272 The Party whose Attorney is Escrowee shall be liable for loss of the Contract Deposit If the Escrowee is Sellers attorney then Purchaser shall be credited with the amount of the contract Deposit at Closing 273 Escrowee will serve without compensation Escrowee is acting solely as a stakeholder at the Parties request and for their convenience Escrowee shall not be liable to either Party for any act or omission unless it involves bad faith willful disregard of this Contract or gross negligence In the event of any dispute Seller and Purchaser shall jointly and severally (with right of contribution) defend (by attorneys selected by Escrowee) indemnify and hold harmless Escrowee from and against any claim judgment loss liability cost and expenses incurred in connection with the performance of Escrowees acts or omissions not involving bad faith willful disregard of this Contract or gross negligence This indemnity includes without limitation reasonable attorneys fees either paid to retain attorneys or representing the fair value of legal services rendered by Escrowee to itself and disbursements court costs and litigation expenses 274 Escrowee acknowledges receipt of the Contract Deposit by check subject to collection
275 Escrowee agrees to the provisions of this para 27 276 If Escrowee is the Attorney for a Party Escrowee shall be permitted to represent such Party in any dispute or lawsuit 277 This para 27 shall survive Closing cancellation or termination of this Contract 28 Margin Headings The margin headings do not constitute part of the text of this Contract 29 Miscellaneous This Contract shall not be binding unless and until Seller delivers a fully executed counterpart of this Contract to Purchaser (or Purchasers Attorney) pursuant to para 172 and 173 This Contract shall bind and inure to the benefit of the Parties hereto and their respective heirs personal and legal representatives and successors in interest 30 Lead Paint If applicable the complete and fully executed Disclosure of Information on Lead Based Paint and or Lead-Based Paint Hazards is attached hereto and made a part hereof
In Witness Whereof the Parties hereto have duly executed this Contract as of the date first above written
ESCROW TERMS AGREED TO SELLER PURCHASER GIDDINS CLAMAN LLP ESCROWEE
Rider to and Part of Contract of Sale Between as Seller and as Purchaser for Unit at New York NY
31 Purchasers Additional Representations and Covenants 3 11 Supplementing para 42 of the Contract Purchaser also represents and covenants that 3111 Purchaser has and will at Closing have available unencumbered cash and cash equivalents (including publicly traded securities) in a sum at least equal to (and having a then current value of) the Balance and 3112 Purchaser has and will at and immediately following the Closing have a positive net worth 312 the Maintenance and the monthly amount of the Assessment (if any) do not aggregate more than 25 of the current total gross monthly income of the individuals comprising the Purchaser
313 (if para 1201 or para 1202 applies) the monthly debt service (interest and amortization of principal if any) of the proposed financing together with the Maintenance and the monthly Assessment amount (if any) do not aggregate more than 35 of said current total gross monthly income 32 Supplementing paragraph 4 1 Seller has no actual knowledge of a material default or condition which the Lessee is required to cure under the Lease and which remains uncured If prior to Closing Seller acquires knowledge of a such default or condition which the Lessee would be required to cure then Seller shall cure same at or prior to Closing This provision shall not survive closing
The Parties have duly executed this Rider as of the same date as the Contract SELLER PURCHASER ______________________________ _______________________________
Note This form is intended to deal with matters common to most transactions
involving the sale of a condominium unit Provisions should be added altered or
deleted to suit the circumstances of a particular transaction No representation is
made that this form of contract complies with Section 5-702 of the General
Obligations Law (ldquoPlain Language Lawrdquo)
CONSULT YOUR LAWYER BEFORE SIGNING THIS AGREEMENT
Contract of Sale - Condominium Unit
Agreement made as of 2010 between residing at Street Apt
New York NY (ldquoSellerrdquo) and residing at (ldquoPurchaserrdquo)
1 Unit Seller agrees to sell and convey and Purchaser agrees to purchase Unit
No (ldquoUnitrdquo) in the building (ldquoBuildingrdquo) known as Condominium
(ldquoCondominiumrdquo) and located at New York NY New York together with a
XXXXX percent undivided interest in the Common Elements (as defined in para 6)
appurtenant thereto all upon and subject to the terms and conditions set forth herein The
Unit shall be as designated in the Declaration of Condominium Ownership (as the same
may be amended from time to time the ldquoDeclarationrdquo) of the Condominium recorded in
New York County New York or the By-Laws (as the same may be amended from time
to time the ldquoBy-Lawsrdquo) of the Condominium
2 Personal Property (a) The sale includes all of Sellerrsquos right title and
interest if any in and to
(i) the refrigerators freezers ranges ovens built-in microwave
ovens dishwashers washing machines clothes dryers cabinets and counters lighting
and plumbing fixtures chandeliers air conditioning equipment venetian blinds shades
screens storm windows and other window treatments wall-to-wall carpeting
bookshelves switchplates door hardware and mirrors built-ins and articles of property
and fixtures attached to or appurtenant to the Unit except those listed in subpara 2(b) all
of which included property and fixtures are represented to be owned by Seller free and
clear of all liens and encumbrances other than those encumbrances (ldquoPermitted
Exceptionsrdquo) set forth on Schedule A annexed hereto and made a part hereof (strike out
inapplicable items) to the extent any of the foregoing exist in the Unit on the date
hereof and
- 2 -
(ii)
(b) Excluded from this sale are
(i) furniture and furnishings (other than as specifically provided
in this Contract) and
(ii)
(c) The property referred to in subpara 2(a)(i) and (ii) may not be
purchased if title to the Unit is not conveyed hereunder
3 Purchase Price (a) The purchase price (ldquoPurchase Pricerdquo) is $
payable as follows
(i) $ (ldquoDownpaymentrdquo) on the signing of this Contract by
good check subject to collection the receipt of which is hereby acknowledged to be held
in escrow pursuant to para 16 and
(ii) $ constituting the balance of the Purchase Price by
certified check of Purchaser or official bank check (except as otherwise provided in this
Contract) on the delivery of the deed as hereinafter provided
(b) All checks in payment of the Purchase Price shall represent United
States currency and be drawn on or issued by a bank or trust company authorized to
accept deposits in New York State All checks in payment of the Downpayment shall be
payable to the order of Escrowee (as hereinafter defined) All checks in payment of the
balance of the Purchase Price shall be payable to the order of Seller (or as Seller
otherwise directs pursuant to subparas 6(a)(viii) or 18(b))
(c) Except for the Downpayment and checks aggregating not more than
one-half of one percent of the Purchase Price One Thousand Dollars ($100000)
including payment for closing adjustments all checks delivered by Purchaser shall be
certified or official bank checks as hereinabove provided
4 Closing of Title The closing documents referred to in para 6 shall be
delivered and payment of the balance of the Purchase Price shall be made at the closing
of title (ldquoClosingrdquo) to be held on or about at AM at the offices of
Giddins Claman LLP 675 Third Avenue 29th
Floor New York NY or at the office
of Purchaserrsquos lending institution or its counsel provided however that such office is
located in either the City or County in which either (a) Sellerrsquos attorney maintains an
office or (b) the Unit is located
5 Representations Warranties and Covenants Seller represents warrants
and covenants that
- 3 -
(a) Seller is the sole owner of the Unit and the property referred to in
subpara 2(a) and Seller has the full right power and authority to sell convey and transfer
the same
(b) The common charges (excluding separately billed utility charges) for
the Unit on the date hereof are $xxxxx per month
(c) Seller has not received any written notice of any intended assessment
or increase in common charges not reflected in subpara 5(b) Purchaser acknowledges
that it will not have the right to cancel this Contract in the event of the imposition of any
assessment or increase in common charges after the date hereof of which Seller has not
heretofore received written notice
(d) The real estate taxes for the Unit for the fiscal year of ________
through ________ are $_________ Purchaser may verify the real estate taxes on the
website of the New York City Department of Finance A printout from the website
is attached
(e) Seller is not a ldquosponsorrdquo or a nominee of a ldquosponsorrdquo under any plan of
condominium organization affecting the Unit
(f) All refrigerators freezers ranges dishwashers washing machines
clothes dryers and air conditioning equipment included in this sale will be in working
order at the time of Closing
(g) If a copy is attached to this Contract the copy of the Certificate of
Occupancy covering the Unit is a true and correct copy and
(h) Seller is not a ldquoforeign personrdquo as defined in para 17 (If inapplicable
delete and provide for compliance with Code Withholding Section as defined in para
17)
6 Closing Documents (a) At the Closing Seller shall deliver to Purchaser the
following
(i) Bargain and sale deed With covenant against grantorrsquos acts
(ldquoDeedrdquo) complying with RPL sect 339-o and containing the covenant required by LL sect
13(5) conveying to Purchaser title to the Unit together with its undivided interest in the
Common Elements (as such term is defined in the Declaration and which term shall be
deemed to include Sellerrsquos right title and interest in any limited common elements
attributable to or used in connection with the Unit) appurtenant thereto free and clear of
all liens and encumbrances other than Permitted Exceptions The Deed shall be executed
and acknowledged by Seller and if requested by the Condominium executed and
acknowledged by Purchaser in proper statutory form for recording
- 4 -
(ii) If a corporation and if required pursuant to BCL sect 909 Seller
shall deliver to Purchaser (1) a resolution of its board of directors authorizing the delivery
of the Deed and (2) a certificate executed by an officer of such corporation certifying as
to the adoption of such resolution and setting forth facts demonstrating that the delivery
of the Deed is in conformity with the requirements of BCL sect 909 The Deed shall also
contain a recital sufficient to establish compliance with such law
(iii) A waiver of right of first refusal of the board of managers of
the Condominium (ldquoBoardrdquo) if required in accordance with para 8
(iv) A statement by the Condominium or its managing agent that
the common charges and any assessments then due and payable the Condominium have
been paid to the date of the Closing
(v) All keys to the doors of and mailbox for the Unit
(vi) Such affidavits andor other evidence as the title company
(ldquoTitle Companyrdquo) from which Purchaser has ordered a title insurance report and which
is authorized to do business in New York State shall reasonably require in order to omit
from its title insurance policy all exceptions for judgments bankruptcies or other returns
against Seller and persons or entities whose names are the same as or are similar to
Sellerrsquos name
(vii) New York City Real Property Transfer Tax Return if
applicable and New York State Real Estate Transfer Tax Return prepared executed and
acknowledged by Seller in proper form for submission
(viii) Checks in payment of all applicable real property transfer
taxes except a transfer tax which by law is primarily imposed on the purchaser
(ldquoPurchaser Transfer Taxrdquo) due in connection with the sale In lieu of delivery of such
checks Seller shall have the right upon reasonable prior notice to Purchaser to cause
Purchaser to deliver said checks at the Closing and to credit the amount thereof against
the balance of the Purchase Price Seller shall pay the additional transfer taxes if any
payable after the Closing by reason of the conveyance of the Unit which obligation shall
survive the Closing
(ix) Certification that Seller is not a foreign person pursuant to
para 17 or a withholding certificate from the Internal Revenue Service (If inapplicable
delete and provide for compliance with Code Section as defined in para 17) and
(x) Affidavit that a single station smoke detecting alarm device is
installed pursuant to New York Executive Law sect378(5)
(b) At the Closing Purchaser shall deliver to Seller the following
- 5 -
(i) Checks in payment of (y) the balance of the Purchase Price in
accordance with subpara 3(b) and (z) any Purchaser Transfer Tax
(ii) If required by the Declaration or By-Laws power of attorney
to the Board prepared by Seller in the form required by the Condominium The power of
attorney shall be executed and acknowledged by Purchaser and after being recorded
shall be sent to the Condominium
(iii) New York City Real Property Transfer Tax Return executed
and acknowledged by Purchaser and an Affidavit in Lieu of Registration pursuant to New
York Multiple Dwelling Law each in proper form for submission if applicable and
(iv) If required New York State Equalization Return executed
and acknowledged by Purchaser in proper form for submission
(c) It is a condition of Purchaserrsquos obligation to close title hereunder that
(i) All notes or notices of violations of law or governmental
orders ordinances or requirements affecting the Unit and noted or issued by any
governmental department agency or bureau having jurisdiction which were noted or
issued on or prior to the date hereof shall have been cured by Seller
(ii) Any written notice to Seller from the Condominium (or its
duly authorized representative) that the Unit is in violation of the Declaration By-Laws
or rules and regulations of the Condominium shall have been cured and
(iii) The Condominium is a valid condominium created pursuant
to RPL Art 9-B and the Title Company will so insure
7 Closing Adjustments (a) The following adjustments shall be made as of
1159 PM of the day before the Closing
(i) Real estate taxes and water charges and sewer rents if
separately assessed on the basis of the fiscal period for which assessed except that if
there is a water meter with respect to the Unit apportionment shall be based on the last
available reading subject to adjustment after the Closing promptly after the next reading
is available provided however that in the event real estate taxes have not as of the date
of Closing been separately assessed to the Unit real estate taxes shall be apportioned on
the same basis as provided in the Declaration or By-Laws or in the absence of such
provision based upon the Unitrsquos percentage interest in the Common Elements
(ii) Common charges of the Condominium and
(iii) If fuel is separately stored with respect to the Unit only the
value of fuel stored with respect to the Unit at the price then charged by Sellerrsquos supplier
- 6 -
(as determined by a letter or certificate to be obtained by Seller from such supplier)
including any sales taxes
(b) If at the time of Closing the Unit is affected by an assessment which is
or may become payable in installments then for the purposes of this Contract only the
unpaid installments which are then due shall be considered due and are to be paid by
Seller at the Closing All subsequent installments at the time of Closing shall be the
obligation of Purchaser
(c) Any errors or omissions in computing closing adjustments shall be
corrected This subpara 7(c) shall survive the Closing
(d) If the Unit is located in the City of New York the ldquocustoms in respect
to title closingsrdquo recommended by The Real Estate Board of New York Inc as amended
and in effect on the date of Closing shall apply to the adjustments and other matters
therein mentioned except as otherwise provided herein
8 Right of First Refusal If so provided in the Declaration or By-Laws this
sale is subject to and conditioned upon the waiver of a right of first refusal to purchase
the Unit held by the Condominium and exercisable by the Board Seller agrees to give
notice promptly to the Board of the contemplated sale of the Unit to Purchaser which
notice shall be given in accordance with the terms of the Declaration and By-Laws and
Purchaser agrees to provide promptly all applications information and references
reasonably requested by the Board If the Board shall exercise such right of first refusal
Seller shall promptly refund to Purchaser the Downpayment (which term for all purposes
of this Contract shall be deemed to include interest if any earned thereon) and upon the
making of such refund this Contract shall be deemed cancelled and of no further force or
effect and neither party shall have any further rights against or obligations or liabilities
to the other by reason of this Contract If the Board shall fail to exercise such right of
first refusal within the time and in the manner provided for in the Declaration or By-Laws
or shall declare in writing its intention not to exercise such right of first refusal (a copy of
which writing shall be delivered to Purchaser promptly following receipt thereof) the
parties hereto shall proceed with this sale in accordance with the provisions of this
Contract
9 Processing Fee Seller shall at the Closing pay all fees and charges payable
to the Condominium (andor its managing agent) in connection with this sale and
customarily charged to Sellers by the Condominium including without limitation
any processing fee the legal fees if any of the Condominiumrsquos attorney in connection
with this sale and unless otherwise agreed to by Seller and Purchaser in writing all ldquoflip
taxesrdquo transfer or entrance fees or similar charges if any payable to or for the
Condominium or otherwise for the benefit of the Condominium unit owners which arise
by reason of this sale Purchaser shall pay all fees customarily charged to Purchasers
by the Condominium or Managing Agent
- 7 -
10 No Other Representations Purchaser has examined and is satisfied with the
Declaration By-Laws and rules and regulations of the Condominium or has waived the
examination thereof Purchaser has inspected the Unit its fixtures appliances and
equipment and the personal property if any included in this sale as well as the Common
Elements of the Condominium and knows the condition thereof and subject to subpara
5(f) agrees to accept the same ldquoas isrdquo ie in the condition they are in on the date hereof
subject to normal use wear and tear between the date hereof and the Closing Purchaser
has examined or waived examination of the last audited financial statements of the
Condominium and has considered or waived consideration of all other matters pertaining
to this Contract and to the purchase to be made hereunder and does not rely on any
representations made by any broker or by Seller or anyone acting or purporting to act on
behalf of Seller as to any matters which might influence or affect the decision to execute
this Contract or to buy the Unit or said personal property except those representations
and warranties which are specifically set forth in this Contract
11 Possession Seller shall prior to the Closing remove from the Unit all
furniture furnishings and other personal property not included in this sale shall repair
any damage caused by such removal and shall deliver exclusive possession of the Unit at
the Closing vacant broom-clean and free of tenancies or other rights of use or
possession
12 Access Seller shall permit Purchaser and its architect decorator or other
authorized persons to have the right of access to the Unit between the date hereof and the
Closing for the purpose of inspecting the same and taking measurements at reasonable
times and upon reasonable prior notice to Seller (by telephone or otherwise) Further
Purchaser shall have the right to inspect the Unit at a reasonable time during the 24-hour
period immediately preceding the Closing
13 Defaults and Remedies (a) If Purchaser defaults hereunder Sellerrsquos sole
remedy shall be to retain the Downpayment as liquidated damages it being agreed that
Sellerrsquos damages in case of Purchaserrsquos default might be impossible to ascertain and that
the Downpayment constitutes a fair and reasonable amount of damages under the
circumstances and is not a penalty
(b) If Seller defaults hereunder Purchaser shall have such remedies as
Purchaser shall be entitled to at law or in equity including but not limited to specific
performance
14 Notices Any notice request or other communication (ldquoNoticerdquo) given or
made hereunder (except for the notice required by para 12) shall be in writing and either
(a) sent by any of the parties hereto or their respective attorneys by registered or certified
mail return receipt requested postage prepaid or (b) delivered in person or by overnight
courier with receipt acknowledged to the address given at the beginning of this Contract
for the party to whom the Notice is to be given or to such other address for such party as
said party shall hereafter designate by Notice given to the other party pursuant to this
- 8 -
para 14 or (c) with respect to para 6(a)(viii) or para 18(b) sent by fax to the partyrsquos
attorney Each Notice mailed shall be deemed given on the third business day following
the date of mailing the same and each Notice delivered in person or by overnight courier
shall be deemed given when delivered A copy of each notice sent to a party shall also be
sent to the partyrsquos attorney Each notice sent by fax shall be deemed given when
transmission is confirmed by the senders fax machine The attorneys for the parties are
hereby authorized to give and receive on behalf of their clients all Notices and deliveries
15 Purchaserrsquos Lien The Downpayment and all other sums paid on account of
this Contract and the reasonable expenses of the examination of title to and departmental
violation searches in respect of the Unit are hereby made a lien upon the Unit but such
lien shall not continue after default by Purchaser hereunder
16 Downpayment in Escrow (a) Sellerrsquos attorney (ldquoEscroweerdquo) shall hold the
Downpayment in escrow in a segregated bank account at the depository identified at the
end of this Contract until Closing or sooner termination of this Contract and shall pay
over or apply the Downpayment in accordance with the terms of this para 16 Escrowee
shall hold the Downpayment in a(n) interest-bearing Escrow account for the benefit of
the parties If interest is held for the benefit of the parties it shall be paid to the party
entitled to the Downpayment and the party receiving the interest shall pay any income
taxes thereon If interest is not held for the benefit of the parties the Downpayment shall
be placed in an IOLA account or as otherwise permitted or required by law The Social
Security or Federal Identification numbers of the parties shall be furnished to Escrowee
upon request At Closing the Downpayment shall be paid by Escrowee to Seller If for
any reason Closing does not occur and either party gives Notice (as defined in paragraph
14) to Escrowee demanding payment of the Downpayment Escrowee shall give prompt
Notice to the other party of such demand If Escrowee does not receive Notice of
objection from such other party to the proposed payment within 10 business days after
the giving of such Notice Escrowee is hereby authorized and directed to make such
payment If Escrowee does receive such Notice of objection within such 10 day period or
if for any other reason Escrowee in good faith shall elect not to make such payment
Escrowee shall continue to hold such amount until otherwise directed by Notice from the
parties to this Contract or a final nonappealable judgment order or decree of a court
However Escrowee shall have the right at any time to deposit the Downpayment with the
clerk of a court in the county in which the Unit is located and shall give Notice of such
deposit to Seller and Purchaser Upon such deposit or other disbursement in accordance
with the terms of this para 16 Escrowee shall be relieved and discharged of all further
obligations and responsibilities hereunder
(b) The parties acknowledge that Escrowee is acting solely as a
stakeholder at their request and for their convenience and that Escrowee shall not be
liable to either party for any act or omission on its part unless taken or suffered in bad
faith or in willful disregard of this Contract or involving gross negligence on the part of
Escrowee Seller and Purchaser jointly and severally (with right of contribution) agree to
- 9 -
defend (by attorneys selected by Escrowee) indemnify and hold Escrowee harmless from
and against all costs claims and expenses (including reasonable attorneysrsquo fees) incurred
in connection with the performance of Escroweersquos 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 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 Escroweersquos agreement to the provisions of this para 16 by signing in
the place indicated in this Contract
(e) Escrowee or any member of its firm shall be permitted to act as
counsel for Seller in any dispute as to the disbursement of the Downpayment or any other
dispute between the parties whether or not Escrowee is in possession of the
Downpayment and continues to act as Escrowee
(f) The party whose attorney is Escrowee shall be liable for loss of the
Downpayment
17 FIRPTA Seller represents and warrants to Purchaser that Seller is not a
ldquoforeign personrdquo as defined in IRC sect 1445 as amended and the regulations issued
thereunder (ldquoCode Withholding Sectionrdquo) At the Closing Seller shall deliver to
Purchaser a certificate stating that Seller is not a foreign person in the form then required
by the Code Withholding Section or a withholding certificate from the Internal Revenue
Service In the event Seller fails to deliver the aforesaid certificate or in the event that
Purchaser is not entitled under the Code Withholding Section to rely on such certificate
Purchaser shall deduct and withhold from the Purchase Price a sum equal to 10 thereof
and shall at Closing remit the withheld amount with the required forms to the Internal
Revenue Service
18 Title Report Acceptable Title (a) Purchaser shall promptly after the date
hereof or after receipt of the mortgage commitment letter if applicable order a title
insurance report from the Title Company Promptly after receipt of the title report and
thereafter of any continuations thereof and supplements thereto Purchaser shall forward a
copy of each such report continuation or supplement to the attorney for Seller Purchaser
shall further notify Sellerrsquos attorney of any other objections to title not reflected in such
title report of which Purchaser becomes aware following the delivery of such report
reasonably promptly after becoming aware of such objections
(b) Any unpaid taxes assessments water charges and sewer rents
together with the interest and penalties thereon to a date not less than two days following
- 10 -
the date of Closing and any other liens and encumbrances which Seller is obligated to
pay and discharge or which are against corporations estates or other persons in the chain
of title together with the cost of recording or filing any instruments necessary to
discharge such liens and encumbrances of record may be paid out of the proceeds of the
monies payable at the Closing if Seller delivers to Purchaser at the Closing official bills
for such taxes assessments water charges sewer rents interest and penalties and
instruments in recordable form sufficient to discharge any other liens and encumbrances
of record Upon request made a reasonable time before the Closing Purchaser shall
provide at the Closing separate checks for the foregoing payable to the order of the holder
of any such lien charge or encumbrance and other wise complying with subpara 3(b) If
the Title Company is willing to insure Purchaser that such charges liens and
encumbrances will not be collected out of or enforced against the Unit and is willing to
insure the lien of Purchaserrsquos Institutional Lender (as hereinafter defined) free and clear
of any such charges liens and encumbrances then Seller shall have the right in lieu of
payment and discharge to deposit with the Title Company such funds or to give such
assurances or to pay such special or additional premiums as the Title Company may
require in order to so insure In such case the charges liens and encumbrances with
respect to which the Title Company has agreed so to insure shall not be considered
objections to title
(c) Seller shall convey and Purchaser shall accept fee simple title to the
Unit in accordance with the terms of this Contract subject only to (a) the Permitted
Exceptions and (b) such other matters as (i) the Title Company or any other title insurer
licensed to do business by the State of New York shall be willing without special or
additional premium to omit as exceptions to coverage or to except with insurance against
collection out of or enforcement against the Unit and (ii) shall be accepted by any lender
which has committed in writing to provide mortgage financing to Purchaser for the
purchase of the Unit (ldquoPurchaserrsquos Institutional Lenderrdquo) except that if such
acceptance by Purchaserrsquos Institutional Lender is unreasonably withheld or delayed such
acceptance shall be deemed to have been given
(d) Notwithstanding any contrary provisions in this Contract express or
implied or any contrary rule of law or custom if Seller shall be unable to convey the
Unit in accordance with this Contract (provided that Seller shall release discharge or
otherwise cure at or prior to Closing any matter created by Seller after the date hereof and
any existing mortgage unless this sale is subject to it) and if Purchaser elects not to
complete this transaction without abatement of the Purchase Price the sole obligation and
liability of Seller shall be to refund the Downpayment to Purchaser together with the
reasonable cost of the examination of title to and departmental violation searches in
respect of the Unit and upon the making of such refund and payment this Contract shall
be deemed cancelled and of no further force or effect and neither party shall have any
further rights against or obligations or liabilities to the other by reason of this Contract
However nothing contained in this subpara 18(d) shall be construed to relieve Seller
from liability due to a willful default
- 11 -
19 Risk of Loss Casualty (a) The risk of loss or damage to the Unit or the
personal property included in this sale by fire or other casualty until the earlier of the
Closing or possession of the Unit by Purchaser is assumed by Seller but without any
obligation of Seller to repair or replace any such loss or damage unless Seller elects to do
so as hereinafter provided Seller shall notify Purchaser of the occurrence of any such
loss or damage to the Unit or the personal property included in this sale within 10 days
after such occurrence or by the date of Closing whichever first occurs and by such
notice shall state whether or not Seller elects to repair or restore the Unit andor the
personal property as the case may be If Seller elects to make such repairs and
restorations Sellerrsquos notice shall set forth an adjourned date for the Closing which shall
be not more than 60 days after the date of the giving of Sellerrsquos notice If Seller either
does not elect to do so or having elected to make such repairs and restorations fails to
complete the same on or before said adjourned date for the Closing Purchaser shall have
the following options
(i) To declare this Contract cancelled and of no further force or
effect and receive a refund of the Downpayment in which event neither party shall
thereafter have any further rights against or obligations or liabilities to the other by
reason of this Contract or
(ii) To complete the purchase in accordance with this Contract
without reduction in the Purchase Price except as provided in the next sentence If Seller
carries hazard insurance covering such loss or damage Seller shall turn over to Purchaser
at the Closing the net proceeds actually collected by Seller under the provisions of such
hazard insurance policies to the extent that they are attributable to loss of or damage to
any property included in this sale less any sums theretofore expended by Seller in
repairing or replacing such loss or damage or in collecting such proceeds and Seller shall
assign (without recourse to Seller) Sellerrsquos right to receive any additional insurance
proceeds which are attributable to the loss of or damage to any property included in this
sale
(b) If Seller does not elect to make such repairs and restorations
Purchaser may exercise the resulting option under (i) or (ii) of (a) above only by notice
given to Seller within 10 days after receipt of Sellerrsquos notice If Seller elects to make such
repairs and restorations and fails to complete the same on or before the adjourned closing
date Purchaser may exercise either of the resulting options within 10 days after the
adjourned closing date
(c) In the event of any loss of or damage to the Common Elements which
materially and adversely affects access to or use of the Unit arising after the date of this
Contract but prior to the Closing Seller shall notify Purchaser of the occurrence thereof
within 10 days after such occurrence or by the date of Closing whichever occurs first in
which event Purchaser shall have the following options
- 12 -
(i) To complete the purchase in accordance with this Contract
without reduction in the Purchase Price or
(ii) To adjourn the Closing until the first to occur of (1)
completion of the repair and restoration of the loss or damage to the point that there is no
longer a materially adverse effect on the access to or use of the Unit or (2) the 60th day
after the date of the giving of Sellerrsquos aforesaid notice In the event Purchaser elects to
adjourn the Closing as aforesaid and such loss or damage is not so repaired and restored
within 60 days after the date of the giving of Sellerrsquos aforesaid notice then Purchaser
shall have the right either to (x) complete the purchase in accordance with this Contract
without reduction in the Purchase Price or (y) declare this Contract cancelled and of no
further force or effect and receive a refund of the Downpayment in which latter event
neither party shall thereafter have any further rights against or obligations or liabilities
to the other by reason of this Contract
(d) In the event of any loss of or damage to the Common Elements which
does not materially and adversely affect access to or use of the Unit Purchaser shall
accept title to the Unit in accordance with this Contract without abatement of the
Purchase Price
20 Internal Revenue Service Reporting Requirement Each party shall
execute acknowledge and deliver to the other party such instruments and take such other
actions as such other party may reasonably request in order to comply with IRC sect
6045(e) as amended or any successor provision or any regulations promulgated pursuant
thereto insofar as the same requires reporting of information in respect of real estate
transactions The provisions of this para 20 shall survive the Closing The parties
designate _________________________________ as the attorney responsible for
reporting this information as required by law
21 Broker Seller and Purchaser represent and warrant to each other that the only
real estate broker with whom they have dealt in connection with this Contract and the
transaction set forth herein is ______________________________ and that they know of
no other real estate broker who has claimed or may have the right to claim a commission
in connection with this transaction The commission of such real estate broker shall be
paid by Seller pursuant to separate agreement If no real estate broker is specified above
the parties acknowledge that this Contract was brought about by direct negotiation
between Seller and Purchaser and each represents to the other that it knows of no real
estate broker entitled to a commission in connection with this transaction Seller and
Purchaser shall indemnify and defend each other against any costs claims or expenses
(including reasonable attorneysrsquo fees) arising out of the breach on their respective parts of
any representation warranty or agreement contained in this para 21 The provisions of
this para 21 shall survive the Closing or if the Closing does not occur the termination of
this Contract
- 13 -
22 Mortgage Commitment Contingency (Delete paragraph if inapplicable) (a)
The obligation of Purchaser to purchase under this Contract is conditioned upon issuance
on or before ____________ days after a fully executed copy of this Contract is given to
Purchaser or Purchaserrsquos attorney in the manner set forth in paragraph 14 or
subparagraph 22(k) (the ldquoCommitment Daterdquo) 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 Purchasers sole cost and expense of $______________ for a term of at least _______
years (or such lesser sum or shorter term as Purchaser shall be willing to accept) at the
prevailing fixed or adjustable rate of interest and on other customary commitment terms
(the ldquoCommitmentrdquo) To the extent a Commitment is conditioned on the sale of
Purchaserrsquos current home payment of any outstanding debt no material adverse change
in Purchaserrsquos 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 Lenderrsquos approval of an appraisal shall not be deemed a ldquoCommitmentrdquo
hereunder until an appraisal is approved (and if that does not occur before the
Commitment Date Purchaser may cancel under subparagraph 22(e) unless the
Commitment Date is extended) Purchaserrsquos 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 Purchaserrsquos
election more than one Institutional Lender for such mortgage loan (ii) furnish accurate
and complete information regarding Purchaser and members of Purchaserrsquos 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 22(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 (ldquoMortgage Brokerrdquo) shall constitute full compliance with
the terms and conditions set forth in subparagraph 22(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 22
- 14 -
(e) If no Commitment is issued by the 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 22(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 22
(f) If this Contract is canceled by Purchaser pursuant to subparagraphs
22(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 21
(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 22(a) then Purchaser shall be deemed to have waived
Purchaserrsquos right to cancel this Contract and to receive a refund of the Downpayment by
reason of the contingency contained in this paragraph 22
(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 of its obligations under this
paragraph 22) and except as set forth in paragraph 21
(i) The attorneys for the parties are hereby authorized to give and receive
on behalf of their clients all Notices and deliveries under this paragraph 22
(j) For purposes of this Contract the term ldquoInstitutional Lenderrdquo 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
(k) For purposes of subparagraph (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
- 15 -
23 Gender Etc As used in this Contract the neuter includes the masculine and
feminine the singular includes the plural and the plural includes the singular as the
context may require
24 Entire Contract All prior understandings and agreements between Seller and
Purchaser are merged in this Contract and this Contract supersedes any and all
understandings and agreements between the parties and constitutes the entire agreement
between them with respect to the subject matter hereof
25 Captions The captions in this Contract are for convenience and reference
only and in no way define limit or describe the scope of this Contract and shall not be
considered in the interpretation of this Contract or any provision hereof
26 No Assignment by Purchaser Purchaser may not assign this Contract or any
of Purchaserrsquos rights hereunder
27 Successors and Assigns Subject to the provisions of para 26 the provisions
of this Contract shall bind and inure to the benefit of both Purchaser and Seller and their
respective distributees executors administrators heirs legal representatives successors
and permitted assigns
28 No Oral Changes This Contract cannot be changed or terminated orally Any
changes or additional provisions must be set forth in a rider attached hereto or in a
separate written agreement signed by both parties to this Contract
29 Contract Not Binding Until Signed This Contract shall not be binding or
effective until properly executed and delivered by Seller and Purchaser
30 Lead-Based Paint If applicable the complete and fully executed disclosure
of information on lead-based paint andor lead-based paint hazards is attached hereto and
made a part hereof
IN WITNESS WHEREOF the parties hereto have duly executed this Contract
on the day and year first above written
Seller Purchaser
_________________________________ ____________________________________
- 16 -
Agreed to as to para 16 ________________________________
Giddins Claman LLP Escrowee
Escrow Depository
Address
SCHEDULE A - Permitted Exceptions
1 Zoning laws and regulations and landmark historic or wetlands designation
which are not violated by the Unit and which are not violated by the Common Elements
to the extent that access to or use of the Unit would be materially and adversely affected
2 Consents for the erection of any structure or structures on under or above any
street or streets on which the Building may abut
3 The terms burdens covenants restrictions conditions easements and rules
and regulations set forth in the Declaration By-Laws and rules and regulations of the
Condominium the Power of Attorney from Purchaser to the board of managers of the
Condominium and the floor plans of the Condominium all as may be amended from time
to time
4 Rights of utility companies to lay maintain install and repair pipes lines
poles conduits cable boxes and related equipment on over and under the Building and
Common Elements provided that none of such rights imposes any monetary obligation
on the owner of the Unit or materially interferes with the use of or access to the Unit
5 Encroachments of stoops areas cellar steps trim cornices lintels window
sills awnings canopies ledges fences hedges coping and retaining walls projecting
from the Building over any street or highway or over any adjoining property and
encroachments of similar elements projecting from adjoining property over the Common
Elements
6 Any state of facts which an accurate survey or personal inspection of the
Building Common Elements or Unit would disclose provided that such facts do not
prevent the use of the Unit for dwelling purposes For the purposes of this Contract none
of the facts shown on the survey if any identified below shall be deemed to prevent the
use of the Unit for dwelling purposes and Purchaser shall accept title subject thereto
- 17 -
The survey referred to in No 6 above was prepared by
___________________________ dated _____________________ and last revised
____________________
7 The lien of any unpaid common charge real estate tax water charge sewer
rent or vault charge provided the same are paid or apportioned at the Closing as herein
provided
8 The lien of any unpaid assessments to the extent of installments thereof
payable after the Closing
9 Liens encumbrances and title conditions affecting the Common Elements
which do not materially and adversely affect the right of the Unit owner to use and enjoy
the Common Elements
10 Notes or notices of violations of law or governmental orders ordinances or
requirements (a) affecting the Unit and noted or issued subsequent to the date of this
Contract by any governmental department agency or bureau having jurisdiction and (b)
any such notes or notices affecting only the Common Elements which were noted or
issued prior to or on the date of this Contract or at any time hereafter
11 Any other matters or encumbrances subject to which Purchaser is required to
accept title to the Unit pursuant to this Contract
ABOUT THE SPEAKERS
Lisa Lippman Senior Vice President and Director was the 1 broker at Brown Harris Stevens in 2009 With 13 years of experience selling real estate Lisa specializes in the sale of high end cooperatives condominiums and townhomes throughout Manhattan As is clear from her record even in tough times Lisa manages to both sell and find homes for her clients
Other awards Lisa has won in the last few years include
middotWall Street Journal top 400-Lisa was 11 in the nation and 2 in Manhattan 2009middotWall Street Journal top 50 brokers in America 2007middotBrown Harris Stevens Westside Office Broker of the Year All Years 2006 - 2009 middotBrown Harris Stevens Westside Office Listing Broker of the Year 2007 2008 2009middotBrown Harris Stevens Largest New Development Deal of the Year 2009
Prior to becoming a real estate broker Lisa spent several years as a lawyer practicing litigation at two prestigious law firms She graduated from The University of Pennsylvania in 1986 and earned her law degree from Cardozo in 1990 Lisarsquos legal background affords her a keen understanding of the negotiation process as well as the complexities needed to complete the deal
A New York City resident for 24 years Lisa offers impeccable knowledge of the market as it applies across all neighborhoods She has lived downtown on the Upper East Side and has now resided on the Upper West Side for the past 14 years Additionally as the mother of three children Lisa is personally involved in the decisions all buyers face in choosing a neighborhood and a home
Lisa takes pride in being a straight-forward intelligent and honest broker She understands the individual needs of each client as well as their comfort with the purchase andor sale process Her listening talents combined with her unbeatable memory work ethic and negotiation skills allow her to service her buyers and sellers most effectively Lisa is also active in the New York community including the UJA and her childrenrsquos school All of this enables her to offer a well-rounded approach to navigating the New York real estate landscape bringing to life the nuances and charms that the City and its real estate market have to offer
LISA LIPPMANSenior Vice PresidentDirector
Lisa Lippman bull 212- 588-5606 bull fax 212-418-9733 bull llippmanbhsusacom
GIDDINS bull CLAMAN LLP
Attorneys at Law
675 THIRD AVENUE
29TH
FLOOR
NEW YORK NEW YORK 10017
(212)573-6703
FAX (212)949-1923 Paul M Giddins
Scott Claman
Giddins Claman LLP ndash Firm Biography
Giddins Claman LLP (formerly Giddins Claman amp Langs LLP) was
established in 1988 by Paul M Giddins formerly an Assistant District Attorney in
the New York County District Attorneyrsquos Office For over 20 years the firm has
specialized in real estate matters in the New York City metropolitan area with an
active transactional real estate practice Mr Giddins has specialized in residential
real estate during that time In addition to purchase sale and refinance transactions
Mr Giddins represents cooperative apartment boards of directors and condominium
boards of managers Mr Giddins also regularly gives lectures and seminars on real
estate matters for many of the prominent real estate brokerage firms in New York
Scott Claman has been in the practice of law in New York for over 26 years
and joined the firm as a member in 1996 having previously been a partner at a law
firm that specialized in the representation of cooperative apartment boards of
directors and condominium boards of managers Mr Claman is regularly engaged
in a variety of transactional real estate matters ranging from commercial leasing
mortgage financing and asset dispositions to individual apartment and house sales
In addition to individual and institutional owners of residential and commercial real
estate Mr Claman also represents cooperative apartment boards of directors and
condominium boards of managers and has given numerous lectures and seminars
on real estate matters for the Real Estate Board of New York and for many of the
prominent real estate brokerage firms in New York
Steven M Nachman serves as Of Counsel to the firm in connection with
commercial and general litigation matters Mr Nachman formerly associated with
the firm of Stroock amp Stroock amp Lavan has over 20 years of civil litigation
experience
Giddins Claman LLP is proud to provide our clients with the benefits of our
collective experience as seasoned litigators and transactional real estate specialists
while maintaining our personal commitment to represent our clients in a manner
associated with a smaller practice
ManhattanResidential Market Report
Fourth Quarter 2010
Manhattan Cooperatives and Condominiums
2 Fourth Quarter 2010
Average and Median Sale Price
Cooperative Average Sale Price
Condominium Average Sale Price
Cover Property BrownHarrisStevenscom WEB272151
Average Sale Price Median Sale Price
Prices for Manhattan apartments continued to edge upward
as their average sale price of $1432787 was 8 higher
than a year ago This marked the sixth straight quarter that
the average price has risen While the number of recorded
transactions fell 25 from a year ago the fourth quarter of 2009
was uncharacteristically busy due to pent-up demand after the
collapse of Lehman Brothers had frozen the market earlier that year
The average co-op price continued to rise sharply as
more buyers favored larger apartments compared to a year ago Two-bedroom and larger
units accounted for 45 of co-op sales up from 40 a year ago This helped push
the overall average co-op price up 17 from 2009rsquos fourth
quarter to $1158333
Condo prices averaged $1751219 during the fourth
quarter 1 higher than a year ago One-bedrooms posted the
biggest increase in average price rising 9 over the past year
to $844964
Studio 1-Bedroom 2-Bedroom 3+Bedroom All
4th Q 10 $342545 $593718 $1231116 $3150700 $1158333
3rd Q 10 $366086 $606444 $1206257 $3049980 $1156733
2nd Q 10 $356696 $597311 $1301392 $2872496 $1065814
1st Q 10 $334307 $587538 $1132150 $3098881 $1079195
4th Q 09 $345725 $585238 $1133967 $3001012 $990921
Studio 1-Bedroom 2-Bedroom 3+Bedroom All
4th Q 10 $495002 $844964 $1637638 $4567750 $1751219
3rd Q 10 $495876 $809514 $1596021 $3835376 $1724180
2nd Q 10 $464559 $840829 $1570772 $3922994 $1686690
1st Q 10 $529970 $819785 $1608375 $4250098 $1730415
4th Q 09 $554568 $772525 $1583362 $4574080 $1732362
Average Sale Price Median Sale Price
$1600000
$1400000
$1200000
$1000000
$800000
$400000
$600000
$1369883 $820000
1Q10
$1324504 $800000
4Q09
$1432787 $840000
4Q10
$1423378 $890000
3Q10
$1377135 $842779
2Q10
Fourth Quarter 2010 3
New Developments Lofts
Time on the Market
Excludes new developments and units listed over one year Based on the last asking price Excludes new developments
Average Price Per Square Foot
New development prices averaged $1099 per square foot 11 less than during the fourth quarter of 2009 This was due in part to an increase in the percent of new development sales in Northern Manhattan from 9 a year ago to 15 At $1052 the average price per square foot for loft apartments was 3 higher than during 2009rsquos fourth quarter
Apartments sold during the quarter spent an average of 113 days on the market 14 less time than a year ago Sellers received 955 of the last asking price up slightly from the fourth quarter of 2009
Asking Vs Selling Price
$700
$900
$1100
$1300 $1099
4Q10
$1238
4Q09
$1146
1Q10 2Q10
$1176
$700
$900
$1100
$1300 $1052
4Q10
$1017
4Q09
$1037
1Q10
$1066
2Q10
$1112
3Q10
$1077
3Q10
75 days
100 days
125 days
150 days 113
4Q10
132
4Q09
119
1Q10
112
2Q10
85
90
95
100 955
4Q10
954
4Q09
962
1Q10
97
3Q10
959
3Q10
966
2Q10
Generally 59th to 96th Street Fifth Avenue to the East River
Cooperative Condominium
East sidE
4 Fourth Quarter 2010
Average Price Per Square Foot
At an average of $1581971 prices for two-bedroom East Side
apartments were 14 higher than a year ago The average price fell
13 for three-bedroom and larger apartments due in part to 2 closings
of over $30 million a year ago inflating that figure Co-ops fared better than condos as the average
price per room rose for both prewar and postwar co-ops over the past year
while the average condo price per square foot fell
Average Price Per Room
4Q09 4Q10
Studio 1-Bedroom 2-Bedroom 3+Bedroom
Percent of Sales
4th Q 09 10 35 36 19
4th Q 10 11 39 28 22
Average Price
4th Q 09 $351462 $647300 $1383364 $4146087
4th Q 10 $355459 $647207 $1581971 $3605513
Change 1 0 14 -13
$100000
$300000
$150000
$200000
$250000
$350000
$400000
$50000
$200
$1000
$400
$600
$800
$1200
$1400
$0
Postwar
$204713 $210559
Prewar
$348425 $383335
4Q10
$1126
4Q09
$1168
Generally 59th to 110th Street Hudson River to West of Fifth Avenue
WEst sidE
Fourth Quarter 2010 5
Cooperative CondominiumAverage Price Per Room Average Price Per Square Foot
With the exception of studios prices rose for all other size categories of apartments on
the West Side led by a 21 gain in the average price for
three-bedroom and larger units This increase was helped by
535 West End Avenue whose three-bedroom closing prices averaged over $115 million
in the fourth quarter Co-ops remained strong as the average
price per room rose 21 for prewar and 12 for postwar co-ops on the West Side The average condo price per square
foot rose 3 to $1309 making the West Side the only
area where both co-op and condo prices were higher
than a year ago
4Q09 4Q10
Studio 1-Bedroom 2-Bedroom 3+Bedroom
Percent of Sales
4th Q 09 10 37 37 16
4th Q 10 8 33 38 21
Average Price
4th Q 09 $417466 $656421 $1326640 $3325062
4th Q 10 $391228 $766529 $1378920 $4030338
Change -6 17 4 21
$125000
$225000
$150000
$175000
$200000
$250000
$275000
$100000
$200
$1000
$400
$600
$800
$1200
$1400
$0
4Q09
$1267
4Q10
$1309
Prewar
$215967 $260653
Postwar
$189264 $212348
MidtoWn East Generally 34th to 59th Street Fifth Avenue to the East River
MidtoWn
MidtoWn WEst Generally 34th to 59th Street Hudson River to West of Fifth Avenue
6 Fourth Quarter 2010
Cooperative Condominium
Cooperative Condominium
Average Price Per Room Average Price Per Square Foot
Average Price Per Room Average Price Per Square Foot
A couple of high-end closings at The Plaza and One Beacon Court helped bring the average condo price per square foot 27 higher in the Midtown East market compared
to a year ago The average price per room fell 5 for prewar while rising
8 for postwar co-ops
The average price per square foot rose 12 for condos over the
past year in the Midtown West market A number of closings at The Sheffield and Platinum
helped bring up this figure The average price per room fell for
both prewar and postwar co-ops in this market compared
to a year ago
$175000
$100000
$125000
$150000
$200000
$225000
$1000
$250
$500
$750
$1250
$1500
4Q09 4Q10
$212198 $200857
Prewar
$188662 $204639
Postwar
$1171
4Q09
$1485
4Q10
$252044 $199029 $231213 $221850 $1180$1055
4Q10Prewar Postwar 4Q09
$1000
$250
$500
$750
$1250
$1500
4Q09 4Q10
$200000
$50000
$100000
$150000
$250000
$300000
Cooperative Condominium
Fourth Quarter 2010 7
Average Price Per Room Average Price Per Square Foot
South of 34th Street
doWntoWn
While the average price fell 23 for three-bedroom and
larger apartments Downtown from a year ago a large
number of closings at the Superior Ink building inflated 2009rsquos figure This also is a reason why the overall condo
price per square foot fell 10 from a year ago The average
co-op price per room rose 13 for prewar and 4 for
postwar units from 2009rsquos fourth quarter
4Q09 4Q10
Studio 1-Bedroom 2-Bedroom 3+Bedroom
Percent of Sales
4th Q 09 17 43 28 12
4th Q 10 16 41 31 12
Average Price
4th Q 09 $452722 $704292 $1615877 $4665379
4th Q 10 $444618 $741919 $1581625 $3605513
Change -2 5 -2 -23
Prewar
$208503 $235826
Postwar
$188600 $195854
$100000
$200000
$125000
$150000
$175000
$225000
$250000
$75000
$800
$1200
$900
$1000
$1100
$1300
$1400
$700
4Q09
$1326
4Q10
$1194
Cooperative CondominiumAverage Price Per Room Average Price Per Square Foot
Generally North of 96th Street on the East Side and 110th Street on the West Side
NEW YORK CITY bull PALM BEACH bull THE HAMPTONS bull NORTH FORK 2129069200
EAST SIDE445 Park AvenueHall F Willkie PresidentRuth McCoy EVPManaging Director of Sales
UPPER EAST SIDE1121 Madison AvenuePeter R Marra EVPManaging Director of Sales
EDWARD LEE CAVE DIVISION790 Madison AvenueCaroline E Y GuthriePresident
WEST SIDE1926 BroadwayJames M Gricar EVP Managing Director of Sales
BROOKLYN HEIGHTS129 Montague StreetChristopher Thomas EVPManaging Director of Sales
PARK SLOPE100 Seventh AvenueMaryAnn Albano EVPManaging Director of Sales
NEW DEVELOPMENT445 Park Avenue James M GricarManaging DirectorBrown Harris Stevens On-Site Marketing and Sales
Prepared by Gregory Heym Chief Economist Brown Harris Stevenscopy2010 by Brown Harris Stevens All Rights Reserved This information may not be copied used or distributed without Brown Harris Stevensrsquo consent While information is believed true no guaranty is made of accuracy
While the average price fell for three-bedroom and larger apartments it was higher for
all other size categories in Northern Manhattan Condo
prices rose slightly as their average price per square foot of $566 was up 1 from a
year ago The average price per room fell for both prewar and
postwar co-ops compared to a year ago
This report is based on 1901 reported Manhattan apartment sales 25 less than were reported during last yearrsquos comparable period
VILLAGE2 Fifth AvenueKevin Kovesci EVPManaging Director of Sales
TRIBECA43 North MooreKevin Kovesci EVPManaging Director of Sales
northErn Manhattan
Studio 1-Bedroom 2-Bedroom 3+Bedroom
Percent of Sales
4th Q 09 6 35 43 16
4th Q 10 8 38 38 16
Average Price
4th Q 09 $227611 $352759 $567332 $1101778
4th Q 10 $319798 $394509 $577071 $710832
Change 41 12 2 -35
$100
$500
$200
$300
$400
$600
$700
$0
4Q09 4Q10
4Q09
$563
4Q10
$566
$70000
$110000
$80000
$90000
$100000
$120000
$130000
$60000
Prewar
$120601 $97757
Postwar
$110104 $106330
Faculty Biographies
REAL PROPERTY SECTION gt Officer Bio
Chair Leo Genn Esq
Office Address Northside Center for Child Development 1301 Fifth Ave New York NY 10029-3119
Phone 212-426-3406 Fax 212-410-7561 Email lgenn_esqyahoocom
After working briefly as a litigator Mr Genn became House Counsel at NorthsideCenter for Child Development a Manhattan-based not for profit where he handles contract negotiations commercial leasing property management and insurance issues Mr Genn also writes government grants Before law school Mr Genn spent eight years managing commercial and residential real estate in New York City Mr Genn has also worked for New York Citys Office of Economic Development In March 2002 Mr Genns article on the notice requirements in foreclosure proceedings appeared on thecover of the New York Real Estate Law Reporter Mr Gennrsquos favorite law quote is Oliver Wendell Holmes remark A word is not a crystal transparent and unchanged it isthe skin of a living thought and may vary greatly in color and content according to thecircumstances and time in which it is used Mr Gennrsquos favorite case is Raffles v
ichelhaus and his favorite legal fiction is promissory estoppel W
Paul M Giddins Partner
Giddins Claman LLP Paul M Giddins is a partner at Giddins Claman LLP a law firm in New York City Mr Giddins received a Bachelor of Arts degree from Trinity College- Hartford and a law degree from American University Washington School of Law
LISA LIPPMAN | Senior Vice President Director | Licensed Associate Real Estate Broker
printer friendly page
1926 Broadway New York NY 10023 Tel (212) 588-5606 Fax (212) 418-9733 llippmanbhsusacom download contact info view current listings view sold listings
FEATURED PROPERTY - UPPER EAST SIDE
2COOPERATIVE
25 EAST 79TH STREET
rice $1299000
isting ID 1127158
PBedrooms 2 Baths 20 L
Lisa Lippman Senior Vice President and Director was the 1 broker at Brown Harris Stevens in 2009 With 13 years of experience selling real estate Lisa specializes in the sale of high end cooperatives condominiums and townhomes throughout Manhattan As is clear from her record even in tough times Lisa manages to both sell and find homes for her clients Other awards Lisa has won in the last few years include middotWall Street Journal top 400-Lisa was 11 in the nation and 2 in Manhattan 2009 middotWall Street Journal top 50 brokers in America 2007 middotBrown Harris Stevens Westside Office Broker of the Year All Years 2006 - 2009 middotBrown Harris Stevens Westside Office Listing Broker of the Year 2007 2008 2009 middotBrown Harris Stevens Largest New Development Deal of the Year 2009 Prior to becoming a real estate broker Lisa spent several years as a lawyer practicing litigation at two prestigious law firms She graduated from The University of Pennsylvania in 1986 and earned her law degree from Cardozo in 1990 Lisas legal background affords her a keen understanding of the negotiation process as well as the complexities needed to complete the deal A New York City resident for 24 years Lisa offers impeccable knowledge of the market as it applies across all neighborhoods She has lived downtown on the Upper East Side and has now resided on the Upper West Side for the past 14 years Additionally as the mother of three children Lisa is personally involved in the decisions all buyers face in choosing a neighborhood and a home Lisa takes pride in being a straight-forward intelligent and honest broker She understands the individual needs of each client as well as their comfort with the purchase andor sale process Her listening talents combined with her unbeatable memory work ethic and negotiation skills allow her to service her buyers and sellers most effectively Lisa is also active in the New York community including the UJA and her childrens school All of this enables her to offer a well-rounded approach to navigating the New York real estate landscape bringing to life the nuances and charms that the City and its real estate market have to offer
18311 any Institutional Lender denies Purchasers application in writing prior to the Loan Commitment Date (see Paragraph 121) or 18312 a Loan Commitment Letter is not issued by the Institutional Lender on or before the Loan Commitment Date or 18313 any requirement of the Loan Commitment Letter other than one concerning Purchaser is not met (eg failure of the Corporation to execute and deliver the Institutional Lenders recognition agreement or other document financial condition of the Corporation owner occupancy quota etc) or 18314 (i) the Closing is adjourned by Seller or the Corporation for more than 30 business days from the Scheduled Closing Date and (ii) the Loan Commitment Letter expires on a date more than 30 business days after the Scheduled Closing Date and before the new date set for Closing pursuant to this para and (iii) Purchaser is unable in good faith to obtain from the Institutional Lender an extension of the Loan Commitment Letter or a new Loan Commitment Letter on the Financing Terms without paying additional fees to the Institutional Lender unless Seller agrees by Notice to Purchaser within 5 business days after receipt of Purchasers Notice of cancellation on such ground that Seller will pay such additional fees and Seller pays such fees when due Purchaser may not object to an adjournment by Seller for up to 30 business days solely because the Loan Commitment Letter would expire before such adjourned Closing date 1832 Purchaser shall deliver Notice of cancellation to Seller within 5 business days after the Loan Commitment Date if cancellation is pursuant to para 18311 or 18312 and on or prior to the Scheduled Closing Date if cancellation is pursuant to para 18313 or 18314 1833 If cancellation is pursuant to Paragraph 18311 then Purchaser shall deliver to Seller together with Purchasers Notice a copy of the Institutional Lenders written denial of Purchasers loan application If cancellation is pursuant to para 18313 then Purchaser shall deliver to Seller together with Purchasers Notice evidence that a requirement of the Institutional Lender was not met 1834 Seller may cancel this Contract by Notice to Purchaser sent within 5 days after the Loan Commitment Date if Purchaser shall not have sent by then either (i) Purchasers Notice of cancellation or (ii) a copy of the Loan Commitment Letter to Seller which cancellation shall become effective if Purchaser does not deliver a copy of such Loan Commitment Letter to Seller within 10 business days after the Loan Commitment Date 1835 Failure by either Purchaser or Seller to deliver Notice of cancellation as required by this para 183 shall constitute a waiver of the right to cancel under this para 183 1836 If this Contract is canceled by Purchaser pursuant to this para 183 then thereafter neither Party shall have any further rights against or obligations or liabilities to the other by reason of this Contract except that the Contract Deposit shall be promptly refunded to Purchaser and except as set forth in para 12 If this Contract is canceled by Purchaser pursuant to para 18314 then Seller shall reimburse Purchaser for any non-refundable financing and inspection expenses and other sums reimbursable pursuant to para 16 1837 Purchaser cannot cancel this Contract pursuant to 18314 and cannot obtain a refund of the Contract Deposit if the Institutional Lender fails to fund the loan 18371 because a requirement of the Loan Commitment Letter concerning Purchaser is not met (eg Purchasers financial condition or employment status suffers an adverse change Purchaser fails to satisfy a condition relating to the sale of an existing residence etc) or 18372 due to the expiration of a Loan Commitment Letter issued with an expiration date that is not more than 30 business days after the Scheduled Closing Date 19 SingularPlural and JointSeveral The use of the singular shall be deemed to include the plural and vice versa whenever the context so requires If more than one person constitutes Seller or Purchaser their obligations as such Party shall be joint and several 20 No Survival No representation andor covenant contained herein shall survive Closing except as expressly provided Payment of the Balance shall constitute a discharge and release by Purchaser of all of Sellers obligations hereunder except those expressly stated to survive Closing 21 Inspections
Purchaser and Purchasers representatives shall have the right to inspect the Unit within 48 hours prior to Closing and at other reasonable times upon reasonable request to Seller 22 Governing Law and Venue This Contract shall be governed by the laws of the State of New York without regard to principles of conflict of laws Any action or proceeding arising out of this Contract shall be brought in the county or Federal district where the Unit is located and the Parties hereby consent to said venue 23 No Assignment by Purchaser Death of Purchaser 231 Purchaser may not assign this Contract or any of Purchasers rights hereunder Any such purported assignment shall be null and void 232 This Contract shall terminate upon the death of all persons comprising Purchaser and the Contract Deposit shall be refunded to the Purchaser Upon making such refund and reimbursement neither Party shall have any further liability or claim against the other hereunder except as set forth in para 12 24 Cooperation of Parties 241 The Parties shall each cooperate with the other the Corporation and Purchasers Institutional Lender and title company if any and obtain execute and deliver such documents as are reasonably necessary to consummate this sale 242 The Parties shall timely file all required documents in connection with all governmental filings that are required by law Each Party represents to the other that its statements in such filings shall be true and complete This para 242 shall survive Closing 25 FIRPTA The parties shall comply with IRC sectsect 897 1445 and the regulations thereunder as same may be amended (FIRPTA) If applicable Seller shall execute and deliver to purchaser at Closing a Certification of Non-Foreign Status (CNS) or deliver a Withholding Certificate from the IRS If Seller fails to deliver a CNS or a Withholding Certificate Purchaser shall withhold from the Balance and remit to the IRS such sum as may be required by law Seller hereby waives any right of action against Purchaser on account of such withholding and remittance This para 25 shall survive Closing 26 Additional Requirements 261 Purchaser shall not be obligated to close unless all of the following requirements are satisfied at the time of the Closing 2611 the Corporation is in good standing 2612 the Corporation has fee or leasehold title to the Premises whether or not marketable or insurable and 2613 there is no pending in rem action tax certificatelien sale or foreclosure action of any underlying mortgage affecting the Premises 262 If any requirement in para 261 is not satisfied at the time of the Closing Purchaser shall give Seller Notice and if the same is not satisfied within a reasonable period of time thereafter then either Party may cancel this Contract (pursuant to para 163) by Notice 27 Escrow Terms 271 The Contract Deposit shall be deposited by Escrowee in an escrow account as set forth in para 124 and the proceeds held and disbursed in accordance with the terms of this Contract At Closing the Contract Deposit shall be paid by Escrowee to Seller If the Closing does not occur and either Party gives Notice to Escrowee demanding payment of the Contract Deposit Escrowee shall give prompt Notice to the other Party of such demand If Escrowee does not receive a Notice of objection to the proposed payment from such other Party within 10 business days after the giving of Escrowees Notice Escrowee is hereby authorized and directed to make such payment to the demanding party If Escrowee does receive such a Notice of objection within said period or if for any reason Escrowee in good faith elects not to make such payment Escrowee may continue to hold the Contract Deposit until otherwise directed by a joint Notice by the Parties or a final non-appealable judgment order or decree of a court of competent jurisdiction However Escrowee shall have the right at any time to deposit the Contract Deposit and the interest thereon if any with the clerk of a court in the county as set forth in para 22 and shall give Notice of such deposit to each Party Upon disposition of the Contract Deposit and
interest thereon if any in accordance with this para 27 Escrowee shall be released and discharged of all escrow obligations and liabilities 272 The Party whose Attorney is Escrowee shall be liable for loss of the Contract Deposit If the Escrowee is Sellers attorney then Purchaser shall be credited with the amount of the contract Deposit at Closing 273 Escrowee will serve without compensation Escrowee is acting solely as a stakeholder at the Parties request and for their convenience Escrowee shall not be liable to either Party for any act or omission unless it involves bad faith willful disregard of this Contract or gross negligence In the event of any dispute Seller and Purchaser shall jointly and severally (with right of contribution) defend (by attorneys selected by Escrowee) indemnify and hold harmless Escrowee from and against any claim judgment loss liability cost and expenses incurred in connection with the performance of Escrowees acts or omissions not involving bad faith willful disregard of this Contract or gross negligence This indemnity includes without limitation reasonable attorneys fees either paid to retain attorneys or representing the fair value of legal services rendered by Escrowee to itself and disbursements court costs and litigation expenses 274 Escrowee acknowledges receipt of the Contract Deposit by check subject to collection
275 Escrowee agrees to the provisions of this para 27 276 If Escrowee is the Attorney for a Party Escrowee shall be permitted to represent such Party in any dispute or lawsuit 277 This para 27 shall survive Closing cancellation or termination of this Contract 28 Margin Headings The margin headings do not constitute part of the text of this Contract 29 Miscellaneous This Contract shall not be binding unless and until Seller delivers a fully executed counterpart of this Contract to Purchaser (or Purchasers Attorney) pursuant to para 172 and 173 This Contract shall bind and inure to the benefit of the Parties hereto and their respective heirs personal and legal representatives and successors in interest 30 Lead Paint If applicable the complete and fully executed Disclosure of Information on Lead Based Paint and or Lead-Based Paint Hazards is attached hereto and made a part hereof
In Witness Whereof the Parties hereto have duly executed this Contract as of the date first above written
ESCROW TERMS AGREED TO SELLER PURCHASER GIDDINS CLAMAN LLP ESCROWEE
Rider to and Part of Contract of Sale Between as Seller and as Purchaser for Unit at New York NY
31 Purchasers Additional Representations and Covenants 3 11 Supplementing para 42 of the Contract Purchaser also represents and covenants that 3111 Purchaser has and will at Closing have available unencumbered cash and cash equivalents (including publicly traded securities) in a sum at least equal to (and having a then current value of) the Balance and 3112 Purchaser has and will at and immediately following the Closing have a positive net worth 312 the Maintenance and the monthly amount of the Assessment (if any) do not aggregate more than 25 of the current total gross monthly income of the individuals comprising the Purchaser
313 (if para 1201 or para 1202 applies) the monthly debt service (interest and amortization of principal if any) of the proposed financing together with the Maintenance and the monthly Assessment amount (if any) do not aggregate more than 35 of said current total gross monthly income 32 Supplementing paragraph 4 1 Seller has no actual knowledge of a material default or condition which the Lessee is required to cure under the Lease and which remains uncured If prior to Closing Seller acquires knowledge of a such default or condition which the Lessee would be required to cure then Seller shall cure same at or prior to Closing This provision shall not survive closing
The Parties have duly executed this Rider as of the same date as the Contract SELLER PURCHASER ______________________________ _______________________________
Note This form is intended to deal with matters common to most transactions
involving the sale of a condominium unit Provisions should be added altered or
deleted to suit the circumstances of a particular transaction No representation is
made that this form of contract complies with Section 5-702 of the General
Obligations Law (ldquoPlain Language Lawrdquo)
CONSULT YOUR LAWYER BEFORE SIGNING THIS AGREEMENT
Contract of Sale - Condominium Unit
Agreement made as of 2010 between residing at Street Apt
New York NY (ldquoSellerrdquo) and residing at (ldquoPurchaserrdquo)
1 Unit Seller agrees to sell and convey and Purchaser agrees to purchase Unit
No (ldquoUnitrdquo) in the building (ldquoBuildingrdquo) known as Condominium
(ldquoCondominiumrdquo) and located at New York NY New York together with a
XXXXX percent undivided interest in the Common Elements (as defined in para 6)
appurtenant thereto all upon and subject to the terms and conditions set forth herein The
Unit shall be as designated in the Declaration of Condominium Ownership (as the same
may be amended from time to time the ldquoDeclarationrdquo) of the Condominium recorded in
New York County New York or the By-Laws (as the same may be amended from time
to time the ldquoBy-Lawsrdquo) of the Condominium
2 Personal Property (a) The sale includes all of Sellerrsquos right title and
interest if any in and to
(i) the refrigerators freezers ranges ovens built-in microwave
ovens dishwashers washing machines clothes dryers cabinets and counters lighting
and plumbing fixtures chandeliers air conditioning equipment venetian blinds shades
screens storm windows and other window treatments wall-to-wall carpeting
bookshelves switchplates door hardware and mirrors built-ins and articles of property
and fixtures attached to or appurtenant to the Unit except those listed in subpara 2(b) all
of which included property and fixtures are represented to be owned by Seller free and
clear of all liens and encumbrances other than those encumbrances (ldquoPermitted
Exceptionsrdquo) set forth on Schedule A annexed hereto and made a part hereof (strike out
inapplicable items) to the extent any of the foregoing exist in the Unit on the date
hereof and
- 2 -
(ii)
(b) Excluded from this sale are
(i) furniture and furnishings (other than as specifically provided
in this Contract) and
(ii)
(c) The property referred to in subpara 2(a)(i) and (ii) may not be
purchased if title to the Unit is not conveyed hereunder
3 Purchase Price (a) The purchase price (ldquoPurchase Pricerdquo) is $
payable as follows
(i) $ (ldquoDownpaymentrdquo) on the signing of this Contract by
good check subject to collection the receipt of which is hereby acknowledged to be held
in escrow pursuant to para 16 and
(ii) $ constituting the balance of the Purchase Price by
certified check of Purchaser or official bank check (except as otherwise provided in this
Contract) on the delivery of the deed as hereinafter provided
(b) All checks in payment of the Purchase Price shall represent United
States currency and be drawn on or issued by a bank or trust company authorized to
accept deposits in New York State All checks in payment of the Downpayment shall be
payable to the order of Escrowee (as hereinafter defined) All checks in payment of the
balance of the Purchase Price shall be payable to the order of Seller (or as Seller
otherwise directs pursuant to subparas 6(a)(viii) or 18(b))
(c) Except for the Downpayment and checks aggregating not more than
one-half of one percent of the Purchase Price One Thousand Dollars ($100000)
including payment for closing adjustments all checks delivered by Purchaser shall be
certified or official bank checks as hereinabove provided
4 Closing of Title The closing documents referred to in para 6 shall be
delivered and payment of the balance of the Purchase Price shall be made at the closing
of title (ldquoClosingrdquo) to be held on or about at AM at the offices of
Giddins Claman LLP 675 Third Avenue 29th
Floor New York NY or at the office
of Purchaserrsquos lending institution or its counsel provided however that such office is
located in either the City or County in which either (a) Sellerrsquos attorney maintains an
office or (b) the Unit is located
5 Representations Warranties and Covenants Seller represents warrants
and covenants that
- 3 -
(a) Seller is the sole owner of the Unit and the property referred to in
subpara 2(a) and Seller has the full right power and authority to sell convey and transfer
the same
(b) The common charges (excluding separately billed utility charges) for
the Unit on the date hereof are $xxxxx per month
(c) Seller has not received any written notice of any intended assessment
or increase in common charges not reflected in subpara 5(b) Purchaser acknowledges
that it will not have the right to cancel this Contract in the event of the imposition of any
assessment or increase in common charges after the date hereof of which Seller has not
heretofore received written notice
(d) The real estate taxes for the Unit for the fiscal year of ________
through ________ are $_________ Purchaser may verify the real estate taxes on the
website of the New York City Department of Finance A printout from the website
is attached
(e) Seller is not a ldquosponsorrdquo or a nominee of a ldquosponsorrdquo under any plan of
condominium organization affecting the Unit
(f) All refrigerators freezers ranges dishwashers washing machines
clothes dryers and air conditioning equipment included in this sale will be in working
order at the time of Closing
(g) If a copy is attached to this Contract the copy of the Certificate of
Occupancy covering the Unit is a true and correct copy and
(h) Seller is not a ldquoforeign personrdquo as defined in para 17 (If inapplicable
delete and provide for compliance with Code Withholding Section as defined in para
17)
6 Closing Documents (a) At the Closing Seller shall deliver to Purchaser the
following
(i) Bargain and sale deed With covenant against grantorrsquos acts
(ldquoDeedrdquo) complying with RPL sect 339-o and containing the covenant required by LL sect
13(5) conveying to Purchaser title to the Unit together with its undivided interest in the
Common Elements (as such term is defined in the Declaration and which term shall be
deemed to include Sellerrsquos right title and interest in any limited common elements
attributable to or used in connection with the Unit) appurtenant thereto free and clear of
all liens and encumbrances other than Permitted Exceptions The Deed shall be executed
and acknowledged by Seller and if requested by the Condominium executed and
acknowledged by Purchaser in proper statutory form for recording
- 4 -
(ii) If a corporation and if required pursuant to BCL sect 909 Seller
shall deliver to Purchaser (1) a resolution of its board of directors authorizing the delivery
of the Deed and (2) a certificate executed by an officer of such corporation certifying as
to the adoption of such resolution and setting forth facts demonstrating that the delivery
of the Deed is in conformity with the requirements of BCL sect 909 The Deed shall also
contain a recital sufficient to establish compliance with such law
(iii) A waiver of right of first refusal of the board of managers of
the Condominium (ldquoBoardrdquo) if required in accordance with para 8
(iv) A statement by the Condominium or its managing agent that
the common charges and any assessments then due and payable the Condominium have
been paid to the date of the Closing
(v) All keys to the doors of and mailbox for the Unit
(vi) Such affidavits andor other evidence as the title company
(ldquoTitle Companyrdquo) from which Purchaser has ordered a title insurance report and which
is authorized to do business in New York State shall reasonably require in order to omit
from its title insurance policy all exceptions for judgments bankruptcies or other returns
against Seller and persons or entities whose names are the same as or are similar to
Sellerrsquos name
(vii) New York City Real Property Transfer Tax Return if
applicable and New York State Real Estate Transfer Tax Return prepared executed and
acknowledged by Seller in proper form for submission
(viii) Checks in payment of all applicable real property transfer
taxes except a transfer tax which by law is primarily imposed on the purchaser
(ldquoPurchaser Transfer Taxrdquo) due in connection with the sale In lieu of delivery of such
checks Seller shall have the right upon reasonable prior notice to Purchaser to cause
Purchaser to deliver said checks at the Closing and to credit the amount thereof against
the balance of the Purchase Price Seller shall pay the additional transfer taxes if any
payable after the Closing by reason of the conveyance of the Unit which obligation shall
survive the Closing
(ix) Certification that Seller is not a foreign person pursuant to
para 17 or a withholding certificate from the Internal Revenue Service (If inapplicable
delete and provide for compliance with Code Section as defined in para 17) and
(x) Affidavit that a single station smoke detecting alarm device is
installed pursuant to New York Executive Law sect378(5)
(b) At the Closing Purchaser shall deliver to Seller the following
- 5 -
(i) Checks in payment of (y) the balance of the Purchase Price in
accordance with subpara 3(b) and (z) any Purchaser Transfer Tax
(ii) If required by the Declaration or By-Laws power of attorney
to the Board prepared by Seller in the form required by the Condominium The power of
attorney shall be executed and acknowledged by Purchaser and after being recorded
shall be sent to the Condominium
(iii) New York City Real Property Transfer Tax Return executed
and acknowledged by Purchaser and an Affidavit in Lieu of Registration pursuant to New
York Multiple Dwelling Law each in proper form for submission if applicable and
(iv) If required New York State Equalization Return executed
and acknowledged by Purchaser in proper form for submission
(c) It is a condition of Purchaserrsquos obligation to close title hereunder that
(i) All notes or notices of violations of law or governmental
orders ordinances or requirements affecting the Unit and noted or issued by any
governmental department agency or bureau having jurisdiction which were noted or
issued on or prior to the date hereof shall have been cured by Seller
(ii) Any written notice to Seller from the Condominium (or its
duly authorized representative) that the Unit is in violation of the Declaration By-Laws
or rules and regulations of the Condominium shall have been cured and
(iii) The Condominium is a valid condominium created pursuant
to RPL Art 9-B and the Title Company will so insure
7 Closing Adjustments (a) The following adjustments shall be made as of
1159 PM of the day before the Closing
(i) Real estate taxes and water charges and sewer rents if
separately assessed on the basis of the fiscal period for which assessed except that if
there is a water meter with respect to the Unit apportionment shall be based on the last
available reading subject to adjustment after the Closing promptly after the next reading
is available provided however that in the event real estate taxes have not as of the date
of Closing been separately assessed to the Unit real estate taxes shall be apportioned on
the same basis as provided in the Declaration or By-Laws or in the absence of such
provision based upon the Unitrsquos percentage interest in the Common Elements
(ii) Common charges of the Condominium and
(iii) If fuel is separately stored with respect to the Unit only the
value of fuel stored with respect to the Unit at the price then charged by Sellerrsquos supplier
- 6 -
(as determined by a letter or certificate to be obtained by Seller from such supplier)
including any sales taxes
(b) If at the time of Closing the Unit is affected by an assessment which is
or may become payable in installments then for the purposes of this Contract only the
unpaid installments which are then due shall be considered due and are to be paid by
Seller at the Closing All subsequent installments at the time of Closing shall be the
obligation of Purchaser
(c) Any errors or omissions in computing closing adjustments shall be
corrected This subpara 7(c) shall survive the Closing
(d) If the Unit is located in the City of New York the ldquocustoms in respect
to title closingsrdquo recommended by The Real Estate Board of New York Inc as amended
and in effect on the date of Closing shall apply to the adjustments and other matters
therein mentioned except as otherwise provided herein
8 Right of First Refusal If so provided in the Declaration or By-Laws this
sale is subject to and conditioned upon the waiver of a right of first refusal to purchase
the Unit held by the Condominium and exercisable by the Board Seller agrees to give
notice promptly to the Board of the contemplated sale of the Unit to Purchaser which
notice shall be given in accordance with the terms of the Declaration and By-Laws and
Purchaser agrees to provide promptly all applications information and references
reasonably requested by the Board If the Board shall exercise such right of first refusal
Seller shall promptly refund to Purchaser the Downpayment (which term for all purposes
of this Contract shall be deemed to include interest if any earned thereon) and upon the
making of such refund this Contract shall be deemed cancelled and of no further force or
effect and neither party shall have any further rights against or obligations or liabilities
to the other by reason of this Contract If the Board shall fail to exercise such right of
first refusal within the time and in the manner provided for in the Declaration or By-Laws
or shall declare in writing its intention not to exercise such right of first refusal (a copy of
which writing shall be delivered to Purchaser promptly following receipt thereof) the
parties hereto shall proceed with this sale in accordance with the provisions of this
Contract
9 Processing Fee Seller shall at the Closing pay all fees and charges payable
to the Condominium (andor its managing agent) in connection with this sale and
customarily charged to Sellers by the Condominium including without limitation
any processing fee the legal fees if any of the Condominiumrsquos attorney in connection
with this sale and unless otherwise agreed to by Seller and Purchaser in writing all ldquoflip
taxesrdquo transfer or entrance fees or similar charges if any payable to or for the
Condominium or otherwise for the benefit of the Condominium unit owners which arise
by reason of this sale Purchaser shall pay all fees customarily charged to Purchasers
by the Condominium or Managing Agent
- 7 -
10 No Other Representations Purchaser has examined and is satisfied with the
Declaration By-Laws and rules and regulations of the Condominium or has waived the
examination thereof Purchaser has inspected the Unit its fixtures appliances and
equipment and the personal property if any included in this sale as well as the Common
Elements of the Condominium and knows the condition thereof and subject to subpara
5(f) agrees to accept the same ldquoas isrdquo ie in the condition they are in on the date hereof
subject to normal use wear and tear between the date hereof and the Closing Purchaser
has examined or waived examination of the last audited financial statements of the
Condominium and has considered or waived consideration of all other matters pertaining
to this Contract and to the purchase to be made hereunder and does not rely on any
representations made by any broker or by Seller or anyone acting or purporting to act on
behalf of Seller as to any matters which might influence or affect the decision to execute
this Contract or to buy the Unit or said personal property except those representations
and warranties which are specifically set forth in this Contract
11 Possession Seller shall prior to the Closing remove from the Unit all
furniture furnishings and other personal property not included in this sale shall repair
any damage caused by such removal and shall deliver exclusive possession of the Unit at
the Closing vacant broom-clean and free of tenancies or other rights of use or
possession
12 Access Seller shall permit Purchaser and its architect decorator or other
authorized persons to have the right of access to the Unit between the date hereof and the
Closing for the purpose of inspecting the same and taking measurements at reasonable
times and upon reasonable prior notice to Seller (by telephone or otherwise) Further
Purchaser shall have the right to inspect the Unit at a reasonable time during the 24-hour
period immediately preceding the Closing
13 Defaults and Remedies (a) If Purchaser defaults hereunder Sellerrsquos sole
remedy shall be to retain the Downpayment as liquidated damages it being agreed that
Sellerrsquos damages in case of Purchaserrsquos default might be impossible to ascertain and that
the Downpayment constitutes a fair and reasonable amount of damages under the
circumstances and is not a penalty
(b) If Seller defaults hereunder Purchaser shall have such remedies as
Purchaser shall be entitled to at law or in equity including but not limited to specific
performance
14 Notices Any notice request or other communication (ldquoNoticerdquo) given or
made hereunder (except for the notice required by para 12) shall be in writing and either
(a) sent by any of the parties hereto or their respective attorneys by registered or certified
mail return receipt requested postage prepaid or (b) delivered in person or by overnight
courier with receipt acknowledged to the address given at the beginning of this Contract
for the party to whom the Notice is to be given or to such other address for such party as
said party shall hereafter designate by Notice given to the other party pursuant to this
- 8 -
para 14 or (c) with respect to para 6(a)(viii) or para 18(b) sent by fax to the partyrsquos
attorney Each Notice mailed shall be deemed given on the third business day following
the date of mailing the same and each Notice delivered in person or by overnight courier
shall be deemed given when delivered A copy of each notice sent to a party shall also be
sent to the partyrsquos attorney Each notice sent by fax shall be deemed given when
transmission is confirmed by the senders fax machine The attorneys for the parties are
hereby authorized to give and receive on behalf of their clients all Notices and deliveries
15 Purchaserrsquos Lien The Downpayment and all other sums paid on account of
this Contract and the reasonable expenses of the examination of title to and departmental
violation searches in respect of the Unit are hereby made a lien upon the Unit but such
lien shall not continue after default by Purchaser hereunder
16 Downpayment in Escrow (a) Sellerrsquos attorney (ldquoEscroweerdquo) shall hold the
Downpayment in escrow in a segregated bank account at the depository identified at the
end of this Contract until Closing or sooner termination of this Contract and shall pay
over or apply the Downpayment in accordance with the terms of this para 16 Escrowee
shall hold the Downpayment in a(n) interest-bearing Escrow account for the benefit of
the parties If interest is held for the benefit of the parties it shall be paid to the party
entitled to the Downpayment and the party receiving the interest shall pay any income
taxes thereon If interest is not held for the benefit of the parties the Downpayment shall
be placed in an IOLA account or as otherwise permitted or required by law The Social
Security or Federal Identification numbers of the parties shall be furnished to Escrowee
upon request At Closing the Downpayment shall be paid by Escrowee to Seller If for
any reason Closing does not occur and either party gives Notice (as defined in paragraph
14) to Escrowee demanding payment of the Downpayment Escrowee shall give prompt
Notice to the other party of such demand If Escrowee does not receive Notice of
objection from such other party to the proposed payment within 10 business days after
the giving of such Notice Escrowee is hereby authorized and directed to make such
payment If Escrowee does receive such Notice of objection within such 10 day period or
if for any other reason Escrowee in good faith shall elect not to make such payment
Escrowee shall continue to hold such amount until otherwise directed by Notice from the
parties to this Contract or a final nonappealable judgment order or decree of a court
However Escrowee shall have the right at any time to deposit the Downpayment with the
clerk of a court in the county in which the Unit is located and shall give Notice of such
deposit to Seller and Purchaser Upon such deposit or other disbursement in accordance
with the terms of this para 16 Escrowee shall be relieved and discharged of all further
obligations and responsibilities hereunder
(b) The parties acknowledge that Escrowee is acting solely as a
stakeholder at their request and for their convenience and that Escrowee shall not be
liable to either party for any act or omission on its part unless taken or suffered in bad
faith or in willful disregard of this Contract or involving gross negligence on the part of
Escrowee Seller and Purchaser jointly and severally (with right of contribution) agree to
- 9 -
defend (by attorneys selected by Escrowee) indemnify and hold Escrowee harmless from
and against all costs claims and expenses (including reasonable attorneysrsquo fees) incurred
in connection with the performance of Escroweersquos 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 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 Escroweersquos agreement to the provisions of this para 16 by signing in
the place indicated in this Contract
(e) Escrowee or any member of its firm shall be permitted to act as
counsel for Seller in any dispute as to the disbursement of the Downpayment or any other
dispute between the parties whether or not Escrowee is in possession of the
Downpayment and continues to act as Escrowee
(f) The party whose attorney is Escrowee shall be liable for loss of the
Downpayment
17 FIRPTA Seller represents and warrants to Purchaser that Seller is not a
ldquoforeign personrdquo as defined in IRC sect 1445 as amended and the regulations issued
thereunder (ldquoCode Withholding Sectionrdquo) At the Closing Seller shall deliver to
Purchaser a certificate stating that Seller is not a foreign person in the form then required
by the Code Withholding Section or a withholding certificate from the Internal Revenue
Service In the event Seller fails to deliver the aforesaid certificate or in the event that
Purchaser is not entitled under the Code Withholding Section to rely on such certificate
Purchaser shall deduct and withhold from the Purchase Price a sum equal to 10 thereof
and shall at Closing remit the withheld amount with the required forms to the Internal
Revenue Service
18 Title Report Acceptable Title (a) Purchaser shall promptly after the date
hereof or after receipt of the mortgage commitment letter if applicable order a title
insurance report from the Title Company Promptly after receipt of the title report and
thereafter of any continuations thereof and supplements thereto Purchaser shall forward a
copy of each such report continuation or supplement to the attorney for Seller Purchaser
shall further notify Sellerrsquos attorney of any other objections to title not reflected in such
title report of which Purchaser becomes aware following the delivery of such report
reasonably promptly after becoming aware of such objections
(b) Any unpaid taxes assessments water charges and sewer rents
together with the interest and penalties thereon to a date not less than two days following
- 10 -
the date of Closing and any other liens and encumbrances which Seller is obligated to
pay and discharge or which are against corporations estates or other persons in the chain
of title together with the cost of recording or filing any instruments necessary to
discharge such liens and encumbrances of record may be paid out of the proceeds of the
monies payable at the Closing if Seller delivers to Purchaser at the Closing official bills
for such taxes assessments water charges sewer rents interest and penalties and
instruments in recordable form sufficient to discharge any other liens and encumbrances
of record Upon request made a reasonable time before the Closing Purchaser shall
provide at the Closing separate checks for the foregoing payable to the order of the holder
of any such lien charge or encumbrance and other wise complying with subpara 3(b) If
the Title Company is willing to insure Purchaser that such charges liens and
encumbrances will not be collected out of or enforced against the Unit and is willing to
insure the lien of Purchaserrsquos Institutional Lender (as hereinafter defined) free and clear
of any such charges liens and encumbrances then Seller shall have the right in lieu of
payment and discharge to deposit with the Title Company such funds or to give such
assurances or to pay such special or additional premiums as the Title Company may
require in order to so insure In such case the charges liens and encumbrances with
respect to which the Title Company has agreed so to insure shall not be considered
objections to title
(c) Seller shall convey and Purchaser shall accept fee simple title to the
Unit in accordance with the terms of this Contract subject only to (a) the Permitted
Exceptions and (b) such other matters as (i) the Title Company or any other title insurer
licensed to do business by the State of New York shall be willing without special or
additional premium to omit as exceptions to coverage or to except with insurance against
collection out of or enforcement against the Unit and (ii) shall be accepted by any lender
which has committed in writing to provide mortgage financing to Purchaser for the
purchase of the Unit (ldquoPurchaserrsquos Institutional Lenderrdquo) except that if such
acceptance by Purchaserrsquos Institutional Lender is unreasonably withheld or delayed such
acceptance shall be deemed to have been given
(d) Notwithstanding any contrary provisions in this Contract express or
implied or any contrary rule of law or custom if Seller shall be unable to convey the
Unit in accordance with this Contract (provided that Seller shall release discharge or
otherwise cure at or prior to Closing any matter created by Seller after the date hereof and
any existing mortgage unless this sale is subject to it) and if Purchaser elects not to
complete this transaction without abatement of the Purchase Price the sole obligation and
liability of Seller shall be to refund the Downpayment to Purchaser together with the
reasonable cost of the examination of title to and departmental violation searches in
respect of the Unit and upon the making of such refund and payment this Contract shall
be deemed cancelled and of no further force or effect and neither party shall have any
further rights against or obligations or liabilities to the other by reason of this Contract
However nothing contained in this subpara 18(d) shall be construed to relieve Seller
from liability due to a willful default
- 11 -
19 Risk of Loss Casualty (a) The risk of loss or damage to the Unit or the
personal property included in this sale by fire or other casualty until the earlier of the
Closing or possession of the Unit by Purchaser is assumed by Seller but without any
obligation of Seller to repair or replace any such loss or damage unless Seller elects to do
so as hereinafter provided Seller shall notify Purchaser of the occurrence of any such
loss or damage to the Unit or the personal property included in this sale within 10 days
after such occurrence or by the date of Closing whichever first occurs and by such
notice shall state whether or not Seller elects to repair or restore the Unit andor the
personal property as the case may be If Seller elects to make such repairs and
restorations Sellerrsquos notice shall set forth an adjourned date for the Closing which shall
be not more than 60 days after the date of the giving of Sellerrsquos notice If Seller either
does not elect to do so or having elected to make such repairs and restorations fails to
complete the same on or before said adjourned date for the Closing Purchaser shall have
the following options
(i) To declare this Contract cancelled and of no further force or
effect and receive a refund of the Downpayment in which event neither party shall
thereafter have any further rights against or obligations or liabilities to the other by
reason of this Contract or
(ii) To complete the purchase in accordance with this Contract
without reduction in the Purchase Price except as provided in the next sentence If Seller
carries hazard insurance covering such loss or damage Seller shall turn over to Purchaser
at the Closing the net proceeds actually collected by Seller under the provisions of such
hazard insurance policies to the extent that they are attributable to loss of or damage to
any property included in this sale less any sums theretofore expended by Seller in
repairing or replacing such loss or damage or in collecting such proceeds and Seller shall
assign (without recourse to Seller) Sellerrsquos right to receive any additional insurance
proceeds which are attributable to the loss of or damage to any property included in this
sale
(b) If Seller does not elect to make such repairs and restorations
Purchaser may exercise the resulting option under (i) or (ii) of (a) above only by notice
given to Seller within 10 days after receipt of Sellerrsquos notice If Seller elects to make such
repairs and restorations and fails to complete the same on or before the adjourned closing
date Purchaser may exercise either of the resulting options within 10 days after the
adjourned closing date
(c) In the event of any loss of or damage to the Common Elements which
materially and adversely affects access to or use of the Unit arising after the date of this
Contract but prior to the Closing Seller shall notify Purchaser of the occurrence thereof
within 10 days after such occurrence or by the date of Closing whichever occurs first in
which event Purchaser shall have the following options
- 12 -
(i) To complete the purchase in accordance with this Contract
without reduction in the Purchase Price or
(ii) To adjourn the Closing until the first to occur of (1)
completion of the repair and restoration of the loss or damage to the point that there is no
longer a materially adverse effect on the access to or use of the Unit or (2) the 60th day
after the date of the giving of Sellerrsquos aforesaid notice In the event Purchaser elects to
adjourn the Closing as aforesaid and such loss or damage is not so repaired and restored
within 60 days after the date of the giving of Sellerrsquos aforesaid notice then Purchaser
shall have the right either to (x) complete the purchase in accordance with this Contract
without reduction in the Purchase Price or (y) declare this Contract cancelled and of no
further force or effect and receive a refund of the Downpayment in which latter event
neither party shall thereafter have any further rights against or obligations or liabilities
to the other by reason of this Contract
(d) In the event of any loss of or damage to the Common Elements which
does not materially and adversely affect access to or use of the Unit Purchaser shall
accept title to the Unit in accordance with this Contract without abatement of the
Purchase Price
20 Internal Revenue Service Reporting Requirement Each party shall
execute acknowledge and deliver to the other party such instruments and take such other
actions as such other party may reasonably request in order to comply with IRC sect
6045(e) as amended or any successor provision or any regulations promulgated pursuant
thereto insofar as the same requires reporting of information in respect of real estate
transactions The provisions of this para 20 shall survive the Closing The parties
designate _________________________________ as the attorney responsible for
reporting this information as required by law
21 Broker Seller and Purchaser represent and warrant to each other that the only
real estate broker with whom they have dealt in connection with this Contract and the
transaction set forth herein is ______________________________ and that they know of
no other real estate broker who has claimed or may have the right to claim a commission
in connection with this transaction The commission of such real estate broker shall be
paid by Seller pursuant to separate agreement If no real estate broker is specified above
the parties acknowledge that this Contract was brought about by direct negotiation
between Seller and Purchaser and each represents to the other that it knows of no real
estate broker entitled to a commission in connection with this transaction Seller and
Purchaser shall indemnify and defend each other against any costs claims or expenses
(including reasonable attorneysrsquo fees) arising out of the breach on their respective parts of
any representation warranty or agreement contained in this para 21 The provisions of
this para 21 shall survive the Closing or if the Closing does not occur the termination of
this Contract
- 13 -
22 Mortgage Commitment Contingency (Delete paragraph if inapplicable) (a)
The obligation of Purchaser to purchase under this Contract is conditioned upon issuance
on or before ____________ days after a fully executed copy of this Contract is given to
Purchaser or Purchaserrsquos attorney in the manner set forth in paragraph 14 or
subparagraph 22(k) (the ldquoCommitment Daterdquo) 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 Purchasers sole cost and expense of $______________ for a term of at least _______
years (or such lesser sum or shorter term as Purchaser shall be willing to accept) at the
prevailing fixed or adjustable rate of interest and on other customary commitment terms
(the ldquoCommitmentrdquo) To the extent a Commitment is conditioned on the sale of
Purchaserrsquos current home payment of any outstanding debt no material adverse change
in Purchaserrsquos 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 Lenderrsquos approval of an appraisal shall not be deemed a ldquoCommitmentrdquo
hereunder until an appraisal is approved (and if that does not occur before the
Commitment Date Purchaser may cancel under subparagraph 22(e) unless the
Commitment Date is extended) Purchaserrsquos 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 Purchaserrsquos
election more than one Institutional Lender for such mortgage loan (ii) furnish accurate
and complete information regarding Purchaser and members of Purchaserrsquos 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 22(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 (ldquoMortgage Brokerrdquo) shall constitute full compliance with
the terms and conditions set forth in subparagraph 22(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 22
- 14 -
(e) If no Commitment is issued by the 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 22(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 22
(f) If this Contract is canceled by Purchaser pursuant to subparagraphs
22(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 21
(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 22(a) then Purchaser shall be deemed to have waived
Purchaserrsquos right to cancel this Contract and to receive a refund of the Downpayment by
reason of the contingency contained in this paragraph 22
(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 of its obligations under this
paragraph 22) and except as set forth in paragraph 21
(i) The attorneys for the parties are hereby authorized to give and receive
on behalf of their clients all Notices and deliveries under this paragraph 22
(j) For purposes of this Contract the term ldquoInstitutional Lenderrdquo 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
(k) For purposes of subparagraph (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
- 15 -
23 Gender Etc As used in this Contract the neuter includes the masculine and
feminine the singular includes the plural and the plural includes the singular as the
context may require
24 Entire Contract All prior understandings and agreements between Seller and
Purchaser are merged in this Contract and this Contract supersedes any and all
understandings and agreements between the parties and constitutes the entire agreement
between them with respect to the subject matter hereof
25 Captions The captions in this Contract are for convenience and reference
only and in no way define limit or describe the scope of this Contract and shall not be
considered in the interpretation of this Contract or any provision hereof
26 No Assignment by Purchaser Purchaser may not assign this Contract or any
of Purchaserrsquos rights hereunder
27 Successors and Assigns Subject to the provisions of para 26 the provisions
of this Contract shall bind and inure to the benefit of both Purchaser and Seller and their
respective distributees executors administrators heirs legal representatives successors
and permitted assigns
28 No Oral Changes This Contract cannot be changed or terminated orally Any
changes or additional provisions must be set forth in a rider attached hereto or in a
separate written agreement signed by both parties to this Contract
29 Contract Not Binding Until Signed This Contract shall not be binding or
effective until properly executed and delivered by Seller and Purchaser
30 Lead-Based Paint If applicable the complete and fully executed disclosure
of information on lead-based paint andor lead-based paint hazards is attached hereto and
made a part hereof
IN WITNESS WHEREOF the parties hereto have duly executed this Contract
on the day and year first above written
Seller Purchaser
_________________________________ ____________________________________
- 16 -
Agreed to as to para 16 ________________________________
Giddins Claman LLP Escrowee
Escrow Depository
Address
SCHEDULE A - Permitted Exceptions
1 Zoning laws and regulations and landmark historic or wetlands designation
which are not violated by the Unit and which are not violated by the Common Elements
to the extent that access to or use of the Unit would be materially and adversely affected
2 Consents for the erection of any structure or structures on under or above any
street or streets on which the Building may abut
3 The terms burdens covenants restrictions conditions easements and rules
and regulations set forth in the Declaration By-Laws and rules and regulations of the
Condominium the Power of Attorney from Purchaser to the board of managers of the
Condominium and the floor plans of the Condominium all as may be amended from time
to time
4 Rights of utility companies to lay maintain install and repair pipes lines
poles conduits cable boxes and related equipment on over and under the Building and
Common Elements provided that none of such rights imposes any monetary obligation
on the owner of the Unit or materially interferes with the use of or access to the Unit
5 Encroachments of stoops areas cellar steps trim cornices lintels window
sills awnings canopies ledges fences hedges coping and retaining walls projecting
from the Building over any street or highway or over any adjoining property and
encroachments of similar elements projecting from adjoining property over the Common
Elements
6 Any state of facts which an accurate survey or personal inspection of the
Building Common Elements or Unit would disclose provided that such facts do not
prevent the use of the Unit for dwelling purposes For the purposes of this Contract none
of the facts shown on the survey if any identified below shall be deemed to prevent the
use of the Unit for dwelling purposes and Purchaser shall accept title subject thereto
- 17 -
The survey referred to in No 6 above was prepared by
___________________________ dated _____________________ and last revised
____________________
7 The lien of any unpaid common charge real estate tax water charge sewer
rent or vault charge provided the same are paid or apportioned at the Closing as herein
provided
8 The lien of any unpaid assessments to the extent of installments thereof
payable after the Closing
9 Liens encumbrances and title conditions affecting the Common Elements
which do not materially and adversely affect the right of the Unit owner to use and enjoy
the Common Elements
10 Notes or notices of violations of law or governmental orders ordinances or
requirements (a) affecting the Unit and noted or issued subsequent to the date of this
Contract by any governmental department agency or bureau having jurisdiction and (b)
any such notes or notices affecting only the Common Elements which were noted or
issued prior to or on the date of this Contract or at any time hereafter
11 Any other matters or encumbrances subject to which Purchaser is required to
accept title to the Unit pursuant to this Contract
ABOUT THE SPEAKERS
Lisa Lippman Senior Vice President and Director was the 1 broker at Brown Harris Stevens in 2009 With 13 years of experience selling real estate Lisa specializes in the sale of high end cooperatives condominiums and townhomes throughout Manhattan As is clear from her record even in tough times Lisa manages to both sell and find homes for her clients
Other awards Lisa has won in the last few years include
middotWall Street Journal top 400-Lisa was 11 in the nation and 2 in Manhattan 2009middotWall Street Journal top 50 brokers in America 2007middotBrown Harris Stevens Westside Office Broker of the Year All Years 2006 - 2009 middotBrown Harris Stevens Westside Office Listing Broker of the Year 2007 2008 2009middotBrown Harris Stevens Largest New Development Deal of the Year 2009
Prior to becoming a real estate broker Lisa spent several years as a lawyer practicing litigation at two prestigious law firms She graduated from The University of Pennsylvania in 1986 and earned her law degree from Cardozo in 1990 Lisarsquos legal background affords her a keen understanding of the negotiation process as well as the complexities needed to complete the deal
A New York City resident for 24 years Lisa offers impeccable knowledge of the market as it applies across all neighborhoods She has lived downtown on the Upper East Side and has now resided on the Upper West Side for the past 14 years Additionally as the mother of three children Lisa is personally involved in the decisions all buyers face in choosing a neighborhood and a home
Lisa takes pride in being a straight-forward intelligent and honest broker She understands the individual needs of each client as well as their comfort with the purchase andor sale process Her listening talents combined with her unbeatable memory work ethic and negotiation skills allow her to service her buyers and sellers most effectively Lisa is also active in the New York community including the UJA and her childrenrsquos school All of this enables her to offer a well-rounded approach to navigating the New York real estate landscape bringing to life the nuances and charms that the City and its real estate market have to offer
LISA LIPPMANSenior Vice PresidentDirector
Lisa Lippman bull 212- 588-5606 bull fax 212-418-9733 bull llippmanbhsusacom
GIDDINS bull CLAMAN LLP
Attorneys at Law
675 THIRD AVENUE
29TH
FLOOR
NEW YORK NEW YORK 10017
(212)573-6703
FAX (212)949-1923 Paul M Giddins
Scott Claman
Giddins Claman LLP ndash Firm Biography
Giddins Claman LLP (formerly Giddins Claman amp Langs LLP) was
established in 1988 by Paul M Giddins formerly an Assistant District Attorney in
the New York County District Attorneyrsquos Office For over 20 years the firm has
specialized in real estate matters in the New York City metropolitan area with an
active transactional real estate practice Mr Giddins has specialized in residential
real estate during that time In addition to purchase sale and refinance transactions
Mr Giddins represents cooperative apartment boards of directors and condominium
boards of managers Mr Giddins also regularly gives lectures and seminars on real
estate matters for many of the prominent real estate brokerage firms in New York
Scott Claman has been in the practice of law in New York for over 26 years
and joined the firm as a member in 1996 having previously been a partner at a law
firm that specialized in the representation of cooperative apartment boards of
directors and condominium boards of managers Mr Claman is regularly engaged
in a variety of transactional real estate matters ranging from commercial leasing
mortgage financing and asset dispositions to individual apartment and house sales
In addition to individual and institutional owners of residential and commercial real
estate Mr Claman also represents cooperative apartment boards of directors and
condominium boards of managers and has given numerous lectures and seminars
on real estate matters for the Real Estate Board of New York and for many of the
prominent real estate brokerage firms in New York
Steven M Nachman serves as Of Counsel to the firm in connection with
commercial and general litigation matters Mr Nachman formerly associated with
the firm of Stroock amp Stroock amp Lavan has over 20 years of civil litigation
experience
Giddins Claman LLP is proud to provide our clients with the benefits of our
collective experience as seasoned litigators and transactional real estate specialists
while maintaining our personal commitment to represent our clients in a manner
associated with a smaller practice
ManhattanResidential Market Report
Fourth Quarter 2010
Manhattan Cooperatives and Condominiums
2 Fourth Quarter 2010
Average and Median Sale Price
Cooperative Average Sale Price
Condominium Average Sale Price
Cover Property BrownHarrisStevenscom WEB272151
Average Sale Price Median Sale Price
Prices for Manhattan apartments continued to edge upward
as their average sale price of $1432787 was 8 higher
than a year ago This marked the sixth straight quarter that
the average price has risen While the number of recorded
transactions fell 25 from a year ago the fourth quarter of 2009
was uncharacteristically busy due to pent-up demand after the
collapse of Lehman Brothers had frozen the market earlier that year
The average co-op price continued to rise sharply as
more buyers favored larger apartments compared to a year ago Two-bedroom and larger
units accounted for 45 of co-op sales up from 40 a year ago This helped push
the overall average co-op price up 17 from 2009rsquos fourth
quarter to $1158333
Condo prices averaged $1751219 during the fourth
quarter 1 higher than a year ago One-bedrooms posted the
biggest increase in average price rising 9 over the past year
to $844964
Studio 1-Bedroom 2-Bedroom 3+Bedroom All
4th Q 10 $342545 $593718 $1231116 $3150700 $1158333
3rd Q 10 $366086 $606444 $1206257 $3049980 $1156733
2nd Q 10 $356696 $597311 $1301392 $2872496 $1065814
1st Q 10 $334307 $587538 $1132150 $3098881 $1079195
4th Q 09 $345725 $585238 $1133967 $3001012 $990921
Studio 1-Bedroom 2-Bedroom 3+Bedroom All
4th Q 10 $495002 $844964 $1637638 $4567750 $1751219
3rd Q 10 $495876 $809514 $1596021 $3835376 $1724180
2nd Q 10 $464559 $840829 $1570772 $3922994 $1686690
1st Q 10 $529970 $819785 $1608375 $4250098 $1730415
4th Q 09 $554568 $772525 $1583362 $4574080 $1732362
Average Sale Price Median Sale Price
$1600000
$1400000
$1200000
$1000000
$800000
$400000
$600000
$1369883 $820000
1Q10
$1324504 $800000
4Q09
$1432787 $840000
4Q10
$1423378 $890000
3Q10
$1377135 $842779
2Q10
Fourth Quarter 2010 3
New Developments Lofts
Time on the Market
Excludes new developments and units listed over one year Based on the last asking price Excludes new developments
Average Price Per Square Foot
New development prices averaged $1099 per square foot 11 less than during the fourth quarter of 2009 This was due in part to an increase in the percent of new development sales in Northern Manhattan from 9 a year ago to 15 At $1052 the average price per square foot for loft apartments was 3 higher than during 2009rsquos fourth quarter
Apartments sold during the quarter spent an average of 113 days on the market 14 less time than a year ago Sellers received 955 of the last asking price up slightly from the fourth quarter of 2009
Asking Vs Selling Price
$700
$900
$1100
$1300 $1099
4Q10
$1238
4Q09
$1146
1Q10 2Q10
$1176
$700
$900
$1100
$1300 $1052
4Q10
$1017
4Q09
$1037
1Q10
$1066
2Q10
$1112
3Q10
$1077
3Q10
75 days
100 days
125 days
150 days 113
4Q10
132
4Q09
119
1Q10
112
2Q10
85
90
95
100 955
4Q10
954
4Q09
962
1Q10
97
3Q10
959
3Q10
966
2Q10
Generally 59th to 96th Street Fifth Avenue to the East River
Cooperative Condominium
East sidE
4 Fourth Quarter 2010
Average Price Per Square Foot
At an average of $1581971 prices for two-bedroom East Side
apartments were 14 higher than a year ago The average price fell
13 for three-bedroom and larger apartments due in part to 2 closings
of over $30 million a year ago inflating that figure Co-ops fared better than condos as the average
price per room rose for both prewar and postwar co-ops over the past year
while the average condo price per square foot fell
Average Price Per Room
4Q09 4Q10
Studio 1-Bedroom 2-Bedroom 3+Bedroom
Percent of Sales
4th Q 09 10 35 36 19
4th Q 10 11 39 28 22
Average Price
4th Q 09 $351462 $647300 $1383364 $4146087
4th Q 10 $355459 $647207 $1581971 $3605513
Change 1 0 14 -13
$100000
$300000
$150000
$200000
$250000
$350000
$400000
$50000
$200
$1000
$400
$600
$800
$1200
$1400
$0
Postwar
$204713 $210559
Prewar
$348425 $383335
4Q10
$1126
4Q09
$1168
Generally 59th to 110th Street Hudson River to West of Fifth Avenue
WEst sidE
Fourth Quarter 2010 5
Cooperative CondominiumAverage Price Per Room Average Price Per Square Foot
With the exception of studios prices rose for all other size categories of apartments on
the West Side led by a 21 gain in the average price for
three-bedroom and larger units This increase was helped by
535 West End Avenue whose three-bedroom closing prices averaged over $115 million
in the fourth quarter Co-ops remained strong as the average
price per room rose 21 for prewar and 12 for postwar co-ops on the West Side The average condo price per square
foot rose 3 to $1309 making the West Side the only
area where both co-op and condo prices were higher
than a year ago
4Q09 4Q10
Studio 1-Bedroom 2-Bedroom 3+Bedroom
Percent of Sales
4th Q 09 10 37 37 16
4th Q 10 8 33 38 21
Average Price
4th Q 09 $417466 $656421 $1326640 $3325062
4th Q 10 $391228 $766529 $1378920 $4030338
Change -6 17 4 21
$125000
$225000
$150000
$175000
$200000
$250000
$275000
$100000
$200
$1000
$400
$600
$800
$1200
$1400
$0
4Q09
$1267
4Q10
$1309
Prewar
$215967 $260653
Postwar
$189264 $212348
MidtoWn East Generally 34th to 59th Street Fifth Avenue to the East River
MidtoWn
MidtoWn WEst Generally 34th to 59th Street Hudson River to West of Fifth Avenue
6 Fourth Quarter 2010
Cooperative Condominium
Cooperative Condominium
Average Price Per Room Average Price Per Square Foot
Average Price Per Room Average Price Per Square Foot
A couple of high-end closings at The Plaza and One Beacon Court helped bring the average condo price per square foot 27 higher in the Midtown East market compared
to a year ago The average price per room fell 5 for prewar while rising
8 for postwar co-ops
The average price per square foot rose 12 for condos over the
past year in the Midtown West market A number of closings at The Sheffield and Platinum
helped bring up this figure The average price per room fell for
both prewar and postwar co-ops in this market compared
to a year ago
$175000
$100000
$125000
$150000
$200000
$225000
$1000
$250
$500
$750
$1250
$1500
4Q09 4Q10
$212198 $200857
Prewar
$188662 $204639
Postwar
$1171
4Q09
$1485
4Q10
$252044 $199029 $231213 $221850 $1180$1055
4Q10Prewar Postwar 4Q09
$1000
$250
$500
$750
$1250
$1500
4Q09 4Q10
$200000
$50000
$100000
$150000
$250000
$300000
Cooperative Condominium
Fourth Quarter 2010 7
Average Price Per Room Average Price Per Square Foot
South of 34th Street
doWntoWn
While the average price fell 23 for three-bedroom and
larger apartments Downtown from a year ago a large
number of closings at the Superior Ink building inflated 2009rsquos figure This also is a reason why the overall condo
price per square foot fell 10 from a year ago The average
co-op price per room rose 13 for prewar and 4 for
postwar units from 2009rsquos fourth quarter
4Q09 4Q10
Studio 1-Bedroom 2-Bedroom 3+Bedroom
Percent of Sales
4th Q 09 17 43 28 12
4th Q 10 16 41 31 12
Average Price
4th Q 09 $452722 $704292 $1615877 $4665379
4th Q 10 $444618 $741919 $1581625 $3605513
Change -2 5 -2 -23
Prewar
$208503 $235826
Postwar
$188600 $195854
$100000
$200000
$125000
$150000
$175000
$225000
$250000
$75000
$800
$1200
$900
$1000
$1100
$1300
$1400
$700
4Q09
$1326
4Q10
$1194
Cooperative CondominiumAverage Price Per Room Average Price Per Square Foot
Generally North of 96th Street on the East Side and 110th Street on the West Side
NEW YORK CITY bull PALM BEACH bull THE HAMPTONS bull NORTH FORK 2129069200
EAST SIDE445 Park AvenueHall F Willkie PresidentRuth McCoy EVPManaging Director of Sales
UPPER EAST SIDE1121 Madison AvenuePeter R Marra EVPManaging Director of Sales
EDWARD LEE CAVE DIVISION790 Madison AvenueCaroline E Y GuthriePresident
WEST SIDE1926 BroadwayJames M Gricar EVP Managing Director of Sales
BROOKLYN HEIGHTS129 Montague StreetChristopher Thomas EVPManaging Director of Sales
PARK SLOPE100 Seventh AvenueMaryAnn Albano EVPManaging Director of Sales
NEW DEVELOPMENT445 Park Avenue James M GricarManaging DirectorBrown Harris Stevens On-Site Marketing and Sales
Prepared by Gregory Heym Chief Economist Brown Harris Stevenscopy2010 by Brown Harris Stevens All Rights Reserved This information may not be copied used or distributed without Brown Harris Stevensrsquo consent While information is believed true no guaranty is made of accuracy
While the average price fell for three-bedroom and larger apartments it was higher for
all other size categories in Northern Manhattan Condo
prices rose slightly as their average price per square foot of $566 was up 1 from a
year ago The average price per room fell for both prewar and
postwar co-ops compared to a year ago
This report is based on 1901 reported Manhattan apartment sales 25 less than were reported during last yearrsquos comparable period
VILLAGE2 Fifth AvenueKevin Kovesci EVPManaging Director of Sales
TRIBECA43 North MooreKevin Kovesci EVPManaging Director of Sales
northErn Manhattan
Studio 1-Bedroom 2-Bedroom 3+Bedroom
Percent of Sales
4th Q 09 6 35 43 16
4th Q 10 8 38 38 16
Average Price
4th Q 09 $227611 $352759 $567332 $1101778
4th Q 10 $319798 $394509 $577071 $710832
Change 41 12 2 -35
$100
$500
$200
$300
$400
$600
$700
$0
4Q09 4Q10
4Q09
$563
4Q10
$566
$70000
$110000
$80000
$90000
$100000
$120000
$130000
$60000
Prewar
$120601 $97757
Postwar
$110104 $106330
Faculty Biographies
REAL PROPERTY SECTION gt Officer Bio
Chair Leo Genn Esq
Office Address Northside Center for Child Development 1301 Fifth Ave New York NY 10029-3119
Phone 212-426-3406 Fax 212-410-7561 Email lgenn_esqyahoocom
After working briefly as a litigator Mr Genn became House Counsel at NorthsideCenter for Child Development a Manhattan-based not for profit where he handles contract negotiations commercial leasing property management and insurance issues Mr Genn also writes government grants Before law school Mr Genn spent eight years managing commercial and residential real estate in New York City Mr Genn has also worked for New York Citys Office of Economic Development In March 2002 Mr Genns article on the notice requirements in foreclosure proceedings appeared on thecover of the New York Real Estate Law Reporter Mr Gennrsquos favorite law quote is Oliver Wendell Holmes remark A word is not a crystal transparent and unchanged it isthe skin of a living thought and may vary greatly in color and content according to thecircumstances and time in which it is used Mr Gennrsquos favorite case is Raffles v
ichelhaus and his favorite legal fiction is promissory estoppel W
Paul M Giddins Partner
Giddins Claman LLP Paul M Giddins is a partner at Giddins Claman LLP a law firm in New York City Mr Giddins received a Bachelor of Arts degree from Trinity College- Hartford and a law degree from American University Washington School of Law
LISA LIPPMAN | Senior Vice President Director | Licensed Associate Real Estate Broker
printer friendly page
1926 Broadway New York NY 10023 Tel (212) 588-5606 Fax (212) 418-9733 llippmanbhsusacom download contact info view current listings view sold listings
FEATURED PROPERTY - UPPER EAST SIDE
2COOPERATIVE
25 EAST 79TH STREET
rice $1299000
isting ID 1127158
PBedrooms 2 Baths 20 L
Lisa Lippman Senior Vice President and Director was the 1 broker at Brown Harris Stevens in 2009 With 13 years of experience selling real estate Lisa specializes in the sale of high end cooperatives condominiums and townhomes throughout Manhattan As is clear from her record even in tough times Lisa manages to both sell and find homes for her clients Other awards Lisa has won in the last few years include middotWall Street Journal top 400-Lisa was 11 in the nation and 2 in Manhattan 2009 middotWall Street Journal top 50 brokers in America 2007 middotBrown Harris Stevens Westside Office Broker of the Year All Years 2006 - 2009 middotBrown Harris Stevens Westside Office Listing Broker of the Year 2007 2008 2009 middotBrown Harris Stevens Largest New Development Deal of the Year 2009 Prior to becoming a real estate broker Lisa spent several years as a lawyer practicing litigation at two prestigious law firms She graduated from The University of Pennsylvania in 1986 and earned her law degree from Cardozo in 1990 Lisas legal background affords her a keen understanding of the negotiation process as well as the complexities needed to complete the deal A New York City resident for 24 years Lisa offers impeccable knowledge of the market as it applies across all neighborhoods She has lived downtown on the Upper East Side and has now resided on the Upper West Side for the past 14 years Additionally as the mother of three children Lisa is personally involved in the decisions all buyers face in choosing a neighborhood and a home Lisa takes pride in being a straight-forward intelligent and honest broker She understands the individual needs of each client as well as their comfort with the purchase andor sale process Her listening talents combined with her unbeatable memory work ethic and negotiation skills allow her to service her buyers and sellers most effectively Lisa is also active in the New York community including the UJA and her childrens school All of this enables her to offer a well-rounded approach to navigating the New York real estate landscape bringing to life the nuances and charms that the City and its real estate market have to offer
interest thereon if any in accordance with this para 27 Escrowee shall be released and discharged of all escrow obligations and liabilities 272 The Party whose Attorney is Escrowee shall be liable for loss of the Contract Deposit If the Escrowee is Sellers attorney then Purchaser shall be credited with the amount of the contract Deposit at Closing 273 Escrowee will serve without compensation Escrowee is acting solely as a stakeholder at the Parties request and for their convenience Escrowee shall not be liable to either Party for any act or omission unless it involves bad faith willful disregard of this Contract or gross negligence In the event of any dispute Seller and Purchaser shall jointly and severally (with right of contribution) defend (by attorneys selected by Escrowee) indemnify and hold harmless Escrowee from and against any claim judgment loss liability cost and expenses incurred in connection with the performance of Escrowees acts or omissions not involving bad faith willful disregard of this Contract or gross negligence This indemnity includes without limitation reasonable attorneys fees either paid to retain attorneys or representing the fair value of legal services rendered by Escrowee to itself and disbursements court costs and litigation expenses 274 Escrowee acknowledges receipt of the Contract Deposit by check subject to collection
275 Escrowee agrees to the provisions of this para 27 276 If Escrowee is the Attorney for a Party Escrowee shall be permitted to represent such Party in any dispute or lawsuit 277 This para 27 shall survive Closing cancellation or termination of this Contract 28 Margin Headings The margin headings do not constitute part of the text of this Contract 29 Miscellaneous This Contract shall not be binding unless and until Seller delivers a fully executed counterpart of this Contract to Purchaser (or Purchasers Attorney) pursuant to para 172 and 173 This Contract shall bind and inure to the benefit of the Parties hereto and their respective heirs personal and legal representatives and successors in interest 30 Lead Paint If applicable the complete and fully executed Disclosure of Information on Lead Based Paint and or Lead-Based Paint Hazards is attached hereto and made a part hereof
In Witness Whereof the Parties hereto have duly executed this Contract as of the date first above written
ESCROW TERMS AGREED TO SELLER PURCHASER GIDDINS CLAMAN LLP ESCROWEE
Rider to and Part of Contract of Sale Between as Seller and as Purchaser for Unit at New York NY
31 Purchasers Additional Representations and Covenants 3 11 Supplementing para 42 of the Contract Purchaser also represents and covenants that 3111 Purchaser has and will at Closing have available unencumbered cash and cash equivalents (including publicly traded securities) in a sum at least equal to (and having a then current value of) the Balance and 3112 Purchaser has and will at and immediately following the Closing have a positive net worth 312 the Maintenance and the monthly amount of the Assessment (if any) do not aggregate more than 25 of the current total gross monthly income of the individuals comprising the Purchaser
313 (if para 1201 or para 1202 applies) the monthly debt service (interest and amortization of principal if any) of the proposed financing together with the Maintenance and the monthly Assessment amount (if any) do not aggregate more than 35 of said current total gross monthly income 32 Supplementing paragraph 4 1 Seller has no actual knowledge of a material default or condition which the Lessee is required to cure under the Lease and which remains uncured If prior to Closing Seller acquires knowledge of a such default or condition which the Lessee would be required to cure then Seller shall cure same at or prior to Closing This provision shall not survive closing
The Parties have duly executed this Rider as of the same date as the Contract SELLER PURCHASER ______________________________ _______________________________
Note This form is intended to deal with matters common to most transactions
involving the sale of a condominium unit Provisions should be added altered or
deleted to suit the circumstances of a particular transaction No representation is
made that this form of contract complies with Section 5-702 of the General
Obligations Law (ldquoPlain Language Lawrdquo)
CONSULT YOUR LAWYER BEFORE SIGNING THIS AGREEMENT
Contract of Sale - Condominium Unit
Agreement made as of 2010 between residing at Street Apt
New York NY (ldquoSellerrdquo) and residing at (ldquoPurchaserrdquo)
1 Unit Seller agrees to sell and convey and Purchaser agrees to purchase Unit
No (ldquoUnitrdquo) in the building (ldquoBuildingrdquo) known as Condominium
(ldquoCondominiumrdquo) and located at New York NY New York together with a
XXXXX percent undivided interest in the Common Elements (as defined in para 6)
appurtenant thereto all upon and subject to the terms and conditions set forth herein The
Unit shall be as designated in the Declaration of Condominium Ownership (as the same
may be amended from time to time the ldquoDeclarationrdquo) of the Condominium recorded in
New York County New York or the By-Laws (as the same may be amended from time
to time the ldquoBy-Lawsrdquo) of the Condominium
2 Personal Property (a) The sale includes all of Sellerrsquos right title and
interest if any in and to
(i) the refrigerators freezers ranges ovens built-in microwave
ovens dishwashers washing machines clothes dryers cabinets and counters lighting
and plumbing fixtures chandeliers air conditioning equipment venetian blinds shades
screens storm windows and other window treatments wall-to-wall carpeting
bookshelves switchplates door hardware and mirrors built-ins and articles of property
and fixtures attached to or appurtenant to the Unit except those listed in subpara 2(b) all
of which included property and fixtures are represented to be owned by Seller free and
clear of all liens and encumbrances other than those encumbrances (ldquoPermitted
Exceptionsrdquo) set forth on Schedule A annexed hereto and made a part hereof (strike out
inapplicable items) to the extent any of the foregoing exist in the Unit on the date
hereof and
- 2 -
(ii)
(b) Excluded from this sale are
(i) furniture and furnishings (other than as specifically provided
in this Contract) and
(ii)
(c) The property referred to in subpara 2(a)(i) and (ii) may not be
purchased if title to the Unit is not conveyed hereunder
3 Purchase Price (a) The purchase price (ldquoPurchase Pricerdquo) is $
payable as follows
(i) $ (ldquoDownpaymentrdquo) on the signing of this Contract by
good check subject to collection the receipt of which is hereby acknowledged to be held
in escrow pursuant to para 16 and
(ii) $ constituting the balance of the Purchase Price by
certified check of Purchaser or official bank check (except as otherwise provided in this
Contract) on the delivery of the deed as hereinafter provided
(b) All checks in payment of the Purchase Price shall represent United
States currency and be drawn on or issued by a bank or trust company authorized to
accept deposits in New York State All checks in payment of the Downpayment shall be
payable to the order of Escrowee (as hereinafter defined) All checks in payment of the
balance of the Purchase Price shall be payable to the order of Seller (or as Seller
otherwise directs pursuant to subparas 6(a)(viii) or 18(b))
(c) Except for the Downpayment and checks aggregating not more than
one-half of one percent of the Purchase Price One Thousand Dollars ($100000)
including payment for closing adjustments all checks delivered by Purchaser shall be
certified or official bank checks as hereinabove provided
4 Closing of Title The closing documents referred to in para 6 shall be
delivered and payment of the balance of the Purchase Price shall be made at the closing
of title (ldquoClosingrdquo) to be held on or about at AM at the offices of
Giddins Claman LLP 675 Third Avenue 29th
Floor New York NY or at the office
of Purchaserrsquos lending institution or its counsel provided however that such office is
located in either the City or County in which either (a) Sellerrsquos attorney maintains an
office or (b) the Unit is located
5 Representations Warranties and Covenants Seller represents warrants
and covenants that
- 3 -
(a) Seller is the sole owner of the Unit and the property referred to in
subpara 2(a) and Seller has the full right power and authority to sell convey and transfer
the same
(b) The common charges (excluding separately billed utility charges) for
the Unit on the date hereof are $xxxxx per month
(c) Seller has not received any written notice of any intended assessment
or increase in common charges not reflected in subpara 5(b) Purchaser acknowledges
that it will not have the right to cancel this Contract in the event of the imposition of any
assessment or increase in common charges after the date hereof of which Seller has not
heretofore received written notice
(d) The real estate taxes for the Unit for the fiscal year of ________
through ________ are $_________ Purchaser may verify the real estate taxes on the
website of the New York City Department of Finance A printout from the website
is attached
(e) Seller is not a ldquosponsorrdquo or a nominee of a ldquosponsorrdquo under any plan of
condominium organization affecting the Unit
(f) All refrigerators freezers ranges dishwashers washing machines
clothes dryers and air conditioning equipment included in this sale will be in working
order at the time of Closing
(g) If a copy is attached to this Contract the copy of the Certificate of
Occupancy covering the Unit is a true and correct copy and
(h) Seller is not a ldquoforeign personrdquo as defined in para 17 (If inapplicable
delete and provide for compliance with Code Withholding Section as defined in para
17)
6 Closing Documents (a) At the Closing Seller shall deliver to Purchaser the
following
(i) Bargain and sale deed With covenant against grantorrsquos acts
(ldquoDeedrdquo) complying with RPL sect 339-o and containing the covenant required by LL sect
13(5) conveying to Purchaser title to the Unit together with its undivided interest in the
Common Elements (as such term is defined in the Declaration and which term shall be
deemed to include Sellerrsquos right title and interest in any limited common elements
attributable to or used in connection with the Unit) appurtenant thereto free and clear of
all liens and encumbrances other than Permitted Exceptions The Deed shall be executed
and acknowledged by Seller and if requested by the Condominium executed and
acknowledged by Purchaser in proper statutory form for recording
- 4 -
(ii) If a corporation and if required pursuant to BCL sect 909 Seller
shall deliver to Purchaser (1) a resolution of its board of directors authorizing the delivery
of the Deed and (2) a certificate executed by an officer of such corporation certifying as
to the adoption of such resolution and setting forth facts demonstrating that the delivery
of the Deed is in conformity with the requirements of BCL sect 909 The Deed shall also
contain a recital sufficient to establish compliance with such law
(iii) A waiver of right of first refusal of the board of managers of
the Condominium (ldquoBoardrdquo) if required in accordance with para 8
(iv) A statement by the Condominium or its managing agent that
the common charges and any assessments then due and payable the Condominium have
been paid to the date of the Closing
(v) All keys to the doors of and mailbox for the Unit
(vi) Such affidavits andor other evidence as the title company
(ldquoTitle Companyrdquo) from which Purchaser has ordered a title insurance report and which
is authorized to do business in New York State shall reasonably require in order to omit
from its title insurance policy all exceptions for judgments bankruptcies or other returns
against Seller and persons or entities whose names are the same as or are similar to
Sellerrsquos name
(vii) New York City Real Property Transfer Tax Return if
applicable and New York State Real Estate Transfer Tax Return prepared executed and
acknowledged by Seller in proper form for submission
(viii) Checks in payment of all applicable real property transfer
taxes except a transfer tax which by law is primarily imposed on the purchaser
(ldquoPurchaser Transfer Taxrdquo) due in connection with the sale In lieu of delivery of such
checks Seller shall have the right upon reasonable prior notice to Purchaser to cause
Purchaser to deliver said checks at the Closing and to credit the amount thereof against
the balance of the Purchase Price Seller shall pay the additional transfer taxes if any
payable after the Closing by reason of the conveyance of the Unit which obligation shall
survive the Closing
(ix) Certification that Seller is not a foreign person pursuant to
para 17 or a withholding certificate from the Internal Revenue Service (If inapplicable
delete and provide for compliance with Code Section as defined in para 17) and
(x) Affidavit that a single station smoke detecting alarm device is
installed pursuant to New York Executive Law sect378(5)
(b) At the Closing Purchaser shall deliver to Seller the following
- 5 -
(i) Checks in payment of (y) the balance of the Purchase Price in
accordance with subpara 3(b) and (z) any Purchaser Transfer Tax
(ii) If required by the Declaration or By-Laws power of attorney
to the Board prepared by Seller in the form required by the Condominium The power of
attorney shall be executed and acknowledged by Purchaser and after being recorded
shall be sent to the Condominium
(iii) New York City Real Property Transfer Tax Return executed
and acknowledged by Purchaser and an Affidavit in Lieu of Registration pursuant to New
York Multiple Dwelling Law each in proper form for submission if applicable and
(iv) If required New York State Equalization Return executed
and acknowledged by Purchaser in proper form for submission
(c) It is a condition of Purchaserrsquos obligation to close title hereunder that
(i) All notes or notices of violations of law or governmental
orders ordinances or requirements affecting the Unit and noted or issued by any
governmental department agency or bureau having jurisdiction which were noted or
issued on or prior to the date hereof shall have been cured by Seller
(ii) Any written notice to Seller from the Condominium (or its
duly authorized representative) that the Unit is in violation of the Declaration By-Laws
or rules and regulations of the Condominium shall have been cured and
(iii) The Condominium is a valid condominium created pursuant
to RPL Art 9-B and the Title Company will so insure
7 Closing Adjustments (a) The following adjustments shall be made as of
1159 PM of the day before the Closing
(i) Real estate taxes and water charges and sewer rents if
separately assessed on the basis of the fiscal period for which assessed except that if
there is a water meter with respect to the Unit apportionment shall be based on the last
available reading subject to adjustment after the Closing promptly after the next reading
is available provided however that in the event real estate taxes have not as of the date
of Closing been separately assessed to the Unit real estate taxes shall be apportioned on
the same basis as provided in the Declaration or By-Laws or in the absence of such
provision based upon the Unitrsquos percentage interest in the Common Elements
(ii) Common charges of the Condominium and
(iii) If fuel is separately stored with respect to the Unit only the
value of fuel stored with respect to the Unit at the price then charged by Sellerrsquos supplier
- 6 -
(as determined by a letter or certificate to be obtained by Seller from such supplier)
including any sales taxes
(b) If at the time of Closing the Unit is affected by an assessment which is
or may become payable in installments then for the purposes of this Contract only the
unpaid installments which are then due shall be considered due and are to be paid by
Seller at the Closing All subsequent installments at the time of Closing shall be the
obligation of Purchaser
(c) Any errors or omissions in computing closing adjustments shall be
corrected This subpara 7(c) shall survive the Closing
(d) If the Unit is located in the City of New York the ldquocustoms in respect
to title closingsrdquo recommended by The Real Estate Board of New York Inc as amended
and in effect on the date of Closing shall apply to the adjustments and other matters
therein mentioned except as otherwise provided herein
8 Right of First Refusal If so provided in the Declaration or By-Laws this
sale is subject to and conditioned upon the waiver of a right of first refusal to purchase
the Unit held by the Condominium and exercisable by the Board Seller agrees to give
notice promptly to the Board of the contemplated sale of the Unit to Purchaser which
notice shall be given in accordance with the terms of the Declaration and By-Laws and
Purchaser agrees to provide promptly all applications information and references
reasonably requested by the Board If the Board shall exercise such right of first refusal
Seller shall promptly refund to Purchaser the Downpayment (which term for all purposes
of this Contract shall be deemed to include interest if any earned thereon) and upon the
making of such refund this Contract shall be deemed cancelled and of no further force or
effect and neither party shall have any further rights against or obligations or liabilities
to the other by reason of this Contract If the Board shall fail to exercise such right of
first refusal within the time and in the manner provided for in the Declaration or By-Laws
or shall declare in writing its intention not to exercise such right of first refusal (a copy of
which writing shall be delivered to Purchaser promptly following receipt thereof) the
parties hereto shall proceed with this sale in accordance with the provisions of this
Contract
9 Processing Fee Seller shall at the Closing pay all fees and charges payable
to the Condominium (andor its managing agent) in connection with this sale and
customarily charged to Sellers by the Condominium including without limitation
any processing fee the legal fees if any of the Condominiumrsquos attorney in connection
with this sale and unless otherwise agreed to by Seller and Purchaser in writing all ldquoflip
taxesrdquo transfer or entrance fees or similar charges if any payable to or for the
Condominium or otherwise for the benefit of the Condominium unit owners which arise
by reason of this sale Purchaser shall pay all fees customarily charged to Purchasers
by the Condominium or Managing Agent
- 7 -
10 No Other Representations Purchaser has examined and is satisfied with the
Declaration By-Laws and rules and regulations of the Condominium or has waived the
examination thereof Purchaser has inspected the Unit its fixtures appliances and
equipment and the personal property if any included in this sale as well as the Common
Elements of the Condominium and knows the condition thereof and subject to subpara
5(f) agrees to accept the same ldquoas isrdquo ie in the condition they are in on the date hereof
subject to normal use wear and tear between the date hereof and the Closing Purchaser
has examined or waived examination of the last audited financial statements of the
Condominium and has considered or waived consideration of all other matters pertaining
to this Contract and to the purchase to be made hereunder and does not rely on any
representations made by any broker or by Seller or anyone acting or purporting to act on
behalf of Seller as to any matters which might influence or affect the decision to execute
this Contract or to buy the Unit or said personal property except those representations
and warranties which are specifically set forth in this Contract
11 Possession Seller shall prior to the Closing remove from the Unit all
furniture furnishings and other personal property not included in this sale shall repair
any damage caused by such removal and shall deliver exclusive possession of the Unit at
the Closing vacant broom-clean and free of tenancies or other rights of use or
possession
12 Access Seller shall permit Purchaser and its architect decorator or other
authorized persons to have the right of access to the Unit between the date hereof and the
Closing for the purpose of inspecting the same and taking measurements at reasonable
times and upon reasonable prior notice to Seller (by telephone or otherwise) Further
Purchaser shall have the right to inspect the Unit at a reasonable time during the 24-hour
period immediately preceding the Closing
13 Defaults and Remedies (a) If Purchaser defaults hereunder Sellerrsquos sole
remedy shall be to retain the Downpayment as liquidated damages it being agreed that
Sellerrsquos damages in case of Purchaserrsquos default might be impossible to ascertain and that
the Downpayment constitutes a fair and reasonable amount of damages under the
circumstances and is not a penalty
(b) If Seller defaults hereunder Purchaser shall have such remedies as
Purchaser shall be entitled to at law or in equity including but not limited to specific
performance
14 Notices Any notice request or other communication (ldquoNoticerdquo) given or
made hereunder (except for the notice required by para 12) shall be in writing and either
(a) sent by any of the parties hereto or their respective attorneys by registered or certified
mail return receipt requested postage prepaid or (b) delivered in person or by overnight
courier with receipt acknowledged to the address given at the beginning of this Contract
for the party to whom the Notice is to be given or to such other address for such party as
said party shall hereafter designate by Notice given to the other party pursuant to this
- 8 -
para 14 or (c) with respect to para 6(a)(viii) or para 18(b) sent by fax to the partyrsquos
attorney Each Notice mailed shall be deemed given on the third business day following
the date of mailing the same and each Notice delivered in person or by overnight courier
shall be deemed given when delivered A copy of each notice sent to a party shall also be
sent to the partyrsquos attorney Each notice sent by fax shall be deemed given when
transmission is confirmed by the senders fax machine The attorneys for the parties are
hereby authorized to give and receive on behalf of their clients all Notices and deliveries
15 Purchaserrsquos Lien The Downpayment and all other sums paid on account of
this Contract and the reasonable expenses of the examination of title to and departmental
violation searches in respect of the Unit are hereby made a lien upon the Unit but such
lien shall not continue after default by Purchaser hereunder
16 Downpayment in Escrow (a) Sellerrsquos attorney (ldquoEscroweerdquo) shall hold the
Downpayment in escrow in a segregated bank account at the depository identified at the
end of this Contract until Closing or sooner termination of this Contract and shall pay
over or apply the Downpayment in accordance with the terms of this para 16 Escrowee
shall hold the Downpayment in a(n) interest-bearing Escrow account for the benefit of
the parties If interest is held for the benefit of the parties it shall be paid to the party
entitled to the Downpayment and the party receiving the interest shall pay any income
taxes thereon If interest is not held for the benefit of the parties the Downpayment shall
be placed in an IOLA account or as otherwise permitted or required by law The Social
Security or Federal Identification numbers of the parties shall be furnished to Escrowee
upon request At Closing the Downpayment shall be paid by Escrowee to Seller If for
any reason Closing does not occur and either party gives Notice (as defined in paragraph
14) to Escrowee demanding payment of the Downpayment Escrowee shall give prompt
Notice to the other party of such demand If Escrowee does not receive Notice of
objection from such other party to the proposed payment within 10 business days after
the giving of such Notice Escrowee is hereby authorized and directed to make such
payment If Escrowee does receive such Notice of objection within such 10 day period or
if for any other reason Escrowee in good faith shall elect not to make such payment
Escrowee shall continue to hold such amount until otherwise directed by Notice from the
parties to this Contract or a final nonappealable judgment order or decree of a court
However Escrowee shall have the right at any time to deposit the Downpayment with the
clerk of a court in the county in which the Unit is located and shall give Notice of such
deposit to Seller and Purchaser Upon such deposit or other disbursement in accordance
with the terms of this para 16 Escrowee shall be relieved and discharged of all further
obligations and responsibilities hereunder
(b) The parties acknowledge that Escrowee is acting solely as a
stakeholder at their request and for their convenience and that Escrowee shall not be
liable to either party for any act or omission on its part unless taken or suffered in bad
faith or in willful disregard of this Contract or involving gross negligence on the part of
Escrowee Seller and Purchaser jointly and severally (with right of contribution) agree to
- 9 -
defend (by attorneys selected by Escrowee) indemnify and hold Escrowee harmless from
and against all costs claims and expenses (including reasonable attorneysrsquo fees) incurred
in connection with the performance of Escroweersquos 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 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 Escroweersquos agreement to the provisions of this para 16 by signing in
the place indicated in this Contract
(e) Escrowee or any member of its firm shall be permitted to act as
counsel for Seller in any dispute as to the disbursement of the Downpayment or any other
dispute between the parties whether or not Escrowee is in possession of the
Downpayment and continues to act as Escrowee
(f) The party whose attorney is Escrowee shall be liable for loss of the
Downpayment
17 FIRPTA Seller represents and warrants to Purchaser that Seller is not a
ldquoforeign personrdquo as defined in IRC sect 1445 as amended and the regulations issued
thereunder (ldquoCode Withholding Sectionrdquo) At the Closing Seller shall deliver to
Purchaser a certificate stating that Seller is not a foreign person in the form then required
by the Code Withholding Section or a withholding certificate from the Internal Revenue
Service In the event Seller fails to deliver the aforesaid certificate or in the event that
Purchaser is not entitled under the Code Withholding Section to rely on such certificate
Purchaser shall deduct and withhold from the Purchase Price a sum equal to 10 thereof
and shall at Closing remit the withheld amount with the required forms to the Internal
Revenue Service
18 Title Report Acceptable Title (a) Purchaser shall promptly after the date
hereof or after receipt of the mortgage commitment letter if applicable order a title
insurance report from the Title Company Promptly after receipt of the title report and
thereafter of any continuations thereof and supplements thereto Purchaser shall forward a
copy of each such report continuation or supplement to the attorney for Seller Purchaser
shall further notify Sellerrsquos attorney of any other objections to title not reflected in such
title report of which Purchaser becomes aware following the delivery of such report
reasonably promptly after becoming aware of such objections
(b) Any unpaid taxes assessments water charges and sewer rents
together with the interest and penalties thereon to a date not less than two days following
- 10 -
the date of Closing and any other liens and encumbrances which Seller is obligated to
pay and discharge or which are against corporations estates or other persons in the chain
of title together with the cost of recording or filing any instruments necessary to
discharge such liens and encumbrances of record may be paid out of the proceeds of the
monies payable at the Closing if Seller delivers to Purchaser at the Closing official bills
for such taxes assessments water charges sewer rents interest and penalties and
instruments in recordable form sufficient to discharge any other liens and encumbrances
of record Upon request made a reasonable time before the Closing Purchaser shall
provide at the Closing separate checks for the foregoing payable to the order of the holder
of any such lien charge or encumbrance and other wise complying with subpara 3(b) If
the Title Company is willing to insure Purchaser that such charges liens and
encumbrances will not be collected out of or enforced against the Unit and is willing to
insure the lien of Purchaserrsquos Institutional Lender (as hereinafter defined) free and clear
of any such charges liens and encumbrances then Seller shall have the right in lieu of
payment and discharge to deposit with the Title Company such funds or to give such
assurances or to pay such special or additional premiums as the Title Company may
require in order to so insure In such case the charges liens and encumbrances with
respect to which the Title Company has agreed so to insure shall not be considered
objections to title
(c) Seller shall convey and Purchaser shall accept fee simple title to the
Unit in accordance with the terms of this Contract subject only to (a) the Permitted
Exceptions and (b) such other matters as (i) the Title Company or any other title insurer
licensed to do business by the State of New York shall be willing without special or
additional premium to omit as exceptions to coverage or to except with insurance against
collection out of or enforcement against the Unit and (ii) shall be accepted by any lender
which has committed in writing to provide mortgage financing to Purchaser for the
purchase of the Unit (ldquoPurchaserrsquos Institutional Lenderrdquo) except that if such
acceptance by Purchaserrsquos Institutional Lender is unreasonably withheld or delayed such
acceptance shall be deemed to have been given
(d) Notwithstanding any contrary provisions in this Contract express or
implied or any contrary rule of law or custom if Seller shall be unable to convey the
Unit in accordance with this Contract (provided that Seller shall release discharge or
otherwise cure at or prior to Closing any matter created by Seller after the date hereof and
any existing mortgage unless this sale is subject to it) and if Purchaser elects not to
complete this transaction without abatement of the Purchase Price the sole obligation and
liability of Seller shall be to refund the Downpayment to Purchaser together with the
reasonable cost of the examination of title to and departmental violation searches in
respect of the Unit and upon the making of such refund and payment this Contract shall
be deemed cancelled and of no further force or effect and neither party shall have any
further rights against or obligations or liabilities to the other by reason of this Contract
However nothing contained in this subpara 18(d) shall be construed to relieve Seller
from liability due to a willful default
- 11 -
19 Risk of Loss Casualty (a) The risk of loss or damage to the Unit or the
personal property included in this sale by fire or other casualty until the earlier of the
Closing or possession of the Unit by Purchaser is assumed by Seller but without any
obligation of Seller to repair or replace any such loss or damage unless Seller elects to do
so as hereinafter provided Seller shall notify Purchaser of the occurrence of any such
loss or damage to the Unit or the personal property included in this sale within 10 days
after such occurrence or by the date of Closing whichever first occurs and by such
notice shall state whether or not Seller elects to repair or restore the Unit andor the
personal property as the case may be If Seller elects to make such repairs and
restorations Sellerrsquos notice shall set forth an adjourned date for the Closing which shall
be not more than 60 days after the date of the giving of Sellerrsquos notice If Seller either
does not elect to do so or having elected to make such repairs and restorations fails to
complete the same on or before said adjourned date for the Closing Purchaser shall have
the following options
(i) To declare this Contract cancelled and of no further force or
effect and receive a refund of the Downpayment in which event neither party shall
thereafter have any further rights against or obligations or liabilities to the other by
reason of this Contract or
(ii) To complete the purchase in accordance with this Contract
without reduction in the Purchase Price except as provided in the next sentence If Seller
carries hazard insurance covering such loss or damage Seller shall turn over to Purchaser
at the Closing the net proceeds actually collected by Seller under the provisions of such
hazard insurance policies to the extent that they are attributable to loss of or damage to
any property included in this sale less any sums theretofore expended by Seller in
repairing or replacing such loss or damage or in collecting such proceeds and Seller shall
assign (without recourse to Seller) Sellerrsquos right to receive any additional insurance
proceeds which are attributable to the loss of or damage to any property included in this
sale
(b) If Seller does not elect to make such repairs and restorations
Purchaser may exercise the resulting option under (i) or (ii) of (a) above only by notice
given to Seller within 10 days after receipt of Sellerrsquos notice If Seller elects to make such
repairs and restorations and fails to complete the same on or before the adjourned closing
date Purchaser may exercise either of the resulting options within 10 days after the
adjourned closing date
(c) In the event of any loss of or damage to the Common Elements which
materially and adversely affects access to or use of the Unit arising after the date of this
Contract but prior to the Closing Seller shall notify Purchaser of the occurrence thereof
within 10 days after such occurrence or by the date of Closing whichever occurs first in
which event Purchaser shall have the following options
- 12 -
(i) To complete the purchase in accordance with this Contract
without reduction in the Purchase Price or
(ii) To adjourn the Closing until the first to occur of (1)
completion of the repair and restoration of the loss or damage to the point that there is no
longer a materially adverse effect on the access to or use of the Unit or (2) the 60th day
after the date of the giving of Sellerrsquos aforesaid notice In the event Purchaser elects to
adjourn the Closing as aforesaid and such loss or damage is not so repaired and restored
within 60 days after the date of the giving of Sellerrsquos aforesaid notice then Purchaser
shall have the right either to (x) complete the purchase in accordance with this Contract
without reduction in the Purchase Price or (y) declare this Contract cancelled and of no
further force or effect and receive a refund of the Downpayment in which latter event
neither party shall thereafter have any further rights against or obligations or liabilities
to the other by reason of this Contract
(d) In the event of any loss of or damage to the Common Elements which
does not materially and adversely affect access to or use of the Unit Purchaser shall
accept title to the Unit in accordance with this Contract without abatement of the
Purchase Price
20 Internal Revenue Service Reporting Requirement Each party shall
execute acknowledge and deliver to the other party such instruments and take such other
actions as such other party may reasonably request in order to comply with IRC sect
6045(e) as amended or any successor provision or any regulations promulgated pursuant
thereto insofar as the same requires reporting of information in respect of real estate
transactions The provisions of this para 20 shall survive the Closing The parties
designate _________________________________ as the attorney responsible for
reporting this information as required by law
21 Broker Seller and Purchaser represent and warrant to each other that the only
real estate broker with whom they have dealt in connection with this Contract and the
transaction set forth herein is ______________________________ and that they know of
no other real estate broker who has claimed or may have the right to claim a commission
in connection with this transaction The commission of such real estate broker shall be
paid by Seller pursuant to separate agreement If no real estate broker is specified above
the parties acknowledge that this Contract was brought about by direct negotiation
between Seller and Purchaser and each represents to the other that it knows of no real
estate broker entitled to a commission in connection with this transaction Seller and
Purchaser shall indemnify and defend each other against any costs claims or expenses
(including reasonable attorneysrsquo fees) arising out of the breach on their respective parts of
any representation warranty or agreement contained in this para 21 The provisions of
this para 21 shall survive the Closing or if the Closing does not occur the termination of
this Contract
- 13 -
22 Mortgage Commitment Contingency (Delete paragraph if inapplicable) (a)
The obligation of Purchaser to purchase under this Contract is conditioned upon issuance
on or before ____________ days after a fully executed copy of this Contract is given to
Purchaser or Purchaserrsquos attorney in the manner set forth in paragraph 14 or
subparagraph 22(k) (the ldquoCommitment Daterdquo) 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 Purchasers sole cost and expense of $______________ for a term of at least _______
years (or such lesser sum or shorter term as Purchaser shall be willing to accept) at the
prevailing fixed or adjustable rate of interest and on other customary commitment terms
(the ldquoCommitmentrdquo) To the extent a Commitment is conditioned on the sale of
Purchaserrsquos current home payment of any outstanding debt no material adverse change
in Purchaserrsquos 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 Lenderrsquos approval of an appraisal shall not be deemed a ldquoCommitmentrdquo
hereunder until an appraisal is approved (and if that does not occur before the
Commitment Date Purchaser may cancel under subparagraph 22(e) unless the
Commitment Date is extended) Purchaserrsquos 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 Purchaserrsquos
election more than one Institutional Lender for such mortgage loan (ii) furnish accurate
and complete information regarding Purchaser and members of Purchaserrsquos 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 22(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 (ldquoMortgage Brokerrdquo) shall constitute full compliance with
the terms and conditions set forth in subparagraph 22(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 22
- 14 -
(e) If no Commitment is issued by the 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 22(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 22
(f) If this Contract is canceled by Purchaser pursuant to subparagraphs
22(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 21
(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 22(a) then Purchaser shall be deemed to have waived
Purchaserrsquos right to cancel this Contract and to receive a refund of the Downpayment by
reason of the contingency contained in this paragraph 22
(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 of its obligations under this
paragraph 22) and except as set forth in paragraph 21
(i) The attorneys for the parties are hereby authorized to give and receive
on behalf of their clients all Notices and deliveries under this paragraph 22
(j) For purposes of this Contract the term ldquoInstitutional Lenderrdquo 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
(k) For purposes of subparagraph (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
- 15 -
23 Gender Etc As used in this Contract the neuter includes the masculine and
feminine the singular includes the plural and the plural includes the singular as the
context may require
24 Entire Contract All prior understandings and agreements between Seller and
Purchaser are merged in this Contract and this Contract supersedes any and all
understandings and agreements between the parties and constitutes the entire agreement
between them with respect to the subject matter hereof
25 Captions The captions in this Contract are for convenience and reference
only and in no way define limit or describe the scope of this Contract and shall not be
considered in the interpretation of this Contract or any provision hereof
26 No Assignment by Purchaser Purchaser may not assign this Contract or any
of Purchaserrsquos rights hereunder
27 Successors and Assigns Subject to the provisions of para 26 the provisions
of this Contract shall bind and inure to the benefit of both Purchaser and Seller and their
respective distributees executors administrators heirs legal representatives successors
and permitted assigns
28 No Oral Changes This Contract cannot be changed or terminated orally Any
changes or additional provisions must be set forth in a rider attached hereto or in a
separate written agreement signed by both parties to this Contract
29 Contract Not Binding Until Signed This Contract shall not be binding or
effective until properly executed and delivered by Seller and Purchaser
30 Lead-Based Paint If applicable the complete and fully executed disclosure
of information on lead-based paint andor lead-based paint hazards is attached hereto and
made a part hereof
IN WITNESS WHEREOF the parties hereto have duly executed this Contract
on the day and year first above written
Seller Purchaser
_________________________________ ____________________________________
- 16 -
Agreed to as to para 16 ________________________________
Giddins Claman LLP Escrowee
Escrow Depository
Address
SCHEDULE A - Permitted Exceptions
1 Zoning laws and regulations and landmark historic or wetlands designation
which are not violated by the Unit and which are not violated by the Common Elements
to the extent that access to or use of the Unit would be materially and adversely affected
2 Consents for the erection of any structure or structures on under or above any
street or streets on which the Building may abut
3 The terms burdens covenants restrictions conditions easements and rules
and regulations set forth in the Declaration By-Laws and rules and regulations of the
Condominium the Power of Attorney from Purchaser to the board of managers of the
Condominium and the floor plans of the Condominium all as may be amended from time
to time
4 Rights of utility companies to lay maintain install and repair pipes lines
poles conduits cable boxes and related equipment on over and under the Building and
Common Elements provided that none of such rights imposes any monetary obligation
on the owner of the Unit or materially interferes with the use of or access to the Unit
5 Encroachments of stoops areas cellar steps trim cornices lintels window
sills awnings canopies ledges fences hedges coping and retaining walls projecting
from the Building over any street or highway or over any adjoining property and
encroachments of similar elements projecting from adjoining property over the Common
Elements
6 Any state of facts which an accurate survey or personal inspection of the
Building Common Elements or Unit would disclose provided that such facts do not
prevent the use of the Unit for dwelling purposes For the purposes of this Contract none
of the facts shown on the survey if any identified below shall be deemed to prevent the
use of the Unit for dwelling purposes and Purchaser shall accept title subject thereto
- 17 -
The survey referred to in No 6 above was prepared by
___________________________ dated _____________________ and last revised
____________________
7 The lien of any unpaid common charge real estate tax water charge sewer
rent or vault charge provided the same are paid or apportioned at the Closing as herein
provided
8 The lien of any unpaid assessments to the extent of installments thereof
payable after the Closing
9 Liens encumbrances and title conditions affecting the Common Elements
which do not materially and adversely affect the right of the Unit owner to use and enjoy
the Common Elements
10 Notes or notices of violations of law or governmental orders ordinances or
requirements (a) affecting the Unit and noted or issued subsequent to the date of this
Contract by any governmental department agency or bureau having jurisdiction and (b)
any such notes or notices affecting only the Common Elements which were noted or
issued prior to or on the date of this Contract or at any time hereafter
11 Any other matters or encumbrances subject to which Purchaser is required to
accept title to the Unit pursuant to this Contract
ABOUT THE SPEAKERS
Lisa Lippman Senior Vice President and Director was the 1 broker at Brown Harris Stevens in 2009 With 13 years of experience selling real estate Lisa specializes in the sale of high end cooperatives condominiums and townhomes throughout Manhattan As is clear from her record even in tough times Lisa manages to both sell and find homes for her clients
Other awards Lisa has won in the last few years include
middotWall Street Journal top 400-Lisa was 11 in the nation and 2 in Manhattan 2009middotWall Street Journal top 50 brokers in America 2007middotBrown Harris Stevens Westside Office Broker of the Year All Years 2006 - 2009 middotBrown Harris Stevens Westside Office Listing Broker of the Year 2007 2008 2009middotBrown Harris Stevens Largest New Development Deal of the Year 2009
Prior to becoming a real estate broker Lisa spent several years as a lawyer practicing litigation at two prestigious law firms She graduated from The University of Pennsylvania in 1986 and earned her law degree from Cardozo in 1990 Lisarsquos legal background affords her a keen understanding of the negotiation process as well as the complexities needed to complete the deal
A New York City resident for 24 years Lisa offers impeccable knowledge of the market as it applies across all neighborhoods She has lived downtown on the Upper East Side and has now resided on the Upper West Side for the past 14 years Additionally as the mother of three children Lisa is personally involved in the decisions all buyers face in choosing a neighborhood and a home
Lisa takes pride in being a straight-forward intelligent and honest broker She understands the individual needs of each client as well as their comfort with the purchase andor sale process Her listening talents combined with her unbeatable memory work ethic and negotiation skills allow her to service her buyers and sellers most effectively Lisa is also active in the New York community including the UJA and her childrenrsquos school All of this enables her to offer a well-rounded approach to navigating the New York real estate landscape bringing to life the nuances and charms that the City and its real estate market have to offer
LISA LIPPMANSenior Vice PresidentDirector
Lisa Lippman bull 212- 588-5606 bull fax 212-418-9733 bull llippmanbhsusacom
GIDDINS bull CLAMAN LLP
Attorneys at Law
675 THIRD AVENUE
29TH
FLOOR
NEW YORK NEW YORK 10017
(212)573-6703
FAX (212)949-1923 Paul M Giddins
Scott Claman
Giddins Claman LLP ndash Firm Biography
Giddins Claman LLP (formerly Giddins Claman amp Langs LLP) was
established in 1988 by Paul M Giddins formerly an Assistant District Attorney in
the New York County District Attorneyrsquos Office For over 20 years the firm has
specialized in real estate matters in the New York City metropolitan area with an
active transactional real estate practice Mr Giddins has specialized in residential
real estate during that time In addition to purchase sale and refinance transactions
Mr Giddins represents cooperative apartment boards of directors and condominium
boards of managers Mr Giddins also regularly gives lectures and seminars on real
estate matters for many of the prominent real estate brokerage firms in New York
Scott Claman has been in the practice of law in New York for over 26 years
and joined the firm as a member in 1996 having previously been a partner at a law
firm that specialized in the representation of cooperative apartment boards of
directors and condominium boards of managers Mr Claman is regularly engaged
in a variety of transactional real estate matters ranging from commercial leasing
mortgage financing and asset dispositions to individual apartment and house sales
In addition to individual and institutional owners of residential and commercial real
estate Mr Claman also represents cooperative apartment boards of directors and
condominium boards of managers and has given numerous lectures and seminars
on real estate matters for the Real Estate Board of New York and for many of the
prominent real estate brokerage firms in New York
Steven M Nachman serves as Of Counsel to the firm in connection with
commercial and general litigation matters Mr Nachman formerly associated with
the firm of Stroock amp Stroock amp Lavan has over 20 years of civil litigation
experience
Giddins Claman LLP is proud to provide our clients with the benefits of our
collective experience as seasoned litigators and transactional real estate specialists
while maintaining our personal commitment to represent our clients in a manner
associated with a smaller practice
ManhattanResidential Market Report
Fourth Quarter 2010
Manhattan Cooperatives and Condominiums
2 Fourth Quarter 2010
Average and Median Sale Price
Cooperative Average Sale Price
Condominium Average Sale Price
Cover Property BrownHarrisStevenscom WEB272151
Average Sale Price Median Sale Price
Prices for Manhattan apartments continued to edge upward
as their average sale price of $1432787 was 8 higher
than a year ago This marked the sixth straight quarter that
the average price has risen While the number of recorded
transactions fell 25 from a year ago the fourth quarter of 2009
was uncharacteristically busy due to pent-up demand after the
collapse of Lehman Brothers had frozen the market earlier that year
The average co-op price continued to rise sharply as
more buyers favored larger apartments compared to a year ago Two-bedroom and larger
units accounted for 45 of co-op sales up from 40 a year ago This helped push
the overall average co-op price up 17 from 2009rsquos fourth
quarter to $1158333
Condo prices averaged $1751219 during the fourth
quarter 1 higher than a year ago One-bedrooms posted the
biggest increase in average price rising 9 over the past year
to $844964
Studio 1-Bedroom 2-Bedroom 3+Bedroom All
4th Q 10 $342545 $593718 $1231116 $3150700 $1158333
3rd Q 10 $366086 $606444 $1206257 $3049980 $1156733
2nd Q 10 $356696 $597311 $1301392 $2872496 $1065814
1st Q 10 $334307 $587538 $1132150 $3098881 $1079195
4th Q 09 $345725 $585238 $1133967 $3001012 $990921
Studio 1-Bedroom 2-Bedroom 3+Bedroom All
4th Q 10 $495002 $844964 $1637638 $4567750 $1751219
3rd Q 10 $495876 $809514 $1596021 $3835376 $1724180
2nd Q 10 $464559 $840829 $1570772 $3922994 $1686690
1st Q 10 $529970 $819785 $1608375 $4250098 $1730415
4th Q 09 $554568 $772525 $1583362 $4574080 $1732362
Average Sale Price Median Sale Price
$1600000
$1400000
$1200000
$1000000
$800000
$400000
$600000
$1369883 $820000
1Q10
$1324504 $800000
4Q09
$1432787 $840000
4Q10
$1423378 $890000
3Q10
$1377135 $842779
2Q10
Fourth Quarter 2010 3
New Developments Lofts
Time on the Market
Excludes new developments and units listed over one year Based on the last asking price Excludes new developments
Average Price Per Square Foot
New development prices averaged $1099 per square foot 11 less than during the fourth quarter of 2009 This was due in part to an increase in the percent of new development sales in Northern Manhattan from 9 a year ago to 15 At $1052 the average price per square foot for loft apartments was 3 higher than during 2009rsquos fourth quarter
Apartments sold during the quarter spent an average of 113 days on the market 14 less time than a year ago Sellers received 955 of the last asking price up slightly from the fourth quarter of 2009
Asking Vs Selling Price
$700
$900
$1100
$1300 $1099
4Q10
$1238
4Q09
$1146
1Q10 2Q10
$1176
$700
$900
$1100
$1300 $1052
4Q10
$1017
4Q09
$1037
1Q10
$1066
2Q10
$1112
3Q10
$1077
3Q10
75 days
100 days
125 days
150 days 113
4Q10
132
4Q09
119
1Q10
112
2Q10
85
90
95
100 955
4Q10
954
4Q09
962
1Q10
97
3Q10
959
3Q10
966
2Q10
Generally 59th to 96th Street Fifth Avenue to the East River
Cooperative Condominium
East sidE
4 Fourth Quarter 2010
Average Price Per Square Foot
At an average of $1581971 prices for two-bedroom East Side
apartments were 14 higher than a year ago The average price fell
13 for three-bedroom and larger apartments due in part to 2 closings
of over $30 million a year ago inflating that figure Co-ops fared better than condos as the average
price per room rose for both prewar and postwar co-ops over the past year
while the average condo price per square foot fell
Average Price Per Room
4Q09 4Q10
Studio 1-Bedroom 2-Bedroom 3+Bedroom
Percent of Sales
4th Q 09 10 35 36 19
4th Q 10 11 39 28 22
Average Price
4th Q 09 $351462 $647300 $1383364 $4146087
4th Q 10 $355459 $647207 $1581971 $3605513
Change 1 0 14 -13
$100000
$300000
$150000
$200000
$250000
$350000
$400000
$50000
$200
$1000
$400
$600
$800
$1200
$1400
$0
Postwar
$204713 $210559
Prewar
$348425 $383335
4Q10
$1126
4Q09
$1168
Generally 59th to 110th Street Hudson River to West of Fifth Avenue
WEst sidE
Fourth Quarter 2010 5
Cooperative CondominiumAverage Price Per Room Average Price Per Square Foot
With the exception of studios prices rose for all other size categories of apartments on
the West Side led by a 21 gain in the average price for
three-bedroom and larger units This increase was helped by
535 West End Avenue whose three-bedroom closing prices averaged over $115 million
in the fourth quarter Co-ops remained strong as the average
price per room rose 21 for prewar and 12 for postwar co-ops on the West Side The average condo price per square
foot rose 3 to $1309 making the West Side the only
area where both co-op and condo prices were higher
than a year ago
4Q09 4Q10
Studio 1-Bedroom 2-Bedroom 3+Bedroom
Percent of Sales
4th Q 09 10 37 37 16
4th Q 10 8 33 38 21
Average Price
4th Q 09 $417466 $656421 $1326640 $3325062
4th Q 10 $391228 $766529 $1378920 $4030338
Change -6 17 4 21
$125000
$225000
$150000
$175000
$200000
$250000
$275000
$100000
$200
$1000
$400
$600
$800
$1200
$1400
$0
4Q09
$1267
4Q10
$1309
Prewar
$215967 $260653
Postwar
$189264 $212348
MidtoWn East Generally 34th to 59th Street Fifth Avenue to the East River
MidtoWn
MidtoWn WEst Generally 34th to 59th Street Hudson River to West of Fifth Avenue
6 Fourth Quarter 2010
Cooperative Condominium
Cooperative Condominium
Average Price Per Room Average Price Per Square Foot
Average Price Per Room Average Price Per Square Foot
A couple of high-end closings at The Plaza and One Beacon Court helped bring the average condo price per square foot 27 higher in the Midtown East market compared
to a year ago The average price per room fell 5 for prewar while rising
8 for postwar co-ops
The average price per square foot rose 12 for condos over the
past year in the Midtown West market A number of closings at The Sheffield and Platinum
helped bring up this figure The average price per room fell for
both prewar and postwar co-ops in this market compared
to a year ago
$175000
$100000
$125000
$150000
$200000
$225000
$1000
$250
$500
$750
$1250
$1500
4Q09 4Q10
$212198 $200857
Prewar
$188662 $204639
Postwar
$1171
4Q09
$1485
4Q10
$252044 $199029 $231213 $221850 $1180$1055
4Q10Prewar Postwar 4Q09
$1000
$250
$500
$750
$1250
$1500
4Q09 4Q10
$200000
$50000
$100000
$150000
$250000
$300000
Cooperative Condominium
Fourth Quarter 2010 7
Average Price Per Room Average Price Per Square Foot
South of 34th Street
doWntoWn
While the average price fell 23 for three-bedroom and
larger apartments Downtown from a year ago a large
number of closings at the Superior Ink building inflated 2009rsquos figure This also is a reason why the overall condo
price per square foot fell 10 from a year ago The average
co-op price per room rose 13 for prewar and 4 for
postwar units from 2009rsquos fourth quarter
4Q09 4Q10
Studio 1-Bedroom 2-Bedroom 3+Bedroom
Percent of Sales
4th Q 09 17 43 28 12
4th Q 10 16 41 31 12
Average Price
4th Q 09 $452722 $704292 $1615877 $4665379
4th Q 10 $444618 $741919 $1581625 $3605513
Change -2 5 -2 -23
Prewar
$208503 $235826
Postwar
$188600 $195854
$100000
$200000
$125000
$150000
$175000
$225000
$250000
$75000
$800
$1200
$900
$1000
$1100
$1300
$1400
$700
4Q09
$1326
4Q10
$1194
Cooperative CondominiumAverage Price Per Room Average Price Per Square Foot
Generally North of 96th Street on the East Side and 110th Street on the West Side
NEW YORK CITY bull PALM BEACH bull THE HAMPTONS bull NORTH FORK 2129069200
EAST SIDE445 Park AvenueHall F Willkie PresidentRuth McCoy EVPManaging Director of Sales
UPPER EAST SIDE1121 Madison AvenuePeter R Marra EVPManaging Director of Sales
EDWARD LEE CAVE DIVISION790 Madison AvenueCaroline E Y GuthriePresident
WEST SIDE1926 BroadwayJames M Gricar EVP Managing Director of Sales
BROOKLYN HEIGHTS129 Montague StreetChristopher Thomas EVPManaging Director of Sales
PARK SLOPE100 Seventh AvenueMaryAnn Albano EVPManaging Director of Sales
NEW DEVELOPMENT445 Park Avenue James M GricarManaging DirectorBrown Harris Stevens On-Site Marketing and Sales
Prepared by Gregory Heym Chief Economist Brown Harris Stevenscopy2010 by Brown Harris Stevens All Rights Reserved This information may not be copied used or distributed without Brown Harris Stevensrsquo consent While information is believed true no guaranty is made of accuracy
While the average price fell for three-bedroom and larger apartments it was higher for
all other size categories in Northern Manhattan Condo
prices rose slightly as their average price per square foot of $566 was up 1 from a
year ago The average price per room fell for both prewar and
postwar co-ops compared to a year ago
This report is based on 1901 reported Manhattan apartment sales 25 less than were reported during last yearrsquos comparable period
VILLAGE2 Fifth AvenueKevin Kovesci EVPManaging Director of Sales
TRIBECA43 North MooreKevin Kovesci EVPManaging Director of Sales
northErn Manhattan
Studio 1-Bedroom 2-Bedroom 3+Bedroom
Percent of Sales
4th Q 09 6 35 43 16
4th Q 10 8 38 38 16
Average Price
4th Q 09 $227611 $352759 $567332 $1101778
4th Q 10 $319798 $394509 $577071 $710832
Change 41 12 2 -35
$100
$500
$200
$300
$400
$600
$700
$0
4Q09 4Q10
4Q09
$563
4Q10
$566
$70000
$110000
$80000
$90000
$100000
$120000
$130000
$60000
Prewar
$120601 $97757
Postwar
$110104 $106330
Faculty Biographies
REAL PROPERTY SECTION gt Officer Bio
Chair Leo Genn Esq
Office Address Northside Center for Child Development 1301 Fifth Ave New York NY 10029-3119
Phone 212-426-3406 Fax 212-410-7561 Email lgenn_esqyahoocom
After working briefly as a litigator Mr Genn became House Counsel at NorthsideCenter for Child Development a Manhattan-based not for profit where he handles contract negotiations commercial leasing property management and insurance issues Mr Genn also writes government grants Before law school Mr Genn spent eight years managing commercial and residential real estate in New York City Mr Genn has also worked for New York Citys Office of Economic Development In March 2002 Mr Genns article on the notice requirements in foreclosure proceedings appeared on thecover of the New York Real Estate Law Reporter Mr Gennrsquos favorite law quote is Oliver Wendell Holmes remark A word is not a crystal transparent and unchanged it isthe skin of a living thought and may vary greatly in color and content according to thecircumstances and time in which it is used Mr Gennrsquos favorite case is Raffles v
ichelhaus and his favorite legal fiction is promissory estoppel W
Paul M Giddins Partner
Giddins Claman LLP Paul M Giddins is a partner at Giddins Claman LLP a law firm in New York City Mr Giddins received a Bachelor of Arts degree from Trinity College- Hartford and a law degree from American University Washington School of Law
LISA LIPPMAN | Senior Vice President Director | Licensed Associate Real Estate Broker
printer friendly page
1926 Broadway New York NY 10023 Tel (212) 588-5606 Fax (212) 418-9733 llippmanbhsusacom download contact info view current listings view sold listings
FEATURED PROPERTY - UPPER EAST SIDE
2COOPERATIVE
25 EAST 79TH STREET
rice $1299000
isting ID 1127158
PBedrooms 2 Baths 20 L
Lisa Lippman Senior Vice President and Director was the 1 broker at Brown Harris Stevens in 2009 With 13 years of experience selling real estate Lisa specializes in the sale of high end cooperatives condominiums and townhomes throughout Manhattan As is clear from her record even in tough times Lisa manages to both sell and find homes for her clients Other awards Lisa has won in the last few years include middotWall Street Journal top 400-Lisa was 11 in the nation and 2 in Manhattan 2009 middotWall Street Journal top 50 brokers in America 2007 middotBrown Harris Stevens Westside Office Broker of the Year All Years 2006 - 2009 middotBrown Harris Stevens Westside Office Listing Broker of the Year 2007 2008 2009 middotBrown Harris Stevens Largest New Development Deal of the Year 2009 Prior to becoming a real estate broker Lisa spent several years as a lawyer practicing litigation at two prestigious law firms She graduated from The University of Pennsylvania in 1986 and earned her law degree from Cardozo in 1990 Lisas legal background affords her a keen understanding of the negotiation process as well as the complexities needed to complete the deal A New York City resident for 24 years Lisa offers impeccable knowledge of the market as it applies across all neighborhoods She has lived downtown on the Upper East Side and has now resided on the Upper West Side for the past 14 years Additionally as the mother of three children Lisa is personally involved in the decisions all buyers face in choosing a neighborhood and a home Lisa takes pride in being a straight-forward intelligent and honest broker She understands the individual needs of each client as well as their comfort with the purchase andor sale process Her listening talents combined with her unbeatable memory work ethic and negotiation skills allow her to service her buyers and sellers most effectively Lisa is also active in the New York community including the UJA and her childrens school All of this enables her to offer a well-rounded approach to navigating the New York real estate landscape bringing to life the nuances and charms that the City and its real estate market have to offer
Note This form is intended to deal with matters common to most transactions
involving the sale of a condominium unit Provisions should be added altered or
deleted to suit the circumstances of a particular transaction No representation is
made that this form of contract complies with Section 5-702 of the General
Obligations Law (ldquoPlain Language Lawrdquo)
CONSULT YOUR LAWYER BEFORE SIGNING THIS AGREEMENT
Contract of Sale - Condominium Unit
Agreement made as of 2010 between residing at Street Apt
New York NY (ldquoSellerrdquo) and residing at (ldquoPurchaserrdquo)
1 Unit Seller agrees to sell and convey and Purchaser agrees to purchase Unit
No (ldquoUnitrdquo) in the building (ldquoBuildingrdquo) known as Condominium
(ldquoCondominiumrdquo) and located at New York NY New York together with a
XXXXX percent undivided interest in the Common Elements (as defined in para 6)
appurtenant thereto all upon and subject to the terms and conditions set forth herein The
Unit shall be as designated in the Declaration of Condominium Ownership (as the same
may be amended from time to time the ldquoDeclarationrdquo) of the Condominium recorded in
New York County New York or the By-Laws (as the same may be amended from time
to time the ldquoBy-Lawsrdquo) of the Condominium
2 Personal Property (a) The sale includes all of Sellerrsquos right title and
interest if any in and to
(i) the refrigerators freezers ranges ovens built-in microwave
ovens dishwashers washing machines clothes dryers cabinets and counters lighting
and plumbing fixtures chandeliers air conditioning equipment venetian blinds shades
screens storm windows and other window treatments wall-to-wall carpeting
bookshelves switchplates door hardware and mirrors built-ins and articles of property
and fixtures attached to or appurtenant to the Unit except those listed in subpara 2(b) all
of which included property and fixtures are represented to be owned by Seller free and
clear of all liens and encumbrances other than those encumbrances (ldquoPermitted
Exceptionsrdquo) set forth on Schedule A annexed hereto and made a part hereof (strike out
inapplicable items) to the extent any of the foregoing exist in the Unit on the date
hereof and
- 2 -
(ii)
(b) Excluded from this sale are
(i) furniture and furnishings (other than as specifically provided
in this Contract) and
(ii)
(c) The property referred to in subpara 2(a)(i) and (ii) may not be
purchased if title to the Unit is not conveyed hereunder
3 Purchase Price (a) The purchase price (ldquoPurchase Pricerdquo) is $
payable as follows
(i) $ (ldquoDownpaymentrdquo) on the signing of this Contract by
good check subject to collection the receipt of which is hereby acknowledged to be held
in escrow pursuant to para 16 and
(ii) $ constituting the balance of the Purchase Price by
certified check of Purchaser or official bank check (except as otherwise provided in this
Contract) on the delivery of the deed as hereinafter provided
(b) All checks in payment of the Purchase Price shall represent United
States currency and be drawn on or issued by a bank or trust company authorized to
accept deposits in New York State All checks in payment of the Downpayment shall be
payable to the order of Escrowee (as hereinafter defined) All checks in payment of the
balance of the Purchase Price shall be payable to the order of Seller (or as Seller
otherwise directs pursuant to subparas 6(a)(viii) or 18(b))
(c) Except for the Downpayment and checks aggregating not more than
one-half of one percent of the Purchase Price One Thousand Dollars ($100000)
including payment for closing adjustments all checks delivered by Purchaser shall be
certified or official bank checks as hereinabove provided
4 Closing of Title The closing documents referred to in para 6 shall be
delivered and payment of the balance of the Purchase Price shall be made at the closing
of title (ldquoClosingrdquo) to be held on or about at AM at the offices of
Giddins Claman LLP 675 Third Avenue 29th
Floor New York NY or at the office
of Purchaserrsquos lending institution or its counsel provided however that such office is
located in either the City or County in which either (a) Sellerrsquos attorney maintains an
office or (b) the Unit is located
5 Representations Warranties and Covenants Seller represents warrants
and covenants that
- 3 -
(a) Seller is the sole owner of the Unit and the property referred to in
subpara 2(a) and Seller has the full right power and authority to sell convey and transfer
the same
(b) The common charges (excluding separately billed utility charges) for
the Unit on the date hereof are $xxxxx per month
(c) Seller has not received any written notice of any intended assessment
or increase in common charges not reflected in subpara 5(b) Purchaser acknowledges
that it will not have the right to cancel this Contract in the event of the imposition of any
assessment or increase in common charges after the date hereof of which Seller has not
heretofore received written notice
(d) The real estate taxes for the Unit for the fiscal year of ________
through ________ are $_________ Purchaser may verify the real estate taxes on the
website of the New York City Department of Finance A printout from the website
is attached
(e) Seller is not a ldquosponsorrdquo or a nominee of a ldquosponsorrdquo under any plan of
condominium organization affecting the Unit
(f) All refrigerators freezers ranges dishwashers washing machines
clothes dryers and air conditioning equipment included in this sale will be in working
order at the time of Closing
(g) If a copy is attached to this Contract the copy of the Certificate of
Occupancy covering the Unit is a true and correct copy and
(h) Seller is not a ldquoforeign personrdquo as defined in para 17 (If inapplicable
delete and provide for compliance with Code Withholding Section as defined in para
17)
6 Closing Documents (a) At the Closing Seller shall deliver to Purchaser the
following
(i) Bargain and sale deed With covenant against grantorrsquos acts
(ldquoDeedrdquo) complying with RPL sect 339-o and containing the covenant required by LL sect
13(5) conveying to Purchaser title to the Unit together with its undivided interest in the
Common Elements (as such term is defined in the Declaration and which term shall be
deemed to include Sellerrsquos right title and interest in any limited common elements
attributable to or used in connection with the Unit) appurtenant thereto free and clear of
all liens and encumbrances other than Permitted Exceptions The Deed shall be executed
and acknowledged by Seller and if requested by the Condominium executed and
acknowledged by Purchaser in proper statutory form for recording
- 4 -
(ii) If a corporation and if required pursuant to BCL sect 909 Seller
shall deliver to Purchaser (1) a resolution of its board of directors authorizing the delivery
of the Deed and (2) a certificate executed by an officer of such corporation certifying as
to the adoption of such resolution and setting forth facts demonstrating that the delivery
of the Deed is in conformity with the requirements of BCL sect 909 The Deed shall also
contain a recital sufficient to establish compliance with such law
(iii) A waiver of right of first refusal of the board of managers of
the Condominium (ldquoBoardrdquo) if required in accordance with para 8
(iv) A statement by the Condominium or its managing agent that
the common charges and any assessments then due and payable the Condominium have
been paid to the date of the Closing
(v) All keys to the doors of and mailbox for the Unit
(vi) Such affidavits andor other evidence as the title company
(ldquoTitle Companyrdquo) from which Purchaser has ordered a title insurance report and which
is authorized to do business in New York State shall reasonably require in order to omit
from its title insurance policy all exceptions for judgments bankruptcies or other returns
against Seller and persons or entities whose names are the same as or are similar to
Sellerrsquos name
(vii) New York City Real Property Transfer Tax Return if
applicable and New York State Real Estate Transfer Tax Return prepared executed and
acknowledged by Seller in proper form for submission
(viii) Checks in payment of all applicable real property transfer
taxes except a transfer tax which by law is primarily imposed on the purchaser
(ldquoPurchaser Transfer Taxrdquo) due in connection with the sale In lieu of delivery of such
checks Seller shall have the right upon reasonable prior notice to Purchaser to cause
Purchaser to deliver said checks at the Closing and to credit the amount thereof against
the balance of the Purchase Price Seller shall pay the additional transfer taxes if any
payable after the Closing by reason of the conveyance of the Unit which obligation shall
survive the Closing
(ix) Certification that Seller is not a foreign person pursuant to
para 17 or a withholding certificate from the Internal Revenue Service (If inapplicable
delete and provide for compliance with Code Section as defined in para 17) and
(x) Affidavit that a single station smoke detecting alarm device is
installed pursuant to New York Executive Law sect378(5)
(b) At the Closing Purchaser shall deliver to Seller the following
- 5 -
(i) Checks in payment of (y) the balance of the Purchase Price in
accordance with subpara 3(b) and (z) any Purchaser Transfer Tax
(ii) If required by the Declaration or By-Laws power of attorney
to the Board prepared by Seller in the form required by the Condominium The power of
attorney shall be executed and acknowledged by Purchaser and after being recorded
shall be sent to the Condominium
(iii) New York City Real Property Transfer Tax Return executed
and acknowledged by Purchaser and an Affidavit in Lieu of Registration pursuant to New
York Multiple Dwelling Law each in proper form for submission if applicable and
(iv) If required New York State Equalization Return executed
and acknowledged by Purchaser in proper form for submission
(c) It is a condition of Purchaserrsquos obligation to close title hereunder that
(i) All notes or notices of violations of law or governmental
orders ordinances or requirements affecting the Unit and noted or issued by any
governmental department agency or bureau having jurisdiction which were noted or
issued on or prior to the date hereof shall have been cured by Seller
(ii) Any written notice to Seller from the Condominium (or its
duly authorized representative) that the Unit is in violation of the Declaration By-Laws
or rules and regulations of the Condominium shall have been cured and
(iii) The Condominium is a valid condominium created pursuant
to RPL Art 9-B and the Title Company will so insure
7 Closing Adjustments (a) The following adjustments shall be made as of
1159 PM of the day before the Closing
(i) Real estate taxes and water charges and sewer rents if
separately assessed on the basis of the fiscal period for which assessed except that if
there is a water meter with respect to the Unit apportionment shall be based on the last
available reading subject to adjustment after the Closing promptly after the next reading
is available provided however that in the event real estate taxes have not as of the date
of Closing been separately assessed to the Unit real estate taxes shall be apportioned on
the same basis as provided in the Declaration or By-Laws or in the absence of such
provision based upon the Unitrsquos percentage interest in the Common Elements
(ii) Common charges of the Condominium and
(iii) If fuel is separately stored with respect to the Unit only the
value of fuel stored with respect to the Unit at the price then charged by Sellerrsquos supplier
- 6 -
(as determined by a letter or certificate to be obtained by Seller from such supplier)
including any sales taxes
(b) If at the time of Closing the Unit is affected by an assessment which is
or may become payable in installments then for the purposes of this Contract only the
unpaid installments which are then due shall be considered due and are to be paid by
Seller at the Closing All subsequent installments at the time of Closing shall be the
obligation of Purchaser
(c) Any errors or omissions in computing closing adjustments shall be
corrected This subpara 7(c) shall survive the Closing
(d) If the Unit is located in the City of New York the ldquocustoms in respect
to title closingsrdquo recommended by The Real Estate Board of New York Inc as amended
and in effect on the date of Closing shall apply to the adjustments and other matters
therein mentioned except as otherwise provided herein
8 Right of First Refusal If so provided in the Declaration or By-Laws this
sale is subject to and conditioned upon the waiver of a right of first refusal to purchase
the Unit held by the Condominium and exercisable by the Board Seller agrees to give
notice promptly to the Board of the contemplated sale of the Unit to Purchaser which
notice shall be given in accordance with the terms of the Declaration and By-Laws and
Purchaser agrees to provide promptly all applications information and references
reasonably requested by the Board If the Board shall exercise such right of first refusal
Seller shall promptly refund to Purchaser the Downpayment (which term for all purposes
of this Contract shall be deemed to include interest if any earned thereon) and upon the
making of such refund this Contract shall be deemed cancelled and of no further force or
effect and neither party shall have any further rights against or obligations or liabilities
to the other by reason of this Contract If the Board shall fail to exercise such right of
first refusal within the time and in the manner provided for in the Declaration or By-Laws
or shall declare in writing its intention not to exercise such right of first refusal (a copy of
which writing shall be delivered to Purchaser promptly following receipt thereof) the
parties hereto shall proceed with this sale in accordance with the provisions of this
Contract
9 Processing Fee Seller shall at the Closing pay all fees and charges payable
to the Condominium (andor its managing agent) in connection with this sale and
customarily charged to Sellers by the Condominium including without limitation
any processing fee the legal fees if any of the Condominiumrsquos attorney in connection
with this sale and unless otherwise agreed to by Seller and Purchaser in writing all ldquoflip
taxesrdquo transfer or entrance fees or similar charges if any payable to or for the
Condominium or otherwise for the benefit of the Condominium unit owners which arise
by reason of this sale Purchaser shall pay all fees customarily charged to Purchasers
by the Condominium or Managing Agent
- 7 -
10 No Other Representations Purchaser has examined and is satisfied with the
Declaration By-Laws and rules and regulations of the Condominium or has waived the
examination thereof Purchaser has inspected the Unit its fixtures appliances and
equipment and the personal property if any included in this sale as well as the Common
Elements of the Condominium and knows the condition thereof and subject to subpara
5(f) agrees to accept the same ldquoas isrdquo ie in the condition they are in on the date hereof
subject to normal use wear and tear between the date hereof and the Closing Purchaser
has examined or waived examination of the last audited financial statements of the
Condominium and has considered or waived consideration of all other matters pertaining
to this Contract and to the purchase to be made hereunder and does not rely on any
representations made by any broker or by Seller or anyone acting or purporting to act on
behalf of Seller as to any matters which might influence or affect the decision to execute
this Contract or to buy the Unit or said personal property except those representations
and warranties which are specifically set forth in this Contract
11 Possession Seller shall prior to the Closing remove from the Unit all
furniture furnishings and other personal property not included in this sale shall repair
any damage caused by such removal and shall deliver exclusive possession of the Unit at
the Closing vacant broom-clean and free of tenancies or other rights of use or
possession
12 Access Seller shall permit Purchaser and its architect decorator or other
authorized persons to have the right of access to the Unit between the date hereof and the
Closing for the purpose of inspecting the same and taking measurements at reasonable
times and upon reasonable prior notice to Seller (by telephone or otherwise) Further
Purchaser shall have the right to inspect the Unit at a reasonable time during the 24-hour
period immediately preceding the Closing
13 Defaults and Remedies (a) If Purchaser defaults hereunder Sellerrsquos sole
remedy shall be to retain the Downpayment as liquidated damages it being agreed that
Sellerrsquos damages in case of Purchaserrsquos default might be impossible to ascertain and that
the Downpayment constitutes a fair and reasonable amount of damages under the
circumstances and is not a penalty
(b) If Seller defaults hereunder Purchaser shall have such remedies as
Purchaser shall be entitled to at law or in equity including but not limited to specific
performance
14 Notices Any notice request or other communication (ldquoNoticerdquo) given or
made hereunder (except for the notice required by para 12) shall be in writing and either
(a) sent by any of the parties hereto or their respective attorneys by registered or certified
mail return receipt requested postage prepaid or (b) delivered in person or by overnight
courier with receipt acknowledged to the address given at the beginning of this Contract
for the party to whom the Notice is to be given or to such other address for such party as
said party shall hereafter designate by Notice given to the other party pursuant to this
- 8 -
para 14 or (c) with respect to para 6(a)(viii) or para 18(b) sent by fax to the partyrsquos
attorney Each Notice mailed shall be deemed given on the third business day following
the date of mailing the same and each Notice delivered in person or by overnight courier
shall be deemed given when delivered A copy of each notice sent to a party shall also be
sent to the partyrsquos attorney Each notice sent by fax shall be deemed given when
transmission is confirmed by the senders fax machine The attorneys for the parties are
hereby authorized to give and receive on behalf of their clients all Notices and deliveries
15 Purchaserrsquos Lien The Downpayment and all other sums paid on account of
this Contract and the reasonable expenses of the examination of title to and departmental
violation searches in respect of the Unit are hereby made a lien upon the Unit but such
lien shall not continue after default by Purchaser hereunder
16 Downpayment in Escrow (a) Sellerrsquos attorney (ldquoEscroweerdquo) shall hold the
Downpayment in escrow in a segregated bank account at the depository identified at the
end of this Contract until Closing or sooner termination of this Contract and shall pay
over or apply the Downpayment in accordance with the terms of this para 16 Escrowee
shall hold the Downpayment in a(n) interest-bearing Escrow account for the benefit of
the parties If interest is held for the benefit of the parties it shall be paid to the party
entitled to the Downpayment and the party receiving the interest shall pay any income
taxes thereon If interest is not held for the benefit of the parties the Downpayment shall
be placed in an IOLA account or as otherwise permitted or required by law The Social
Security or Federal Identification numbers of the parties shall be furnished to Escrowee
upon request At Closing the Downpayment shall be paid by Escrowee to Seller If for
any reason Closing does not occur and either party gives Notice (as defined in paragraph
14) to Escrowee demanding payment of the Downpayment Escrowee shall give prompt
Notice to the other party of such demand If Escrowee does not receive Notice of
objection from such other party to the proposed payment within 10 business days after
the giving of such Notice Escrowee is hereby authorized and directed to make such
payment If Escrowee does receive such Notice of objection within such 10 day period or
if for any other reason Escrowee in good faith shall elect not to make such payment
Escrowee shall continue to hold such amount until otherwise directed by Notice from the
parties to this Contract or a final nonappealable judgment order or decree of a court
However Escrowee shall have the right at any time to deposit the Downpayment with the
clerk of a court in the county in which the Unit is located and shall give Notice of such
deposit to Seller and Purchaser Upon such deposit or other disbursement in accordance
with the terms of this para 16 Escrowee shall be relieved and discharged of all further
obligations and responsibilities hereunder
(b) The parties acknowledge that Escrowee is acting solely as a
stakeholder at their request and for their convenience and that Escrowee shall not be
liable to either party for any act or omission on its part unless taken or suffered in bad
faith or in willful disregard of this Contract or involving gross negligence on the part of
Escrowee Seller and Purchaser jointly and severally (with right of contribution) agree to
- 9 -
defend (by attorneys selected by Escrowee) indemnify and hold Escrowee harmless from
and against all costs claims and expenses (including reasonable attorneysrsquo fees) incurred
in connection with the performance of Escroweersquos 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 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 Escroweersquos agreement to the provisions of this para 16 by signing in
the place indicated in this Contract
(e) Escrowee or any member of its firm shall be permitted to act as
counsel for Seller in any dispute as to the disbursement of the Downpayment or any other
dispute between the parties whether or not Escrowee is in possession of the
Downpayment and continues to act as Escrowee
(f) The party whose attorney is Escrowee shall be liable for loss of the
Downpayment
17 FIRPTA Seller represents and warrants to Purchaser that Seller is not a
ldquoforeign personrdquo as defined in IRC sect 1445 as amended and the regulations issued
thereunder (ldquoCode Withholding Sectionrdquo) At the Closing Seller shall deliver to
Purchaser a certificate stating that Seller is not a foreign person in the form then required
by the Code Withholding Section or a withholding certificate from the Internal Revenue
Service In the event Seller fails to deliver the aforesaid certificate or in the event that
Purchaser is not entitled under the Code Withholding Section to rely on such certificate
Purchaser shall deduct and withhold from the Purchase Price a sum equal to 10 thereof
and shall at Closing remit the withheld amount with the required forms to the Internal
Revenue Service
18 Title Report Acceptable Title (a) Purchaser shall promptly after the date
hereof or after receipt of the mortgage commitment letter if applicable order a title
insurance report from the Title Company Promptly after receipt of the title report and
thereafter of any continuations thereof and supplements thereto Purchaser shall forward a
copy of each such report continuation or supplement to the attorney for Seller Purchaser
shall further notify Sellerrsquos attorney of any other objections to title not reflected in such
title report of which Purchaser becomes aware following the delivery of such report
reasonably promptly after becoming aware of such objections
(b) Any unpaid taxes assessments water charges and sewer rents
together with the interest and penalties thereon to a date not less than two days following
- 10 -
the date of Closing and any other liens and encumbrances which Seller is obligated to
pay and discharge or which are against corporations estates or other persons in the chain
of title together with the cost of recording or filing any instruments necessary to
discharge such liens and encumbrances of record may be paid out of the proceeds of the
monies payable at the Closing if Seller delivers to Purchaser at the Closing official bills
for such taxes assessments water charges sewer rents interest and penalties and
instruments in recordable form sufficient to discharge any other liens and encumbrances
of record Upon request made a reasonable time before the Closing Purchaser shall
provide at the Closing separate checks for the foregoing payable to the order of the holder
of any such lien charge or encumbrance and other wise complying with subpara 3(b) If
the Title Company is willing to insure Purchaser that such charges liens and
encumbrances will not be collected out of or enforced against the Unit and is willing to
insure the lien of Purchaserrsquos Institutional Lender (as hereinafter defined) free and clear
of any such charges liens and encumbrances then Seller shall have the right in lieu of
payment and discharge to deposit with the Title Company such funds or to give such
assurances or to pay such special or additional premiums as the Title Company may
require in order to so insure In such case the charges liens and encumbrances with
respect to which the Title Company has agreed so to insure shall not be considered
objections to title
(c) Seller shall convey and Purchaser shall accept fee simple title to the
Unit in accordance with the terms of this Contract subject only to (a) the Permitted
Exceptions and (b) such other matters as (i) the Title Company or any other title insurer
licensed to do business by the State of New York shall be willing without special or
additional premium to omit as exceptions to coverage or to except with insurance against
collection out of or enforcement against the Unit and (ii) shall be accepted by any lender
which has committed in writing to provide mortgage financing to Purchaser for the
purchase of the Unit (ldquoPurchaserrsquos Institutional Lenderrdquo) except that if such
acceptance by Purchaserrsquos Institutional Lender is unreasonably withheld or delayed such
acceptance shall be deemed to have been given
(d) Notwithstanding any contrary provisions in this Contract express or
implied or any contrary rule of law or custom if Seller shall be unable to convey the
Unit in accordance with this Contract (provided that Seller shall release discharge or
otherwise cure at or prior to Closing any matter created by Seller after the date hereof and
any existing mortgage unless this sale is subject to it) and if Purchaser elects not to
complete this transaction without abatement of the Purchase Price the sole obligation and
liability of Seller shall be to refund the Downpayment to Purchaser together with the
reasonable cost of the examination of title to and departmental violation searches in
respect of the Unit and upon the making of such refund and payment this Contract shall
be deemed cancelled and of no further force or effect and neither party shall have any
further rights against or obligations or liabilities to the other by reason of this Contract
However nothing contained in this subpara 18(d) shall be construed to relieve Seller
from liability due to a willful default
- 11 -
19 Risk of Loss Casualty (a) The risk of loss or damage to the Unit or the
personal property included in this sale by fire or other casualty until the earlier of the
Closing or possession of the Unit by Purchaser is assumed by Seller but without any
obligation of Seller to repair or replace any such loss or damage unless Seller elects to do
so as hereinafter provided Seller shall notify Purchaser of the occurrence of any such
loss or damage to the Unit or the personal property included in this sale within 10 days
after such occurrence or by the date of Closing whichever first occurs and by such
notice shall state whether or not Seller elects to repair or restore the Unit andor the
personal property as the case may be If Seller elects to make such repairs and
restorations Sellerrsquos notice shall set forth an adjourned date for the Closing which shall
be not more than 60 days after the date of the giving of Sellerrsquos notice If Seller either
does not elect to do so or having elected to make such repairs and restorations fails to
complete the same on or before said adjourned date for the Closing Purchaser shall have
the following options
(i) To declare this Contract cancelled and of no further force or
effect and receive a refund of the Downpayment in which event neither party shall
thereafter have any further rights against or obligations or liabilities to the other by
reason of this Contract or
(ii) To complete the purchase in accordance with this Contract
without reduction in the Purchase Price except as provided in the next sentence If Seller
carries hazard insurance covering such loss or damage Seller shall turn over to Purchaser
at the Closing the net proceeds actually collected by Seller under the provisions of such
hazard insurance policies to the extent that they are attributable to loss of or damage to
any property included in this sale less any sums theretofore expended by Seller in
repairing or replacing such loss or damage or in collecting such proceeds and Seller shall
assign (without recourse to Seller) Sellerrsquos right to receive any additional insurance
proceeds which are attributable to the loss of or damage to any property included in this
sale
(b) If Seller does not elect to make such repairs and restorations
Purchaser may exercise the resulting option under (i) or (ii) of (a) above only by notice
given to Seller within 10 days after receipt of Sellerrsquos notice If Seller elects to make such
repairs and restorations and fails to complete the same on or before the adjourned closing
date Purchaser may exercise either of the resulting options within 10 days after the
adjourned closing date
(c) In the event of any loss of or damage to the Common Elements which
materially and adversely affects access to or use of the Unit arising after the date of this
Contract but prior to the Closing Seller shall notify Purchaser of the occurrence thereof
within 10 days after such occurrence or by the date of Closing whichever occurs first in
which event Purchaser shall have the following options
- 12 -
(i) To complete the purchase in accordance with this Contract
without reduction in the Purchase Price or
(ii) To adjourn the Closing until the first to occur of (1)
completion of the repair and restoration of the loss or damage to the point that there is no
longer a materially adverse effect on the access to or use of the Unit or (2) the 60th day
after the date of the giving of Sellerrsquos aforesaid notice In the event Purchaser elects to
adjourn the Closing as aforesaid and such loss or damage is not so repaired and restored
within 60 days after the date of the giving of Sellerrsquos aforesaid notice then Purchaser
shall have the right either to (x) complete the purchase in accordance with this Contract
without reduction in the Purchase Price or (y) declare this Contract cancelled and of no
further force or effect and receive a refund of the Downpayment in which latter event
neither party shall thereafter have any further rights against or obligations or liabilities
to the other by reason of this Contract
(d) In the event of any loss of or damage to the Common Elements which
does not materially and adversely affect access to or use of the Unit Purchaser shall
accept title to the Unit in accordance with this Contract without abatement of the
Purchase Price
20 Internal Revenue Service Reporting Requirement Each party shall
execute acknowledge and deliver to the other party such instruments and take such other
actions as such other party may reasonably request in order to comply with IRC sect
6045(e) as amended or any successor provision or any regulations promulgated pursuant
thereto insofar as the same requires reporting of information in respect of real estate
transactions The provisions of this para 20 shall survive the Closing The parties
designate _________________________________ as the attorney responsible for
reporting this information as required by law
21 Broker Seller and Purchaser represent and warrant to each other that the only
real estate broker with whom they have dealt in connection with this Contract and the
transaction set forth herein is ______________________________ and that they know of
no other real estate broker who has claimed or may have the right to claim a commission
in connection with this transaction The commission of such real estate broker shall be
paid by Seller pursuant to separate agreement If no real estate broker is specified above
the parties acknowledge that this Contract was brought about by direct negotiation
between Seller and Purchaser and each represents to the other that it knows of no real
estate broker entitled to a commission in connection with this transaction Seller and
Purchaser shall indemnify and defend each other against any costs claims or expenses
(including reasonable attorneysrsquo fees) arising out of the breach on their respective parts of
any representation warranty or agreement contained in this para 21 The provisions of
this para 21 shall survive the Closing or if the Closing does not occur the termination of
this Contract
- 13 -
22 Mortgage Commitment Contingency (Delete paragraph if inapplicable) (a)
The obligation of Purchaser to purchase under this Contract is conditioned upon issuance
on or before ____________ days after a fully executed copy of this Contract is given to
Purchaser or Purchaserrsquos attorney in the manner set forth in paragraph 14 or
subparagraph 22(k) (the ldquoCommitment Daterdquo) 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 Purchasers sole cost and expense of $______________ for a term of at least _______
years (or such lesser sum or shorter term as Purchaser shall be willing to accept) at the
prevailing fixed or adjustable rate of interest and on other customary commitment terms
(the ldquoCommitmentrdquo) To the extent a Commitment is conditioned on the sale of
Purchaserrsquos current home payment of any outstanding debt no material adverse change
in Purchaserrsquos 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 Lenderrsquos approval of an appraisal shall not be deemed a ldquoCommitmentrdquo
hereunder until an appraisal is approved (and if that does not occur before the
Commitment Date Purchaser may cancel under subparagraph 22(e) unless the
Commitment Date is extended) Purchaserrsquos 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 Purchaserrsquos
election more than one Institutional Lender for such mortgage loan (ii) furnish accurate
and complete information regarding Purchaser and members of Purchaserrsquos 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 22(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 (ldquoMortgage Brokerrdquo) shall constitute full compliance with
the terms and conditions set forth in subparagraph 22(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 22
- 14 -
(e) If no Commitment is issued by the 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 22(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 22
(f) If this Contract is canceled by Purchaser pursuant to subparagraphs
22(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 21
(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 22(a) then Purchaser shall be deemed to have waived
Purchaserrsquos right to cancel this Contract and to receive a refund of the Downpayment by
reason of the contingency contained in this paragraph 22
(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 of its obligations under this
paragraph 22) and except as set forth in paragraph 21
(i) The attorneys for the parties are hereby authorized to give and receive
on behalf of their clients all Notices and deliveries under this paragraph 22
(j) For purposes of this Contract the term ldquoInstitutional Lenderrdquo 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
(k) For purposes of subparagraph (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
- 15 -
23 Gender Etc As used in this Contract the neuter includes the masculine and
feminine the singular includes the plural and the plural includes the singular as the
context may require
24 Entire Contract All prior understandings and agreements between Seller and
Purchaser are merged in this Contract and this Contract supersedes any and all
understandings and agreements between the parties and constitutes the entire agreement
between them with respect to the subject matter hereof
25 Captions The captions in this Contract are for convenience and reference
only and in no way define limit or describe the scope of this Contract and shall not be
considered in the interpretation of this Contract or any provision hereof
26 No Assignment by Purchaser Purchaser may not assign this Contract or any
of Purchaserrsquos rights hereunder
27 Successors and Assigns Subject to the provisions of para 26 the provisions
of this Contract shall bind and inure to the benefit of both Purchaser and Seller and their
respective distributees executors administrators heirs legal representatives successors
and permitted assigns
28 No Oral Changes This Contract cannot be changed or terminated orally Any
changes or additional provisions must be set forth in a rider attached hereto or in a
separate written agreement signed by both parties to this Contract
29 Contract Not Binding Until Signed This Contract shall not be binding or
effective until properly executed and delivered by Seller and Purchaser
30 Lead-Based Paint If applicable the complete and fully executed disclosure
of information on lead-based paint andor lead-based paint hazards is attached hereto and
made a part hereof
IN WITNESS WHEREOF the parties hereto have duly executed this Contract
on the day and year first above written
Seller Purchaser
_________________________________ ____________________________________
- 16 -
Agreed to as to para 16 ________________________________
Giddins Claman LLP Escrowee
Escrow Depository
Address
SCHEDULE A - Permitted Exceptions
1 Zoning laws and regulations and landmark historic or wetlands designation
which are not violated by the Unit and which are not violated by the Common Elements
to the extent that access to or use of the Unit would be materially and adversely affected
2 Consents for the erection of any structure or structures on under or above any
street or streets on which the Building may abut
3 The terms burdens covenants restrictions conditions easements and rules
and regulations set forth in the Declaration By-Laws and rules and regulations of the
Condominium the Power of Attorney from Purchaser to the board of managers of the
Condominium and the floor plans of the Condominium all as may be amended from time
to time
4 Rights of utility companies to lay maintain install and repair pipes lines
poles conduits cable boxes and related equipment on over and under the Building and
Common Elements provided that none of such rights imposes any monetary obligation
on the owner of the Unit or materially interferes with the use of or access to the Unit
5 Encroachments of stoops areas cellar steps trim cornices lintels window
sills awnings canopies ledges fences hedges coping and retaining walls projecting
from the Building over any street or highway or over any adjoining property and
encroachments of similar elements projecting from adjoining property over the Common
Elements
6 Any state of facts which an accurate survey or personal inspection of the
Building Common Elements or Unit would disclose provided that such facts do not
prevent the use of the Unit for dwelling purposes For the purposes of this Contract none
of the facts shown on the survey if any identified below shall be deemed to prevent the
use of the Unit for dwelling purposes and Purchaser shall accept title subject thereto
- 17 -
The survey referred to in No 6 above was prepared by
___________________________ dated _____________________ and last revised
____________________
7 The lien of any unpaid common charge real estate tax water charge sewer
rent or vault charge provided the same are paid or apportioned at the Closing as herein
provided
8 The lien of any unpaid assessments to the extent of installments thereof
payable after the Closing
9 Liens encumbrances and title conditions affecting the Common Elements
which do not materially and adversely affect the right of the Unit owner to use and enjoy
the Common Elements
10 Notes or notices of violations of law or governmental orders ordinances or
requirements (a) affecting the Unit and noted or issued subsequent to the date of this
Contract by any governmental department agency or bureau having jurisdiction and (b)
any such notes or notices affecting only the Common Elements which were noted or
issued prior to or on the date of this Contract or at any time hereafter
11 Any other matters or encumbrances subject to which Purchaser is required to
accept title to the Unit pursuant to this Contract
ABOUT THE SPEAKERS
Lisa Lippman Senior Vice President and Director was the 1 broker at Brown Harris Stevens in 2009 With 13 years of experience selling real estate Lisa specializes in the sale of high end cooperatives condominiums and townhomes throughout Manhattan As is clear from her record even in tough times Lisa manages to both sell and find homes for her clients
Other awards Lisa has won in the last few years include
middotWall Street Journal top 400-Lisa was 11 in the nation and 2 in Manhattan 2009middotWall Street Journal top 50 brokers in America 2007middotBrown Harris Stevens Westside Office Broker of the Year All Years 2006 - 2009 middotBrown Harris Stevens Westside Office Listing Broker of the Year 2007 2008 2009middotBrown Harris Stevens Largest New Development Deal of the Year 2009
Prior to becoming a real estate broker Lisa spent several years as a lawyer practicing litigation at two prestigious law firms She graduated from The University of Pennsylvania in 1986 and earned her law degree from Cardozo in 1990 Lisarsquos legal background affords her a keen understanding of the negotiation process as well as the complexities needed to complete the deal
A New York City resident for 24 years Lisa offers impeccable knowledge of the market as it applies across all neighborhoods She has lived downtown on the Upper East Side and has now resided on the Upper West Side for the past 14 years Additionally as the mother of three children Lisa is personally involved in the decisions all buyers face in choosing a neighborhood and a home
Lisa takes pride in being a straight-forward intelligent and honest broker She understands the individual needs of each client as well as their comfort with the purchase andor sale process Her listening talents combined with her unbeatable memory work ethic and negotiation skills allow her to service her buyers and sellers most effectively Lisa is also active in the New York community including the UJA and her childrenrsquos school All of this enables her to offer a well-rounded approach to navigating the New York real estate landscape bringing to life the nuances and charms that the City and its real estate market have to offer
LISA LIPPMANSenior Vice PresidentDirector
Lisa Lippman bull 212- 588-5606 bull fax 212-418-9733 bull llippmanbhsusacom
GIDDINS bull CLAMAN LLP
Attorneys at Law
675 THIRD AVENUE
29TH
FLOOR
NEW YORK NEW YORK 10017
(212)573-6703
FAX (212)949-1923 Paul M Giddins
Scott Claman
Giddins Claman LLP ndash Firm Biography
Giddins Claman LLP (formerly Giddins Claman amp Langs LLP) was
established in 1988 by Paul M Giddins formerly an Assistant District Attorney in
the New York County District Attorneyrsquos Office For over 20 years the firm has
specialized in real estate matters in the New York City metropolitan area with an
active transactional real estate practice Mr Giddins has specialized in residential
real estate during that time In addition to purchase sale and refinance transactions
Mr Giddins represents cooperative apartment boards of directors and condominium
boards of managers Mr Giddins also regularly gives lectures and seminars on real
estate matters for many of the prominent real estate brokerage firms in New York
Scott Claman has been in the practice of law in New York for over 26 years
and joined the firm as a member in 1996 having previously been a partner at a law
firm that specialized in the representation of cooperative apartment boards of
directors and condominium boards of managers Mr Claman is regularly engaged
in a variety of transactional real estate matters ranging from commercial leasing
mortgage financing and asset dispositions to individual apartment and house sales
In addition to individual and institutional owners of residential and commercial real
estate Mr Claman also represents cooperative apartment boards of directors and
condominium boards of managers and has given numerous lectures and seminars
on real estate matters for the Real Estate Board of New York and for many of the
prominent real estate brokerage firms in New York
Steven M Nachman serves as Of Counsel to the firm in connection with
commercial and general litigation matters Mr Nachman formerly associated with
the firm of Stroock amp Stroock amp Lavan has over 20 years of civil litigation
experience
Giddins Claman LLP is proud to provide our clients with the benefits of our
collective experience as seasoned litigators and transactional real estate specialists
while maintaining our personal commitment to represent our clients in a manner
associated with a smaller practice
ManhattanResidential Market Report
Fourth Quarter 2010
Manhattan Cooperatives and Condominiums
2 Fourth Quarter 2010
Average and Median Sale Price
Cooperative Average Sale Price
Condominium Average Sale Price
Cover Property BrownHarrisStevenscom WEB272151
Average Sale Price Median Sale Price
Prices for Manhattan apartments continued to edge upward
as their average sale price of $1432787 was 8 higher
than a year ago This marked the sixth straight quarter that
the average price has risen While the number of recorded
transactions fell 25 from a year ago the fourth quarter of 2009
was uncharacteristically busy due to pent-up demand after the
collapse of Lehman Brothers had frozen the market earlier that year
The average co-op price continued to rise sharply as
more buyers favored larger apartments compared to a year ago Two-bedroom and larger
units accounted for 45 of co-op sales up from 40 a year ago This helped push
the overall average co-op price up 17 from 2009rsquos fourth
quarter to $1158333
Condo prices averaged $1751219 during the fourth
quarter 1 higher than a year ago One-bedrooms posted the
biggest increase in average price rising 9 over the past year
to $844964
Studio 1-Bedroom 2-Bedroom 3+Bedroom All
4th Q 10 $342545 $593718 $1231116 $3150700 $1158333
3rd Q 10 $366086 $606444 $1206257 $3049980 $1156733
2nd Q 10 $356696 $597311 $1301392 $2872496 $1065814
1st Q 10 $334307 $587538 $1132150 $3098881 $1079195
4th Q 09 $345725 $585238 $1133967 $3001012 $990921
Studio 1-Bedroom 2-Bedroom 3+Bedroom All
4th Q 10 $495002 $844964 $1637638 $4567750 $1751219
3rd Q 10 $495876 $809514 $1596021 $3835376 $1724180
2nd Q 10 $464559 $840829 $1570772 $3922994 $1686690
1st Q 10 $529970 $819785 $1608375 $4250098 $1730415
4th Q 09 $554568 $772525 $1583362 $4574080 $1732362
Average Sale Price Median Sale Price
$1600000
$1400000
$1200000
$1000000
$800000
$400000
$600000
$1369883 $820000
1Q10
$1324504 $800000
4Q09
$1432787 $840000
4Q10
$1423378 $890000
3Q10
$1377135 $842779
2Q10
Fourth Quarter 2010 3
New Developments Lofts
Time on the Market
Excludes new developments and units listed over one year Based on the last asking price Excludes new developments
Average Price Per Square Foot
New development prices averaged $1099 per square foot 11 less than during the fourth quarter of 2009 This was due in part to an increase in the percent of new development sales in Northern Manhattan from 9 a year ago to 15 At $1052 the average price per square foot for loft apartments was 3 higher than during 2009rsquos fourth quarter
Apartments sold during the quarter spent an average of 113 days on the market 14 less time than a year ago Sellers received 955 of the last asking price up slightly from the fourth quarter of 2009
Asking Vs Selling Price
$700
$900
$1100
$1300 $1099
4Q10
$1238
4Q09
$1146
1Q10 2Q10
$1176
$700
$900
$1100
$1300 $1052
4Q10
$1017
4Q09
$1037
1Q10
$1066
2Q10
$1112
3Q10
$1077
3Q10
75 days
100 days
125 days
150 days 113
4Q10
132
4Q09
119
1Q10
112
2Q10
85
90
95
100 955
4Q10
954
4Q09
962
1Q10
97
3Q10
959
3Q10
966
2Q10
Generally 59th to 96th Street Fifth Avenue to the East River
Cooperative Condominium
East sidE
4 Fourth Quarter 2010
Average Price Per Square Foot
At an average of $1581971 prices for two-bedroom East Side
apartments were 14 higher than a year ago The average price fell
13 for three-bedroom and larger apartments due in part to 2 closings
of over $30 million a year ago inflating that figure Co-ops fared better than condos as the average
price per room rose for both prewar and postwar co-ops over the past year
while the average condo price per square foot fell
Average Price Per Room
4Q09 4Q10
Studio 1-Bedroom 2-Bedroom 3+Bedroom
Percent of Sales
4th Q 09 10 35 36 19
4th Q 10 11 39 28 22
Average Price
4th Q 09 $351462 $647300 $1383364 $4146087
4th Q 10 $355459 $647207 $1581971 $3605513
Change 1 0 14 -13
$100000
$300000
$150000
$200000
$250000
$350000
$400000
$50000
$200
$1000
$400
$600
$800
$1200
$1400
$0
Postwar
$204713 $210559
Prewar
$348425 $383335
4Q10
$1126
4Q09
$1168
Generally 59th to 110th Street Hudson River to West of Fifth Avenue
WEst sidE
Fourth Quarter 2010 5
Cooperative CondominiumAverage Price Per Room Average Price Per Square Foot
With the exception of studios prices rose for all other size categories of apartments on
the West Side led by a 21 gain in the average price for
three-bedroom and larger units This increase was helped by
535 West End Avenue whose three-bedroom closing prices averaged over $115 million
in the fourth quarter Co-ops remained strong as the average
price per room rose 21 for prewar and 12 for postwar co-ops on the West Side The average condo price per square
foot rose 3 to $1309 making the West Side the only
area where both co-op and condo prices were higher
than a year ago
4Q09 4Q10
Studio 1-Bedroom 2-Bedroom 3+Bedroom
Percent of Sales
4th Q 09 10 37 37 16
4th Q 10 8 33 38 21
Average Price
4th Q 09 $417466 $656421 $1326640 $3325062
4th Q 10 $391228 $766529 $1378920 $4030338
Change -6 17 4 21
$125000
$225000
$150000
$175000
$200000
$250000
$275000
$100000
$200
$1000
$400
$600
$800
$1200
$1400
$0
4Q09
$1267
4Q10
$1309
Prewar
$215967 $260653
Postwar
$189264 $212348
MidtoWn East Generally 34th to 59th Street Fifth Avenue to the East River
MidtoWn
MidtoWn WEst Generally 34th to 59th Street Hudson River to West of Fifth Avenue
6 Fourth Quarter 2010
Cooperative Condominium
Cooperative Condominium
Average Price Per Room Average Price Per Square Foot
Average Price Per Room Average Price Per Square Foot
A couple of high-end closings at The Plaza and One Beacon Court helped bring the average condo price per square foot 27 higher in the Midtown East market compared
to a year ago The average price per room fell 5 for prewar while rising
8 for postwar co-ops
The average price per square foot rose 12 for condos over the
past year in the Midtown West market A number of closings at The Sheffield and Platinum
helped bring up this figure The average price per room fell for
both prewar and postwar co-ops in this market compared
to a year ago
$175000
$100000
$125000
$150000
$200000
$225000
$1000
$250
$500
$750
$1250
$1500
4Q09 4Q10
$212198 $200857
Prewar
$188662 $204639
Postwar
$1171
4Q09
$1485
4Q10
$252044 $199029 $231213 $221850 $1180$1055
4Q10Prewar Postwar 4Q09
$1000
$250
$500
$750
$1250
$1500
4Q09 4Q10
$200000
$50000
$100000
$150000
$250000
$300000
Cooperative Condominium
Fourth Quarter 2010 7
Average Price Per Room Average Price Per Square Foot
South of 34th Street
doWntoWn
While the average price fell 23 for three-bedroom and
larger apartments Downtown from a year ago a large
number of closings at the Superior Ink building inflated 2009rsquos figure This also is a reason why the overall condo
price per square foot fell 10 from a year ago The average
co-op price per room rose 13 for prewar and 4 for
postwar units from 2009rsquos fourth quarter
4Q09 4Q10
Studio 1-Bedroom 2-Bedroom 3+Bedroom
Percent of Sales
4th Q 09 17 43 28 12
4th Q 10 16 41 31 12
Average Price
4th Q 09 $452722 $704292 $1615877 $4665379
4th Q 10 $444618 $741919 $1581625 $3605513
Change -2 5 -2 -23
Prewar
$208503 $235826
Postwar
$188600 $195854
$100000
$200000
$125000
$150000
$175000
$225000
$250000
$75000
$800
$1200
$900
$1000
$1100
$1300
$1400
$700
4Q09
$1326
4Q10
$1194
Cooperative CondominiumAverage Price Per Room Average Price Per Square Foot
Generally North of 96th Street on the East Side and 110th Street on the West Side
NEW YORK CITY bull PALM BEACH bull THE HAMPTONS bull NORTH FORK 2129069200
EAST SIDE445 Park AvenueHall F Willkie PresidentRuth McCoy EVPManaging Director of Sales
UPPER EAST SIDE1121 Madison AvenuePeter R Marra EVPManaging Director of Sales
EDWARD LEE CAVE DIVISION790 Madison AvenueCaroline E Y GuthriePresident
WEST SIDE1926 BroadwayJames M Gricar EVP Managing Director of Sales
BROOKLYN HEIGHTS129 Montague StreetChristopher Thomas EVPManaging Director of Sales
PARK SLOPE100 Seventh AvenueMaryAnn Albano EVPManaging Director of Sales
NEW DEVELOPMENT445 Park Avenue James M GricarManaging DirectorBrown Harris Stevens On-Site Marketing and Sales
Prepared by Gregory Heym Chief Economist Brown Harris Stevenscopy2010 by Brown Harris Stevens All Rights Reserved This information may not be copied used or distributed without Brown Harris Stevensrsquo consent While information is believed true no guaranty is made of accuracy
While the average price fell for three-bedroom and larger apartments it was higher for
all other size categories in Northern Manhattan Condo
prices rose slightly as their average price per square foot of $566 was up 1 from a
year ago The average price per room fell for both prewar and
postwar co-ops compared to a year ago
This report is based on 1901 reported Manhattan apartment sales 25 less than were reported during last yearrsquos comparable period
VILLAGE2 Fifth AvenueKevin Kovesci EVPManaging Director of Sales
TRIBECA43 North MooreKevin Kovesci EVPManaging Director of Sales
northErn Manhattan
Studio 1-Bedroom 2-Bedroom 3+Bedroom
Percent of Sales
4th Q 09 6 35 43 16
4th Q 10 8 38 38 16
Average Price
4th Q 09 $227611 $352759 $567332 $1101778
4th Q 10 $319798 $394509 $577071 $710832
Change 41 12 2 -35
$100
$500
$200
$300
$400
$600
$700
$0
4Q09 4Q10
4Q09
$563
4Q10
$566
$70000
$110000
$80000
$90000
$100000
$120000
$130000
$60000
Prewar
$120601 $97757
Postwar
$110104 $106330
Faculty Biographies
REAL PROPERTY SECTION gt Officer Bio
Chair Leo Genn Esq
Office Address Northside Center for Child Development 1301 Fifth Ave New York NY 10029-3119
Phone 212-426-3406 Fax 212-410-7561 Email lgenn_esqyahoocom
After working briefly as a litigator Mr Genn became House Counsel at NorthsideCenter for Child Development a Manhattan-based not for profit where he handles contract negotiations commercial leasing property management and insurance issues Mr Genn also writes government grants Before law school Mr Genn spent eight years managing commercial and residential real estate in New York City Mr Genn has also worked for New York Citys Office of Economic Development In March 2002 Mr Genns article on the notice requirements in foreclosure proceedings appeared on thecover of the New York Real Estate Law Reporter Mr Gennrsquos favorite law quote is Oliver Wendell Holmes remark A word is not a crystal transparent and unchanged it isthe skin of a living thought and may vary greatly in color and content according to thecircumstances and time in which it is used Mr Gennrsquos favorite case is Raffles v
ichelhaus and his favorite legal fiction is promissory estoppel W
Paul M Giddins Partner
Giddins Claman LLP Paul M Giddins is a partner at Giddins Claman LLP a law firm in New York City Mr Giddins received a Bachelor of Arts degree from Trinity College- Hartford and a law degree from American University Washington School of Law
LISA LIPPMAN | Senior Vice President Director | Licensed Associate Real Estate Broker
printer friendly page
1926 Broadway New York NY 10023 Tel (212) 588-5606 Fax (212) 418-9733 llippmanbhsusacom download contact info view current listings view sold listings
FEATURED PROPERTY - UPPER EAST SIDE
2COOPERATIVE
25 EAST 79TH STREET
rice $1299000
isting ID 1127158
PBedrooms 2 Baths 20 L
Lisa Lippman Senior Vice President and Director was the 1 broker at Brown Harris Stevens in 2009 With 13 years of experience selling real estate Lisa specializes in the sale of high end cooperatives condominiums and townhomes throughout Manhattan As is clear from her record even in tough times Lisa manages to both sell and find homes for her clients Other awards Lisa has won in the last few years include middotWall Street Journal top 400-Lisa was 11 in the nation and 2 in Manhattan 2009 middotWall Street Journal top 50 brokers in America 2007 middotBrown Harris Stevens Westside Office Broker of the Year All Years 2006 - 2009 middotBrown Harris Stevens Westside Office Listing Broker of the Year 2007 2008 2009 middotBrown Harris Stevens Largest New Development Deal of the Year 2009 Prior to becoming a real estate broker Lisa spent several years as a lawyer practicing litigation at two prestigious law firms She graduated from The University of Pennsylvania in 1986 and earned her law degree from Cardozo in 1990 Lisas legal background affords her a keen understanding of the negotiation process as well as the complexities needed to complete the deal A New York City resident for 24 years Lisa offers impeccable knowledge of the market as it applies across all neighborhoods She has lived downtown on the Upper East Side and has now resided on the Upper West Side for the past 14 years Additionally as the mother of three children Lisa is personally involved in the decisions all buyers face in choosing a neighborhood and a home Lisa takes pride in being a straight-forward intelligent and honest broker She understands the individual needs of each client as well as their comfort with the purchase andor sale process Her listening talents combined with her unbeatable memory work ethic and negotiation skills allow her to service her buyers and sellers most effectively Lisa is also active in the New York community including the UJA and her childrens school All of this enables her to offer a well-rounded approach to navigating the New York real estate landscape bringing to life the nuances and charms that the City and its real estate market have to offer
- 2 -
(ii)
(b) Excluded from this sale are
(i) furniture and furnishings (other than as specifically provided
in this Contract) and
(ii)
(c) The property referred to in subpara 2(a)(i) and (ii) may not be
purchased if title to the Unit is not conveyed hereunder
3 Purchase Price (a) The purchase price (ldquoPurchase Pricerdquo) is $
payable as follows
(i) $ (ldquoDownpaymentrdquo) on the signing of this Contract by
good check subject to collection the receipt of which is hereby acknowledged to be held
in escrow pursuant to para 16 and
(ii) $ constituting the balance of the Purchase Price by
certified check of Purchaser or official bank check (except as otherwise provided in this
Contract) on the delivery of the deed as hereinafter provided
(b) All checks in payment of the Purchase Price shall represent United
States currency and be drawn on or issued by a bank or trust company authorized to
accept deposits in New York State All checks in payment of the Downpayment shall be
payable to the order of Escrowee (as hereinafter defined) All checks in payment of the
balance of the Purchase Price shall be payable to the order of Seller (or as Seller
otherwise directs pursuant to subparas 6(a)(viii) or 18(b))
(c) Except for the Downpayment and checks aggregating not more than
one-half of one percent of the Purchase Price One Thousand Dollars ($100000)
including payment for closing adjustments all checks delivered by Purchaser shall be
certified or official bank checks as hereinabove provided
4 Closing of Title The closing documents referred to in para 6 shall be
delivered and payment of the balance of the Purchase Price shall be made at the closing
of title (ldquoClosingrdquo) to be held on or about at AM at the offices of
Giddins Claman LLP 675 Third Avenue 29th
Floor New York NY or at the office
of Purchaserrsquos lending institution or its counsel provided however that such office is
located in either the City or County in which either (a) Sellerrsquos attorney maintains an
office or (b) the Unit is located
5 Representations Warranties and Covenants Seller represents warrants
and covenants that
- 3 -
(a) Seller is the sole owner of the Unit and the property referred to in
subpara 2(a) and Seller has the full right power and authority to sell convey and transfer
the same
(b) The common charges (excluding separately billed utility charges) for
the Unit on the date hereof are $xxxxx per month
(c) Seller has not received any written notice of any intended assessment
or increase in common charges not reflected in subpara 5(b) Purchaser acknowledges
that it will not have the right to cancel this Contract in the event of the imposition of any
assessment or increase in common charges after the date hereof of which Seller has not
heretofore received written notice
(d) The real estate taxes for the Unit for the fiscal year of ________
through ________ are $_________ Purchaser may verify the real estate taxes on the
website of the New York City Department of Finance A printout from the website
is attached
(e) Seller is not a ldquosponsorrdquo or a nominee of a ldquosponsorrdquo under any plan of
condominium organization affecting the Unit
(f) All refrigerators freezers ranges dishwashers washing machines
clothes dryers and air conditioning equipment included in this sale will be in working
order at the time of Closing
(g) If a copy is attached to this Contract the copy of the Certificate of
Occupancy covering the Unit is a true and correct copy and
(h) Seller is not a ldquoforeign personrdquo as defined in para 17 (If inapplicable
delete and provide for compliance with Code Withholding Section as defined in para
17)
6 Closing Documents (a) At the Closing Seller shall deliver to Purchaser the
following
(i) Bargain and sale deed With covenant against grantorrsquos acts
(ldquoDeedrdquo) complying with RPL sect 339-o and containing the covenant required by LL sect
13(5) conveying to Purchaser title to the Unit together with its undivided interest in the
Common Elements (as such term is defined in the Declaration and which term shall be
deemed to include Sellerrsquos right title and interest in any limited common elements
attributable to or used in connection with the Unit) appurtenant thereto free and clear of
all liens and encumbrances other than Permitted Exceptions The Deed shall be executed
and acknowledged by Seller and if requested by the Condominium executed and
acknowledged by Purchaser in proper statutory form for recording
- 4 -
(ii) If a corporation and if required pursuant to BCL sect 909 Seller
shall deliver to Purchaser (1) a resolution of its board of directors authorizing the delivery
of the Deed and (2) a certificate executed by an officer of such corporation certifying as
to the adoption of such resolution and setting forth facts demonstrating that the delivery
of the Deed is in conformity with the requirements of BCL sect 909 The Deed shall also
contain a recital sufficient to establish compliance with such law
(iii) A waiver of right of first refusal of the board of managers of
the Condominium (ldquoBoardrdquo) if required in accordance with para 8
(iv) A statement by the Condominium or its managing agent that
the common charges and any assessments then due and payable the Condominium have
been paid to the date of the Closing
(v) All keys to the doors of and mailbox for the Unit
(vi) Such affidavits andor other evidence as the title company
(ldquoTitle Companyrdquo) from which Purchaser has ordered a title insurance report and which
is authorized to do business in New York State shall reasonably require in order to omit
from its title insurance policy all exceptions for judgments bankruptcies or other returns
against Seller and persons or entities whose names are the same as or are similar to
Sellerrsquos name
(vii) New York City Real Property Transfer Tax Return if
applicable and New York State Real Estate Transfer Tax Return prepared executed and
acknowledged by Seller in proper form for submission
(viii) Checks in payment of all applicable real property transfer
taxes except a transfer tax which by law is primarily imposed on the purchaser
(ldquoPurchaser Transfer Taxrdquo) due in connection with the sale In lieu of delivery of such
checks Seller shall have the right upon reasonable prior notice to Purchaser to cause
Purchaser to deliver said checks at the Closing and to credit the amount thereof against
the balance of the Purchase Price Seller shall pay the additional transfer taxes if any
payable after the Closing by reason of the conveyance of the Unit which obligation shall
survive the Closing
(ix) Certification that Seller is not a foreign person pursuant to
para 17 or a withholding certificate from the Internal Revenue Service (If inapplicable
delete and provide for compliance with Code Section as defined in para 17) and
(x) Affidavit that a single station smoke detecting alarm device is
installed pursuant to New York Executive Law sect378(5)
(b) At the Closing Purchaser shall deliver to Seller the following
- 5 -
(i) Checks in payment of (y) the balance of the Purchase Price in
accordance with subpara 3(b) and (z) any Purchaser Transfer Tax
(ii) If required by the Declaration or By-Laws power of attorney
to the Board prepared by Seller in the form required by the Condominium The power of
attorney shall be executed and acknowledged by Purchaser and after being recorded
shall be sent to the Condominium
(iii) New York City Real Property Transfer Tax Return executed
and acknowledged by Purchaser and an Affidavit in Lieu of Registration pursuant to New
York Multiple Dwelling Law each in proper form for submission if applicable and
(iv) If required New York State Equalization Return executed
and acknowledged by Purchaser in proper form for submission
(c) It is a condition of Purchaserrsquos obligation to close title hereunder that
(i) All notes or notices of violations of law or governmental
orders ordinances or requirements affecting the Unit and noted or issued by any
governmental department agency or bureau having jurisdiction which were noted or
issued on or prior to the date hereof shall have been cured by Seller
(ii) Any written notice to Seller from the Condominium (or its
duly authorized representative) that the Unit is in violation of the Declaration By-Laws
or rules and regulations of the Condominium shall have been cured and
(iii) The Condominium is a valid condominium created pursuant
to RPL Art 9-B and the Title Company will so insure
7 Closing Adjustments (a) The following adjustments shall be made as of
1159 PM of the day before the Closing
(i) Real estate taxes and water charges and sewer rents if
separately assessed on the basis of the fiscal period for which assessed except that if
there is a water meter with respect to the Unit apportionment shall be based on the last
available reading subject to adjustment after the Closing promptly after the next reading
is available provided however that in the event real estate taxes have not as of the date
of Closing been separately assessed to the Unit real estate taxes shall be apportioned on
the same basis as provided in the Declaration or By-Laws or in the absence of such
provision based upon the Unitrsquos percentage interest in the Common Elements
(ii) Common charges of the Condominium and
(iii) If fuel is separately stored with respect to the Unit only the
value of fuel stored with respect to the Unit at the price then charged by Sellerrsquos supplier
- 6 -
(as determined by a letter or certificate to be obtained by Seller from such supplier)
including any sales taxes
(b) If at the time of Closing the Unit is affected by an assessment which is
or may become payable in installments then for the purposes of this Contract only the
unpaid installments which are then due shall be considered due and are to be paid by
Seller at the Closing All subsequent installments at the time of Closing shall be the
obligation of Purchaser
(c) Any errors or omissions in computing closing adjustments shall be
corrected This subpara 7(c) shall survive the Closing
(d) If the Unit is located in the City of New York the ldquocustoms in respect
to title closingsrdquo recommended by The Real Estate Board of New York Inc as amended
and in effect on the date of Closing shall apply to the adjustments and other matters
therein mentioned except as otherwise provided herein
8 Right of First Refusal If so provided in the Declaration or By-Laws this
sale is subject to and conditioned upon the waiver of a right of first refusal to purchase
the Unit held by the Condominium and exercisable by the Board Seller agrees to give
notice promptly to the Board of the contemplated sale of the Unit to Purchaser which
notice shall be given in accordance with the terms of the Declaration and By-Laws and
Purchaser agrees to provide promptly all applications information and references
reasonably requested by the Board If the Board shall exercise such right of first refusal
Seller shall promptly refund to Purchaser the Downpayment (which term for all purposes
of this Contract shall be deemed to include interest if any earned thereon) and upon the
making of such refund this Contract shall be deemed cancelled and of no further force or
effect and neither party shall have any further rights against or obligations or liabilities
to the other by reason of this Contract If the Board shall fail to exercise such right of
first refusal within the time and in the manner provided for in the Declaration or By-Laws
or shall declare in writing its intention not to exercise such right of first refusal (a copy of
which writing shall be delivered to Purchaser promptly following receipt thereof) the
parties hereto shall proceed with this sale in accordance with the provisions of this
Contract
9 Processing Fee Seller shall at the Closing pay all fees and charges payable
to the Condominium (andor its managing agent) in connection with this sale and
customarily charged to Sellers by the Condominium including without limitation
any processing fee the legal fees if any of the Condominiumrsquos attorney in connection
with this sale and unless otherwise agreed to by Seller and Purchaser in writing all ldquoflip
taxesrdquo transfer or entrance fees or similar charges if any payable to or for the
Condominium or otherwise for the benefit of the Condominium unit owners which arise
by reason of this sale Purchaser shall pay all fees customarily charged to Purchasers
by the Condominium or Managing Agent
- 7 -
10 No Other Representations Purchaser has examined and is satisfied with the
Declaration By-Laws and rules and regulations of the Condominium or has waived the
examination thereof Purchaser has inspected the Unit its fixtures appliances and
equipment and the personal property if any included in this sale as well as the Common
Elements of the Condominium and knows the condition thereof and subject to subpara
5(f) agrees to accept the same ldquoas isrdquo ie in the condition they are in on the date hereof
subject to normal use wear and tear between the date hereof and the Closing Purchaser
has examined or waived examination of the last audited financial statements of the
Condominium and has considered or waived consideration of all other matters pertaining
to this Contract and to the purchase to be made hereunder and does not rely on any
representations made by any broker or by Seller or anyone acting or purporting to act on
behalf of Seller as to any matters which might influence or affect the decision to execute
this Contract or to buy the Unit or said personal property except those representations
and warranties which are specifically set forth in this Contract
11 Possession Seller shall prior to the Closing remove from the Unit all
furniture furnishings and other personal property not included in this sale shall repair
any damage caused by such removal and shall deliver exclusive possession of the Unit at
the Closing vacant broom-clean and free of tenancies or other rights of use or
possession
12 Access Seller shall permit Purchaser and its architect decorator or other
authorized persons to have the right of access to the Unit between the date hereof and the
Closing for the purpose of inspecting the same and taking measurements at reasonable
times and upon reasonable prior notice to Seller (by telephone or otherwise) Further
Purchaser shall have the right to inspect the Unit at a reasonable time during the 24-hour
period immediately preceding the Closing
13 Defaults and Remedies (a) If Purchaser defaults hereunder Sellerrsquos sole
remedy shall be to retain the Downpayment as liquidated damages it being agreed that
Sellerrsquos damages in case of Purchaserrsquos default might be impossible to ascertain and that
the Downpayment constitutes a fair and reasonable amount of damages under the
circumstances and is not a penalty
(b) If Seller defaults hereunder Purchaser shall have such remedies as
Purchaser shall be entitled to at law or in equity including but not limited to specific
performance
14 Notices Any notice request or other communication (ldquoNoticerdquo) given or
made hereunder (except for the notice required by para 12) shall be in writing and either
(a) sent by any of the parties hereto or their respective attorneys by registered or certified
mail return receipt requested postage prepaid or (b) delivered in person or by overnight
courier with receipt acknowledged to the address given at the beginning of this Contract
for the party to whom the Notice is to be given or to such other address for such party as
said party shall hereafter designate by Notice given to the other party pursuant to this
- 8 -
para 14 or (c) with respect to para 6(a)(viii) or para 18(b) sent by fax to the partyrsquos
attorney Each Notice mailed shall be deemed given on the third business day following
the date of mailing the same and each Notice delivered in person or by overnight courier
shall be deemed given when delivered A copy of each notice sent to a party shall also be
sent to the partyrsquos attorney Each notice sent by fax shall be deemed given when
transmission is confirmed by the senders fax machine The attorneys for the parties are
hereby authorized to give and receive on behalf of their clients all Notices and deliveries
15 Purchaserrsquos Lien The Downpayment and all other sums paid on account of
this Contract and the reasonable expenses of the examination of title to and departmental
violation searches in respect of the Unit are hereby made a lien upon the Unit but such
lien shall not continue after default by Purchaser hereunder
16 Downpayment in Escrow (a) Sellerrsquos attorney (ldquoEscroweerdquo) shall hold the
Downpayment in escrow in a segregated bank account at the depository identified at the
end of this Contract until Closing or sooner termination of this Contract and shall pay
over or apply the Downpayment in accordance with the terms of this para 16 Escrowee
shall hold the Downpayment in a(n) interest-bearing Escrow account for the benefit of
the parties If interest is held for the benefit of the parties it shall be paid to the party
entitled to the Downpayment and the party receiving the interest shall pay any income
taxes thereon If interest is not held for the benefit of the parties the Downpayment shall
be placed in an IOLA account or as otherwise permitted or required by law The Social
Security or Federal Identification numbers of the parties shall be furnished to Escrowee
upon request At Closing the Downpayment shall be paid by Escrowee to Seller If for
any reason Closing does not occur and either party gives Notice (as defined in paragraph
14) to Escrowee demanding payment of the Downpayment Escrowee shall give prompt
Notice to the other party of such demand If Escrowee does not receive Notice of
objection from such other party to the proposed payment within 10 business days after
the giving of such Notice Escrowee is hereby authorized and directed to make such
payment If Escrowee does receive such Notice of objection within such 10 day period or
if for any other reason Escrowee in good faith shall elect not to make such payment
Escrowee shall continue to hold such amount until otherwise directed by Notice from the
parties to this Contract or a final nonappealable judgment order or decree of a court
However Escrowee shall have the right at any time to deposit the Downpayment with the
clerk of a court in the county in which the Unit is located and shall give Notice of such
deposit to Seller and Purchaser Upon such deposit or other disbursement in accordance
with the terms of this para 16 Escrowee shall be relieved and discharged of all further
obligations and responsibilities hereunder
(b) The parties acknowledge that Escrowee is acting solely as a
stakeholder at their request and for their convenience and that Escrowee shall not be
liable to either party for any act or omission on its part unless taken or suffered in bad
faith or in willful disregard of this Contract or involving gross negligence on the part of
Escrowee Seller and Purchaser jointly and severally (with right of contribution) agree to
- 9 -
defend (by attorneys selected by Escrowee) indemnify and hold Escrowee harmless from
and against all costs claims and expenses (including reasonable attorneysrsquo fees) incurred
in connection with the performance of Escroweersquos 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 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 Escroweersquos agreement to the provisions of this para 16 by signing in
the place indicated in this Contract
(e) Escrowee or any member of its firm shall be permitted to act as
counsel for Seller in any dispute as to the disbursement of the Downpayment or any other
dispute between the parties whether or not Escrowee is in possession of the
Downpayment and continues to act as Escrowee
(f) The party whose attorney is Escrowee shall be liable for loss of the
Downpayment
17 FIRPTA Seller represents and warrants to Purchaser that Seller is not a
ldquoforeign personrdquo as defined in IRC sect 1445 as amended and the regulations issued
thereunder (ldquoCode Withholding Sectionrdquo) At the Closing Seller shall deliver to
Purchaser a certificate stating that Seller is not a foreign person in the form then required
by the Code Withholding Section or a withholding certificate from the Internal Revenue
Service In the event Seller fails to deliver the aforesaid certificate or in the event that
Purchaser is not entitled under the Code Withholding Section to rely on such certificate
Purchaser shall deduct and withhold from the Purchase Price a sum equal to 10 thereof
and shall at Closing remit the withheld amount with the required forms to the Internal
Revenue Service
18 Title Report Acceptable Title (a) Purchaser shall promptly after the date
hereof or after receipt of the mortgage commitment letter if applicable order a title
insurance report from the Title Company Promptly after receipt of the title report and
thereafter of any continuations thereof and supplements thereto Purchaser shall forward a
copy of each such report continuation or supplement to the attorney for Seller Purchaser
shall further notify Sellerrsquos attorney of any other objections to title not reflected in such
title report of which Purchaser becomes aware following the delivery of such report
reasonably promptly after becoming aware of such objections
(b) Any unpaid taxes assessments water charges and sewer rents
together with the interest and penalties thereon to a date not less than two days following
- 10 -
the date of Closing and any other liens and encumbrances which Seller is obligated to
pay and discharge or which are against corporations estates or other persons in the chain
of title together with the cost of recording or filing any instruments necessary to
discharge such liens and encumbrances of record may be paid out of the proceeds of the
monies payable at the Closing if Seller delivers to Purchaser at the Closing official bills
for such taxes assessments water charges sewer rents interest and penalties and
instruments in recordable form sufficient to discharge any other liens and encumbrances
of record Upon request made a reasonable time before the Closing Purchaser shall
provide at the Closing separate checks for the foregoing payable to the order of the holder
of any such lien charge or encumbrance and other wise complying with subpara 3(b) If
the Title Company is willing to insure Purchaser that such charges liens and
encumbrances will not be collected out of or enforced against the Unit and is willing to
insure the lien of Purchaserrsquos Institutional Lender (as hereinafter defined) free and clear
of any such charges liens and encumbrances then Seller shall have the right in lieu of
payment and discharge to deposit with the Title Company such funds or to give such
assurances or to pay such special or additional premiums as the Title Company may
require in order to so insure In such case the charges liens and encumbrances with
respect to which the Title Company has agreed so to insure shall not be considered
objections to title
(c) Seller shall convey and Purchaser shall accept fee simple title to the
Unit in accordance with the terms of this Contract subject only to (a) the Permitted
Exceptions and (b) such other matters as (i) the Title Company or any other title insurer
licensed to do business by the State of New York shall be willing without special or
additional premium to omit as exceptions to coverage or to except with insurance against
collection out of or enforcement against the Unit and (ii) shall be accepted by any lender
which has committed in writing to provide mortgage financing to Purchaser for the
purchase of the Unit (ldquoPurchaserrsquos Institutional Lenderrdquo) except that if such
acceptance by Purchaserrsquos Institutional Lender is unreasonably withheld or delayed such
acceptance shall be deemed to have been given
(d) Notwithstanding any contrary provisions in this Contract express or
implied or any contrary rule of law or custom if Seller shall be unable to convey the
Unit in accordance with this Contract (provided that Seller shall release discharge or
otherwise cure at or prior to Closing any matter created by Seller after the date hereof and
any existing mortgage unless this sale is subject to it) and if Purchaser elects not to
complete this transaction without abatement of the Purchase Price the sole obligation and
liability of Seller shall be to refund the Downpayment to Purchaser together with the
reasonable cost of the examination of title to and departmental violation searches in
respect of the Unit and upon the making of such refund and payment this Contract shall
be deemed cancelled and of no further force or effect and neither party shall have any
further rights against or obligations or liabilities to the other by reason of this Contract
However nothing contained in this subpara 18(d) shall be construed to relieve Seller
from liability due to a willful default
- 11 -
19 Risk of Loss Casualty (a) The risk of loss or damage to the Unit or the
personal property included in this sale by fire or other casualty until the earlier of the
Closing or possession of the Unit by Purchaser is assumed by Seller but without any
obligation of Seller to repair or replace any such loss or damage unless Seller elects to do
so as hereinafter provided Seller shall notify Purchaser of the occurrence of any such
loss or damage to the Unit or the personal property included in this sale within 10 days
after such occurrence or by the date of Closing whichever first occurs and by such
notice shall state whether or not Seller elects to repair or restore the Unit andor the
personal property as the case may be If Seller elects to make such repairs and
restorations Sellerrsquos notice shall set forth an adjourned date for the Closing which shall
be not more than 60 days after the date of the giving of Sellerrsquos notice If Seller either
does not elect to do so or having elected to make such repairs and restorations fails to
complete the same on or before said adjourned date for the Closing Purchaser shall have
the following options
(i) To declare this Contract cancelled and of no further force or
effect and receive a refund of the Downpayment in which event neither party shall
thereafter have any further rights against or obligations or liabilities to the other by
reason of this Contract or
(ii) To complete the purchase in accordance with this Contract
without reduction in the Purchase Price except as provided in the next sentence If Seller
carries hazard insurance covering such loss or damage Seller shall turn over to Purchaser
at the Closing the net proceeds actually collected by Seller under the provisions of such
hazard insurance policies to the extent that they are attributable to loss of or damage to
any property included in this sale less any sums theretofore expended by Seller in
repairing or replacing such loss or damage or in collecting such proceeds and Seller shall
assign (without recourse to Seller) Sellerrsquos right to receive any additional insurance
proceeds which are attributable to the loss of or damage to any property included in this
sale
(b) If Seller does not elect to make such repairs and restorations
Purchaser may exercise the resulting option under (i) or (ii) of (a) above only by notice
given to Seller within 10 days after receipt of Sellerrsquos notice If Seller elects to make such
repairs and restorations and fails to complete the same on or before the adjourned closing
date Purchaser may exercise either of the resulting options within 10 days after the
adjourned closing date
(c) In the event of any loss of or damage to the Common Elements which
materially and adversely affects access to or use of the Unit arising after the date of this
Contract but prior to the Closing Seller shall notify Purchaser of the occurrence thereof
within 10 days after such occurrence or by the date of Closing whichever occurs first in
which event Purchaser shall have the following options
- 12 -
(i) To complete the purchase in accordance with this Contract
without reduction in the Purchase Price or
(ii) To adjourn the Closing until the first to occur of (1)
completion of the repair and restoration of the loss or damage to the point that there is no
longer a materially adverse effect on the access to or use of the Unit or (2) the 60th day
after the date of the giving of Sellerrsquos aforesaid notice In the event Purchaser elects to
adjourn the Closing as aforesaid and such loss or damage is not so repaired and restored
within 60 days after the date of the giving of Sellerrsquos aforesaid notice then Purchaser
shall have the right either to (x) complete the purchase in accordance with this Contract
without reduction in the Purchase Price or (y) declare this Contract cancelled and of no
further force or effect and receive a refund of the Downpayment in which latter event
neither party shall thereafter have any further rights against or obligations or liabilities
to the other by reason of this Contract
(d) In the event of any loss of or damage to the Common Elements which
does not materially and adversely affect access to or use of the Unit Purchaser shall
accept title to the Unit in accordance with this Contract without abatement of the
Purchase Price
20 Internal Revenue Service Reporting Requirement Each party shall
execute acknowledge and deliver to the other party such instruments and take such other
actions as such other party may reasonably request in order to comply with IRC sect
6045(e) as amended or any successor provision or any regulations promulgated pursuant
thereto insofar as the same requires reporting of information in respect of real estate
transactions The provisions of this para 20 shall survive the Closing The parties
designate _________________________________ as the attorney responsible for
reporting this information as required by law
21 Broker Seller and Purchaser represent and warrant to each other that the only
real estate broker with whom they have dealt in connection with this Contract and the
transaction set forth herein is ______________________________ and that they know of
no other real estate broker who has claimed or may have the right to claim a commission
in connection with this transaction The commission of such real estate broker shall be
paid by Seller pursuant to separate agreement If no real estate broker is specified above
the parties acknowledge that this Contract was brought about by direct negotiation
between Seller and Purchaser and each represents to the other that it knows of no real
estate broker entitled to a commission in connection with this transaction Seller and
Purchaser shall indemnify and defend each other against any costs claims or expenses
(including reasonable attorneysrsquo fees) arising out of the breach on their respective parts of
any representation warranty or agreement contained in this para 21 The provisions of
this para 21 shall survive the Closing or if the Closing does not occur the termination of
this Contract
- 13 -
22 Mortgage Commitment Contingency (Delete paragraph if inapplicable) (a)
The obligation of Purchaser to purchase under this Contract is conditioned upon issuance
on or before ____________ days after a fully executed copy of this Contract is given to
Purchaser or Purchaserrsquos attorney in the manner set forth in paragraph 14 or
subparagraph 22(k) (the ldquoCommitment Daterdquo) 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 Purchasers sole cost and expense of $______________ for a term of at least _______
years (or such lesser sum or shorter term as Purchaser shall be willing to accept) at the
prevailing fixed or adjustable rate of interest and on other customary commitment terms
(the ldquoCommitmentrdquo) To the extent a Commitment is conditioned on the sale of
Purchaserrsquos current home payment of any outstanding debt no material adverse change
in Purchaserrsquos 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 Lenderrsquos approval of an appraisal shall not be deemed a ldquoCommitmentrdquo
hereunder until an appraisal is approved (and if that does not occur before the
Commitment Date Purchaser may cancel under subparagraph 22(e) unless the
Commitment Date is extended) Purchaserrsquos 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 Purchaserrsquos
election more than one Institutional Lender for such mortgage loan (ii) furnish accurate
and complete information regarding Purchaser and members of Purchaserrsquos 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 22(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 (ldquoMortgage Brokerrdquo) shall constitute full compliance with
the terms and conditions set forth in subparagraph 22(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 22
- 14 -
(e) If no Commitment is issued by the 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 22(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 22
(f) If this Contract is canceled by Purchaser pursuant to subparagraphs
22(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 21
(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 22(a) then Purchaser shall be deemed to have waived
Purchaserrsquos right to cancel this Contract and to receive a refund of the Downpayment by
reason of the contingency contained in this paragraph 22
(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 of its obligations under this
paragraph 22) and except as set forth in paragraph 21
(i) The attorneys for the parties are hereby authorized to give and receive
on behalf of their clients all Notices and deliveries under this paragraph 22
(j) For purposes of this Contract the term ldquoInstitutional Lenderrdquo 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
(k) For purposes of subparagraph (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
- 15 -
23 Gender Etc As used in this Contract the neuter includes the masculine and
feminine the singular includes the plural and the plural includes the singular as the
context may require
24 Entire Contract All prior understandings and agreements between Seller and
Purchaser are merged in this Contract and this Contract supersedes any and all
understandings and agreements between the parties and constitutes the entire agreement
between them with respect to the subject matter hereof
25 Captions The captions in this Contract are for convenience and reference
only and in no way define limit or describe the scope of this Contract and shall not be
considered in the interpretation of this Contract or any provision hereof
26 No Assignment by Purchaser Purchaser may not assign this Contract or any
of Purchaserrsquos rights hereunder
27 Successors and Assigns Subject to the provisions of para 26 the provisions
of this Contract shall bind and inure to the benefit of both Purchaser and Seller and their
respective distributees executors administrators heirs legal representatives successors
and permitted assigns
28 No Oral Changes This Contract cannot be changed or terminated orally Any
changes or additional provisions must be set forth in a rider attached hereto or in a
separate written agreement signed by both parties to this Contract
29 Contract Not Binding Until Signed This Contract shall not be binding or
effective until properly executed and delivered by Seller and Purchaser
30 Lead-Based Paint If applicable the complete and fully executed disclosure
of information on lead-based paint andor lead-based paint hazards is attached hereto and
made a part hereof
IN WITNESS WHEREOF the parties hereto have duly executed this Contract
on the day and year first above written
Seller Purchaser
_________________________________ ____________________________________
- 16 -
Agreed to as to para 16 ________________________________
Giddins Claman LLP Escrowee
Escrow Depository
Address
SCHEDULE A - Permitted Exceptions
1 Zoning laws and regulations and landmark historic or wetlands designation
which are not violated by the Unit and which are not violated by the Common Elements
to the extent that access to or use of the Unit would be materially and adversely affected
2 Consents for the erection of any structure or structures on under or above any
street or streets on which the Building may abut
3 The terms burdens covenants restrictions conditions easements and rules
and regulations set forth in the Declaration By-Laws and rules and regulations of the
Condominium the Power of Attorney from Purchaser to the board of managers of the
Condominium and the floor plans of the Condominium all as may be amended from time
to time
4 Rights of utility companies to lay maintain install and repair pipes lines
poles conduits cable boxes and related equipment on over and under the Building and
Common Elements provided that none of such rights imposes any monetary obligation
on the owner of the Unit or materially interferes with the use of or access to the Unit
5 Encroachments of stoops areas cellar steps trim cornices lintels window
sills awnings canopies ledges fences hedges coping and retaining walls projecting
from the Building over any street or highway or over any adjoining property and
encroachments of similar elements projecting from adjoining property over the Common
Elements
6 Any state of facts which an accurate survey or personal inspection of the
Building Common Elements or Unit would disclose provided that such facts do not
prevent the use of the Unit for dwelling purposes For the purposes of this Contract none
of the facts shown on the survey if any identified below shall be deemed to prevent the
use of the Unit for dwelling purposes and Purchaser shall accept title subject thereto
- 17 -
The survey referred to in No 6 above was prepared by
___________________________ dated _____________________ and last revised
____________________
7 The lien of any unpaid common charge real estate tax water charge sewer
rent or vault charge provided the same are paid or apportioned at the Closing as herein
provided
8 The lien of any unpaid assessments to the extent of installments thereof
payable after the Closing
9 Liens encumbrances and title conditions affecting the Common Elements
which do not materially and adversely affect the right of the Unit owner to use and enjoy
the Common Elements
10 Notes or notices of violations of law or governmental orders ordinances or
requirements (a) affecting the Unit and noted or issued subsequent to the date of this
Contract by any governmental department agency or bureau having jurisdiction and (b)
any such notes or notices affecting only the Common Elements which were noted or
issued prior to or on the date of this Contract or at any time hereafter
11 Any other matters or encumbrances subject to which Purchaser is required to
accept title to the Unit pursuant to this Contract
ABOUT THE SPEAKERS
Lisa Lippman Senior Vice President and Director was the 1 broker at Brown Harris Stevens in 2009 With 13 years of experience selling real estate Lisa specializes in the sale of high end cooperatives condominiums and townhomes throughout Manhattan As is clear from her record even in tough times Lisa manages to both sell and find homes for her clients
Other awards Lisa has won in the last few years include
middotWall Street Journal top 400-Lisa was 11 in the nation and 2 in Manhattan 2009middotWall Street Journal top 50 brokers in America 2007middotBrown Harris Stevens Westside Office Broker of the Year All Years 2006 - 2009 middotBrown Harris Stevens Westside Office Listing Broker of the Year 2007 2008 2009middotBrown Harris Stevens Largest New Development Deal of the Year 2009
Prior to becoming a real estate broker Lisa spent several years as a lawyer practicing litigation at two prestigious law firms She graduated from The University of Pennsylvania in 1986 and earned her law degree from Cardozo in 1990 Lisarsquos legal background affords her a keen understanding of the negotiation process as well as the complexities needed to complete the deal
A New York City resident for 24 years Lisa offers impeccable knowledge of the market as it applies across all neighborhoods She has lived downtown on the Upper East Side and has now resided on the Upper West Side for the past 14 years Additionally as the mother of three children Lisa is personally involved in the decisions all buyers face in choosing a neighborhood and a home
Lisa takes pride in being a straight-forward intelligent and honest broker She understands the individual needs of each client as well as their comfort with the purchase andor sale process Her listening talents combined with her unbeatable memory work ethic and negotiation skills allow her to service her buyers and sellers most effectively Lisa is also active in the New York community including the UJA and her childrenrsquos school All of this enables her to offer a well-rounded approach to navigating the New York real estate landscape bringing to life the nuances and charms that the City and its real estate market have to offer
LISA LIPPMANSenior Vice PresidentDirector
Lisa Lippman bull 212- 588-5606 bull fax 212-418-9733 bull llippmanbhsusacom
GIDDINS bull CLAMAN LLP
Attorneys at Law
675 THIRD AVENUE
29TH
FLOOR
NEW YORK NEW YORK 10017
(212)573-6703
FAX (212)949-1923 Paul M Giddins
Scott Claman
Giddins Claman LLP ndash Firm Biography
Giddins Claman LLP (formerly Giddins Claman amp Langs LLP) was
established in 1988 by Paul M Giddins formerly an Assistant District Attorney in
the New York County District Attorneyrsquos Office For over 20 years the firm has
specialized in real estate matters in the New York City metropolitan area with an
active transactional real estate practice Mr Giddins has specialized in residential
real estate during that time In addition to purchase sale and refinance transactions
Mr Giddins represents cooperative apartment boards of directors and condominium
boards of managers Mr Giddins also regularly gives lectures and seminars on real
estate matters for many of the prominent real estate brokerage firms in New York
Scott Claman has been in the practice of law in New York for over 26 years
and joined the firm as a member in 1996 having previously been a partner at a law
firm that specialized in the representation of cooperative apartment boards of
directors and condominium boards of managers Mr Claman is regularly engaged
in a variety of transactional real estate matters ranging from commercial leasing
mortgage financing and asset dispositions to individual apartment and house sales
In addition to individual and institutional owners of residential and commercial real
estate Mr Claman also represents cooperative apartment boards of directors and
condominium boards of managers and has given numerous lectures and seminars
on real estate matters for the Real Estate Board of New York and for many of the
prominent real estate brokerage firms in New York
Steven M Nachman serves as Of Counsel to the firm in connection with
commercial and general litigation matters Mr Nachman formerly associated with
the firm of Stroock amp Stroock amp Lavan has over 20 years of civil litigation
experience
Giddins Claman LLP is proud to provide our clients with the benefits of our
collective experience as seasoned litigators and transactional real estate specialists
while maintaining our personal commitment to represent our clients in a manner
associated with a smaller practice
ManhattanResidential Market Report
Fourth Quarter 2010
Manhattan Cooperatives and Condominiums
2 Fourth Quarter 2010
Average and Median Sale Price
Cooperative Average Sale Price
Condominium Average Sale Price
Cover Property BrownHarrisStevenscom WEB272151
Average Sale Price Median Sale Price
Prices for Manhattan apartments continued to edge upward
as their average sale price of $1432787 was 8 higher
than a year ago This marked the sixth straight quarter that
the average price has risen While the number of recorded
transactions fell 25 from a year ago the fourth quarter of 2009
was uncharacteristically busy due to pent-up demand after the
collapse of Lehman Brothers had frozen the market earlier that year
The average co-op price continued to rise sharply as
more buyers favored larger apartments compared to a year ago Two-bedroom and larger
units accounted for 45 of co-op sales up from 40 a year ago This helped push
the overall average co-op price up 17 from 2009rsquos fourth
quarter to $1158333
Condo prices averaged $1751219 during the fourth
quarter 1 higher than a year ago One-bedrooms posted the
biggest increase in average price rising 9 over the past year
to $844964
Studio 1-Bedroom 2-Bedroom 3+Bedroom All
4th Q 10 $342545 $593718 $1231116 $3150700 $1158333
3rd Q 10 $366086 $606444 $1206257 $3049980 $1156733
2nd Q 10 $356696 $597311 $1301392 $2872496 $1065814
1st Q 10 $334307 $587538 $1132150 $3098881 $1079195
4th Q 09 $345725 $585238 $1133967 $3001012 $990921
Studio 1-Bedroom 2-Bedroom 3+Bedroom All
4th Q 10 $495002 $844964 $1637638 $4567750 $1751219
3rd Q 10 $495876 $809514 $1596021 $3835376 $1724180
2nd Q 10 $464559 $840829 $1570772 $3922994 $1686690
1st Q 10 $529970 $819785 $1608375 $4250098 $1730415
4th Q 09 $554568 $772525 $1583362 $4574080 $1732362
Average Sale Price Median Sale Price
$1600000
$1400000
$1200000
$1000000
$800000
$400000
$600000
$1369883 $820000
1Q10
$1324504 $800000
4Q09
$1432787 $840000
4Q10
$1423378 $890000
3Q10
$1377135 $842779
2Q10
Fourth Quarter 2010 3
New Developments Lofts
Time on the Market
Excludes new developments and units listed over one year Based on the last asking price Excludes new developments
Average Price Per Square Foot
New development prices averaged $1099 per square foot 11 less than during the fourth quarter of 2009 This was due in part to an increase in the percent of new development sales in Northern Manhattan from 9 a year ago to 15 At $1052 the average price per square foot for loft apartments was 3 higher than during 2009rsquos fourth quarter
Apartments sold during the quarter spent an average of 113 days on the market 14 less time than a year ago Sellers received 955 of the last asking price up slightly from the fourth quarter of 2009
Asking Vs Selling Price
$700
$900
$1100
$1300 $1099
4Q10
$1238
4Q09
$1146
1Q10 2Q10
$1176
$700
$900
$1100
$1300 $1052
4Q10
$1017
4Q09
$1037
1Q10
$1066
2Q10
$1112
3Q10
$1077
3Q10
75 days
100 days
125 days
150 days 113
4Q10
132
4Q09
119
1Q10
112
2Q10
85
90
95
100 955
4Q10
954
4Q09
962
1Q10
97
3Q10
959
3Q10
966
2Q10
Generally 59th to 96th Street Fifth Avenue to the East River
Cooperative Condominium
East sidE
4 Fourth Quarter 2010
Average Price Per Square Foot
At an average of $1581971 prices for two-bedroom East Side
apartments were 14 higher than a year ago The average price fell
13 for three-bedroom and larger apartments due in part to 2 closings
of over $30 million a year ago inflating that figure Co-ops fared better than condos as the average
price per room rose for both prewar and postwar co-ops over the past year
while the average condo price per square foot fell
Average Price Per Room
4Q09 4Q10
Studio 1-Bedroom 2-Bedroom 3+Bedroom
Percent of Sales
4th Q 09 10 35 36 19
4th Q 10 11 39 28 22
Average Price
4th Q 09 $351462 $647300 $1383364 $4146087
4th Q 10 $355459 $647207 $1581971 $3605513
Change 1 0 14 -13
$100000
$300000
$150000
$200000
$250000
$350000
$400000
$50000
$200
$1000
$400
$600
$800
$1200
$1400
$0
Postwar
$204713 $210559
Prewar
$348425 $383335
4Q10
$1126
4Q09
$1168
Generally 59th to 110th Street Hudson River to West of Fifth Avenue
WEst sidE
Fourth Quarter 2010 5
Cooperative CondominiumAverage Price Per Room Average Price Per Square Foot
With the exception of studios prices rose for all other size categories of apartments on
the West Side led by a 21 gain in the average price for
three-bedroom and larger units This increase was helped by
535 West End Avenue whose three-bedroom closing prices averaged over $115 million
in the fourth quarter Co-ops remained strong as the average
price per room rose 21 for prewar and 12 for postwar co-ops on the West Side The average condo price per square
foot rose 3 to $1309 making the West Side the only
area where both co-op and condo prices were higher
than a year ago
4Q09 4Q10
Studio 1-Bedroom 2-Bedroom 3+Bedroom
Percent of Sales
4th Q 09 10 37 37 16
4th Q 10 8 33 38 21
Average Price
4th Q 09 $417466 $656421 $1326640 $3325062
4th Q 10 $391228 $766529 $1378920 $4030338
Change -6 17 4 21
$125000
$225000
$150000
$175000
$200000
$250000
$275000
$100000
$200
$1000
$400
$600
$800
$1200
$1400
$0
4Q09
$1267
4Q10
$1309
Prewar
$215967 $260653
Postwar
$189264 $212348
MidtoWn East Generally 34th to 59th Street Fifth Avenue to the East River
MidtoWn
MidtoWn WEst Generally 34th to 59th Street Hudson River to West of Fifth Avenue
6 Fourth Quarter 2010
Cooperative Condominium
Cooperative Condominium
Average Price Per Room Average Price Per Square Foot
Average Price Per Room Average Price Per Square Foot
A couple of high-end closings at The Plaza and One Beacon Court helped bring the average condo price per square foot 27 higher in the Midtown East market compared
to a year ago The average price per room fell 5 for prewar while rising
8 for postwar co-ops
The average price per square foot rose 12 for condos over the
past year in the Midtown West market A number of closings at The Sheffield and Platinum
helped bring up this figure The average price per room fell for
both prewar and postwar co-ops in this market compared
to a year ago
$175000
$100000
$125000
$150000
$200000
$225000
$1000
$250
$500
$750
$1250
$1500
4Q09 4Q10
$212198 $200857
Prewar
$188662 $204639
Postwar
$1171
4Q09
$1485
4Q10
$252044 $199029 $231213 $221850 $1180$1055
4Q10Prewar Postwar 4Q09
$1000
$250
$500
$750
$1250
$1500
4Q09 4Q10
$200000
$50000
$100000
$150000
$250000
$300000
Cooperative Condominium
Fourth Quarter 2010 7
Average Price Per Room Average Price Per Square Foot
South of 34th Street
doWntoWn
While the average price fell 23 for three-bedroom and
larger apartments Downtown from a year ago a large
number of closings at the Superior Ink building inflated 2009rsquos figure This also is a reason why the overall condo
price per square foot fell 10 from a year ago The average
co-op price per room rose 13 for prewar and 4 for
postwar units from 2009rsquos fourth quarter
4Q09 4Q10
Studio 1-Bedroom 2-Bedroom 3+Bedroom
Percent of Sales
4th Q 09 17 43 28 12
4th Q 10 16 41 31 12
Average Price
4th Q 09 $452722 $704292 $1615877 $4665379
4th Q 10 $444618 $741919 $1581625 $3605513
Change -2 5 -2 -23
Prewar
$208503 $235826
Postwar
$188600 $195854
$100000
$200000
$125000
$150000
$175000
$225000
$250000
$75000
$800
$1200
$900
$1000
$1100
$1300
$1400
$700
4Q09
$1326
4Q10
$1194
Cooperative CondominiumAverage Price Per Room Average Price Per Square Foot
Generally North of 96th Street on the East Side and 110th Street on the West Side
NEW YORK CITY bull PALM BEACH bull THE HAMPTONS bull NORTH FORK 2129069200
EAST SIDE445 Park AvenueHall F Willkie PresidentRuth McCoy EVPManaging Director of Sales
UPPER EAST SIDE1121 Madison AvenuePeter R Marra EVPManaging Director of Sales
EDWARD LEE CAVE DIVISION790 Madison AvenueCaroline E Y GuthriePresident
WEST SIDE1926 BroadwayJames M Gricar EVP Managing Director of Sales
BROOKLYN HEIGHTS129 Montague StreetChristopher Thomas EVPManaging Director of Sales
PARK SLOPE100 Seventh AvenueMaryAnn Albano EVPManaging Director of Sales
NEW DEVELOPMENT445 Park Avenue James M GricarManaging DirectorBrown Harris Stevens On-Site Marketing and Sales
Prepared by Gregory Heym Chief Economist Brown Harris Stevenscopy2010 by Brown Harris Stevens All Rights Reserved This information may not be copied used or distributed without Brown Harris Stevensrsquo consent While information is believed true no guaranty is made of accuracy
While the average price fell for three-bedroom and larger apartments it was higher for
all other size categories in Northern Manhattan Condo
prices rose slightly as their average price per square foot of $566 was up 1 from a
year ago The average price per room fell for both prewar and
postwar co-ops compared to a year ago
This report is based on 1901 reported Manhattan apartment sales 25 less than were reported during last yearrsquos comparable period
VILLAGE2 Fifth AvenueKevin Kovesci EVPManaging Director of Sales
TRIBECA43 North MooreKevin Kovesci EVPManaging Director of Sales
northErn Manhattan
Studio 1-Bedroom 2-Bedroom 3+Bedroom
Percent of Sales
4th Q 09 6 35 43 16
4th Q 10 8 38 38 16
Average Price
4th Q 09 $227611 $352759 $567332 $1101778
4th Q 10 $319798 $394509 $577071 $710832
Change 41 12 2 -35
$100
$500
$200
$300
$400
$600
$700
$0
4Q09 4Q10
4Q09
$563
4Q10
$566
$70000
$110000
$80000
$90000
$100000
$120000
$130000
$60000
Prewar
$120601 $97757
Postwar
$110104 $106330
Faculty Biographies
REAL PROPERTY SECTION gt Officer Bio
Chair Leo Genn Esq
Office Address Northside Center for Child Development 1301 Fifth Ave New York NY 10029-3119
Phone 212-426-3406 Fax 212-410-7561 Email lgenn_esqyahoocom
After working briefly as a litigator Mr Genn became House Counsel at NorthsideCenter for Child Development a Manhattan-based not for profit where he handles contract negotiations commercial leasing property management and insurance issues Mr Genn also writes government grants Before law school Mr Genn spent eight years managing commercial and residential real estate in New York City Mr Genn has also worked for New York Citys Office of Economic Development In March 2002 Mr Genns article on the notice requirements in foreclosure proceedings appeared on thecover of the New York Real Estate Law Reporter Mr Gennrsquos favorite law quote is Oliver Wendell Holmes remark A word is not a crystal transparent and unchanged it isthe skin of a living thought and may vary greatly in color and content according to thecircumstances and time in which it is used Mr Gennrsquos favorite case is Raffles v
ichelhaus and his favorite legal fiction is promissory estoppel W
Paul M Giddins Partner
Giddins Claman LLP Paul M Giddins is a partner at Giddins Claman LLP a law firm in New York City Mr Giddins received a Bachelor of Arts degree from Trinity College- Hartford and a law degree from American University Washington School of Law
LISA LIPPMAN | Senior Vice President Director | Licensed Associate Real Estate Broker
printer friendly page
1926 Broadway New York NY 10023 Tel (212) 588-5606 Fax (212) 418-9733 llippmanbhsusacom download contact info view current listings view sold listings
FEATURED PROPERTY - UPPER EAST SIDE
2COOPERATIVE
25 EAST 79TH STREET
rice $1299000
isting ID 1127158
PBedrooms 2 Baths 20 L
Lisa Lippman Senior Vice President and Director was the 1 broker at Brown Harris Stevens in 2009 With 13 years of experience selling real estate Lisa specializes in the sale of high end cooperatives condominiums and townhomes throughout Manhattan As is clear from her record even in tough times Lisa manages to both sell and find homes for her clients Other awards Lisa has won in the last few years include middotWall Street Journal top 400-Lisa was 11 in the nation and 2 in Manhattan 2009 middotWall Street Journal top 50 brokers in America 2007 middotBrown Harris Stevens Westside Office Broker of the Year All Years 2006 - 2009 middotBrown Harris Stevens Westside Office Listing Broker of the Year 2007 2008 2009 middotBrown Harris Stevens Largest New Development Deal of the Year 2009 Prior to becoming a real estate broker Lisa spent several years as a lawyer practicing litigation at two prestigious law firms She graduated from The University of Pennsylvania in 1986 and earned her law degree from Cardozo in 1990 Lisas legal background affords her a keen understanding of the negotiation process as well as the complexities needed to complete the deal A New York City resident for 24 years Lisa offers impeccable knowledge of the market as it applies across all neighborhoods She has lived downtown on the Upper East Side and has now resided on the Upper West Side for the past 14 years Additionally as the mother of three children Lisa is personally involved in the decisions all buyers face in choosing a neighborhood and a home Lisa takes pride in being a straight-forward intelligent and honest broker She understands the individual needs of each client as well as their comfort with the purchase andor sale process Her listening talents combined with her unbeatable memory work ethic and negotiation skills allow her to service her buyers and sellers most effectively Lisa is also active in the New York community including the UJA and her childrens school All of this enables her to offer a well-rounded approach to navigating the New York real estate landscape bringing to life the nuances and charms that the City and its real estate market have to offer
- 3 -
(a) Seller is the sole owner of the Unit and the property referred to in
subpara 2(a) and Seller has the full right power and authority to sell convey and transfer
the same
(b) The common charges (excluding separately billed utility charges) for
the Unit on the date hereof are $xxxxx per month
(c) Seller has not received any written notice of any intended assessment
or increase in common charges not reflected in subpara 5(b) Purchaser acknowledges
that it will not have the right to cancel this Contract in the event of the imposition of any
assessment or increase in common charges after the date hereof of which Seller has not
heretofore received written notice
(d) The real estate taxes for the Unit for the fiscal year of ________
through ________ are $_________ Purchaser may verify the real estate taxes on the
website of the New York City Department of Finance A printout from the website
is attached
(e) Seller is not a ldquosponsorrdquo or a nominee of a ldquosponsorrdquo under any plan of
condominium organization affecting the Unit
(f) All refrigerators freezers ranges dishwashers washing machines
clothes dryers and air conditioning equipment included in this sale will be in working
order at the time of Closing
(g) If a copy is attached to this Contract the copy of the Certificate of
Occupancy covering the Unit is a true and correct copy and
(h) Seller is not a ldquoforeign personrdquo as defined in para 17 (If inapplicable
delete and provide for compliance with Code Withholding Section as defined in para
17)
6 Closing Documents (a) At the Closing Seller shall deliver to Purchaser the
following
(i) Bargain and sale deed With covenant against grantorrsquos acts
(ldquoDeedrdquo) complying with RPL sect 339-o and containing the covenant required by LL sect
13(5) conveying to Purchaser title to the Unit together with its undivided interest in the
Common Elements (as such term is defined in the Declaration and which term shall be
deemed to include Sellerrsquos right title and interest in any limited common elements
attributable to or used in connection with the Unit) appurtenant thereto free and clear of
all liens and encumbrances other than Permitted Exceptions The Deed shall be executed
and acknowledged by Seller and if requested by the Condominium executed and
acknowledged by Purchaser in proper statutory form for recording
- 4 -
(ii) If a corporation and if required pursuant to BCL sect 909 Seller
shall deliver to Purchaser (1) a resolution of its board of directors authorizing the delivery
of the Deed and (2) a certificate executed by an officer of such corporation certifying as
to the adoption of such resolution and setting forth facts demonstrating that the delivery
of the Deed is in conformity with the requirements of BCL sect 909 The Deed shall also
contain a recital sufficient to establish compliance with such law
(iii) A waiver of right of first refusal of the board of managers of
the Condominium (ldquoBoardrdquo) if required in accordance with para 8
(iv) A statement by the Condominium or its managing agent that
the common charges and any assessments then due and payable the Condominium have
been paid to the date of the Closing
(v) All keys to the doors of and mailbox for the Unit
(vi) Such affidavits andor other evidence as the title company
(ldquoTitle Companyrdquo) from which Purchaser has ordered a title insurance report and which
is authorized to do business in New York State shall reasonably require in order to omit
from its title insurance policy all exceptions for judgments bankruptcies or other returns
against Seller and persons or entities whose names are the same as or are similar to
Sellerrsquos name
(vii) New York City Real Property Transfer Tax Return if
applicable and New York State Real Estate Transfer Tax Return prepared executed and
acknowledged by Seller in proper form for submission
(viii) Checks in payment of all applicable real property transfer
taxes except a transfer tax which by law is primarily imposed on the purchaser
(ldquoPurchaser Transfer Taxrdquo) due in connection with the sale In lieu of delivery of such
checks Seller shall have the right upon reasonable prior notice to Purchaser to cause
Purchaser to deliver said checks at the Closing and to credit the amount thereof against
the balance of the Purchase Price Seller shall pay the additional transfer taxes if any
payable after the Closing by reason of the conveyance of the Unit which obligation shall
survive the Closing
(ix) Certification that Seller is not a foreign person pursuant to
para 17 or a withholding certificate from the Internal Revenue Service (If inapplicable
delete and provide for compliance with Code Section as defined in para 17) and
(x) Affidavit that a single station smoke detecting alarm device is
installed pursuant to New York Executive Law sect378(5)
(b) At the Closing Purchaser shall deliver to Seller the following
- 5 -
(i) Checks in payment of (y) the balance of the Purchase Price in
accordance with subpara 3(b) and (z) any Purchaser Transfer Tax
(ii) If required by the Declaration or By-Laws power of attorney
to the Board prepared by Seller in the form required by the Condominium The power of
attorney shall be executed and acknowledged by Purchaser and after being recorded
shall be sent to the Condominium
(iii) New York City Real Property Transfer Tax Return executed
and acknowledged by Purchaser and an Affidavit in Lieu of Registration pursuant to New
York Multiple Dwelling Law each in proper form for submission if applicable and
(iv) If required New York State Equalization Return executed
and acknowledged by Purchaser in proper form for submission
(c) It is a condition of Purchaserrsquos obligation to close title hereunder that
(i) All notes or notices of violations of law or governmental
orders ordinances or requirements affecting the Unit and noted or issued by any
governmental department agency or bureau having jurisdiction which were noted or
issued on or prior to the date hereof shall have been cured by Seller
(ii) Any written notice to Seller from the Condominium (or its
duly authorized representative) that the Unit is in violation of the Declaration By-Laws
or rules and regulations of the Condominium shall have been cured and
(iii) The Condominium is a valid condominium created pursuant
to RPL Art 9-B and the Title Company will so insure
7 Closing Adjustments (a) The following adjustments shall be made as of
1159 PM of the day before the Closing
(i) Real estate taxes and water charges and sewer rents if
separately assessed on the basis of the fiscal period for which assessed except that if
there is a water meter with respect to the Unit apportionment shall be based on the last
available reading subject to adjustment after the Closing promptly after the next reading
is available provided however that in the event real estate taxes have not as of the date
of Closing been separately assessed to the Unit real estate taxes shall be apportioned on
the same basis as provided in the Declaration or By-Laws or in the absence of such
provision based upon the Unitrsquos percentage interest in the Common Elements
(ii) Common charges of the Condominium and
(iii) If fuel is separately stored with respect to the Unit only the
value of fuel stored with respect to the Unit at the price then charged by Sellerrsquos supplier
- 6 -
(as determined by a letter or certificate to be obtained by Seller from such supplier)
including any sales taxes
(b) If at the time of Closing the Unit is affected by an assessment which is
or may become payable in installments then for the purposes of this Contract only the
unpaid installments which are then due shall be considered due and are to be paid by
Seller at the Closing All subsequent installments at the time of Closing shall be the
obligation of Purchaser
(c) Any errors or omissions in computing closing adjustments shall be
corrected This subpara 7(c) shall survive the Closing
(d) If the Unit is located in the City of New York the ldquocustoms in respect
to title closingsrdquo recommended by The Real Estate Board of New York Inc as amended
and in effect on the date of Closing shall apply to the adjustments and other matters
therein mentioned except as otherwise provided herein
8 Right of First Refusal If so provided in the Declaration or By-Laws this
sale is subject to and conditioned upon the waiver of a right of first refusal to purchase
the Unit held by the Condominium and exercisable by the Board Seller agrees to give
notice promptly to the Board of the contemplated sale of the Unit to Purchaser which
notice shall be given in accordance with the terms of the Declaration and By-Laws and
Purchaser agrees to provide promptly all applications information and references
reasonably requested by the Board If the Board shall exercise such right of first refusal
Seller shall promptly refund to Purchaser the Downpayment (which term for all purposes
of this Contract shall be deemed to include interest if any earned thereon) and upon the
making of such refund this Contract shall be deemed cancelled and of no further force or
effect and neither party shall have any further rights against or obligations or liabilities
to the other by reason of this Contract If the Board shall fail to exercise such right of
first refusal within the time and in the manner provided for in the Declaration or By-Laws
or shall declare in writing its intention not to exercise such right of first refusal (a copy of
which writing shall be delivered to Purchaser promptly following receipt thereof) the
parties hereto shall proceed with this sale in accordance with the provisions of this
Contract
9 Processing Fee Seller shall at the Closing pay all fees and charges payable
to the Condominium (andor its managing agent) in connection with this sale and
customarily charged to Sellers by the Condominium including without limitation
any processing fee the legal fees if any of the Condominiumrsquos attorney in connection
with this sale and unless otherwise agreed to by Seller and Purchaser in writing all ldquoflip
taxesrdquo transfer or entrance fees or similar charges if any payable to or for the
Condominium or otherwise for the benefit of the Condominium unit owners which arise
by reason of this sale Purchaser shall pay all fees customarily charged to Purchasers
by the Condominium or Managing Agent
- 7 -
10 No Other Representations Purchaser has examined and is satisfied with the
Declaration By-Laws and rules and regulations of the Condominium or has waived the
examination thereof Purchaser has inspected the Unit its fixtures appliances and
equipment and the personal property if any included in this sale as well as the Common
Elements of the Condominium and knows the condition thereof and subject to subpara
5(f) agrees to accept the same ldquoas isrdquo ie in the condition they are in on the date hereof
subject to normal use wear and tear between the date hereof and the Closing Purchaser
has examined or waived examination of the last audited financial statements of the
Condominium and has considered or waived consideration of all other matters pertaining
to this Contract and to the purchase to be made hereunder and does not rely on any
representations made by any broker or by Seller or anyone acting or purporting to act on
behalf of Seller as to any matters which might influence or affect the decision to execute
this Contract or to buy the Unit or said personal property except those representations
and warranties which are specifically set forth in this Contract
11 Possession Seller shall prior to the Closing remove from the Unit all
furniture furnishings and other personal property not included in this sale shall repair
any damage caused by such removal and shall deliver exclusive possession of the Unit at
the Closing vacant broom-clean and free of tenancies or other rights of use or
possession
12 Access Seller shall permit Purchaser and its architect decorator or other
authorized persons to have the right of access to the Unit between the date hereof and the
Closing for the purpose of inspecting the same and taking measurements at reasonable
times and upon reasonable prior notice to Seller (by telephone or otherwise) Further
Purchaser shall have the right to inspect the Unit at a reasonable time during the 24-hour
period immediately preceding the Closing
13 Defaults and Remedies (a) If Purchaser defaults hereunder Sellerrsquos sole
remedy shall be to retain the Downpayment as liquidated damages it being agreed that
Sellerrsquos damages in case of Purchaserrsquos default might be impossible to ascertain and that
the Downpayment constitutes a fair and reasonable amount of damages under the
circumstances and is not a penalty
(b) If Seller defaults hereunder Purchaser shall have such remedies as
Purchaser shall be entitled to at law or in equity including but not limited to specific
performance
14 Notices Any notice request or other communication (ldquoNoticerdquo) given or
made hereunder (except for the notice required by para 12) shall be in writing and either
(a) sent by any of the parties hereto or their respective attorneys by registered or certified
mail return receipt requested postage prepaid or (b) delivered in person or by overnight
courier with receipt acknowledged to the address given at the beginning of this Contract
for the party to whom the Notice is to be given or to such other address for such party as
said party shall hereafter designate by Notice given to the other party pursuant to this
- 8 -
para 14 or (c) with respect to para 6(a)(viii) or para 18(b) sent by fax to the partyrsquos
attorney Each Notice mailed shall be deemed given on the third business day following
the date of mailing the same and each Notice delivered in person or by overnight courier
shall be deemed given when delivered A copy of each notice sent to a party shall also be
sent to the partyrsquos attorney Each notice sent by fax shall be deemed given when
transmission is confirmed by the senders fax machine The attorneys for the parties are
hereby authorized to give and receive on behalf of their clients all Notices and deliveries
15 Purchaserrsquos Lien The Downpayment and all other sums paid on account of
this Contract and the reasonable expenses of the examination of title to and departmental
violation searches in respect of the Unit are hereby made a lien upon the Unit but such
lien shall not continue after default by Purchaser hereunder
16 Downpayment in Escrow (a) Sellerrsquos attorney (ldquoEscroweerdquo) shall hold the
Downpayment in escrow in a segregated bank account at the depository identified at the
end of this Contract until Closing or sooner termination of this Contract and shall pay
over or apply the Downpayment in accordance with the terms of this para 16 Escrowee
shall hold the Downpayment in a(n) interest-bearing Escrow account for the benefit of
the parties If interest is held for the benefit of the parties it shall be paid to the party
entitled to the Downpayment and the party receiving the interest shall pay any income
taxes thereon If interest is not held for the benefit of the parties the Downpayment shall
be placed in an IOLA account or as otherwise permitted or required by law The Social
Security or Federal Identification numbers of the parties shall be furnished to Escrowee
upon request At Closing the Downpayment shall be paid by Escrowee to Seller If for
any reason Closing does not occur and either party gives Notice (as defined in paragraph
14) to Escrowee demanding payment of the Downpayment Escrowee shall give prompt
Notice to the other party of such demand If Escrowee does not receive Notice of
objection from such other party to the proposed payment within 10 business days after
the giving of such Notice Escrowee is hereby authorized and directed to make such
payment If Escrowee does receive such Notice of objection within such 10 day period or
if for any other reason Escrowee in good faith shall elect not to make such payment
Escrowee shall continue to hold such amount until otherwise directed by Notice from the
parties to this Contract or a final nonappealable judgment order or decree of a court
However Escrowee shall have the right at any time to deposit the Downpayment with the
clerk of a court in the county in which the Unit is located and shall give Notice of such
deposit to Seller and Purchaser Upon such deposit or other disbursement in accordance
with the terms of this para 16 Escrowee shall be relieved and discharged of all further
obligations and responsibilities hereunder
(b) The parties acknowledge that Escrowee is acting solely as a
stakeholder at their request and for their convenience and that Escrowee shall not be
liable to either party for any act or omission on its part unless taken or suffered in bad
faith or in willful disregard of this Contract or involving gross negligence on the part of
Escrowee Seller and Purchaser jointly and severally (with right of contribution) agree to
- 9 -
defend (by attorneys selected by Escrowee) indemnify and hold Escrowee harmless from
and against all costs claims and expenses (including reasonable attorneysrsquo fees) incurred
in connection with the performance of Escroweersquos 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 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 Escroweersquos agreement to the provisions of this para 16 by signing in
the place indicated in this Contract
(e) Escrowee or any member of its firm shall be permitted to act as
counsel for Seller in any dispute as to the disbursement of the Downpayment or any other
dispute between the parties whether or not Escrowee is in possession of the
Downpayment and continues to act as Escrowee
(f) The party whose attorney is Escrowee shall be liable for loss of the
Downpayment
17 FIRPTA Seller represents and warrants to Purchaser that Seller is not a
ldquoforeign personrdquo as defined in IRC sect 1445 as amended and the regulations issued
thereunder (ldquoCode Withholding Sectionrdquo) At the Closing Seller shall deliver to
Purchaser a certificate stating that Seller is not a foreign person in the form then required
by the Code Withholding Section or a withholding certificate from the Internal Revenue
Service In the event Seller fails to deliver the aforesaid certificate or in the event that
Purchaser is not entitled under the Code Withholding Section to rely on such certificate
Purchaser shall deduct and withhold from the Purchase Price a sum equal to 10 thereof
and shall at Closing remit the withheld amount with the required forms to the Internal
Revenue Service
18 Title Report Acceptable Title (a) Purchaser shall promptly after the date
hereof or after receipt of the mortgage commitment letter if applicable order a title
insurance report from the Title Company Promptly after receipt of the title report and
thereafter of any continuations thereof and supplements thereto Purchaser shall forward a
copy of each such report continuation or supplement to the attorney for Seller Purchaser
shall further notify Sellerrsquos attorney of any other objections to title not reflected in such
title report of which Purchaser becomes aware following the delivery of such report
reasonably promptly after becoming aware of such objections
(b) Any unpaid taxes assessments water charges and sewer rents
together with the interest and penalties thereon to a date not less than two days following
- 10 -
the date of Closing and any other liens and encumbrances which Seller is obligated to
pay and discharge or which are against corporations estates or other persons in the chain
of title together with the cost of recording or filing any instruments necessary to
discharge such liens and encumbrances of record may be paid out of the proceeds of the
monies payable at the Closing if Seller delivers to Purchaser at the Closing official bills
for such taxes assessments water charges sewer rents interest and penalties and
instruments in recordable form sufficient to discharge any other liens and encumbrances
of record Upon request made a reasonable time before the Closing Purchaser shall
provide at the Closing separate checks for the foregoing payable to the order of the holder
of any such lien charge or encumbrance and other wise complying with subpara 3(b) If
the Title Company is willing to insure Purchaser that such charges liens and
encumbrances will not be collected out of or enforced against the Unit and is willing to
insure the lien of Purchaserrsquos Institutional Lender (as hereinafter defined) free and clear
of any such charges liens and encumbrances then Seller shall have the right in lieu of
payment and discharge to deposit with the Title Company such funds or to give such
assurances or to pay such special or additional premiums as the Title Company may
require in order to so insure In such case the charges liens and encumbrances with
respect to which the Title Company has agreed so to insure shall not be considered
objections to title
(c) Seller shall convey and Purchaser shall accept fee simple title to the
Unit in accordance with the terms of this Contract subject only to (a) the Permitted
Exceptions and (b) such other matters as (i) the Title Company or any other title insurer
licensed to do business by the State of New York shall be willing without special or
additional premium to omit as exceptions to coverage or to except with insurance against
collection out of or enforcement against the Unit and (ii) shall be accepted by any lender
which has committed in writing to provide mortgage financing to Purchaser for the
purchase of the Unit (ldquoPurchaserrsquos Institutional Lenderrdquo) except that if such
acceptance by Purchaserrsquos Institutional Lender is unreasonably withheld or delayed such
acceptance shall be deemed to have been given
(d) Notwithstanding any contrary provisions in this Contract express or
implied or any contrary rule of law or custom if Seller shall be unable to convey the
Unit in accordance with this Contract (provided that Seller shall release discharge or
otherwise cure at or prior to Closing any matter created by Seller after the date hereof and
any existing mortgage unless this sale is subject to it) and if Purchaser elects not to
complete this transaction without abatement of the Purchase Price the sole obligation and
liability of Seller shall be to refund the Downpayment to Purchaser together with the
reasonable cost of the examination of title to and departmental violation searches in
respect of the Unit and upon the making of such refund and payment this Contract shall
be deemed cancelled and of no further force or effect and neither party shall have any
further rights against or obligations or liabilities to the other by reason of this Contract
However nothing contained in this subpara 18(d) shall be construed to relieve Seller
from liability due to a willful default
- 11 -
19 Risk of Loss Casualty (a) The risk of loss or damage to the Unit or the
personal property included in this sale by fire or other casualty until the earlier of the
Closing or possession of the Unit by Purchaser is assumed by Seller but without any
obligation of Seller to repair or replace any such loss or damage unless Seller elects to do
so as hereinafter provided Seller shall notify Purchaser of the occurrence of any such
loss or damage to the Unit or the personal property included in this sale within 10 days
after such occurrence or by the date of Closing whichever first occurs and by such
notice shall state whether or not Seller elects to repair or restore the Unit andor the
personal property as the case may be If Seller elects to make such repairs and
restorations Sellerrsquos notice shall set forth an adjourned date for the Closing which shall
be not more than 60 days after the date of the giving of Sellerrsquos notice If Seller either
does not elect to do so or having elected to make such repairs and restorations fails to
complete the same on or before said adjourned date for the Closing Purchaser shall have
the following options
(i) To declare this Contract cancelled and of no further force or
effect and receive a refund of the Downpayment in which event neither party shall
thereafter have any further rights against or obligations or liabilities to the other by
reason of this Contract or
(ii) To complete the purchase in accordance with this Contract
without reduction in the Purchase Price except as provided in the next sentence If Seller
carries hazard insurance covering such loss or damage Seller shall turn over to Purchaser
at the Closing the net proceeds actually collected by Seller under the provisions of such
hazard insurance policies to the extent that they are attributable to loss of or damage to
any property included in this sale less any sums theretofore expended by Seller in
repairing or replacing such loss or damage or in collecting such proceeds and Seller shall
assign (without recourse to Seller) Sellerrsquos right to receive any additional insurance
proceeds which are attributable to the loss of or damage to any property included in this
sale
(b) If Seller does not elect to make such repairs and restorations
Purchaser may exercise the resulting option under (i) or (ii) of (a) above only by notice
given to Seller within 10 days after receipt of Sellerrsquos notice If Seller elects to make such
repairs and restorations and fails to complete the same on or before the adjourned closing
date Purchaser may exercise either of the resulting options within 10 days after the
adjourned closing date
(c) In the event of any loss of or damage to the Common Elements which
materially and adversely affects access to or use of the Unit arising after the date of this
Contract but prior to the Closing Seller shall notify Purchaser of the occurrence thereof
within 10 days after such occurrence or by the date of Closing whichever occurs first in
which event Purchaser shall have the following options
- 12 -
(i) To complete the purchase in accordance with this Contract
without reduction in the Purchase Price or
(ii) To adjourn the Closing until the first to occur of (1)
completion of the repair and restoration of the loss or damage to the point that there is no
longer a materially adverse effect on the access to or use of the Unit or (2) the 60th day
after the date of the giving of Sellerrsquos aforesaid notice In the event Purchaser elects to
adjourn the Closing as aforesaid and such loss or damage is not so repaired and restored
within 60 days after the date of the giving of Sellerrsquos aforesaid notice then Purchaser
shall have the right either to (x) complete the purchase in accordance with this Contract
without reduction in the Purchase Price or (y) declare this Contract cancelled and of no
further force or effect and receive a refund of the Downpayment in which latter event
neither party shall thereafter have any further rights against or obligations or liabilities
to the other by reason of this Contract
(d) In the event of any loss of or damage to the Common Elements which
does not materially and adversely affect access to or use of the Unit Purchaser shall
accept title to the Unit in accordance with this Contract without abatement of the
Purchase Price
20 Internal Revenue Service Reporting Requirement Each party shall
execute acknowledge and deliver to the other party such instruments and take such other
actions as such other party may reasonably request in order to comply with IRC sect
6045(e) as amended or any successor provision or any regulations promulgated pursuant
thereto insofar as the same requires reporting of information in respect of real estate
transactions The provisions of this para 20 shall survive the Closing The parties
designate _________________________________ as the attorney responsible for
reporting this information as required by law
21 Broker Seller and Purchaser represent and warrant to each other that the only
real estate broker with whom they have dealt in connection with this Contract and the
transaction set forth herein is ______________________________ and that they know of
no other real estate broker who has claimed or may have the right to claim a commission
in connection with this transaction The commission of such real estate broker shall be
paid by Seller pursuant to separate agreement If no real estate broker is specified above
the parties acknowledge that this Contract was brought about by direct negotiation
between Seller and Purchaser and each represents to the other that it knows of no real
estate broker entitled to a commission in connection with this transaction Seller and
Purchaser shall indemnify and defend each other against any costs claims or expenses
(including reasonable attorneysrsquo fees) arising out of the breach on their respective parts of
any representation warranty or agreement contained in this para 21 The provisions of
this para 21 shall survive the Closing or if the Closing does not occur the termination of
this Contract
- 13 -
22 Mortgage Commitment Contingency (Delete paragraph if inapplicable) (a)
The obligation of Purchaser to purchase under this Contract is conditioned upon issuance
on or before ____________ days after a fully executed copy of this Contract is given to
Purchaser or Purchaserrsquos attorney in the manner set forth in paragraph 14 or
subparagraph 22(k) (the ldquoCommitment Daterdquo) 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 Purchasers sole cost and expense of $______________ for a term of at least _______
years (or such lesser sum or shorter term as Purchaser shall be willing to accept) at the
prevailing fixed or adjustable rate of interest and on other customary commitment terms
(the ldquoCommitmentrdquo) To the extent a Commitment is conditioned on the sale of
Purchaserrsquos current home payment of any outstanding debt no material adverse change
in Purchaserrsquos 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 Lenderrsquos approval of an appraisal shall not be deemed a ldquoCommitmentrdquo
hereunder until an appraisal is approved (and if that does not occur before the
Commitment Date Purchaser may cancel under subparagraph 22(e) unless the
Commitment Date is extended) Purchaserrsquos 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 Purchaserrsquos
election more than one Institutional Lender for such mortgage loan (ii) furnish accurate
and complete information regarding Purchaser and members of Purchaserrsquos 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 22(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 (ldquoMortgage Brokerrdquo) shall constitute full compliance with
the terms and conditions set forth in subparagraph 22(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 22
- 14 -
(e) If no Commitment is issued by the 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 22(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 22
(f) If this Contract is canceled by Purchaser pursuant to subparagraphs
22(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 21
(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 22(a) then Purchaser shall be deemed to have waived
Purchaserrsquos right to cancel this Contract and to receive a refund of the Downpayment by
reason of the contingency contained in this paragraph 22
(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 of its obligations under this
paragraph 22) and except as set forth in paragraph 21
(i) The attorneys for the parties are hereby authorized to give and receive
on behalf of their clients all Notices and deliveries under this paragraph 22
(j) For purposes of this Contract the term ldquoInstitutional Lenderrdquo 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
(k) For purposes of subparagraph (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
- 15 -
23 Gender Etc As used in this Contract the neuter includes the masculine and
feminine the singular includes the plural and the plural includes the singular as the
context may require
24 Entire Contract All prior understandings and agreements between Seller and
Purchaser are merged in this Contract and this Contract supersedes any and all
understandings and agreements between the parties and constitutes the entire agreement
between them with respect to the subject matter hereof
25 Captions The captions in this Contract are for convenience and reference
only and in no way define limit or describe the scope of this Contract and shall not be
considered in the interpretation of this Contract or any provision hereof
26 No Assignment by Purchaser Purchaser may not assign this Contract or any
of Purchaserrsquos rights hereunder
27 Successors and Assigns Subject to the provisions of para 26 the provisions
of this Contract shall bind and inure to the benefit of both Purchaser and Seller and their
respective distributees executors administrators heirs legal representatives successors
and permitted assigns
28 No Oral Changes This Contract cannot be changed or terminated orally Any
changes or additional provisions must be set forth in a rider attached hereto or in a
separate written agreement signed by both parties to this Contract
29 Contract Not Binding Until Signed This Contract shall not be binding or
effective until properly executed and delivered by Seller and Purchaser
30 Lead-Based Paint If applicable the complete and fully executed disclosure
of information on lead-based paint andor lead-based paint hazards is attached hereto and
made a part hereof
IN WITNESS WHEREOF the parties hereto have duly executed this Contract
on the day and year first above written
Seller Purchaser
_________________________________ ____________________________________
- 16 -
Agreed to as to para 16 ________________________________
Giddins Claman LLP Escrowee
Escrow Depository
Address
SCHEDULE A - Permitted Exceptions
1 Zoning laws and regulations and landmark historic or wetlands designation
which are not violated by the Unit and which are not violated by the Common Elements
to the extent that access to or use of the Unit would be materially and adversely affected
2 Consents for the erection of any structure or structures on under or above any
street or streets on which the Building may abut
3 The terms burdens covenants restrictions conditions easements and rules
and regulations set forth in the Declaration By-Laws and rules and regulations of the
Condominium the Power of Attorney from Purchaser to the board of managers of the
Condominium and the floor plans of the Condominium all as may be amended from time
to time
4 Rights of utility companies to lay maintain install and repair pipes lines
poles conduits cable boxes and related equipment on over and under the Building and
Common Elements provided that none of such rights imposes any monetary obligation
on the owner of the Unit or materially interferes with the use of or access to the Unit
5 Encroachments of stoops areas cellar steps trim cornices lintels window
sills awnings canopies ledges fences hedges coping and retaining walls projecting
from the Building over any street or highway or over any adjoining property and
encroachments of similar elements projecting from adjoining property over the Common
Elements
6 Any state of facts which an accurate survey or personal inspection of the
Building Common Elements or Unit would disclose provided that such facts do not
prevent the use of the Unit for dwelling purposes For the purposes of this Contract none
of the facts shown on the survey if any identified below shall be deemed to prevent the
use of the Unit for dwelling purposes and Purchaser shall accept title subject thereto
- 17 -
The survey referred to in No 6 above was prepared by
___________________________ dated _____________________ and last revised
____________________
7 The lien of any unpaid common charge real estate tax water charge sewer
rent or vault charge provided the same are paid or apportioned at the Closing as herein
provided
8 The lien of any unpaid assessments to the extent of installments thereof
payable after the Closing
9 Liens encumbrances and title conditions affecting the Common Elements
which do not materially and adversely affect the right of the Unit owner to use and enjoy
the Common Elements
10 Notes or notices of violations of law or governmental orders ordinances or
requirements (a) affecting the Unit and noted or issued subsequent to the date of this
Contract by any governmental department agency or bureau having jurisdiction and (b)
any such notes or notices affecting only the Common Elements which were noted or
issued prior to or on the date of this Contract or at any time hereafter
11 Any other matters or encumbrances subject to which Purchaser is required to
accept title to the Unit pursuant to this Contract
ABOUT THE SPEAKERS
Lisa Lippman Senior Vice President and Director was the 1 broker at Brown Harris Stevens in 2009 With 13 years of experience selling real estate Lisa specializes in the sale of high end cooperatives condominiums and townhomes throughout Manhattan As is clear from her record even in tough times Lisa manages to both sell and find homes for her clients
Other awards Lisa has won in the last few years include
middotWall Street Journal top 400-Lisa was 11 in the nation and 2 in Manhattan 2009middotWall Street Journal top 50 brokers in America 2007middotBrown Harris Stevens Westside Office Broker of the Year All Years 2006 - 2009 middotBrown Harris Stevens Westside Office Listing Broker of the Year 2007 2008 2009middotBrown Harris Stevens Largest New Development Deal of the Year 2009
Prior to becoming a real estate broker Lisa spent several years as a lawyer practicing litigation at two prestigious law firms She graduated from The University of Pennsylvania in 1986 and earned her law degree from Cardozo in 1990 Lisarsquos legal background affords her a keen understanding of the negotiation process as well as the complexities needed to complete the deal
A New York City resident for 24 years Lisa offers impeccable knowledge of the market as it applies across all neighborhoods She has lived downtown on the Upper East Side and has now resided on the Upper West Side for the past 14 years Additionally as the mother of three children Lisa is personally involved in the decisions all buyers face in choosing a neighborhood and a home
Lisa takes pride in being a straight-forward intelligent and honest broker She understands the individual needs of each client as well as their comfort with the purchase andor sale process Her listening talents combined with her unbeatable memory work ethic and negotiation skills allow her to service her buyers and sellers most effectively Lisa is also active in the New York community including the UJA and her childrenrsquos school All of this enables her to offer a well-rounded approach to navigating the New York real estate landscape bringing to life the nuances and charms that the City and its real estate market have to offer
LISA LIPPMANSenior Vice PresidentDirector
Lisa Lippman bull 212- 588-5606 bull fax 212-418-9733 bull llippmanbhsusacom
GIDDINS bull CLAMAN LLP
Attorneys at Law
675 THIRD AVENUE
29TH
FLOOR
NEW YORK NEW YORK 10017
(212)573-6703
FAX (212)949-1923 Paul M Giddins
Scott Claman
Giddins Claman LLP ndash Firm Biography
Giddins Claman LLP (formerly Giddins Claman amp Langs LLP) was
established in 1988 by Paul M Giddins formerly an Assistant District Attorney in
the New York County District Attorneyrsquos Office For over 20 years the firm has
specialized in real estate matters in the New York City metropolitan area with an
active transactional real estate practice Mr Giddins has specialized in residential
real estate during that time In addition to purchase sale and refinance transactions
Mr Giddins represents cooperative apartment boards of directors and condominium
boards of managers Mr Giddins also regularly gives lectures and seminars on real
estate matters for many of the prominent real estate brokerage firms in New York
Scott Claman has been in the practice of law in New York for over 26 years
and joined the firm as a member in 1996 having previously been a partner at a law
firm that specialized in the representation of cooperative apartment boards of
directors and condominium boards of managers Mr Claman is regularly engaged
in a variety of transactional real estate matters ranging from commercial leasing
mortgage financing and asset dispositions to individual apartment and house sales
In addition to individual and institutional owners of residential and commercial real
estate Mr Claman also represents cooperative apartment boards of directors and
condominium boards of managers and has given numerous lectures and seminars
on real estate matters for the Real Estate Board of New York and for many of the
prominent real estate brokerage firms in New York
Steven M Nachman serves as Of Counsel to the firm in connection with
commercial and general litigation matters Mr Nachman formerly associated with
the firm of Stroock amp Stroock amp Lavan has over 20 years of civil litigation
experience
Giddins Claman LLP is proud to provide our clients with the benefits of our
collective experience as seasoned litigators and transactional real estate specialists
while maintaining our personal commitment to represent our clients in a manner
associated with a smaller practice
ManhattanResidential Market Report
Fourth Quarter 2010
Manhattan Cooperatives and Condominiums
2 Fourth Quarter 2010
Average and Median Sale Price
Cooperative Average Sale Price
Condominium Average Sale Price
Cover Property BrownHarrisStevenscom WEB272151
Average Sale Price Median Sale Price
Prices for Manhattan apartments continued to edge upward
as their average sale price of $1432787 was 8 higher
than a year ago This marked the sixth straight quarter that
the average price has risen While the number of recorded
transactions fell 25 from a year ago the fourth quarter of 2009
was uncharacteristically busy due to pent-up demand after the
collapse of Lehman Brothers had frozen the market earlier that year
The average co-op price continued to rise sharply as
more buyers favored larger apartments compared to a year ago Two-bedroom and larger
units accounted for 45 of co-op sales up from 40 a year ago This helped push
the overall average co-op price up 17 from 2009rsquos fourth
quarter to $1158333
Condo prices averaged $1751219 during the fourth
quarter 1 higher than a year ago One-bedrooms posted the
biggest increase in average price rising 9 over the past year
to $844964
Studio 1-Bedroom 2-Bedroom 3+Bedroom All
4th Q 10 $342545 $593718 $1231116 $3150700 $1158333
3rd Q 10 $366086 $606444 $1206257 $3049980 $1156733
2nd Q 10 $356696 $597311 $1301392 $2872496 $1065814
1st Q 10 $334307 $587538 $1132150 $3098881 $1079195
4th Q 09 $345725 $585238 $1133967 $3001012 $990921
Studio 1-Bedroom 2-Bedroom 3+Bedroom All
4th Q 10 $495002 $844964 $1637638 $4567750 $1751219
3rd Q 10 $495876 $809514 $1596021 $3835376 $1724180
2nd Q 10 $464559 $840829 $1570772 $3922994 $1686690
1st Q 10 $529970 $819785 $1608375 $4250098 $1730415
4th Q 09 $554568 $772525 $1583362 $4574080 $1732362
Average Sale Price Median Sale Price
$1600000
$1400000
$1200000
$1000000
$800000
$400000
$600000
$1369883 $820000
1Q10
$1324504 $800000
4Q09
$1432787 $840000
4Q10
$1423378 $890000
3Q10
$1377135 $842779
2Q10
Fourth Quarter 2010 3
New Developments Lofts
Time on the Market
Excludes new developments and units listed over one year Based on the last asking price Excludes new developments
Average Price Per Square Foot
New development prices averaged $1099 per square foot 11 less than during the fourth quarter of 2009 This was due in part to an increase in the percent of new development sales in Northern Manhattan from 9 a year ago to 15 At $1052 the average price per square foot for loft apartments was 3 higher than during 2009rsquos fourth quarter
Apartments sold during the quarter spent an average of 113 days on the market 14 less time than a year ago Sellers received 955 of the last asking price up slightly from the fourth quarter of 2009
Asking Vs Selling Price
$700
$900
$1100
$1300 $1099
4Q10
$1238
4Q09
$1146
1Q10 2Q10
$1176
$700
$900
$1100
$1300 $1052
4Q10
$1017
4Q09
$1037
1Q10
$1066
2Q10
$1112
3Q10
$1077
3Q10
75 days
100 days
125 days
150 days 113
4Q10
132
4Q09
119
1Q10
112
2Q10
85
90
95
100 955
4Q10
954
4Q09
962
1Q10
97
3Q10
959
3Q10
966
2Q10
Generally 59th to 96th Street Fifth Avenue to the East River
Cooperative Condominium
East sidE
4 Fourth Quarter 2010
Average Price Per Square Foot
At an average of $1581971 prices for two-bedroom East Side
apartments were 14 higher than a year ago The average price fell
13 for three-bedroom and larger apartments due in part to 2 closings
of over $30 million a year ago inflating that figure Co-ops fared better than condos as the average
price per room rose for both prewar and postwar co-ops over the past year
while the average condo price per square foot fell
Average Price Per Room
4Q09 4Q10
Studio 1-Bedroom 2-Bedroom 3+Bedroom
Percent of Sales
4th Q 09 10 35 36 19
4th Q 10 11 39 28 22
Average Price
4th Q 09 $351462 $647300 $1383364 $4146087
4th Q 10 $355459 $647207 $1581971 $3605513
Change 1 0 14 -13
$100000
$300000
$150000
$200000
$250000
$350000
$400000
$50000
$200
$1000
$400
$600
$800
$1200
$1400
$0
Postwar
$204713 $210559
Prewar
$348425 $383335
4Q10
$1126
4Q09
$1168
Generally 59th to 110th Street Hudson River to West of Fifth Avenue
WEst sidE
Fourth Quarter 2010 5
Cooperative CondominiumAverage Price Per Room Average Price Per Square Foot
With the exception of studios prices rose for all other size categories of apartments on
the West Side led by a 21 gain in the average price for
three-bedroom and larger units This increase was helped by
535 West End Avenue whose three-bedroom closing prices averaged over $115 million
in the fourth quarter Co-ops remained strong as the average
price per room rose 21 for prewar and 12 for postwar co-ops on the West Side The average condo price per square
foot rose 3 to $1309 making the West Side the only
area where both co-op and condo prices were higher
than a year ago
4Q09 4Q10
Studio 1-Bedroom 2-Bedroom 3+Bedroom
Percent of Sales
4th Q 09 10 37 37 16
4th Q 10 8 33 38 21
Average Price
4th Q 09 $417466 $656421 $1326640 $3325062
4th Q 10 $391228 $766529 $1378920 $4030338
Change -6 17 4 21
$125000
$225000
$150000
$175000
$200000
$250000
$275000
$100000
$200
$1000
$400
$600
$800
$1200
$1400
$0
4Q09
$1267
4Q10
$1309
Prewar
$215967 $260653
Postwar
$189264 $212348
MidtoWn East Generally 34th to 59th Street Fifth Avenue to the East River
MidtoWn
MidtoWn WEst Generally 34th to 59th Street Hudson River to West of Fifth Avenue
6 Fourth Quarter 2010
Cooperative Condominium
Cooperative Condominium
Average Price Per Room Average Price Per Square Foot
Average Price Per Room Average Price Per Square Foot
A couple of high-end closings at The Plaza and One Beacon Court helped bring the average condo price per square foot 27 higher in the Midtown East market compared
to a year ago The average price per room fell 5 for prewar while rising
8 for postwar co-ops
The average price per square foot rose 12 for condos over the
past year in the Midtown West market A number of closings at The Sheffield and Platinum
helped bring up this figure The average price per room fell for
both prewar and postwar co-ops in this market compared
to a year ago
$175000
$100000
$125000
$150000
$200000
$225000
$1000
$250
$500
$750
$1250
$1500
4Q09 4Q10
$212198 $200857
Prewar
$188662 $204639
Postwar
$1171
4Q09
$1485
4Q10
$252044 $199029 $231213 $221850 $1180$1055
4Q10Prewar Postwar 4Q09
$1000
$250
$500
$750
$1250
$1500
4Q09 4Q10
$200000
$50000
$100000
$150000
$250000
$300000
Cooperative Condominium
Fourth Quarter 2010 7
Average Price Per Room Average Price Per Square Foot
South of 34th Street
doWntoWn
While the average price fell 23 for three-bedroom and
larger apartments Downtown from a year ago a large
number of closings at the Superior Ink building inflated 2009rsquos figure This also is a reason why the overall condo
price per square foot fell 10 from a year ago The average
co-op price per room rose 13 for prewar and 4 for
postwar units from 2009rsquos fourth quarter
4Q09 4Q10
Studio 1-Bedroom 2-Bedroom 3+Bedroom
Percent of Sales
4th Q 09 17 43 28 12
4th Q 10 16 41 31 12
Average Price
4th Q 09 $452722 $704292 $1615877 $4665379
4th Q 10 $444618 $741919 $1581625 $3605513
Change -2 5 -2 -23
Prewar
$208503 $235826
Postwar
$188600 $195854
$100000
$200000
$125000
$150000
$175000
$225000
$250000
$75000
$800
$1200
$900
$1000
$1100
$1300
$1400
$700
4Q09
$1326
4Q10
$1194
Cooperative CondominiumAverage Price Per Room Average Price Per Square Foot
Generally North of 96th Street on the East Side and 110th Street on the West Side
NEW YORK CITY bull PALM BEACH bull THE HAMPTONS bull NORTH FORK 2129069200
EAST SIDE445 Park AvenueHall F Willkie PresidentRuth McCoy EVPManaging Director of Sales
UPPER EAST SIDE1121 Madison AvenuePeter R Marra EVPManaging Director of Sales
EDWARD LEE CAVE DIVISION790 Madison AvenueCaroline E Y GuthriePresident
WEST SIDE1926 BroadwayJames M Gricar EVP Managing Director of Sales
BROOKLYN HEIGHTS129 Montague StreetChristopher Thomas EVPManaging Director of Sales
PARK SLOPE100 Seventh AvenueMaryAnn Albano EVPManaging Director of Sales
NEW DEVELOPMENT445 Park Avenue James M GricarManaging DirectorBrown Harris Stevens On-Site Marketing and Sales
Prepared by Gregory Heym Chief Economist Brown Harris Stevenscopy2010 by Brown Harris Stevens All Rights Reserved This information may not be copied used or distributed without Brown Harris Stevensrsquo consent While information is believed true no guaranty is made of accuracy
While the average price fell for three-bedroom and larger apartments it was higher for
all other size categories in Northern Manhattan Condo
prices rose slightly as their average price per square foot of $566 was up 1 from a
year ago The average price per room fell for both prewar and
postwar co-ops compared to a year ago
This report is based on 1901 reported Manhattan apartment sales 25 less than were reported during last yearrsquos comparable period
VILLAGE2 Fifth AvenueKevin Kovesci EVPManaging Director of Sales
TRIBECA43 North MooreKevin Kovesci EVPManaging Director of Sales
northErn Manhattan
Studio 1-Bedroom 2-Bedroom 3+Bedroom
Percent of Sales
4th Q 09 6 35 43 16
4th Q 10 8 38 38 16
Average Price
4th Q 09 $227611 $352759 $567332 $1101778
4th Q 10 $319798 $394509 $577071 $710832
Change 41 12 2 -35
$100
$500
$200
$300
$400
$600
$700
$0
4Q09 4Q10
4Q09
$563
4Q10
$566
$70000
$110000
$80000
$90000
$100000
$120000
$130000
$60000
Prewar
$120601 $97757
Postwar
$110104 $106330
Faculty Biographies
REAL PROPERTY SECTION gt Officer Bio
Chair Leo Genn Esq
Office Address Northside Center for Child Development 1301 Fifth Ave New York NY 10029-3119
Phone 212-426-3406 Fax 212-410-7561 Email lgenn_esqyahoocom
After working briefly as a litigator Mr Genn became House Counsel at NorthsideCenter for Child Development a Manhattan-based not for profit where he handles contract negotiations commercial leasing property management and insurance issues Mr Genn also writes government grants Before law school Mr Genn spent eight years managing commercial and residential real estate in New York City Mr Genn has also worked for New York Citys Office of Economic Development In March 2002 Mr Genns article on the notice requirements in foreclosure proceedings appeared on thecover of the New York Real Estate Law Reporter Mr Gennrsquos favorite law quote is Oliver Wendell Holmes remark A word is not a crystal transparent and unchanged it isthe skin of a living thought and may vary greatly in color and content according to thecircumstances and time in which it is used Mr Gennrsquos favorite case is Raffles v
ichelhaus and his favorite legal fiction is promissory estoppel W
Paul M Giddins Partner
Giddins Claman LLP Paul M Giddins is a partner at Giddins Claman LLP a law firm in New York City Mr Giddins received a Bachelor of Arts degree from Trinity College- Hartford and a law degree from American University Washington School of Law
LISA LIPPMAN | Senior Vice President Director | Licensed Associate Real Estate Broker
printer friendly page
1926 Broadway New York NY 10023 Tel (212) 588-5606 Fax (212) 418-9733 llippmanbhsusacom download contact info view current listings view sold listings
FEATURED PROPERTY - UPPER EAST SIDE
2COOPERATIVE
25 EAST 79TH STREET
rice $1299000
isting ID 1127158
PBedrooms 2 Baths 20 L
Lisa Lippman Senior Vice President and Director was the 1 broker at Brown Harris Stevens in 2009 With 13 years of experience selling real estate Lisa specializes in the sale of high end cooperatives condominiums and townhomes throughout Manhattan As is clear from her record even in tough times Lisa manages to both sell and find homes for her clients Other awards Lisa has won in the last few years include middotWall Street Journal top 400-Lisa was 11 in the nation and 2 in Manhattan 2009 middotWall Street Journal top 50 brokers in America 2007 middotBrown Harris Stevens Westside Office Broker of the Year All Years 2006 - 2009 middotBrown Harris Stevens Westside Office Listing Broker of the Year 2007 2008 2009 middotBrown Harris Stevens Largest New Development Deal of the Year 2009 Prior to becoming a real estate broker Lisa spent several years as a lawyer practicing litigation at two prestigious law firms She graduated from The University of Pennsylvania in 1986 and earned her law degree from Cardozo in 1990 Lisas legal background affords her a keen understanding of the negotiation process as well as the complexities needed to complete the deal A New York City resident for 24 years Lisa offers impeccable knowledge of the market as it applies across all neighborhoods She has lived downtown on the Upper East Side and has now resided on the Upper West Side for the past 14 years Additionally as the mother of three children Lisa is personally involved in the decisions all buyers face in choosing a neighborhood and a home Lisa takes pride in being a straight-forward intelligent and honest broker She understands the individual needs of each client as well as their comfort with the purchase andor sale process Her listening talents combined with her unbeatable memory work ethic and negotiation skills allow her to service her buyers and sellers most effectively Lisa is also active in the New York community including the UJA and her childrens school All of this enables her to offer a well-rounded approach to navigating the New York real estate landscape bringing to life the nuances and charms that the City and its real estate market have to offer
- 4 -
(ii) If a corporation and if required pursuant to BCL sect 909 Seller
shall deliver to Purchaser (1) a resolution of its board of directors authorizing the delivery
of the Deed and (2) a certificate executed by an officer of such corporation certifying as
to the adoption of such resolution and setting forth facts demonstrating that the delivery
of the Deed is in conformity with the requirements of BCL sect 909 The Deed shall also
contain a recital sufficient to establish compliance with such law
(iii) A waiver of right of first refusal of the board of managers of
the Condominium (ldquoBoardrdquo) if required in accordance with para 8
(iv) A statement by the Condominium or its managing agent that
the common charges and any assessments then due and payable the Condominium have
been paid to the date of the Closing
(v) All keys to the doors of and mailbox for the Unit
(vi) Such affidavits andor other evidence as the title company
(ldquoTitle Companyrdquo) from which Purchaser has ordered a title insurance report and which
is authorized to do business in New York State shall reasonably require in order to omit
from its title insurance policy all exceptions for judgments bankruptcies or other returns
against Seller and persons or entities whose names are the same as or are similar to
Sellerrsquos name
(vii) New York City Real Property Transfer Tax Return if
applicable and New York State Real Estate Transfer Tax Return prepared executed and
acknowledged by Seller in proper form for submission
(viii) Checks in payment of all applicable real property transfer
taxes except a transfer tax which by law is primarily imposed on the purchaser
(ldquoPurchaser Transfer Taxrdquo) due in connection with the sale In lieu of delivery of such
checks Seller shall have the right upon reasonable prior notice to Purchaser to cause
Purchaser to deliver said checks at the Closing and to credit the amount thereof against
the balance of the Purchase Price Seller shall pay the additional transfer taxes if any
payable after the Closing by reason of the conveyance of the Unit which obligation shall
survive the Closing
(ix) Certification that Seller is not a foreign person pursuant to
para 17 or a withholding certificate from the Internal Revenue Service (If inapplicable
delete and provide for compliance with Code Section as defined in para 17) and
(x) Affidavit that a single station smoke detecting alarm device is
installed pursuant to New York Executive Law sect378(5)
(b) At the Closing Purchaser shall deliver to Seller the following
- 5 -
(i) Checks in payment of (y) the balance of the Purchase Price in
accordance with subpara 3(b) and (z) any Purchaser Transfer Tax
(ii) If required by the Declaration or By-Laws power of attorney
to the Board prepared by Seller in the form required by the Condominium The power of
attorney shall be executed and acknowledged by Purchaser and after being recorded
shall be sent to the Condominium
(iii) New York City Real Property Transfer Tax Return executed
and acknowledged by Purchaser and an Affidavit in Lieu of Registration pursuant to New
York Multiple Dwelling Law each in proper form for submission if applicable and
(iv) If required New York State Equalization Return executed
and acknowledged by Purchaser in proper form for submission
(c) It is a condition of Purchaserrsquos obligation to close title hereunder that
(i) All notes or notices of violations of law or governmental
orders ordinances or requirements affecting the Unit and noted or issued by any
governmental department agency or bureau having jurisdiction which were noted or
issued on or prior to the date hereof shall have been cured by Seller
(ii) Any written notice to Seller from the Condominium (or its
duly authorized representative) that the Unit is in violation of the Declaration By-Laws
or rules and regulations of the Condominium shall have been cured and
(iii) The Condominium is a valid condominium created pursuant
to RPL Art 9-B and the Title Company will so insure
7 Closing Adjustments (a) The following adjustments shall be made as of
1159 PM of the day before the Closing
(i) Real estate taxes and water charges and sewer rents if
separately assessed on the basis of the fiscal period for which assessed except that if
there is a water meter with respect to the Unit apportionment shall be based on the last
available reading subject to adjustment after the Closing promptly after the next reading
is available provided however that in the event real estate taxes have not as of the date
of Closing been separately assessed to the Unit real estate taxes shall be apportioned on
the same basis as provided in the Declaration or By-Laws or in the absence of such
provision based upon the Unitrsquos percentage interest in the Common Elements
(ii) Common charges of the Condominium and
(iii) If fuel is separately stored with respect to the Unit only the
value of fuel stored with respect to the Unit at the price then charged by Sellerrsquos supplier
- 6 -
(as determined by a letter or certificate to be obtained by Seller from such supplier)
including any sales taxes
(b) If at the time of Closing the Unit is affected by an assessment which is
or may become payable in installments then for the purposes of this Contract only the
unpaid installments which are then due shall be considered due and are to be paid by
Seller at the Closing All subsequent installments at the time of Closing shall be the
obligation of Purchaser
(c) Any errors or omissions in computing closing adjustments shall be
corrected This subpara 7(c) shall survive the Closing
(d) If the Unit is located in the City of New York the ldquocustoms in respect
to title closingsrdquo recommended by The Real Estate Board of New York Inc as amended
and in effect on the date of Closing shall apply to the adjustments and other matters
therein mentioned except as otherwise provided herein
8 Right of First Refusal If so provided in the Declaration or By-Laws this
sale is subject to and conditioned upon the waiver of a right of first refusal to purchase
the Unit held by the Condominium and exercisable by the Board Seller agrees to give
notice promptly to the Board of the contemplated sale of the Unit to Purchaser which
notice shall be given in accordance with the terms of the Declaration and By-Laws and
Purchaser agrees to provide promptly all applications information and references
reasonably requested by the Board If the Board shall exercise such right of first refusal
Seller shall promptly refund to Purchaser the Downpayment (which term for all purposes
of this Contract shall be deemed to include interest if any earned thereon) and upon the
making of such refund this Contract shall be deemed cancelled and of no further force or
effect and neither party shall have any further rights against or obligations or liabilities
to the other by reason of this Contract If the Board shall fail to exercise such right of
first refusal within the time and in the manner provided for in the Declaration or By-Laws
or shall declare in writing its intention not to exercise such right of first refusal (a copy of
which writing shall be delivered to Purchaser promptly following receipt thereof) the
parties hereto shall proceed with this sale in accordance with the provisions of this
Contract
9 Processing Fee Seller shall at the Closing pay all fees and charges payable
to the Condominium (andor its managing agent) in connection with this sale and
customarily charged to Sellers by the Condominium including without limitation
any processing fee the legal fees if any of the Condominiumrsquos attorney in connection
with this sale and unless otherwise agreed to by Seller and Purchaser in writing all ldquoflip
taxesrdquo transfer or entrance fees or similar charges if any payable to or for the
Condominium or otherwise for the benefit of the Condominium unit owners which arise
by reason of this sale Purchaser shall pay all fees customarily charged to Purchasers
by the Condominium or Managing Agent
- 7 -
10 No Other Representations Purchaser has examined and is satisfied with the
Declaration By-Laws and rules and regulations of the Condominium or has waived the
examination thereof Purchaser has inspected the Unit its fixtures appliances and
equipment and the personal property if any included in this sale as well as the Common
Elements of the Condominium and knows the condition thereof and subject to subpara
5(f) agrees to accept the same ldquoas isrdquo ie in the condition they are in on the date hereof
subject to normal use wear and tear between the date hereof and the Closing Purchaser
has examined or waived examination of the last audited financial statements of the
Condominium and has considered or waived consideration of all other matters pertaining
to this Contract and to the purchase to be made hereunder and does not rely on any
representations made by any broker or by Seller or anyone acting or purporting to act on
behalf of Seller as to any matters which might influence or affect the decision to execute
this Contract or to buy the Unit or said personal property except those representations
and warranties which are specifically set forth in this Contract
11 Possession Seller shall prior to the Closing remove from the Unit all
furniture furnishings and other personal property not included in this sale shall repair
any damage caused by such removal and shall deliver exclusive possession of the Unit at
the Closing vacant broom-clean and free of tenancies or other rights of use or
possession
12 Access Seller shall permit Purchaser and its architect decorator or other
authorized persons to have the right of access to the Unit between the date hereof and the
Closing for the purpose of inspecting the same and taking measurements at reasonable
times and upon reasonable prior notice to Seller (by telephone or otherwise) Further
Purchaser shall have the right to inspect the Unit at a reasonable time during the 24-hour
period immediately preceding the Closing
13 Defaults and Remedies (a) If Purchaser defaults hereunder Sellerrsquos sole
remedy shall be to retain the Downpayment as liquidated damages it being agreed that
Sellerrsquos damages in case of Purchaserrsquos default might be impossible to ascertain and that
the Downpayment constitutes a fair and reasonable amount of damages under the
circumstances and is not a penalty
(b) If Seller defaults hereunder Purchaser shall have such remedies as
Purchaser shall be entitled to at law or in equity including but not limited to specific
performance
14 Notices Any notice request or other communication (ldquoNoticerdquo) given or
made hereunder (except for the notice required by para 12) shall be in writing and either
(a) sent by any of the parties hereto or their respective attorneys by registered or certified
mail return receipt requested postage prepaid or (b) delivered in person or by overnight
courier with receipt acknowledged to the address given at the beginning of this Contract
for the party to whom the Notice is to be given or to such other address for such party as
said party shall hereafter designate by Notice given to the other party pursuant to this
- 8 -
para 14 or (c) with respect to para 6(a)(viii) or para 18(b) sent by fax to the partyrsquos
attorney Each Notice mailed shall be deemed given on the third business day following
the date of mailing the same and each Notice delivered in person or by overnight courier
shall be deemed given when delivered A copy of each notice sent to a party shall also be
sent to the partyrsquos attorney Each notice sent by fax shall be deemed given when
transmission is confirmed by the senders fax machine The attorneys for the parties are
hereby authorized to give and receive on behalf of their clients all Notices and deliveries
15 Purchaserrsquos Lien The Downpayment and all other sums paid on account of
this Contract and the reasonable expenses of the examination of title to and departmental
violation searches in respect of the Unit are hereby made a lien upon the Unit but such
lien shall not continue after default by Purchaser hereunder
16 Downpayment in Escrow (a) Sellerrsquos attorney (ldquoEscroweerdquo) shall hold the
Downpayment in escrow in a segregated bank account at the depository identified at the
end of this Contract until Closing or sooner termination of this Contract and shall pay
over or apply the Downpayment in accordance with the terms of this para 16 Escrowee
shall hold the Downpayment in a(n) interest-bearing Escrow account for the benefit of
the parties If interest is held for the benefit of the parties it shall be paid to the party
entitled to the Downpayment and the party receiving the interest shall pay any income
taxes thereon If interest is not held for the benefit of the parties the Downpayment shall
be placed in an IOLA account or as otherwise permitted or required by law The Social
Security or Federal Identification numbers of the parties shall be furnished to Escrowee
upon request At Closing the Downpayment shall be paid by Escrowee to Seller If for
any reason Closing does not occur and either party gives Notice (as defined in paragraph
14) to Escrowee demanding payment of the Downpayment Escrowee shall give prompt
Notice to the other party of such demand If Escrowee does not receive Notice of
objection from such other party to the proposed payment within 10 business days after
the giving of such Notice Escrowee is hereby authorized and directed to make such
payment If Escrowee does receive such Notice of objection within such 10 day period or
if for any other reason Escrowee in good faith shall elect not to make such payment
Escrowee shall continue to hold such amount until otherwise directed by Notice from the
parties to this Contract or a final nonappealable judgment order or decree of a court
However Escrowee shall have the right at any time to deposit the Downpayment with the
clerk of a court in the county in which the Unit is located and shall give Notice of such
deposit to Seller and Purchaser Upon such deposit or other disbursement in accordance
with the terms of this para 16 Escrowee shall be relieved and discharged of all further
obligations and responsibilities hereunder
(b) The parties acknowledge that Escrowee is acting solely as a
stakeholder at their request and for their convenience and that Escrowee shall not be
liable to either party for any act or omission on its part unless taken or suffered in bad
faith or in willful disregard of this Contract or involving gross negligence on the part of
Escrowee Seller and Purchaser jointly and severally (with right of contribution) agree to
- 9 -
defend (by attorneys selected by Escrowee) indemnify and hold Escrowee harmless from
and against all costs claims and expenses (including reasonable attorneysrsquo fees) incurred
in connection with the performance of Escroweersquos 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 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 Escroweersquos agreement to the provisions of this para 16 by signing in
the place indicated in this Contract
(e) Escrowee or any member of its firm shall be permitted to act as
counsel for Seller in any dispute as to the disbursement of the Downpayment or any other
dispute between the parties whether or not Escrowee is in possession of the
Downpayment and continues to act as Escrowee
(f) The party whose attorney is Escrowee shall be liable for loss of the
Downpayment
17 FIRPTA Seller represents and warrants to Purchaser that Seller is not a
ldquoforeign personrdquo as defined in IRC sect 1445 as amended and the regulations issued
thereunder (ldquoCode Withholding Sectionrdquo) At the Closing Seller shall deliver to
Purchaser a certificate stating that Seller is not a foreign person in the form then required
by the Code Withholding Section or a withholding certificate from the Internal Revenue
Service In the event Seller fails to deliver the aforesaid certificate or in the event that
Purchaser is not entitled under the Code Withholding Section to rely on such certificate
Purchaser shall deduct and withhold from the Purchase Price a sum equal to 10 thereof
and shall at Closing remit the withheld amount with the required forms to the Internal
Revenue Service
18 Title Report Acceptable Title (a) Purchaser shall promptly after the date
hereof or after receipt of the mortgage commitment letter if applicable order a title
insurance report from the Title Company Promptly after receipt of the title report and
thereafter of any continuations thereof and supplements thereto Purchaser shall forward a
copy of each such report continuation or supplement to the attorney for Seller Purchaser
shall further notify Sellerrsquos attorney of any other objections to title not reflected in such
title report of which Purchaser becomes aware following the delivery of such report
reasonably promptly after becoming aware of such objections
(b) Any unpaid taxes assessments water charges and sewer rents
together with the interest and penalties thereon to a date not less than two days following
- 10 -
the date of Closing and any other liens and encumbrances which Seller is obligated to
pay and discharge or which are against corporations estates or other persons in the chain
of title together with the cost of recording or filing any instruments necessary to
discharge such liens and encumbrances of record may be paid out of the proceeds of the
monies payable at the Closing if Seller delivers to Purchaser at the Closing official bills
for such taxes assessments water charges sewer rents interest and penalties and
instruments in recordable form sufficient to discharge any other liens and encumbrances
of record Upon request made a reasonable time before the Closing Purchaser shall
provide at the Closing separate checks for the foregoing payable to the order of the holder
of any such lien charge or encumbrance and other wise complying with subpara 3(b) If
the Title Company is willing to insure Purchaser that such charges liens and
encumbrances will not be collected out of or enforced against the Unit and is willing to
insure the lien of Purchaserrsquos Institutional Lender (as hereinafter defined) free and clear
of any such charges liens and encumbrances then Seller shall have the right in lieu of
payment and discharge to deposit with the Title Company such funds or to give such
assurances or to pay such special or additional premiums as the Title Company may
require in order to so insure In such case the charges liens and encumbrances with
respect to which the Title Company has agreed so to insure shall not be considered
objections to title
(c) Seller shall convey and Purchaser shall accept fee simple title to the
Unit in accordance with the terms of this Contract subject only to (a) the Permitted
Exceptions and (b) such other matters as (i) the Title Company or any other title insurer
licensed to do business by the State of New York shall be willing without special or
additional premium to omit as exceptions to coverage or to except with insurance against
collection out of or enforcement against the Unit and (ii) shall be accepted by any lender
which has committed in writing to provide mortgage financing to Purchaser for the
purchase of the Unit (ldquoPurchaserrsquos Institutional Lenderrdquo) except that if such
acceptance by Purchaserrsquos Institutional Lender is unreasonably withheld or delayed such
acceptance shall be deemed to have been given
(d) Notwithstanding any contrary provisions in this Contract express or
implied or any contrary rule of law or custom if Seller shall be unable to convey the
Unit in accordance with this Contract (provided that Seller shall release discharge or
otherwise cure at or prior to Closing any matter created by Seller after the date hereof and
any existing mortgage unless this sale is subject to it) and if Purchaser elects not to
complete this transaction without abatement of the Purchase Price the sole obligation and
liability of Seller shall be to refund the Downpayment to Purchaser together with the
reasonable cost of the examination of title to and departmental violation searches in
respect of the Unit and upon the making of such refund and payment this Contract shall
be deemed cancelled and of no further force or effect and neither party shall have any
further rights against or obligations or liabilities to the other by reason of this Contract
However nothing contained in this subpara 18(d) shall be construed to relieve Seller
from liability due to a willful default
- 11 -
19 Risk of Loss Casualty (a) The risk of loss or damage to the Unit or the
personal property included in this sale by fire or other casualty until the earlier of the
Closing or possession of the Unit by Purchaser is assumed by Seller but without any
obligation of Seller to repair or replace any such loss or damage unless Seller elects to do
so as hereinafter provided Seller shall notify Purchaser of the occurrence of any such
loss or damage to the Unit or the personal property included in this sale within 10 days
after such occurrence or by the date of Closing whichever first occurs and by such
notice shall state whether or not Seller elects to repair or restore the Unit andor the
personal property as the case may be If Seller elects to make such repairs and
restorations Sellerrsquos notice shall set forth an adjourned date for the Closing which shall
be not more than 60 days after the date of the giving of Sellerrsquos notice If Seller either
does not elect to do so or having elected to make such repairs and restorations fails to
complete the same on or before said adjourned date for the Closing Purchaser shall have
the following options
(i) To declare this Contract cancelled and of no further force or
effect and receive a refund of the Downpayment in which event neither party shall
thereafter have any further rights against or obligations or liabilities to the other by
reason of this Contract or
(ii) To complete the purchase in accordance with this Contract
without reduction in the Purchase Price except as provided in the next sentence If Seller
carries hazard insurance covering such loss or damage Seller shall turn over to Purchaser
at the Closing the net proceeds actually collected by Seller under the provisions of such
hazard insurance policies to the extent that they are attributable to loss of or damage to
any property included in this sale less any sums theretofore expended by Seller in
repairing or replacing such loss or damage or in collecting such proceeds and Seller shall
assign (without recourse to Seller) Sellerrsquos right to receive any additional insurance
proceeds which are attributable to the loss of or damage to any property included in this
sale
(b) If Seller does not elect to make such repairs and restorations
Purchaser may exercise the resulting option under (i) or (ii) of (a) above only by notice
given to Seller within 10 days after receipt of Sellerrsquos notice If Seller elects to make such
repairs and restorations and fails to complete the same on or before the adjourned closing
date Purchaser may exercise either of the resulting options within 10 days after the
adjourned closing date
(c) In the event of any loss of or damage to the Common Elements which
materially and adversely affects access to or use of the Unit arising after the date of this
Contract but prior to the Closing Seller shall notify Purchaser of the occurrence thereof
within 10 days after such occurrence or by the date of Closing whichever occurs first in
which event Purchaser shall have the following options
- 12 -
(i) To complete the purchase in accordance with this Contract
without reduction in the Purchase Price or
(ii) To adjourn the Closing until the first to occur of (1)
completion of the repair and restoration of the loss or damage to the point that there is no
longer a materially adverse effect on the access to or use of the Unit or (2) the 60th day
after the date of the giving of Sellerrsquos aforesaid notice In the event Purchaser elects to
adjourn the Closing as aforesaid and such loss or damage is not so repaired and restored
within 60 days after the date of the giving of Sellerrsquos aforesaid notice then Purchaser
shall have the right either to (x) complete the purchase in accordance with this Contract
without reduction in the Purchase Price or (y) declare this Contract cancelled and of no
further force or effect and receive a refund of the Downpayment in which latter event
neither party shall thereafter have any further rights against or obligations or liabilities
to the other by reason of this Contract
(d) In the event of any loss of or damage to the Common Elements which
does not materially and adversely affect access to or use of the Unit Purchaser shall
accept title to the Unit in accordance with this Contract without abatement of the
Purchase Price
20 Internal Revenue Service Reporting Requirement Each party shall
execute acknowledge and deliver to the other party such instruments and take such other
actions as such other party may reasonably request in order to comply with IRC sect
6045(e) as amended or any successor provision or any regulations promulgated pursuant
thereto insofar as the same requires reporting of information in respect of real estate
transactions The provisions of this para 20 shall survive the Closing The parties
designate _________________________________ as the attorney responsible for
reporting this information as required by law
21 Broker Seller and Purchaser represent and warrant to each other that the only
real estate broker with whom they have dealt in connection with this Contract and the
transaction set forth herein is ______________________________ and that they know of
no other real estate broker who has claimed or may have the right to claim a commission
in connection with this transaction The commission of such real estate broker shall be
paid by Seller pursuant to separate agreement If no real estate broker is specified above
the parties acknowledge that this Contract was brought about by direct negotiation
between Seller and Purchaser and each represents to the other that it knows of no real
estate broker entitled to a commission in connection with this transaction Seller and
Purchaser shall indemnify and defend each other against any costs claims or expenses
(including reasonable attorneysrsquo fees) arising out of the breach on their respective parts of
any representation warranty or agreement contained in this para 21 The provisions of
this para 21 shall survive the Closing or if the Closing does not occur the termination of
this Contract
- 13 -
22 Mortgage Commitment Contingency (Delete paragraph if inapplicable) (a)
The obligation of Purchaser to purchase under this Contract is conditioned upon issuance
on or before ____________ days after a fully executed copy of this Contract is given to
Purchaser or Purchaserrsquos attorney in the manner set forth in paragraph 14 or
subparagraph 22(k) (the ldquoCommitment Daterdquo) 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 Purchasers sole cost and expense of $______________ for a term of at least _______
years (or such lesser sum or shorter term as Purchaser shall be willing to accept) at the
prevailing fixed or adjustable rate of interest and on other customary commitment terms
(the ldquoCommitmentrdquo) To the extent a Commitment is conditioned on the sale of
Purchaserrsquos current home payment of any outstanding debt no material adverse change
in Purchaserrsquos 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 Lenderrsquos approval of an appraisal shall not be deemed a ldquoCommitmentrdquo
hereunder until an appraisal is approved (and if that does not occur before the
Commitment Date Purchaser may cancel under subparagraph 22(e) unless the
Commitment Date is extended) Purchaserrsquos 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 Purchaserrsquos
election more than one Institutional Lender for such mortgage loan (ii) furnish accurate
and complete information regarding Purchaser and members of Purchaserrsquos 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 22(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 (ldquoMortgage Brokerrdquo) shall constitute full compliance with
the terms and conditions set forth in subparagraph 22(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 22
- 14 -
(e) If no Commitment is issued by the 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 22(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 22
(f) If this Contract is canceled by Purchaser pursuant to subparagraphs
22(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 21
(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 22(a) then Purchaser shall be deemed to have waived
Purchaserrsquos right to cancel this Contract and to receive a refund of the Downpayment by
reason of the contingency contained in this paragraph 22
(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 of its obligations under this
paragraph 22) and except as set forth in paragraph 21
(i) The attorneys for the parties are hereby authorized to give and receive
on behalf of their clients all Notices and deliveries under this paragraph 22
(j) For purposes of this Contract the term ldquoInstitutional Lenderrdquo 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
(k) For purposes of subparagraph (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
- 15 -
23 Gender Etc As used in this Contract the neuter includes the masculine and
feminine the singular includes the plural and the plural includes the singular as the
context may require
24 Entire Contract All prior understandings and agreements between Seller and
Purchaser are merged in this Contract and this Contract supersedes any and all
understandings and agreements between the parties and constitutes the entire agreement
between them with respect to the subject matter hereof
25 Captions The captions in this Contract are for convenience and reference
only and in no way define limit or describe the scope of this Contract and shall not be
considered in the interpretation of this Contract or any provision hereof
26 No Assignment by Purchaser Purchaser may not assign this Contract or any
of Purchaserrsquos rights hereunder
27 Successors and Assigns Subject to the provisions of para 26 the provisions
of this Contract shall bind and inure to the benefit of both Purchaser and Seller and their
respective distributees executors administrators heirs legal representatives successors
and permitted assigns
28 No Oral Changes This Contract cannot be changed or terminated orally Any
changes or additional provisions must be set forth in a rider attached hereto or in a
separate written agreement signed by both parties to this Contract
29 Contract Not Binding Until Signed This Contract shall not be binding or
effective until properly executed and delivered by Seller and Purchaser
30 Lead-Based Paint If applicable the complete and fully executed disclosure
of information on lead-based paint andor lead-based paint hazards is attached hereto and
made a part hereof
IN WITNESS WHEREOF the parties hereto have duly executed this Contract
on the day and year first above written
Seller Purchaser
_________________________________ ____________________________________
- 16 -
Agreed to as to para 16 ________________________________
Giddins Claman LLP Escrowee
Escrow Depository
Address
SCHEDULE A - Permitted Exceptions
1 Zoning laws and regulations and landmark historic or wetlands designation
which are not violated by the Unit and which are not violated by the Common Elements
to the extent that access to or use of the Unit would be materially and adversely affected
2 Consents for the erection of any structure or structures on under or above any
street or streets on which the Building may abut
3 The terms burdens covenants restrictions conditions easements and rules
and regulations set forth in the Declaration By-Laws and rules and regulations of the
Condominium the Power of Attorney from Purchaser to the board of managers of the
Condominium and the floor plans of the Condominium all as may be amended from time
to time
4 Rights of utility companies to lay maintain install and repair pipes lines
poles conduits cable boxes and related equipment on over and under the Building and
Common Elements provided that none of such rights imposes any monetary obligation
on the owner of the Unit or materially interferes with the use of or access to the Unit
5 Encroachments of stoops areas cellar steps trim cornices lintels window
sills awnings canopies ledges fences hedges coping and retaining walls projecting
from the Building over any street or highway or over any adjoining property and
encroachments of similar elements projecting from adjoining property over the Common
Elements
6 Any state of facts which an accurate survey or personal inspection of the
Building Common Elements or Unit would disclose provided that such facts do not
prevent the use of the Unit for dwelling purposes For the purposes of this Contract none
of the facts shown on the survey if any identified below shall be deemed to prevent the
use of the Unit for dwelling purposes and Purchaser shall accept title subject thereto
- 17 -
The survey referred to in No 6 above was prepared by
___________________________ dated _____________________ and last revised
____________________
7 The lien of any unpaid common charge real estate tax water charge sewer
rent or vault charge provided the same are paid or apportioned at the Closing as herein
provided
8 The lien of any unpaid assessments to the extent of installments thereof
payable after the Closing
9 Liens encumbrances and title conditions affecting the Common Elements
which do not materially and adversely affect the right of the Unit owner to use and enjoy
the Common Elements
10 Notes or notices of violations of law or governmental orders ordinances or
requirements (a) affecting the Unit and noted or issued subsequent to the date of this
Contract by any governmental department agency or bureau having jurisdiction and (b)
any such notes or notices affecting only the Common Elements which were noted or
issued prior to or on the date of this Contract or at any time hereafter
11 Any other matters or encumbrances subject to which Purchaser is required to
accept title to the Unit pursuant to this Contract
ABOUT THE SPEAKERS
Lisa Lippman Senior Vice President and Director was the 1 broker at Brown Harris Stevens in 2009 With 13 years of experience selling real estate Lisa specializes in the sale of high end cooperatives condominiums and townhomes throughout Manhattan As is clear from her record even in tough times Lisa manages to both sell and find homes for her clients
Other awards Lisa has won in the last few years include
middotWall Street Journal top 400-Lisa was 11 in the nation and 2 in Manhattan 2009middotWall Street Journal top 50 brokers in America 2007middotBrown Harris Stevens Westside Office Broker of the Year All Years 2006 - 2009 middotBrown Harris Stevens Westside Office Listing Broker of the Year 2007 2008 2009middotBrown Harris Stevens Largest New Development Deal of the Year 2009
Prior to becoming a real estate broker Lisa spent several years as a lawyer practicing litigation at two prestigious law firms She graduated from The University of Pennsylvania in 1986 and earned her law degree from Cardozo in 1990 Lisarsquos legal background affords her a keen understanding of the negotiation process as well as the complexities needed to complete the deal
A New York City resident for 24 years Lisa offers impeccable knowledge of the market as it applies across all neighborhoods She has lived downtown on the Upper East Side and has now resided on the Upper West Side for the past 14 years Additionally as the mother of three children Lisa is personally involved in the decisions all buyers face in choosing a neighborhood and a home
Lisa takes pride in being a straight-forward intelligent and honest broker She understands the individual needs of each client as well as their comfort with the purchase andor sale process Her listening talents combined with her unbeatable memory work ethic and negotiation skills allow her to service her buyers and sellers most effectively Lisa is also active in the New York community including the UJA and her childrenrsquos school All of this enables her to offer a well-rounded approach to navigating the New York real estate landscape bringing to life the nuances and charms that the City and its real estate market have to offer
LISA LIPPMANSenior Vice PresidentDirector
Lisa Lippman bull 212- 588-5606 bull fax 212-418-9733 bull llippmanbhsusacom
GIDDINS bull CLAMAN LLP
Attorneys at Law
675 THIRD AVENUE
29TH
FLOOR
NEW YORK NEW YORK 10017
(212)573-6703
FAX (212)949-1923 Paul M Giddins
Scott Claman
Giddins Claman LLP ndash Firm Biography
Giddins Claman LLP (formerly Giddins Claman amp Langs LLP) was
established in 1988 by Paul M Giddins formerly an Assistant District Attorney in
the New York County District Attorneyrsquos Office For over 20 years the firm has
specialized in real estate matters in the New York City metropolitan area with an
active transactional real estate practice Mr Giddins has specialized in residential
real estate during that time In addition to purchase sale and refinance transactions
Mr Giddins represents cooperative apartment boards of directors and condominium
boards of managers Mr Giddins also regularly gives lectures and seminars on real
estate matters for many of the prominent real estate brokerage firms in New York
Scott Claman has been in the practice of law in New York for over 26 years
and joined the firm as a member in 1996 having previously been a partner at a law
firm that specialized in the representation of cooperative apartment boards of
directors and condominium boards of managers Mr Claman is regularly engaged
in a variety of transactional real estate matters ranging from commercial leasing
mortgage financing and asset dispositions to individual apartment and house sales
In addition to individual and institutional owners of residential and commercial real
estate Mr Claman also represents cooperative apartment boards of directors and
condominium boards of managers and has given numerous lectures and seminars
on real estate matters for the Real Estate Board of New York and for many of the
prominent real estate brokerage firms in New York
Steven M Nachman serves as Of Counsel to the firm in connection with
commercial and general litigation matters Mr Nachman formerly associated with
the firm of Stroock amp Stroock amp Lavan has over 20 years of civil litigation
experience
Giddins Claman LLP is proud to provide our clients with the benefits of our
collective experience as seasoned litigators and transactional real estate specialists
while maintaining our personal commitment to represent our clients in a manner
associated with a smaller practice
ManhattanResidential Market Report
Fourth Quarter 2010
Manhattan Cooperatives and Condominiums
2 Fourth Quarter 2010
Average and Median Sale Price
Cooperative Average Sale Price
Condominium Average Sale Price
Cover Property BrownHarrisStevenscom WEB272151
Average Sale Price Median Sale Price
Prices for Manhattan apartments continued to edge upward
as their average sale price of $1432787 was 8 higher
than a year ago This marked the sixth straight quarter that
the average price has risen While the number of recorded
transactions fell 25 from a year ago the fourth quarter of 2009
was uncharacteristically busy due to pent-up demand after the
collapse of Lehman Brothers had frozen the market earlier that year
The average co-op price continued to rise sharply as
more buyers favored larger apartments compared to a year ago Two-bedroom and larger
units accounted for 45 of co-op sales up from 40 a year ago This helped push
the overall average co-op price up 17 from 2009rsquos fourth
quarter to $1158333
Condo prices averaged $1751219 during the fourth
quarter 1 higher than a year ago One-bedrooms posted the
biggest increase in average price rising 9 over the past year
to $844964
Studio 1-Bedroom 2-Bedroom 3+Bedroom All
4th Q 10 $342545 $593718 $1231116 $3150700 $1158333
3rd Q 10 $366086 $606444 $1206257 $3049980 $1156733
2nd Q 10 $356696 $597311 $1301392 $2872496 $1065814
1st Q 10 $334307 $587538 $1132150 $3098881 $1079195
4th Q 09 $345725 $585238 $1133967 $3001012 $990921
Studio 1-Bedroom 2-Bedroom 3+Bedroom All
4th Q 10 $495002 $844964 $1637638 $4567750 $1751219
3rd Q 10 $495876 $809514 $1596021 $3835376 $1724180
2nd Q 10 $464559 $840829 $1570772 $3922994 $1686690
1st Q 10 $529970 $819785 $1608375 $4250098 $1730415
4th Q 09 $554568 $772525 $1583362 $4574080 $1732362
Average Sale Price Median Sale Price
$1600000
$1400000
$1200000
$1000000
$800000
$400000
$600000
$1369883 $820000
1Q10
$1324504 $800000
4Q09
$1432787 $840000
4Q10
$1423378 $890000
3Q10
$1377135 $842779
2Q10
Fourth Quarter 2010 3
New Developments Lofts
Time on the Market
Excludes new developments and units listed over one year Based on the last asking price Excludes new developments
Average Price Per Square Foot
New development prices averaged $1099 per square foot 11 less than during the fourth quarter of 2009 This was due in part to an increase in the percent of new development sales in Northern Manhattan from 9 a year ago to 15 At $1052 the average price per square foot for loft apartments was 3 higher than during 2009rsquos fourth quarter
Apartments sold during the quarter spent an average of 113 days on the market 14 less time than a year ago Sellers received 955 of the last asking price up slightly from the fourth quarter of 2009
Asking Vs Selling Price
$700
$900
$1100
$1300 $1099
4Q10
$1238
4Q09
$1146
1Q10 2Q10
$1176
$700
$900
$1100
$1300 $1052
4Q10
$1017
4Q09
$1037
1Q10
$1066
2Q10
$1112
3Q10
$1077
3Q10
75 days
100 days
125 days
150 days 113
4Q10
132
4Q09
119
1Q10
112
2Q10
85
90
95
100 955
4Q10
954
4Q09
962
1Q10
97
3Q10
959
3Q10
966
2Q10
Generally 59th to 96th Street Fifth Avenue to the East River
Cooperative Condominium
East sidE
4 Fourth Quarter 2010
Average Price Per Square Foot
At an average of $1581971 prices for two-bedroom East Side
apartments were 14 higher than a year ago The average price fell
13 for three-bedroom and larger apartments due in part to 2 closings
of over $30 million a year ago inflating that figure Co-ops fared better than condos as the average
price per room rose for both prewar and postwar co-ops over the past year
while the average condo price per square foot fell
Average Price Per Room
4Q09 4Q10
Studio 1-Bedroom 2-Bedroom 3+Bedroom
Percent of Sales
4th Q 09 10 35 36 19
4th Q 10 11 39 28 22
Average Price
4th Q 09 $351462 $647300 $1383364 $4146087
4th Q 10 $355459 $647207 $1581971 $3605513
Change 1 0 14 -13
$100000
$300000
$150000
$200000
$250000
$350000
$400000
$50000
$200
$1000
$400
$600
$800
$1200
$1400
$0
Postwar
$204713 $210559
Prewar
$348425 $383335
4Q10
$1126
4Q09
$1168
Generally 59th to 110th Street Hudson River to West of Fifth Avenue
WEst sidE
Fourth Quarter 2010 5
Cooperative CondominiumAverage Price Per Room Average Price Per Square Foot
With the exception of studios prices rose for all other size categories of apartments on
the West Side led by a 21 gain in the average price for
three-bedroom and larger units This increase was helped by
535 West End Avenue whose three-bedroom closing prices averaged over $115 million
in the fourth quarter Co-ops remained strong as the average
price per room rose 21 for prewar and 12 for postwar co-ops on the West Side The average condo price per square
foot rose 3 to $1309 making the West Side the only
area where both co-op and condo prices were higher
than a year ago
4Q09 4Q10
Studio 1-Bedroom 2-Bedroom 3+Bedroom
Percent of Sales
4th Q 09 10 37 37 16
4th Q 10 8 33 38 21
Average Price
4th Q 09 $417466 $656421 $1326640 $3325062
4th Q 10 $391228 $766529 $1378920 $4030338
Change -6 17 4 21
$125000
$225000
$150000
$175000
$200000
$250000
$275000
$100000
$200
$1000
$400
$600
$800
$1200
$1400
$0
4Q09
$1267
4Q10
$1309
Prewar
$215967 $260653
Postwar
$189264 $212348
MidtoWn East Generally 34th to 59th Street Fifth Avenue to the East River
MidtoWn
MidtoWn WEst Generally 34th to 59th Street Hudson River to West of Fifth Avenue
6 Fourth Quarter 2010
Cooperative Condominium
Cooperative Condominium
Average Price Per Room Average Price Per Square Foot
Average Price Per Room Average Price Per Square Foot
A couple of high-end closings at The Plaza and One Beacon Court helped bring the average condo price per square foot 27 higher in the Midtown East market compared
to a year ago The average price per room fell 5 for prewar while rising
8 for postwar co-ops
The average price per square foot rose 12 for condos over the
past year in the Midtown West market A number of closings at The Sheffield and Platinum
helped bring up this figure The average price per room fell for
both prewar and postwar co-ops in this market compared
to a year ago
$175000
$100000
$125000
$150000
$200000
$225000
$1000
$250
$500
$750
$1250
$1500
4Q09 4Q10
$212198 $200857
Prewar
$188662 $204639
Postwar
$1171
4Q09
$1485
4Q10
$252044 $199029 $231213 $221850 $1180$1055
4Q10Prewar Postwar 4Q09
$1000
$250
$500
$750
$1250
$1500
4Q09 4Q10
$200000
$50000
$100000
$150000
$250000
$300000
Cooperative Condominium
Fourth Quarter 2010 7
Average Price Per Room Average Price Per Square Foot
South of 34th Street
doWntoWn
While the average price fell 23 for three-bedroom and
larger apartments Downtown from a year ago a large
number of closings at the Superior Ink building inflated 2009rsquos figure This also is a reason why the overall condo
price per square foot fell 10 from a year ago The average
co-op price per room rose 13 for prewar and 4 for
postwar units from 2009rsquos fourth quarter
4Q09 4Q10
Studio 1-Bedroom 2-Bedroom 3+Bedroom
Percent of Sales
4th Q 09 17 43 28 12
4th Q 10 16 41 31 12
Average Price
4th Q 09 $452722 $704292 $1615877 $4665379
4th Q 10 $444618 $741919 $1581625 $3605513
Change -2 5 -2 -23
Prewar
$208503 $235826
Postwar
$188600 $195854
$100000
$200000
$125000
$150000
$175000
$225000
$250000
$75000
$800
$1200
$900
$1000
$1100
$1300
$1400
$700
4Q09
$1326
4Q10
$1194
Cooperative CondominiumAverage Price Per Room Average Price Per Square Foot
Generally North of 96th Street on the East Side and 110th Street on the West Side
NEW YORK CITY bull PALM BEACH bull THE HAMPTONS bull NORTH FORK 2129069200
EAST SIDE445 Park AvenueHall F Willkie PresidentRuth McCoy EVPManaging Director of Sales
UPPER EAST SIDE1121 Madison AvenuePeter R Marra EVPManaging Director of Sales
EDWARD LEE CAVE DIVISION790 Madison AvenueCaroline E Y GuthriePresident
WEST SIDE1926 BroadwayJames M Gricar EVP Managing Director of Sales
BROOKLYN HEIGHTS129 Montague StreetChristopher Thomas EVPManaging Director of Sales
PARK SLOPE100 Seventh AvenueMaryAnn Albano EVPManaging Director of Sales
NEW DEVELOPMENT445 Park Avenue James M GricarManaging DirectorBrown Harris Stevens On-Site Marketing and Sales
Prepared by Gregory Heym Chief Economist Brown Harris Stevenscopy2010 by Brown Harris Stevens All Rights Reserved This information may not be copied used or distributed without Brown Harris Stevensrsquo consent While information is believed true no guaranty is made of accuracy
While the average price fell for three-bedroom and larger apartments it was higher for
all other size categories in Northern Manhattan Condo
prices rose slightly as their average price per square foot of $566 was up 1 from a
year ago The average price per room fell for both prewar and
postwar co-ops compared to a year ago
This report is based on 1901 reported Manhattan apartment sales 25 less than were reported during last yearrsquos comparable period
VILLAGE2 Fifth AvenueKevin Kovesci EVPManaging Director of Sales
TRIBECA43 North MooreKevin Kovesci EVPManaging Director of Sales
northErn Manhattan
Studio 1-Bedroom 2-Bedroom 3+Bedroom
Percent of Sales
4th Q 09 6 35 43 16
4th Q 10 8 38 38 16
Average Price
4th Q 09 $227611 $352759 $567332 $1101778
4th Q 10 $319798 $394509 $577071 $710832
Change 41 12 2 -35
$100
$500
$200
$300
$400
$600
$700
$0
4Q09 4Q10
4Q09
$563
4Q10
$566
$70000
$110000
$80000
$90000
$100000
$120000
$130000
$60000
Prewar
$120601 $97757
Postwar
$110104 $106330
Faculty Biographies
REAL PROPERTY SECTION gt Officer Bio
Chair Leo Genn Esq
Office Address Northside Center for Child Development 1301 Fifth Ave New York NY 10029-3119
Phone 212-426-3406 Fax 212-410-7561 Email lgenn_esqyahoocom
After working briefly as a litigator Mr Genn became House Counsel at NorthsideCenter for Child Development a Manhattan-based not for profit where he handles contract negotiations commercial leasing property management and insurance issues Mr Genn also writes government grants Before law school Mr Genn spent eight years managing commercial and residential real estate in New York City Mr Genn has also worked for New York Citys Office of Economic Development In March 2002 Mr Genns article on the notice requirements in foreclosure proceedings appeared on thecover of the New York Real Estate Law Reporter Mr Gennrsquos favorite law quote is Oliver Wendell Holmes remark A word is not a crystal transparent and unchanged it isthe skin of a living thought and may vary greatly in color and content according to thecircumstances and time in which it is used Mr Gennrsquos favorite case is Raffles v
ichelhaus and his favorite legal fiction is promissory estoppel W
Paul M Giddins Partner
Giddins Claman LLP Paul M Giddins is a partner at Giddins Claman LLP a law firm in New York City Mr Giddins received a Bachelor of Arts degree from Trinity College- Hartford and a law degree from American University Washington School of Law
LISA LIPPMAN | Senior Vice President Director | Licensed Associate Real Estate Broker
printer friendly page
1926 Broadway New York NY 10023 Tel (212) 588-5606 Fax (212) 418-9733 llippmanbhsusacom download contact info view current listings view sold listings
FEATURED PROPERTY - UPPER EAST SIDE
2COOPERATIVE
25 EAST 79TH STREET
rice $1299000
isting ID 1127158
PBedrooms 2 Baths 20 L
Lisa Lippman Senior Vice President and Director was the 1 broker at Brown Harris Stevens in 2009 With 13 years of experience selling real estate Lisa specializes in the sale of high end cooperatives condominiums and townhomes throughout Manhattan As is clear from her record even in tough times Lisa manages to both sell and find homes for her clients Other awards Lisa has won in the last few years include middotWall Street Journal top 400-Lisa was 11 in the nation and 2 in Manhattan 2009 middotWall Street Journal top 50 brokers in America 2007 middotBrown Harris Stevens Westside Office Broker of the Year All Years 2006 - 2009 middotBrown Harris Stevens Westside Office Listing Broker of the Year 2007 2008 2009 middotBrown Harris Stevens Largest New Development Deal of the Year 2009 Prior to becoming a real estate broker Lisa spent several years as a lawyer practicing litigation at two prestigious law firms She graduated from The University of Pennsylvania in 1986 and earned her law degree from Cardozo in 1990 Lisas legal background affords her a keen understanding of the negotiation process as well as the complexities needed to complete the deal A New York City resident for 24 years Lisa offers impeccable knowledge of the market as it applies across all neighborhoods She has lived downtown on the Upper East Side and has now resided on the Upper West Side for the past 14 years Additionally as the mother of three children Lisa is personally involved in the decisions all buyers face in choosing a neighborhood and a home Lisa takes pride in being a straight-forward intelligent and honest broker She understands the individual needs of each client as well as their comfort with the purchase andor sale process Her listening talents combined with her unbeatable memory work ethic and negotiation skills allow her to service her buyers and sellers most effectively Lisa is also active in the New York community including the UJA and her childrens school All of this enables her to offer a well-rounded approach to navigating the New York real estate landscape bringing to life the nuances and charms that the City and its real estate market have to offer
- 5 -
(i) Checks in payment of (y) the balance of the Purchase Price in
accordance with subpara 3(b) and (z) any Purchaser Transfer Tax
(ii) If required by the Declaration or By-Laws power of attorney
to the Board prepared by Seller in the form required by the Condominium The power of
attorney shall be executed and acknowledged by Purchaser and after being recorded
shall be sent to the Condominium
(iii) New York City Real Property Transfer Tax Return executed
and acknowledged by Purchaser and an Affidavit in Lieu of Registration pursuant to New
York Multiple Dwelling Law each in proper form for submission if applicable and
(iv) If required New York State Equalization Return executed
and acknowledged by Purchaser in proper form for submission
(c) It is a condition of Purchaserrsquos obligation to close title hereunder that
(i) All notes or notices of violations of law or governmental
orders ordinances or requirements affecting the Unit and noted or issued by any
governmental department agency or bureau having jurisdiction which were noted or
issued on or prior to the date hereof shall have been cured by Seller
(ii) Any written notice to Seller from the Condominium (or its
duly authorized representative) that the Unit is in violation of the Declaration By-Laws
or rules and regulations of the Condominium shall have been cured and
(iii) The Condominium is a valid condominium created pursuant
to RPL Art 9-B and the Title Company will so insure
7 Closing Adjustments (a) The following adjustments shall be made as of
1159 PM of the day before the Closing
(i) Real estate taxes and water charges and sewer rents if
separately assessed on the basis of the fiscal period for which assessed except that if
there is a water meter with respect to the Unit apportionment shall be based on the last
available reading subject to adjustment after the Closing promptly after the next reading
is available provided however that in the event real estate taxes have not as of the date
of Closing been separately assessed to the Unit real estate taxes shall be apportioned on
the same basis as provided in the Declaration or By-Laws or in the absence of such
provision based upon the Unitrsquos percentage interest in the Common Elements
(ii) Common charges of the Condominium and
(iii) If fuel is separately stored with respect to the Unit only the
value of fuel stored with respect to the Unit at the price then charged by Sellerrsquos supplier
- 6 -
(as determined by a letter or certificate to be obtained by Seller from such supplier)
including any sales taxes
(b) If at the time of Closing the Unit is affected by an assessment which is
or may become payable in installments then for the purposes of this Contract only the
unpaid installments which are then due shall be considered due and are to be paid by
Seller at the Closing All subsequent installments at the time of Closing shall be the
obligation of Purchaser
(c) Any errors or omissions in computing closing adjustments shall be
corrected This subpara 7(c) shall survive the Closing
(d) If the Unit is located in the City of New York the ldquocustoms in respect
to title closingsrdquo recommended by The Real Estate Board of New York Inc as amended
and in effect on the date of Closing shall apply to the adjustments and other matters
therein mentioned except as otherwise provided herein
8 Right of First Refusal If so provided in the Declaration or By-Laws this
sale is subject to and conditioned upon the waiver of a right of first refusal to purchase
the Unit held by the Condominium and exercisable by the Board Seller agrees to give
notice promptly to the Board of the contemplated sale of the Unit to Purchaser which
notice shall be given in accordance with the terms of the Declaration and By-Laws and
Purchaser agrees to provide promptly all applications information and references
reasonably requested by the Board If the Board shall exercise such right of first refusal
Seller shall promptly refund to Purchaser the Downpayment (which term for all purposes
of this Contract shall be deemed to include interest if any earned thereon) and upon the
making of such refund this Contract shall be deemed cancelled and of no further force or
effect and neither party shall have any further rights against or obligations or liabilities
to the other by reason of this Contract If the Board shall fail to exercise such right of
first refusal within the time and in the manner provided for in the Declaration or By-Laws
or shall declare in writing its intention not to exercise such right of first refusal (a copy of
which writing shall be delivered to Purchaser promptly following receipt thereof) the
parties hereto shall proceed with this sale in accordance with the provisions of this
Contract
9 Processing Fee Seller shall at the Closing pay all fees and charges payable
to the Condominium (andor its managing agent) in connection with this sale and
customarily charged to Sellers by the Condominium including without limitation
any processing fee the legal fees if any of the Condominiumrsquos attorney in connection
with this sale and unless otherwise agreed to by Seller and Purchaser in writing all ldquoflip
taxesrdquo transfer or entrance fees or similar charges if any payable to or for the
Condominium or otherwise for the benefit of the Condominium unit owners which arise
by reason of this sale Purchaser shall pay all fees customarily charged to Purchasers
by the Condominium or Managing Agent
- 7 -
10 No Other Representations Purchaser has examined and is satisfied with the
Declaration By-Laws and rules and regulations of the Condominium or has waived the
examination thereof Purchaser has inspected the Unit its fixtures appliances and
equipment and the personal property if any included in this sale as well as the Common
Elements of the Condominium and knows the condition thereof and subject to subpara
5(f) agrees to accept the same ldquoas isrdquo ie in the condition they are in on the date hereof
subject to normal use wear and tear between the date hereof and the Closing Purchaser
has examined or waived examination of the last audited financial statements of the
Condominium and has considered or waived consideration of all other matters pertaining
to this Contract and to the purchase to be made hereunder and does not rely on any
representations made by any broker or by Seller or anyone acting or purporting to act on
behalf of Seller as to any matters which might influence or affect the decision to execute
this Contract or to buy the Unit or said personal property except those representations
and warranties which are specifically set forth in this Contract
11 Possession Seller shall prior to the Closing remove from the Unit all
furniture furnishings and other personal property not included in this sale shall repair
any damage caused by such removal and shall deliver exclusive possession of the Unit at
the Closing vacant broom-clean and free of tenancies or other rights of use or
possession
12 Access Seller shall permit Purchaser and its architect decorator or other
authorized persons to have the right of access to the Unit between the date hereof and the
Closing for the purpose of inspecting the same and taking measurements at reasonable
times and upon reasonable prior notice to Seller (by telephone or otherwise) Further
Purchaser shall have the right to inspect the Unit at a reasonable time during the 24-hour
period immediately preceding the Closing
13 Defaults and Remedies (a) If Purchaser defaults hereunder Sellerrsquos sole
remedy shall be to retain the Downpayment as liquidated damages it being agreed that
Sellerrsquos damages in case of Purchaserrsquos default might be impossible to ascertain and that
the Downpayment constitutes a fair and reasonable amount of damages under the
circumstances and is not a penalty
(b) If Seller defaults hereunder Purchaser shall have such remedies as
Purchaser shall be entitled to at law or in equity including but not limited to specific
performance
14 Notices Any notice request or other communication (ldquoNoticerdquo) given or
made hereunder (except for the notice required by para 12) shall be in writing and either
(a) sent by any of the parties hereto or their respective attorneys by registered or certified
mail return receipt requested postage prepaid or (b) delivered in person or by overnight
courier with receipt acknowledged to the address given at the beginning of this Contract
for the party to whom the Notice is to be given or to such other address for such party as
said party shall hereafter designate by Notice given to the other party pursuant to this
- 8 -
para 14 or (c) with respect to para 6(a)(viii) or para 18(b) sent by fax to the partyrsquos
attorney Each Notice mailed shall be deemed given on the third business day following
the date of mailing the same and each Notice delivered in person or by overnight courier
shall be deemed given when delivered A copy of each notice sent to a party shall also be
sent to the partyrsquos attorney Each notice sent by fax shall be deemed given when
transmission is confirmed by the senders fax machine The attorneys for the parties are
hereby authorized to give and receive on behalf of their clients all Notices and deliveries
15 Purchaserrsquos Lien The Downpayment and all other sums paid on account of
this Contract and the reasonable expenses of the examination of title to and departmental
violation searches in respect of the Unit are hereby made a lien upon the Unit but such
lien shall not continue after default by Purchaser hereunder
16 Downpayment in Escrow (a) Sellerrsquos attorney (ldquoEscroweerdquo) shall hold the
Downpayment in escrow in a segregated bank account at the depository identified at the
end of this Contract until Closing or sooner termination of this Contract and shall pay
over or apply the Downpayment in accordance with the terms of this para 16 Escrowee
shall hold the Downpayment in a(n) interest-bearing Escrow account for the benefit of
the parties If interest is held for the benefit of the parties it shall be paid to the party
entitled to the Downpayment and the party receiving the interest shall pay any income
taxes thereon If interest is not held for the benefit of the parties the Downpayment shall
be placed in an IOLA account or as otherwise permitted or required by law The Social
Security or Federal Identification numbers of the parties shall be furnished to Escrowee
upon request At Closing the Downpayment shall be paid by Escrowee to Seller If for
any reason Closing does not occur and either party gives Notice (as defined in paragraph
14) to Escrowee demanding payment of the Downpayment Escrowee shall give prompt
Notice to the other party of such demand If Escrowee does not receive Notice of
objection from such other party to the proposed payment within 10 business days after
the giving of such Notice Escrowee is hereby authorized and directed to make such
payment If Escrowee does receive such Notice of objection within such 10 day period or
if for any other reason Escrowee in good faith shall elect not to make such payment
Escrowee shall continue to hold such amount until otherwise directed by Notice from the
parties to this Contract or a final nonappealable judgment order or decree of a court
However Escrowee shall have the right at any time to deposit the Downpayment with the
clerk of a court in the county in which the Unit is located and shall give Notice of such
deposit to Seller and Purchaser Upon such deposit or other disbursement in accordance
with the terms of this para 16 Escrowee shall be relieved and discharged of all further
obligations and responsibilities hereunder
(b) The parties acknowledge that Escrowee is acting solely as a
stakeholder at their request and for their convenience and that Escrowee shall not be
liable to either party for any act or omission on its part unless taken or suffered in bad
faith or in willful disregard of this Contract or involving gross negligence on the part of
Escrowee Seller and Purchaser jointly and severally (with right of contribution) agree to
- 9 -
defend (by attorneys selected by Escrowee) indemnify and hold Escrowee harmless from
and against all costs claims and expenses (including reasonable attorneysrsquo fees) incurred
in connection with the performance of Escroweersquos 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 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 Escroweersquos agreement to the provisions of this para 16 by signing in
the place indicated in this Contract
(e) Escrowee or any member of its firm shall be permitted to act as
counsel for Seller in any dispute as to the disbursement of the Downpayment or any other
dispute between the parties whether or not Escrowee is in possession of the
Downpayment and continues to act as Escrowee
(f) The party whose attorney is Escrowee shall be liable for loss of the
Downpayment
17 FIRPTA Seller represents and warrants to Purchaser that Seller is not a
ldquoforeign personrdquo as defined in IRC sect 1445 as amended and the regulations issued
thereunder (ldquoCode Withholding Sectionrdquo) At the Closing Seller shall deliver to
Purchaser a certificate stating that Seller is not a foreign person in the form then required
by the Code Withholding Section or a withholding certificate from the Internal Revenue
Service In the event Seller fails to deliver the aforesaid certificate or in the event that
Purchaser is not entitled under the Code Withholding Section to rely on such certificate
Purchaser shall deduct and withhold from the Purchase Price a sum equal to 10 thereof
and shall at Closing remit the withheld amount with the required forms to the Internal
Revenue Service
18 Title Report Acceptable Title (a) Purchaser shall promptly after the date
hereof or after receipt of the mortgage commitment letter if applicable order a title
insurance report from the Title Company Promptly after receipt of the title report and
thereafter of any continuations thereof and supplements thereto Purchaser shall forward a
copy of each such report continuation or supplement to the attorney for Seller Purchaser
shall further notify Sellerrsquos attorney of any other objections to title not reflected in such
title report of which Purchaser becomes aware following the delivery of such report
reasonably promptly after becoming aware of such objections
(b) Any unpaid taxes assessments water charges and sewer rents
together with the interest and penalties thereon to a date not less than two days following
- 10 -
the date of Closing and any other liens and encumbrances which Seller is obligated to
pay and discharge or which are against corporations estates or other persons in the chain
of title together with the cost of recording or filing any instruments necessary to
discharge such liens and encumbrances of record may be paid out of the proceeds of the
monies payable at the Closing if Seller delivers to Purchaser at the Closing official bills
for such taxes assessments water charges sewer rents interest and penalties and
instruments in recordable form sufficient to discharge any other liens and encumbrances
of record Upon request made a reasonable time before the Closing Purchaser shall
provide at the Closing separate checks for the foregoing payable to the order of the holder
of any such lien charge or encumbrance and other wise complying with subpara 3(b) If
the Title Company is willing to insure Purchaser that such charges liens and
encumbrances will not be collected out of or enforced against the Unit and is willing to
insure the lien of Purchaserrsquos Institutional Lender (as hereinafter defined) free and clear
of any such charges liens and encumbrances then Seller shall have the right in lieu of
payment and discharge to deposit with the Title Company such funds or to give such
assurances or to pay such special or additional premiums as the Title Company may
require in order to so insure In such case the charges liens and encumbrances with
respect to which the Title Company has agreed so to insure shall not be considered
objections to title
(c) Seller shall convey and Purchaser shall accept fee simple title to the
Unit in accordance with the terms of this Contract subject only to (a) the Permitted
Exceptions and (b) such other matters as (i) the Title Company or any other title insurer
licensed to do business by the State of New York shall be willing without special or
additional premium to omit as exceptions to coverage or to except with insurance against
collection out of or enforcement against the Unit and (ii) shall be accepted by any lender
which has committed in writing to provide mortgage financing to Purchaser for the
purchase of the Unit (ldquoPurchaserrsquos Institutional Lenderrdquo) except that if such
acceptance by Purchaserrsquos Institutional Lender is unreasonably withheld or delayed such
acceptance shall be deemed to have been given
(d) Notwithstanding any contrary provisions in this Contract express or
implied or any contrary rule of law or custom if Seller shall be unable to convey the
Unit in accordance with this Contract (provided that Seller shall release discharge or
otherwise cure at or prior to Closing any matter created by Seller after the date hereof and
any existing mortgage unless this sale is subject to it) and if Purchaser elects not to
complete this transaction without abatement of the Purchase Price the sole obligation and
liability of Seller shall be to refund the Downpayment to Purchaser together with the
reasonable cost of the examination of title to and departmental violation searches in
respect of the Unit and upon the making of such refund and payment this Contract shall
be deemed cancelled and of no further force or effect and neither party shall have any
further rights against or obligations or liabilities to the other by reason of this Contract
However nothing contained in this subpara 18(d) shall be construed to relieve Seller
from liability due to a willful default
- 11 -
19 Risk of Loss Casualty (a) The risk of loss or damage to the Unit or the
personal property included in this sale by fire or other casualty until the earlier of the
Closing or possession of the Unit by Purchaser is assumed by Seller but without any
obligation of Seller to repair or replace any such loss or damage unless Seller elects to do
so as hereinafter provided Seller shall notify Purchaser of the occurrence of any such
loss or damage to the Unit or the personal property included in this sale within 10 days
after such occurrence or by the date of Closing whichever first occurs and by such
notice shall state whether or not Seller elects to repair or restore the Unit andor the
personal property as the case may be If Seller elects to make such repairs and
restorations Sellerrsquos notice shall set forth an adjourned date for the Closing which shall
be not more than 60 days after the date of the giving of Sellerrsquos notice If Seller either
does not elect to do so or having elected to make such repairs and restorations fails to
complete the same on or before said adjourned date for the Closing Purchaser shall have
the following options
(i) To declare this Contract cancelled and of no further force or
effect and receive a refund of the Downpayment in which event neither party shall
thereafter have any further rights against or obligations or liabilities to the other by
reason of this Contract or
(ii) To complete the purchase in accordance with this Contract
without reduction in the Purchase Price except as provided in the next sentence If Seller
carries hazard insurance covering such loss or damage Seller shall turn over to Purchaser
at the Closing the net proceeds actually collected by Seller under the provisions of such
hazard insurance policies to the extent that they are attributable to loss of or damage to
any property included in this sale less any sums theretofore expended by Seller in
repairing or replacing such loss or damage or in collecting such proceeds and Seller shall
assign (without recourse to Seller) Sellerrsquos right to receive any additional insurance
proceeds which are attributable to the loss of or damage to any property included in this
sale
(b) If Seller does not elect to make such repairs and restorations
Purchaser may exercise the resulting option under (i) or (ii) of (a) above only by notice
given to Seller within 10 days after receipt of Sellerrsquos notice If Seller elects to make such
repairs and restorations and fails to complete the same on or before the adjourned closing
date Purchaser may exercise either of the resulting options within 10 days after the
adjourned closing date
(c) In the event of any loss of or damage to the Common Elements which
materially and adversely affects access to or use of the Unit arising after the date of this
Contract but prior to the Closing Seller shall notify Purchaser of the occurrence thereof
within 10 days after such occurrence or by the date of Closing whichever occurs first in
which event Purchaser shall have the following options
- 12 -
(i) To complete the purchase in accordance with this Contract
without reduction in the Purchase Price or
(ii) To adjourn the Closing until the first to occur of (1)
completion of the repair and restoration of the loss or damage to the point that there is no
longer a materially adverse effect on the access to or use of the Unit or (2) the 60th day
after the date of the giving of Sellerrsquos aforesaid notice In the event Purchaser elects to
adjourn the Closing as aforesaid and such loss or damage is not so repaired and restored
within 60 days after the date of the giving of Sellerrsquos aforesaid notice then Purchaser
shall have the right either to (x) complete the purchase in accordance with this Contract
without reduction in the Purchase Price or (y) declare this Contract cancelled and of no
further force or effect and receive a refund of the Downpayment in which latter event
neither party shall thereafter have any further rights against or obligations or liabilities
to the other by reason of this Contract
(d) In the event of any loss of or damage to the Common Elements which
does not materially and adversely affect access to or use of the Unit Purchaser shall
accept title to the Unit in accordance with this Contract without abatement of the
Purchase Price
20 Internal Revenue Service Reporting Requirement Each party shall
execute acknowledge and deliver to the other party such instruments and take such other
actions as such other party may reasonably request in order to comply with IRC sect
6045(e) as amended or any successor provision or any regulations promulgated pursuant
thereto insofar as the same requires reporting of information in respect of real estate
transactions The provisions of this para 20 shall survive the Closing The parties
designate _________________________________ as the attorney responsible for
reporting this information as required by law
21 Broker Seller and Purchaser represent and warrant to each other that the only
real estate broker with whom they have dealt in connection with this Contract and the
transaction set forth herein is ______________________________ and that they know of
no other real estate broker who has claimed or may have the right to claim a commission
in connection with this transaction The commission of such real estate broker shall be
paid by Seller pursuant to separate agreement If no real estate broker is specified above
the parties acknowledge that this Contract was brought about by direct negotiation
between Seller and Purchaser and each represents to the other that it knows of no real
estate broker entitled to a commission in connection with this transaction Seller and
Purchaser shall indemnify and defend each other against any costs claims or expenses
(including reasonable attorneysrsquo fees) arising out of the breach on their respective parts of
any representation warranty or agreement contained in this para 21 The provisions of
this para 21 shall survive the Closing or if the Closing does not occur the termination of
this Contract
- 13 -
22 Mortgage Commitment Contingency (Delete paragraph if inapplicable) (a)
The obligation of Purchaser to purchase under this Contract is conditioned upon issuance
on or before ____________ days after a fully executed copy of this Contract is given to
Purchaser or Purchaserrsquos attorney in the manner set forth in paragraph 14 or
subparagraph 22(k) (the ldquoCommitment Daterdquo) 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 Purchasers sole cost and expense of $______________ for a term of at least _______
years (or such lesser sum or shorter term as Purchaser shall be willing to accept) at the
prevailing fixed or adjustable rate of interest and on other customary commitment terms
(the ldquoCommitmentrdquo) To the extent a Commitment is conditioned on the sale of
Purchaserrsquos current home payment of any outstanding debt no material adverse change
in Purchaserrsquos 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 Lenderrsquos approval of an appraisal shall not be deemed a ldquoCommitmentrdquo
hereunder until an appraisal is approved (and if that does not occur before the
Commitment Date Purchaser may cancel under subparagraph 22(e) unless the
Commitment Date is extended) Purchaserrsquos 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 Purchaserrsquos
election more than one Institutional Lender for such mortgage loan (ii) furnish accurate
and complete information regarding Purchaser and members of Purchaserrsquos 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 22(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 (ldquoMortgage Brokerrdquo) shall constitute full compliance with
the terms and conditions set forth in subparagraph 22(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 22
- 14 -
(e) If no Commitment is issued by the 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 22(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 22
(f) If this Contract is canceled by Purchaser pursuant to subparagraphs
22(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 21
(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 22(a) then Purchaser shall be deemed to have waived
Purchaserrsquos right to cancel this Contract and to receive a refund of the Downpayment by
reason of the contingency contained in this paragraph 22
(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 of its obligations under this
paragraph 22) and except as set forth in paragraph 21
(i) The attorneys for the parties are hereby authorized to give and receive
on behalf of their clients all Notices and deliveries under this paragraph 22
(j) For purposes of this Contract the term ldquoInstitutional Lenderrdquo 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
(k) For purposes of subparagraph (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
- 15 -
23 Gender Etc As used in this Contract the neuter includes the masculine and
feminine the singular includes the plural and the plural includes the singular as the
context may require
24 Entire Contract All prior understandings and agreements between Seller and
Purchaser are merged in this Contract and this Contract supersedes any and all
understandings and agreements between the parties and constitutes the entire agreement
between them with respect to the subject matter hereof
25 Captions The captions in this Contract are for convenience and reference
only and in no way define limit or describe the scope of this Contract and shall not be
considered in the interpretation of this Contract or any provision hereof
26 No Assignment by Purchaser Purchaser may not assign this Contract or any
of Purchaserrsquos rights hereunder
27 Successors and Assigns Subject to the provisions of para 26 the provisions
of this Contract shall bind and inure to the benefit of both Purchaser and Seller and their
respective distributees executors administrators heirs legal representatives successors
and permitted assigns
28 No Oral Changes This Contract cannot be changed or terminated orally Any
changes or additional provisions must be set forth in a rider attached hereto or in a
separate written agreement signed by both parties to this Contract
29 Contract Not Binding Until Signed This Contract shall not be binding or
effective until properly executed and delivered by Seller and Purchaser
30 Lead-Based Paint If applicable the complete and fully executed disclosure
of information on lead-based paint andor lead-based paint hazards is attached hereto and
made a part hereof
IN WITNESS WHEREOF the parties hereto have duly executed this Contract
on the day and year first above written
Seller Purchaser
_________________________________ ____________________________________
- 16 -
Agreed to as to para 16 ________________________________
Giddins Claman LLP Escrowee
Escrow Depository
Address
SCHEDULE A - Permitted Exceptions
1 Zoning laws and regulations and landmark historic or wetlands designation
which are not violated by the Unit and which are not violated by the Common Elements
to the extent that access to or use of the Unit would be materially and adversely affected
2 Consents for the erection of any structure or structures on under or above any
street or streets on which the Building may abut
3 The terms burdens covenants restrictions conditions easements and rules
and regulations set forth in the Declaration By-Laws and rules and regulations of the
Condominium the Power of Attorney from Purchaser to the board of managers of the
Condominium and the floor plans of the Condominium all as may be amended from time
to time
4 Rights of utility companies to lay maintain install and repair pipes lines
poles conduits cable boxes and related equipment on over and under the Building and
Common Elements provided that none of such rights imposes any monetary obligation
on the owner of the Unit or materially interferes with the use of or access to the Unit
5 Encroachments of stoops areas cellar steps trim cornices lintels window
sills awnings canopies ledges fences hedges coping and retaining walls projecting
from the Building over any street or highway or over any adjoining property and
encroachments of similar elements projecting from adjoining property over the Common
Elements
6 Any state of facts which an accurate survey or personal inspection of the
Building Common Elements or Unit would disclose provided that such facts do not
prevent the use of the Unit for dwelling purposes For the purposes of this Contract none
of the facts shown on the survey if any identified below shall be deemed to prevent the
use of the Unit for dwelling purposes and Purchaser shall accept title subject thereto
- 17 -
The survey referred to in No 6 above was prepared by
___________________________ dated _____________________ and last revised
____________________
7 The lien of any unpaid common charge real estate tax water charge sewer
rent or vault charge provided the same are paid or apportioned at the Closing as herein
provided
8 The lien of any unpaid assessments to the extent of installments thereof
payable after the Closing
9 Liens encumbrances and title conditions affecting the Common Elements
which do not materially and adversely affect the right of the Unit owner to use and enjoy
the Common Elements
10 Notes or notices of violations of law or governmental orders ordinances or
requirements (a) affecting the Unit and noted or issued subsequent to the date of this
Contract by any governmental department agency or bureau having jurisdiction and (b)
any such notes or notices affecting only the Common Elements which were noted or
issued prior to or on the date of this Contract or at any time hereafter
11 Any other matters or encumbrances subject to which Purchaser is required to
accept title to the Unit pursuant to this Contract
ABOUT THE SPEAKERS
Lisa Lippman Senior Vice President and Director was the 1 broker at Brown Harris Stevens in 2009 With 13 years of experience selling real estate Lisa specializes in the sale of high end cooperatives condominiums and townhomes throughout Manhattan As is clear from her record even in tough times Lisa manages to both sell and find homes for her clients
Other awards Lisa has won in the last few years include
middotWall Street Journal top 400-Lisa was 11 in the nation and 2 in Manhattan 2009middotWall Street Journal top 50 brokers in America 2007middotBrown Harris Stevens Westside Office Broker of the Year All Years 2006 - 2009 middotBrown Harris Stevens Westside Office Listing Broker of the Year 2007 2008 2009middotBrown Harris Stevens Largest New Development Deal of the Year 2009
Prior to becoming a real estate broker Lisa spent several years as a lawyer practicing litigation at two prestigious law firms She graduated from The University of Pennsylvania in 1986 and earned her law degree from Cardozo in 1990 Lisarsquos legal background affords her a keen understanding of the negotiation process as well as the complexities needed to complete the deal
A New York City resident for 24 years Lisa offers impeccable knowledge of the market as it applies across all neighborhoods She has lived downtown on the Upper East Side and has now resided on the Upper West Side for the past 14 years Additionally as the mother of three children Lisa is personally involved in the decisions all buyers face in choosing a neighborhood and a home
Lisa takes pride in being a straight-forward intelligent and honest broker She understands the individual needs of each client as well as their comfort with the purchase andor sale process Her listening talents combined with her unbeatable memory work ethic and negotiation skills allow her to service her buyers and sellers most effectively Lisa is also active in the New York community including the UJA and her childrenrsquos school All of this enables her to offer a well-rounded approach to navigating the New York real estate landscape bringing to life the nuances and charms that the City and its real estate market have to offer
LISA LIPPMANSenior Vice PresidentDirector
Lisa Lippman bull 212- 588-5606 bull fax 212-418-9733 bull llippmanbhsusacom
GIDDINS bull CLAMAN LLP
Attorneys at Law
675 THIRD AVENUE
29TH
FLOOR
NEW YORK NEW YORK 10017
(212)573-6703
FAX (212)949-1923 Paul M Giddins
Scott Claman
Giddins Claman LLP ndash Firm Biography
Giddins Claman LLP (formerly Giddins Claman amp Langs LLP) was
established in 1988 by Paul M Giddins formerly an Assistant District Attorney in
the New York County District Attorneyrsquos Office For over 20 years the firm has
specialized in real estate matters in the New York City metropolitan area with an
active transactional real estate practice Mr Giddins has specialized in residential
real estate during that time In addition to purchase sale and refinance transactions
Mr Giddins represents cooperative apartment boards of directors and condominium
boards of managers Mr Giddins also regularly gives lectures and seminars on real
estate matters for many of the prominent real estate brokerage firms in New York
Scott Claman has been in the practice of law in New York for over 26 years
and joined the firm as a member in 1996 having previously been a partner at a law
firm that specialized in the representation of cooperative apartment boards of
directors and condominium boards of managers Mr Claman is regularly engaged
in a variety of transactional real estate matters ranging from commercial leasing
mortgage financing and asset dispositions to individual apartment and house sales
In addition to individual and institutional owners of residential and commercial real
estate Mr Claman also represents cooperative apartment boards of directors and
condominium boards of managers and has given numerous lectures and seminars
on real estate matters for the Real Estate Board of New York and for many of the
prominent real estate brokerage firms in New York
Steven M Nachman serves as Of Counsel to the firm in connection with
commercial and general litigation matters Mr Nachman formerly associated with
the firm of Stroock amp Stroock amp Lavan has over 20 years of civil litigation
experience
Giddins Claman LLP is proud to provide our clients with the benefits of our
collective experience as seasoned litigators and transactional real estate specialists
while maintaining our personal commitment to represent our clients in a manner
associated with a smaller practice
ManhattanResidential Market Report
Fourth Quarter 2010
Manhattan Cooperatives and Condominiums
2 Fourth Quarter 2010
Average and Median Sale Price
Cooperative Average Sale Price
Condominium Average Sale Price
Cover Property BrownHarrisStevenscom WEB272151
Average Sale Price Median Sale Price
Prices for Manhattan apartments continued to edge upward
as their average sale price of $1432787 was 8 higher
than a year ago This marked the sixth straight quarter that
the average price has risen While the number of recorded
transactions fell 25 from a year ago the fourth quarter of 2009
was uncharacteristically busy due to pent-up demand after the
collapse of Lehman Brothers had frozen the market earlier that year
The average co-op price continued to rise sharply as
more buyers favored larger apartments compared to a year ago Two-bedroom and larger
units accounted for 45 of co-op sales up from 40 a year ago This helped push
the overall average co-op price up 17 from 2009rsquos fourth
quarter to $1158333
Condo prices averaged $1751219 during the fourth
quarter 1 higher than a year ago One-bedrooms posted the
biggest increase in average price rising 9 over the past year
to $844964
Studio 1-Bedroom 2-Bedroom 3+Bedroom All
4th Q 10 $342545 $593718 $1231116 $3150700 $1158333
3rd Q 10 $366086 $606444 $1206257 $3049980 $1156733
2nd Q 10 $356696 $597311 $1301392 $2872496 $1065814
1st Q 10 $334307 $587538 $1132150 $3098881 $1079195
4th Q 09 $345725 $585238 $1133967 $3001012 $990921
Studio 1-Bedroom 2-Bedroom 3+Bedroom All
4th Q 10 $495002 $844964 $1637638 $4567750 $1751219
3rd Q 10 $495876 $809514 $1596021 $3835376 $1724180
2nd Q 10 $464559 $840829 $1570772 $3922994 $1686690
1st Q 10 $529970 $819785 $1608375 $4250098 $1730415
4th Q 09 $554568 $772525 $1583362 $4574080 $1732362
Average Sale Price Median Sale Price
$1600000
$1400000
$1200000
$1000000
$800000
$400000
$600000
$1369883 $820000
1Q10
$1324504 $800000
4Q09
$1432787 $840000
4Q10
$1423378 $890000
3Q10
$1377135 $842779
2Q10
Fourth Quarter 2010 3
New Developments Lofts
Time on the Market
Excludes new developments and units listed over one year Based on the last asking price Excludes new developments
Average Price Per Square Foot
New development prices averaged $1099 per square foot 11 less than during the fourth quarter of 2009 This was due in part to an increase in the percent of new development sales in Northern Manhattan from 9 a year ago to 15 At $1052 the average price per square foot for loft apartments was 3 higher than during 2009rsquos fourth quarter
Apartments sold during the quarter spent an average of 113 days on the market 14 less time than a year ago Sellers received 955 of the last asking price up slightly from the fourth quarter of 2009
Asking Vs Selling Price
$700
$900
$1100
$1300 $1099
4Q10
$1238
4Q09
$1146
1Q10 2Q10
$1176
$700
$900
$1100
$1300 $1052
4Q10
$1017
4Q09
$1037
1Q10
$1066
2Q10
$1112
3Q10
$1077
3Q10
75 days
100 days
125 days
150 days 113
4Q10
132
4Q09
119
1Q10
112
2Q10
85
90
95
100 955
4Q10
954
4Q09
962
1Q10
97
3Q10
959
3Q10
966
2Q10
Generally 59th to 96th Street Fifth Avenue to the East River
Cooperative Condominium
East sidE
4 Fourth Quarter 2010
Average Price Per Square Foot
At an average of $1581971 prices for two-bedroom East Side
apartments were 14 higher than a year ago The average price fell
13 for three-bedroom and larger apartments due in part to 2 closings
of over $30 million a year ago inflating that figure Co-ops fared better than condos as the average
price per room rose for both prewar and postwar co-ops over the past year
while the average condo price per square foot fell
Average Price Per Room
4Q09 4Q10
Studio 1-Bedroom 2-Bedroom 3+Bedroom
Percent of Sales
4th Q 09 10 35 36 19
4th Q 10 11 39 28 22
Average Price
4th Q 09 $351462 $647300 $1383364 $4146087
4th Q 10 $355459 $647207 $1581971 $3605513
Change 1 0 14 -13
$100000
$300000
$150000
$200000
$250000
$350000
$400000
$50000
$200
$1000
$400
$600
$800
$1200
$1400
$0
Postwar
$204713 $210559
Prewar
$348425 $383335
4Q10
$1126
4Q09
$1168
Generally 59th to 110th Street Hudson River to West of Fifth Avenue
WEst sidE
Fourth Quarter 2010 5
Cooperative CondominiumAverage Price Per Room Average Price Per Square Foot
With the exception of studios prices rose for all other size categories of apartments on
the West Side led by a 21 gain in the average price for
three-bedroom and larger units This increase was helped by
535 West End Avenue whose three-bedroom closing prices averaged over $115 million
in the fourth quarter Co-ops remained strong as the average
price per room rose 21 for prewar and 12 for postwar co-ops on the West Side The average condo price per square
foot rose 3 to $1309 making the West Side the only
area where both co-op and condo prices were higher
than a year ago
4Q09 4Q10
Studio 1-Bedroom 2-Bedroom 3+Bedroom
Percent of Sales
4th Q 09 10 37 37 16
4th Q 10 8 33 38 21
Average Price
4th Q 09 $417466 $656421 $1326640 $3325062
4th Q 10 $391228 $766529 $1378920 $4030338
Change -6 17 4 21
$125000
$225000
$150000
$175000
$200000
$250000
$275000
$100000
$200
$1000
$400
$600
$800
$1200
$1400
$0
4Q09
$1267
4Q10
$1309
Prewar
$215967 $260653
Postwar
$189264 $212348
MidtoWn East Generally 34th to 59th Street Fifth Avenue to the East River
MidtoWn
MidtoWn WEst Generally 34th to 59th Street Hudson River to West of Fifth Avenue
6 Fourth Quarter 2010
Cooperative Condominium
Cooperative Condominium
Average Price Per Room Average Price Per Square Foot
Average Price Per Room Average Price Per Square Foot
A couple of high-end closings at The Plaza and One Beacon Court helped bring the average condo price per square foot 27 higher in the Midtown East market compared
to a year ago The average price per room fell 5 for prewar while rising
8 for postwar co-ops
The average price per square foot rose 12 for condos over the
past year in the Midtown West market A number of closings at The Sheffield and Platinum
helped bring up this figure The average price per room fell for
both prewar and postwar co-ops in this market compared
to a year ago
$175000
$100000
$125000
$150000
$200000
$225000
$1000
$250
$500
$750
$1250
$1500
4Q09 4Q10
$212198 $200857
Prewar
$188662 $204639
Postwar
$1171
4Q09
$1485
4Q10
$252044 $199029 $231213 $221850 $1180$1055
4Q10Prewar Postwar 4Q09
$1000
$250
$500
$750
$1250
$1500
4Q09 4Q10
$200000
$50000
$100000
$150000
$250000
$300000
Cooperative Condominium
Fourth Quarter 2010 7
Average Price Per Room Average Price Per Square Foot
South of 34th Street
doWntoWn
While the average price fell 23 for three-bedroom and
larger apartments Downtown from a year ago a large
number of closings at the Superior Ink building inflated 2009rsquos figure This also is a reason why the overall condo
price per square foot fell 10 from a year ago The average
co-op price per room rose 13 for prewar and 4 for
postwar units from 2009rsquos fourth quarter
4Q09 4Q10
Studio 1-Bedroom 2-Bedroom 3+Bedroom
Percent of Sales
4th Q 09 17 43 28 12
4th Q 10 16 41 31 12
Average Price
4th Q 09 $452722 $704292 $1615877 $4665379
4th Q 10 $444618 $741919 $1581625 $3605513
Change -2 5 -2 -23
Prewar
$208503 $235826
Postwar
$188600 $195854
$100000
$200000
$125000
$150000
$175000
$225000
$250000
$75000
$800
$1200
$900
$1000
$1100
$1300
$1400
$700
4Q09
$1326
4Q10
$1194
Cooperative CondominiumAverage Price Per Room Average Price Per Square Foot
Generally North of 96th Street on the East Side and 110th Street on the West Side
NEW YORK CITY bull PALM BEACH bull THE HAMPTONS bull NORTH FORK 2129069200
EAST SIDE445 Park AvenueHall F Willkie PresidentRuth McCoy EVPManaging Director of Sales
UPPER EAST SIDE1121 Madison AvenuePeter R Marra EVPManaging Director of Sales
EDWARD LEE CAVE DIVISION790 Madison AvenueCaroline E Y GuthriePresident
WEST SIDE1926 BroadwayJames M Gricar EVP Managing Director of Sales
BROOKLYN HEIGHTS129 Montague StreetChristopher Thomas EVPManaging Director of Sales
PARK SLOPE100 Seventh AvenueMaryAnn Albano EVPManaging Director of Sales
NEW DEVELOPMENT445 Park Avenue James M GricarManaging DirectorBrown Harris Stevens On-Site Marketing and Sales
Prepared by Gregory Heym Chief Economist Brown Harris Stevenscopy2010 by Brown Harris Stevens All Rights Reserved This information may not be copied used or distributed without Brown Harris Stevensrsquo consent While information is believed true no guaranty is made of accuracy
While the average price fell for three-bedroom and larger apartments it was higher for
all other size categories in Northern Manhattan Condo
prices rose slightly as their average price per square foot of $566 was up 1 from a
year ago The average price per room fell for both prewar and
postwar co-ops compared to a year ago
This report is based on 1901 reported Manhattan apartment sales 25 less than were reported during last yearrsquos comparable period
VILLAGE2 Fifth AvenueKevin Kovesci EVPManaging Director of Sales
TRIBECA43 North MooreKevin Kovesci EVPManaging Director of Sales
northErn Manhattan
Studio 1-Bedroom 2-Bedroom 3+Bedroom
Percent of Sales
4th Q 09 6 35 43 16
4th Q 10 8 38 38 16
Average Price
4th Q 09 $227611 $352759 $567332 $1101778
4th Q 10 $319798 $394509 $577071 $710832
Change 41 12 2 -35
$100
$500
$200
$300
$400
$600
$700
$0
4Q09 4Q10
4Q09
$563
4Q10
$566
$70000
$110000
$80000
$90000
$100000
$120000
$130000
$60000
Prewar
$120601 $97757
Postwar
$110104 $106330
Faculty Biographies
REAL PROPERTY SECTION gt Officer Bio
Chair Leo Genn Esq
Office Address Northside Center for Child Development 1301 Fifth Ave New York NY 10029-3119
Phone 212-426-3406 Fax 212-410-7561 Email lgenn_esqyahoocom
After working briefly as a litigator Mr Genn became House Counsel at NorthsideCenter for Child Development a Manhattan-based not for profit where he handles contract negotiations commercial leasing property management and insurance issues Mr Genn also writes government grants Before law school Mr Genn spent eight years managing commercial and residential real estate in New York City Mr Genn has also worked for New York Citys Office of Economic Development In March 2002 Mr Genns article on the notice requirements in foreclosure proceedings appeared on thecover of the New York Real Estate Law Reporter Mr Gennrsquos favorite law quote is Oliver Wendell Holmes remark A word is not a crystal transparent and unchanged it isthe skin of a living thought and may vary greatly in color and content according to thecircumstances and time in which it is used Mr Gennrsquos favorite case is Raffles v
ichelhaus and his favorite legal fiction is promissory estoppel W
Paul M Giddins Partner
Giddins Claman LLP Paul M Giddins is a partner at Giddins Claman LLP a law firm in New York City Mr Giddins received a Bachelor of Arts degree from Trinity College- Hartford and a law degree from American University Washington School of Law
LISA LIPPMAN | Senior Vice President Director | Licensed Associate Real Estate Broker
printer friendly page
1926 Broadway New York NY 10023 Tel (212) 588-5606 Fax (212) 418-9733 llippmanbhsusacom download contact info view current listings view sold listings
FEATURED PROPERTY - UPPER EAST SIDE
2COOPERATIVE
25 EAST 79TH STREET
rice $1299000
isting ID 1127158
PBedrooms 2 Baths 20 L
Lisa Lippman Senior Vice President and Director was the 1 broker at Brown Harris Stevens in 2009 With 13 years of experience selling real estate Lisa specializes in the sale of high end cooperatives condominiums and townhomes throughout Manhattan As is clear from her record even in tough times Lisa manages to both sell and find homes for her clients Other awards Lisa has won in the last few years include middotWall Street Journal top 400-Lisa was 11 in the nation and 2 in Manhattan 2009 middotWall Street Journal top 50 brokers in America 2007 middotBrown Harris Stevens Westside Office Broker of the Year All Years 2006 - 2009 middotBrown Harris Stevens Westside Office Listing Broker of the Year 2007 2008 2009 middotBrown Harris Stevens Largest New Development Deal of the Year 2009 Prior to becoming a real estate broker Lisa spent several years as a lawyer practicing litigation at two prestigious law firms She graduated from The University of Pennsylvania in 1986 and earned her law degree from Cardozo in 1990 Lisas legal background affords her a keen understanding of the negotiation process as well as the complexities needed to complete the deal A New York City resident for 24 years Lisa offers impeccable knowledge of the market as it applies across all neighborhoods She has lived downtown on the Upper East Side and has now resided on the Upper West Side for the past 14 years Additionally as the mother of three children Lisa is personally involved in the decisions all buyers face in choosing a neighborhood and a home Lisa takes pride in being a straight-forward intelligent and honest broker She understands the individual needs of each client as well as their comfort with the purchase andor sale process Her listening talents combined with her unbeatable memory work ethic and negotiation skills allow her to service her buyers and sellers most effectively Lisa is also active in the New York community including the UJA and her childrens school All of this enables her to offer a well-rounded approach to navigating the New York real estate landscape bringing to life the nuances and charms that the City and its real estate market have to offer
- 6 -
(as determined by a letter or certificate to be obtained by Seller from such supplier)
including any sales taxes
(b) If at the time of Closing the Unit is affected by an assessment which is
or may become payable in installments then for the purposes of this Contract only the
unpaid installments which are then due shall be considered due and are to be paid by
Seller at the Closing All subsequent installments at the time of Closing shall be the
obligation of Purchaser
(c) Any errors or omissions in computing closing adjustments shall be
corrected This subpara 7(c) shall survive the Closing
(d) If the Unit is located in the City of New York the ldquocustoms in respect
to title closingsrdquo recommended by The Real Estate Board of New York Inc as amended
and in effect on the date of Closing shall apply to the adjustments and other matters
therein mentioned except as otherwise provided herein
8 Right of First Refusal If so provided in the Declaration or By-Laws this
sale is subject to and conditioned upon the waiver of a right of first refusal to purchase
the Unit held by the Condominium and exercisable by the Board Seller agrees to give
notice promptly to the Board of the contemplated sale of the Unit to Purchaser which
notice shall be given in accordance with the terms of the Declaration and By-Laws and
Purchaser agrees to provide promptly all applications information and references
reasonably requested by the Board If the Board shall exercise such right of first refusal
Seller shall promptly refund to Purchaser the Downpayment (which term for all purposes
of this Contract shall be deemed to include interest if any earned thereon) and upon the
making of such refund this Contract shall be deemed cancelled and of no further force or
effect and neither party shall have any further rights against or obligations or liabilities
to the other by reason of this Contract If the Board shall fail to exercise such right of
first refusal within the time and in the manner provided for in the Declaration or By-Laws
or shall declare in writing its intention not to exercise such right of first refusal (a copy of
which writing shall be delivered to Purchaser promptly following receipt thereof) the
parties hereto shall proceed with this sale in accordance with the provisions of this
Contract
9 Processing Fee Seller shall at the Closing pay all fees and charges payable
to the Condominium (andor its managing agent) in connection with this sale and
customarily charged to Sellers by the Condominium including without limitation
any processing fee the legal fees if any of the Condominiumrsquos attorney in connection
with this sale and unless otherwise agreed to by Seller and Purchaser in writing all ldquoflip
taxesrdquo transfer or entrance fees or similar charges if any payable to or for the
Condominium or otherwise for the benefit of the Condominium unit owners which arise
by reason of this sale Purchaser shall pay all fees customarily charged to Purchasers
by the Condominium or Managing Agent
- 7 -
10 No Other Representations Purchaser has examined and is satisfied with the
Declaration By-Laws and rules and regulations of the Condominium or has waived the
examination thereof Purchaser has inspected the Unit its fixtures appliances and
equipment and the personal property if any included in this sale as well as the Common
Elements of the Condominium and knows the condition thereof and subject to subpara
5(f) agrees to accept the same ldquoas isrdquo ie in the condition they are in on the date hereof
subject to normal use wear and tear between the date hereof and the Closing Purchaser
has examined or waived examination of the last audited financial statements of the
Condominium and has considered or waived consideration of all other matters pertaining
to this Contract and to the purchase to be made hereunder and does not rely on any
representations made by any broker or by Seller or anyone acting or purporting to act on
behalf of Seller as to any matters which might influence or affect the decision to execute
this Contract or to buy the Unit or said personal property except those representations
and warranties which are specifically set forth in this Contract
11 Possession Seller shall prior to the Closing remove from the Unit all
furniture furnishings and other personal property not included in this sale shall repair
any damage caused by such removal and shall deliver exclusive possession of the Unit at
the Closing vacant broom-clean and free of tenancies or other rights of use or
possession
12 Access Seller shall permit Purchaser and its architect decorator or other
authorized persons to have the right of access to the Unit between the date hereof and the
Closing for the purpose of inspecting the same and taking measurements at reasonable
times and upon reasonable prior notice to Seller (by telephone or otherwise) Further
Purchaser shall have the right to inspect the Unit at a reasonable time during the 24-hour
period immediately preceding the Closing
13 Defaults and Remedies (a) If Purchaser defaults hereunder Sellerrsquos sole
remedy shall be to retain the Downpayment as liquidated damages it being agreed that
Sellerrsquos damages in case of Purchaserrsquos default might be impossible to ascertain and that
the Downpayment constitutes a fair and reasonable amount of damages under the
circumstances and is not a penalty
(b) If Seller defaults hereunder Purchaser shall have such remedies as
Purchaser shall be entitled to at law or in equity including but not limited to specific
performance
14 Notices Any notice request or other communication (ldquoNoticerdquo) given or
made hereunder (except for the notice required by para 12) shall be in writing and either
(a) sent by any of the parties hereto or their respective attorneys by registered or certified
mail return receipt requested postage prepaid or (b) delivered in person or by overnight
courier with receipt acknowledged to the address given at the beginning of this Contract
for the party to whom the Notice is to be given or to such other address for such party as
said party shall hereafter designate by Notice given to the other party pursuant to this
- 8 -
para 14 or (c) with respect to para 6(a)(viii) or para 18(b) sent by fax to the partyrsquos
attorney Each Notice mailed shall be deemed given on the third business day following
the date of mailing the same and each Notice delivered in person or by overnight courier
shall be deemed given when delivered A copy of each notice sent to a party shall also be
sent to the partyrsquos attorney Each notice sent by fax shall be deemed given when
transmission is confirmed by the senders fax machine The attorneys for the parties are
hereby authorized to give and receive on behalf of their clients all Notices and deliveries
15 Purchaserrsquos Lien The Downpayment and all other sums paid on account of
this Contract and the reasonable expenses of the examination of title to and departmental
violation searches in respect of the Unit are hereby made a lien upon the Unit but such
lien shall not continue after default by Purchaser hereunder
16 Downpayment in Escrow (a) Sellerrsquos attorney (ldquoEscroweerdquo) shall hold the
Downpayment in escrow in a segregated bank account at the depository identified at the
end of this Contract until Closing or sooner termination of this Contract and shall pay
over or apply the Downpayment in accordance with the terms of this para 16 Escrowee
shall hold the Downpayment in a(n) interest-bearing Escrow account for the benefit of
the parties If interest is held for the benefit of the parties it shall be paid to the party
entitled to the Downpayment and the party receiving the interest shall pay any income
taxes thereon If interest is not held for the benefit of the parties the Downpayment shall
be placed in an IOLA account or as otherwise permitted or required by law The Social
Security or Federal Identification numbers of the parties shall be furnished to Escrowee
upon request At Closing the Downpayment shall be paid by Escrowee to Seller If for
any reason Closing does not occur and either party gives Notice (as defined in paragraph
14) to Escrowee demanding payment of the Downpayment Escrowee shall give prompt
Notice to the other party of such demand If Escrowee does not receive Notice of
objection from such other party to the proposed payment within 10 business days after
the giving of such Notice Escrowee is hereby authorized and directed to make such
payment If Escrowee does receive such Notice of objection within such 10 day period or
if for any other reason Escrowee in good faith shall elect not to make such payment
Escrowee shall continue to hold such amount until otherwise directed by Notice from the
parties to this Contract or a final nonappealable judgment order or decree of a court
However Escrowee shall have the right at any time to deposit the Downpayment with the
clerk of a court in the county in which the Unit is located and shall give Notice of such
deposit to Seller and Purchaser Upon such deposit or other disbursement in accordance
with the terms of this para 16 Escrowee shall be relieved and discharged of all further
obligations and responsibilities hereunder
(b) The parties acknowledge that Escrowee is acting solely as a
stakeholder at their request and for their convenience and that Escrowee shall not be
liable to either party for any act or omission on its part unless taken or suffered in bad
faith or in willful disregard of this Contract or involving gross negligence on the part of
Escrowee Seller and Purchaser jointly and severally (with right of contribution) agree to
- 9 -
defend (by attorneys selected by Escrowee) indemnify and hold Escrowee harmless from
and against all costs claims and expenses (including reasonable attorneysrsquo fees) incurred
in connection with the performance of Escroweersquos 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 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 Escroweersquos agreement to the provisions of this para 16 by signing in
the place indicated in this Contract
(e) Escrowee or any member of its firm shall be permitted to act as
counsel for Seller in any dispute as to the disbursement of the Downpayment or any other
dispute between the parties whether or not Escrowee is in possession of the
Downpayment and continues to act as Escrowee
(f) The party whose attorney is Escrowee shall be liable for loss of the
Downpayment
17 FIRPTA Seller represents and warrants to Purchaser that Seller is not a
ldquoforeign personrdquo as defined in IRC sect 1445 as amended and the regulations issued
thereunder (ldquoCode Withholding Sectionrdquo) At the Closing Seller shall deliver to
Purchaser a certificate stating that Seller is not a foreign person in the form then required
by the Code Withholding Section or a withholding certificate from the Internal Revenue
Service In the event Seller fails to deliver the aforesaid certificate or in the event that
Purchaser is not entitled under the Code Withholding Section to rely on such certificate
Purchaser shall deduct and withhold from the Purchase Price a sum equal to 10 thereof
and shall at Closing remit the withheld amount with the required forms to the Internal
Revenue Service
18 Title Report Acceptable Title (a) Purchaser shall promptly after the date
hereof or after receipt of the mortgage commitment letter if applicable order a title
insurance report from the Title Company Promptly after receipt of the title report and
thereafter of any continuations thereof and supplements thereto Purchaser shall forward a
copy of each such report continuation or supplement to the attorney for Seller Purchaser
shall further notify Sellerrsquos attorney of any other objections to title not reflected in such
title report of which Purchaser becomes aware following the delivery of such report
reasonably promptly after becoming aware of such objections
(b) Any unpaid taxes assessments water charges and sewer rents
together with the interest and penalties thereon to a date not less than two days following
- 10 -
the date of Closing and any other liens and encumbrances which Seller is obligated to
pay and discharge or which are against corporations estates or other persons in the chain
of title together with the cost of recording or filing any instruments necessary to
discharge such liens and encumbrances of record may be paid out of the proceeds of the
monies payable at the Closing if Seller delivers to Purchaser at the Closing official bills
for such taxes assessments water charges sewer rents interest and penalties and
instruments in recordable form sufficient to discharge any other liens and encumbrances
of record Upon request made a reasonable time before the Closing Purchaser shall
provide at the Closing separate checks for the foregoing payable to the order of the holder
of any such lien charge or encumbrance and other wise complying with subpara 3(b) If
the Title Company is willing to insure Purchaser that such charges liens and
encumbrances will not be collected out of or enforced against the Unit and is willing to
insure the lien of Purchaserrsquos Institutional Lender (as hereinafter defined) free and clear
of any such charges liens and encumbrances then Seller shall have the right in lieu of
payment and discharge to deposit with the Title Company such funds or to give such
assurances or to pay such special or additional premiums as the Title Company may
require in order to so insure In such case the charges liens and encumbrances with
respect to which the Title Company has agreed so to insure shall not be considered
objections to title
(c) Seller shall convey and Purchaser shall accept fee simple title to the
Unit in accordance with the terms of this Contract subject only to (a) the Permitted
Exceptions and (b) such other matters as (i) the Title Company or any other title insurer
licensed to do business by the State of New York shall be willing without special or
additional premium to omit as exceptions to coverage or to except with insurance against
collection out of or enforcement against the Unit and (ii) shall be accepted by any lender
which has committed in writing to provide mortgage financing to Purchaser for the
purchase of the Unit (ldquoPurchaserrsquos Institutional Lenderrdquo) except that if such
acceptance by Purchaserrsquos Institutional Lender is unreasonably withheld or delayed such
acceptance shall be deemed to have been given
(d) Notwithstanding any contrary provisions in this Contract express or
implied or any contrary rule of law or custom if Seller shall be unable to convey the
Unit in accordance with this Contract (provided that Seller shall release discharge or
otherwise cure at or prior to Closing any matter created by Seller after the date hereof and
any existing mortgage unless this sale is subject to it) and if Purchaser elects not to
complete this transaction without abatement of the Purchase Price the sole obligation and
liability of Seller shall be to refund the Downpayment to Purchaser together with the
reasonable cost of the examination of title to and departmental violation searches in
respect of the Unit and upon the making of such refund and payment this Contract shall
be deemed cancelled and of no further force or effect and neither party shall have any
further rights against or obligations or liabilities to the other by reason of this Contract
However nothing contained in this subpara 18(d) shall be construed to relieve Seller
from liability due to a willful default
- 11 -
19 Risk of Loss Casualty (a) The risk of loss or damage to the Unit or the
personal property included in this sale by fire or other casualty until the earlier of the
Closing or possession of the Unit by Purchaser is assumed by Seller but without any
obligation of Seller to repair or replace any such loss or damage unless Seller elects to do
so as hereinafter provided Seller shall notify Purchaser of the occurrence of any such
loss or damage to the Unit or the personal property included in this sale within 10 days
after such occurrence or by the date of Closing whichever first occurs and by such
notice shall state whether or not Seller elects to repair or restore the Unit andor the
personal property as the case may be If Seller elects to make such repairs and
restorations Sellerrsquos notice shall set forth an adjourned date for the Closing which shall
be not more than 60 days after the date of the giving of Sellerrsquos notice If Seller either
does not elect to do so or having elected to make such repairs and restorations fails to
complete the same on or before said adjourned date for the Closing Purchaser shall have
the following options
(i) To declare this Contract cancelled and of no further force or
effect and receive a refund of the Downpayment in which event neither party shall
thereafter have any further rights against or obligations or liabilities to the other by
reason of this Contract or
(ii) To complete the purchase in accordance with this Contract
without reduction in the Purchase Price except as provided in the next sentence If Seller
carries hazard insurance covering such loss or damage Seller shall turn over to Purchaser
at the Closing the net proceeds actually collected by Seller under the provisions of such
hazard insurance policies to the extent that they are attributable to loss of or damage to
any property included in this sale less any sums theretofore expended by Seller in
repairing or replacing such loss or damage or in collecting such proceeds and Seller shall
assign (without recourse to Seller) Sellerrsquos right to receive any additional insurance
proceeds which are attributable to the loss of or damage to any property included in this
sale
(b) If Seller does not elect to make such repairs and restorations
Purchaser may exercise the resulting option under (i) or (ii) of (a) above only by notice
given to Seller within 10 days after receipt of Sellerrsquos notice If Seller elects to make such
repairs and restorations and fails to complete the same on or before the adjourned closing
date Purchaser may exercise either of the resulting options within 10 days after the
adjourned closing date
(c) In the event of any loss of or damage to the Common Elements which
materially and adversely affects access to or use of the Unit arising after the date of this
Contract but prior to the Closing Seller shall notify Purchaser of the occurrence thereof
within 10 days after such occurrence or by the date of Closing whichever occurs first in
which event Purchaser shall have the following options
- 12 -
(i) To complete the purchase in accordance with this Contract
without reduction in the Purchase Price or
(ii) To adjourn the Closing until the first to occur of (1)
completion of the repair and restoration of the loss or damage to the point that there is no
longer a materially adverse effect on the access to or use of the Unit or (2) the 60th day
after the date of the giving of Sellerrsquos aforesaid notice In the event Purchaser elects to
adjourn the Closing as aforesaid and such loss or damage is not so repaired and restored
within 60 days after the date of the giving of Sellerrsquos aforesaid notice then Purchaser
shall have the right either to (x) complete the purchase in accordance with this Contract
without reduction in the Purchase Price or (y) declare this Contract cancelled and of no
further force or effect and receive a refund of the Downpayment in which latter event
neither party shall thereafter have any further rights against or obligations or liabilities
to the other by reason of this Contract
(d) In the event of any loss of or damage to the Common Elements which
does not materially and adversely affect access to or use of the Unit Purchaser shall
accept title to the Unit in accordance with this Contract without abatement of the
Purchase Price
20 Internal Revenue Service Reporting Requirement Each party shall
execute acknowledge and deliver to the other party such instruments and take such other
actions as such other party may reasonably request in order to comply with IRC sect
6045(e) as amended or any successor provision or any regulations promulgated pursuant
thereto insofar as the same requires reporting of information in respect of real estate
transactions The provisions of this para 20 shall survive the Closing The parties
designate _________________________________ as the attorney responsible for
reporting this information as required by law
21 Broker Seller and Purchaser represent and warrant to each other that the only
real estate broker with whom they have dealt in connection with this Contract and the
transaction set forth herein is ______________________________ and that they know of
no other real estate broker who has claimed or may have the right to claim a commission
in connection with this transaction The commission of such real estate broker shall be
paid by Seller pursuant to separate agreement If no real estate broker is specified above
the parties acknowledge that this Contract was brought about by direct negotiation
between Seller and Purchaser and each represents to the other that it knows of no real
estate broker entitled to a commission in connection with this transaction Seller and
Purchaser shall indemnify and defend each other against any costs claims or expenses
(including reasonable attorneysrsquo fees) arising out of the breach on their respective parts of
any representation warranty or agreement contained in this para 21 The provisions of
this para 21 shall survive the Closing or if the Closing does not occur the termination of
this Contract
- 13 -
22 Mortgage Commitment Contingency (Delete paragraph if inapplicable) (a)
The obligation of Purchaser to purchase under this Contract is conditioned upon issuance
on or before ____________ days after a fully executed copy of this Contract is given to
Purchaser or Purchaserrsquos attorney in the manner set forth in paragraph 14 or
subparagraph 22(k) (the ldquoCommitment Daterdquo) 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 Purchasers sole cost and expense of $______________ for a term of at least _______
years (or such lesser sum or shorter term as Purchaser shall be willing to accept) at the
prevailing fixed or adjustable rate of interest and on other customary commitment terms
(the ldquoCommitmentrdquo) To the extent a Commitment is conditioned on the sale of
Purchaserrsquos current home payment of any outstanding debt no material adverse change
in Purchaserrsquos 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 Lenderrsquos approval of an appraisal shall not be deemed a ldquoCommitmentrdquo
hereunder until an appraisal is approved (and if that does not occur before the
Commitment Date Purchaser may cancel under subparagraph 22(e) unless the
Commitment Date is extended) Purchaserrsquos 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 Purchaserrsquos
election more than one Institutional Lender for such mortgage loan (ii) furnish accurate
and complete information regarding Purchaser and members of Purchaserrsquos 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 22(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 (ldquoMortgage Brokerrdquo) shall constitute full compliance with
the terms and conditions set forth in subparagraph 22(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 22
- 14 -
(e) If no Commitment is issued by the 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 22(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 22
(f) If this Contract is canceled by Purchaser pursuant to subparagraphs
22(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 21
(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 22(a) then Purchaser shall be deemed to have waived
Purchaserrsquos right to cancel this Contract and to receive a refund of the Downpayment by
reason of the contingency contained in this paragraph 22
(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 of its obligations under this
paragraph 22) and except as set forth in paragraph 21
(i) The attorneys for the parties are hereby authorized to give and receive
on behalf of their clients all Notices and deliveries under this paragraph 22
(j) For purposes of this Contract the term ldquoInstitutional Lenderrdquo 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
(k) For purposes of subparagraph (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
- 15 -
23 Gender Etc As used in this Contract the neuter includes the masculine and
feminine the singular includes the plural and the plural includes the singular as the
context may require
24 Entire Contract All prior understandings and agreements between Seller and
Purchaser are merged in this Contract and this Contract supersedes any and all
understandings and agreements between the parties and constitutes the entire agreement
between them with respect to the subject matter hereof
25 Captions The captions in this Contract are for convenience and reference
only and in no way define limit or describe the scope of this Contract and shall not be
considered in the interpretation of this Contract or any provision hereof
26 No Assignment by Purchaser Purchaser may not assign this Contract or any
of Purchaserrsquos rights hereunder
27 Successors and Assigns Subject to the provisions of para 26 the provisions
of this Contract shall bind and inure to the benefit of both Purchaser and Seller and their
respective distributees executors administrators heirs legal representatives successors
and permitted assigns
28 No Oral Changes This Contract cannot be changed or terminated orally Any
changes or additional provisions must be set forth in a rider attached hereto or in a
separate written agreement signed by both parties to this Contract
29 Contract Not Binding Until Signed This Contract shall not be binding or
effective until properly executed and delivered by Seller and Purchaser
30 Lead-Based Paint If applicable the complete and fully executed disclosure
of information on lead-based paint andor lead-based paint hazards is attached hereto and
made a part hereof
IN WITNESS WHEREOF the parties hereto have duly executed this Contract
on the day and year first above written
Seller Purchaser
_________________________________ ____________________________________
- 16 -
Agreed to as to para 16 ________________________________
Giddins Claman LLP Escrowee
Escrow Depository
Address
SCHEDULE A - Permitted Exceptions
1 Zoning laws and regulations and landmark historic or wetlands designation
which are not violated by the Unit and which are not violated by the Common Elements
to the extent that access to or use of the Unit would be materially and adversely affected
2 Consents for the erection of any structure or structures on under or above any
street or streets on which the Building may abut
3 The terms burdens covenants restrictions conditions easements and rules
and regulations set forth in the Declaration By-Laws and rules and regulations of the
Condominium the Power of Attorney from Purchaser to the board of managers of the
Condominium and the floor plans of the Condominium all as may be amended from time
to time
4 Rights of utility companies to lay maintain install and repair pipes lines
poles conduits cable boxes and related equipment on over and under the Building and
Common Elements provided that none of such rights imposes any monetary obligation
on the owner of the Unit or materially interferes with the use of or access to the Unit
5 Encroachments of stoops areas cellar steps trim cornices lintels window
sills awnings canopies ledges fences hedges coping and retaining walls projecting
from the Building over any street or highway or over any adjoining property and
encroachments of similar elements projecting from adjoining property over the Common
Elements
6 Any state of facts which an accurate survey or personal inspection of the
Building Common Elements or Unit would disclose provided that such facts do not
prevent the use of the Unit for dwelling purposes For the purposes of this Contract none
of the facts shown on the survey if any identified below shall be deemed to prevent the
use of the Unit for dwelling purposes and Purchaser shall accept title subject thereto
- 17 -
The survey referred to in No 6 above was prepared by
___________________________ dated _____________________ and last revised
____________________
7 The lien of any unpaid common charge real estate tax water charge sewer
rent or vault charge provided the same are paid or apportioned at the Closing as herein
provided
8 The lien of any unpaid assessments to the extent of installments thereof
payable after the Closing
9 Liens encumbrances and title conditions affecting the Common Elements
which do not materially and adversely affect the right of the Unit owner to use and enjoy
the Common Elements
10 Notes or notices of violations of law or governmental orders ordinances or
requirements (a) affecting the Unit and noted or issued subsequent to the date of this
Contract by any governmental department agency or bureau having jurisdiction and (b)
any such notes or notices affecting only the Common Elements which were noted or
issued prior to or on the date of this Contract or at any time hereafter
11 Any other matters or encumbrances subject to which Purchaser is required to
accept title to the Unit pursuant to this Contract
ABOUT THE SPEAKERS
Lisa Lippman Senior Vice President and Director was the 1 broker at Brown Harris Stevens in 2009 With 13 years of experience selling real estate Lisa specializes in the sale of high end cooperatives condominiums and townhomes throughout Manhattan As is clear from her record even in tough times Lisa manages to both sell and find homes for her clients
Other awards Lisa has won in the last few years include
middotWall Street Journal top 400-Lisa was 11 in the nation and 2 in Manhattan 2009middotWall Street Journal top 50 brokers in America 2007middotBrown Harris Stevens Westside Office Broker of the Year All Years 2006 - 2009 middotBrown Harris Stevens Westside Office Listing Broker of the Year 2007 2008 2009middotBrown Harris Stevens Largest New Development Deal of the Year 2009
Prior to becoming a real estate broker Lisa spent several years as a lawyer practicing litigation at two prestigious law firms She graduated from The University of Pennsylvania in 1986 and earned her law degree from Cardozo in 1990 Lisarsquos legal background affords her a keen understanding of the negotiation process as well as the complexities needed to complete the deal
A New York City resident for 24 years Lisa offers impeccable knowledge of the market as it applies across all neighborhoods She has lived downtown on the Upper East Side and has now resided on the Upper West Side for the past 14 years Additionally as the mother of three children Lisa is personally involved in the decisions all buyers face in choosing a neighborhood and a home
Lisa takes pride in being a straight-forward intelligent and honest broker She understands the individual needs of each client as well as their comfort with the purchase andor sale process Her listening talents combined with her unbeatable memory work ethic and negotiation skills allow her to service her buyers and sellers most effectively Lisa is also active in the New York community including the UJA and her childrenrsquos school All of this enables her to offer a well-rounded approach to navigating the New York real estate landscape bringing to life the nuances and charms that the City and its real estate market have to offer
LISA LIPPMANSenior Vice PresidentDirector
Lisa Lippman bull 212- 588-5606 bull fax 212-418-9733 bull llippmanbhsusacom
GIDDINS bull CLAMAN LLP
Attorneys at Law
675 THIRD AVENUE
29TH
FLOOR
NEW YORK NEW YORK 10017
(212)573-6703
FAX (212)949-1923 Paul M Giddins
Scott Claman
Giddins Claman LLP ndash Firm Biography
Giddins Claman LLP (formerly Giddins Claman amp Langs LLP) was
established in 1988 by Paul M Giddins formerly an Assistant District Attorney in
the New York County District Attorneyrsquos Office For over 20 years the firm has
specialized in real estate matters in the New York City metropolitan area with an
active transactional real estate practice Mr Giddins has specialized in residential
real estate during that time In addition to purchase sale and refinance transactions
Mr Giddins represents cooperative apartment boards of directors and condominium
boards of managers Mr Giddins also regularly gives lectures and seminars on real
estate matters for many of the prominent real estate brokerage firms in New York
Scott Claman has been in the practice of law in New York for over 26 years
and joined the firm as a member in 1996 having previously been a partner at a law
firm that specialized in the representation of cooperative apartment boards of
directors and condominium boards of managers Mr Claman is regularly engaged
in a variety of transactional real estate matters ranging from commercial leasing
mortgage financing and asset dispositions to individual apartment and house sales
In addition to individual and institutional owners of residential and commercial real
estate Mr Claman also represents cooperative apartment boards of directors and
condominium boards of managers and has given numerous lectures and seminars
on real estate matters for the Real Estate Board of New York and for many of the
prominent real estate brokerage firms in New York
Steven M Nachman serves as Of Counsel to the firm in connection with
commercial and general litigation matters Mr Nachman formerly associated with
the firm of Stroock amp Stroock amp Lavan has over 20 years of civil litigation
experience
Giddins Claman LLP is proud to provide our clients with the benefits of our
collective experience as seasoned litigators and transactional real estate specialists
while maintaining our personal commitment to represent our clients in a manner
associated with a smaller practice
ManhattanResidential Market Report
Fourth Quarter 2010
Manhattan Cooperatives and Condominiums
2 Fourth Quarter 2010
Average and Median Sale Price
Cooperative Average Sale Price
Condominium Average Sale Price
Cover Property BrownHarrisStevenscom WEB272151
Average Sale Price Median Sale Price
Prices for Manhattan apartments continued to edge upward
as their average sale price of $1432787 was 8 higher
than a year ago This marked the sixth straight quarter that
the average price has risen While the number of recorded
transactions fell 25 from a year ago the fourth quarter of 2009
was uncharacteristically busy due to pent-up demand after the
collapse of Lehman Brothers had frozen the market earlier that year
The average co-op price continued to rise sharply as
more buyers favored larger apartments compared to a year ago Two-bedroom and larger
units accounted for 45 of co-op sales up from 40 a year ago This helped push
the overall average co-op price up 17 from 2009rsquos fourth
quarter to $1158333
Condo prices averaged $1751219 during the fourth
quarter 1 higher than a year ago One-bedrooms posted the
biggest increase in average price rising 9 over the past year
to $844964
Studio 1-Bedroom 2-Bedroom 3+Bedroom All
4th Q 10 $342545 $593718 $1231116 $3150700 $1158333
3rd Q 10 $366086 $606444 $1206257 $3049980 $1156733
2nd Q 10 $356696 $597311 $1301392 $2872496 $1065814
1st Q 10 $334307 $587538 $1132150 $3098881 $1079195
4th Q 09 $345725 $585238 $1133967 $3001012 $990921
Studio 1-Bedroom 2-Bedroom 3+Bedroom All
4th Q 10 $495002 $844964 $1637638 $4567750 $1751219
3rd Q 10 $495876 $809514 $1596021 $3835376 $1724180
2nd Q 10 $464559 $840829 $1570772 $3922994 $1686690
1st Q 10 $529970 $819785 $1608375 $4250098 $1730415
4th Q 09 $554568 $772525 $1583362 $4574080 $1732362
Average Sale Price Median Sale Price
$1600000
$1400000
$1200000
$1000000
$800000
$400000
$600000
$1369883 $820000
1Q10
$1324504 $800000
4Q09
$1432787 $840000
4Q10
$1423378 $890000
3Q10
$1377135 $842779
2Q10
Fourth Quarter 2010 3
New Developments Lofts
Time on the Market
Excludes new developments and units listed over one year Based on the last asking price Excludes new developments
Average Price Per Square Foot
New development prices averaged $1099 per square foot 11 less than during the fourth quarter of 2009 This was due in part to an increase in the percent of new development sales in Northern Manhattan from 9 a year ago to 15 At $1052 the average price per square foot for loft apartments was 3 higher than during 2009rsquos fourth quarter
Apartments sold during the quarter spent an average of 113 days on the market 14 less time than a year ago Sellers received 955 of the last asking price up slightly from the fourth quarter of 2009
Asking Vs Selling Price
$700
$900
$1100
$1300 $1099
4Q10
$1238
4Q09
$1146
1Q10 2Q10
$1176
$700
$900
$1100
$1300 $1052
4Q10
$1017
4Q09
$1037
1Q10
$1066
2Q10
$1112
3Q10
$1077
3Q10
75 days
100 days
125 days
150 days 113
4Q10
132
4Q09
119
1Q10
112
2Q10
85
90
95
100 955
4Q10
954
4Q09
962
1Q10
97
3Q10
959
3Q10
966
2Q10
Generally 59th to 96th Street Fifth Avenue to the East River
Cooperative Condominium
East sidE
4 Fourth Quarter 2010
Average Price Per Square Foot
At an average of $1581971 prices for two-bedroom East Side
apartments were 14 higher than a year ago The average price fell
13 for three-bedroom and larger apartments due in part to 2 closings
of over $30 million a year ago inflating that figure Co-ops fared better than condos as the average
price per room rose for both prewar and postwar co-ops over the past year
while the average condo price per square foot fell
Average Price Per Room
4Q09 4Q10
Studio 1-Bedroom 2-Bedroom 3+Bedroom
Percent of Sales
4th Q 09 10 35 36 19
4th Q 10 11 39 28 22
Average Price
4th Q 09 $351462 $647300 $1383364 $4146087
4th Q 10 $355459 $647207 $1581971 $3605513
Change 1 0 14 -13
$100000
$300000
$150000
$200000
$250000
$350000
$400000
$50000
$200
$1000
$400
$600
$800
$1200
$1400
$0
Postwar
$204713 $210559
Prewar
$348425 $383335
4Q10
$1126
4Q09
$1168
Generally 59th to 110th Street Hudson River to West of Fifth Avenue
WEst sidE
Fourth Quarter 2010 5
Cooperative CondominiumAverage Price Per Room Average Price Per Square Foot
With the exception of studios prices rose for all other size categories of apartments on
the West Side led by a 21 gain in the average price for
three-bedroom and larger units This increase was helped by
535 West End Avenue whose three-bedroom closing prices averaged over $115 million
in the fourth quarter Co-ops remained strong as the average
price per room rose 21 for prewar and 12 for postwar co-ops on the West Side The average condo price per square
foot rose 3 to $1309 making the West Side the only
area where both co-op and condo prices were higher
than a year ago
4Q09 4Q10
Studio 1-Bedroom 2-Bedroom 3+Bedroom
Percent of Sales
4th Q 09 10 37 37 16
4th Q 10 8 33 38 21
Average Price
4th Q 09 $417466 $656421 $1326640 $3325062
4th Q 10 $391228 $766529 $1378920 $4030338
Change -6 17 4 21
$125000
$225000
$150000
$175000
$200000
$250000
$275000
$100000
$200
$1000
$400
$600
$800
$1200
$1400
$0
4Q09
$1267
4Q10
$1309
Prewar
$215967 $260653
Postwar
$189264 $212348
MidtoWn East Generally 34th to 59th Street Fifth Avenue to the East River
MidtoWn
MidtoWn WEst Generally 34th to 59th Street Hudson River to West of Fifth Avenue
6 Fourth Quarter 2010
Cooperative Condominium
Cooperative Condominium
Average Price Per Room Average Price Per Square Foot
Average Price Per Room Average Price Per Square Foot
A couple of high-end closings at The Plaza and One Beacon Court helped bring the average condo price per square foot 27 higher in the Midtown East market compared
to a year ago The average price per room fell 5 for prewar while rising
8 for postwar co-ops
The average price per square foot rose 12 for condos over the
past year in the Midtown West market A number of closings at The Sheffield and Platinum
helped bring up this figure The average price per room fell for
both prewar and postwar co-ops in this market compared
to a year ago
$175000
$100000
$125000
$150000
$200000
$225000
$1000
$250
$500
$750
$1250
$1500
4Q09 4Q10
$212198 $200857
Prewar
$188662 $204639
Postwar
$1171
4Q09
$1485
4Q10
$252044 $199029 $231213 $221850 $1180$1055
4Q10Prewar Postwar 4Q09
$1000
$250
$500
$750
$1250
$1500
4Q09 4Q10
$200000
$50000
$100000
$150000
$250000
$300000
Cooperative Condominium
Fourth Quarter 2010 7
Average Price Per Room Average Price Per Square Foot
South of 34th Street
doWntoWn
While the average price fell 23 for three-bedroom and
larger apartments Downtown from a year ago a large
number of closings at the Superior Ink building inflated 2009rsquos figure This also is a reason why the overall condo
price per square foot fell 10 from a year ago The average
co-op price per room rose 13 for prewar and 4 for
postwar units from 2009rsquos fourth quarter
4Q09 4Q10
Studio 1-Bedroom 2-Bedroom 3+Bedroom
Percent of Sales
4th Q 09 17 43 28 12
4th Q 10 16 41 31 12
Average Price
4th Q 09 $452722 $704292 $1615877 $4665379
4th Q 10 $444618 $741919 $1581625 $3605513
Change -2 5 -2 -23
Prewar
$208503 $235826
Postwar
$188600 $195854
$100000
$200000
$125000
$150000
$175000
$225000
$250000
$75000
$800
$1200
$900
$1000
$1100
$1300
$1400
$700
4Q09
$1326
4Q10
$1194
Cooperative CondominiumAverage Price Per Room Average Price Per Square Foot
Generally North of 96th Street on the East Side and 110th Street on the West Side
NEW YORK CITY bull PALM BEACH bull THE HAMPTONS bull NORTH FORK 2129069200
EAST SIDE445 Park AvenueHall F Willkie PresidentRuth McCoy EVPManaging Director of Sales
UPPER EAST SIDE1121 Madison AvenuePeter R Marra EVPManaging Director of Sales
EDWARD LEE CAVE DIVISION790 Madison AvenueCaroline E Y GuthriePresident
WEST SIDE1926 BroadwayJames M Gricar EVP Managing Director of Sales
BROOKLYN HEIGHTS129 Montague StreetChristopher Thomas EVPManaging Director of Sales
PARK SLOPE100 Seventh AvenueMaryAnn Albano EVPManaging Director of Sales
NEW DEVELOPMENT445 Park Avenue James M GricarManaging DirectorBrown Harris Stevens On-Site Marketing and Sales
Prepared by Gregory Heym Chief Economist Brown Harris Stevenscopy2010 by Brown Harris Stevens All Rights Reserved This information may not be copied used or distributed without Brown Harris Stevensrsquo consent While information is believed true no guaranty is made of accuracy
While the average price fell for three-bedroom and larger apartments it was higher for
all other size categories in Northern Manhattan Condo
prices rose slightly as their average price per square foot of $566 was up 1 from a
year ago The average price per room fell for both prewar and
postwar co-ops compared to a year ago
This report is based on 1901 reported Manhattan apartment sales 25 less than were reported during last yearrsquos comparable period
VILLAGE2 Fifth AvenueKevin Kovesci EVPManaging Director of Sales
TRIBECA43 North MooreKevin Kovesci EVPManaging Director of Sales
northErn Manhattan
Studio 1-Bedroom 2-Bedroom 3+Bedroom
Percent of Sales
4th Q 09 6 35 43 16
4th Q 10 8 38 38 16
Average Price
4th Q 09 $227611 $352759 $567332 $1101778
4th Q 10 $319798 $394509 $577071 $710832
Change 41 12 2 -35
$100
$500
$200
$300
$400
$600
$700
$0
4Q09 4Q10
4Q09
$563
4Q10
$566
$70000
$110000
$80000
$90000
$100000
$120000
$130000
$60000
Prewar
$120601 $97757
Postwar
$110104 $106330
Faculty Biographies
REAL PROPERTY SECTION gt Officer Bio
Chair Leo Genn Esq
Office Address Northside Center for Child Development 1301 Fifth Ave New York NY 10029-3119
Phone 212-426-3406 Fax 212-410-7561 Email lgenn_esqyahoocom
After working briefly as a litigator Mr Genn became House Counsel at NorthsideCenter for Child Development a Manhattan-based not for profit where he handles contract negotiations commercial leasing property management and insurance issues Mr Genn also writes government grants Before law school Mr Genn spent eight years managing commercial and residential real estate in New York City Mr Genn has also worked for New York Citys Office of Economic Development In March 2002 Mr Genns article on the notice requirements in foreclosure proceedings appeared on thecover of the New York Real Estate Law Reporter Mr Gennrsquos favorite law quote is Oliver Wendell Holmes remark A word is not a crystal transparent and unchanged it isthe skin of a living thought and may vary greatly in color and content according to thecircumstances and time in which it is used Mr Gennrsquos favorite case is Raffles v
ichelhaus and his favorite legal fiction is promissory estoppel W
Paul M Giddins Partner
Giddins Claman LLP Paul M Giddins is a partner at Giddins Claman LLP a law firm in New York City Mr Giddins received a Bachelor of Arts degree from Trinity College- Hartford and a law degree from American University Washington School of Law
LISA LIPPMAN | Senior Vice President Director | Licensed Associate Real Estate Broker
printer friendly page
1926 Broadway New York NY 10023 Tel (212) 588-5606 Fax (212) 418-9733 llippmanbhsusacom download contact info view current listings view sold listings
FEATURED PROPERTY - UPPER EAST SIDE
2COOPERATIVE
25 EAST 79TH STREET
rice $1299000
isting ID 1127158
PBedrooms 2 Baths 20 L
Lisa Lippman Senior Vice President and Director was the 1 broker at Brown Harris Stevens in 2009 With 13 years of experience selling real estate Lisa specializes in the sale of high end cooperatives condominiums and townhomes throughout Manhattan As is clear from her record even in tough times Lisa manages to both sell and find homes for her clients Other awards Lisa has won in the last few years include middotWall Street Journal top 400-Lisa was 11 in the nation and 2 in Manhattan 2009 middotWall Street Journal top 50 brokers in America 2007 middotBrown Harris Stevens Westside Office Broker of the Year All Years 2006 - 2009 middotBrown Harris Stevens Westside Office Listing Broker of the Year 2007 2008 2009 middotBrown Harris Stevens Largest New Development Deal of the Year 2009 Prior to becoming a real estate broker Lisa spent several years as a lawyer practicing litigation at two prestigious law firms She graduated from The University of Pennsylvania in 1986 and earned her law degree from Cardozo in 1990 Lisas legal background affords her a keen understanding of the negotiation process as well as the complexities needed to complete the deal A New York City resident for 24 years Lisa offers impeccable knowledge of the market as it applies across all neighborhoods She has lived downtown on the Upper East Side and has now resided on the Upper West Side for the past 14 years Additionally as the mother of three children Lisa is personally involved in the decisions all buyers face in choosing a neighborhood and a home Lisa takes pride in being a straight-forward intelligent and honest broker She understands the individual needs of each client as well as their comfort with the purchase andor sale process Her listening talents combined with her unbeatable memory work ethic and negotiation skills allow her to service her buyers and sellers most effectively Lisa is also active in the New York community including the UJA and her childrens school All of this enables her to offer a well-rounded approach to navigating the New York real estate landscape bringing to life the nuances and charms that the City and its real estate market have to offer
- 7 -
10 No Other Representations Purchaser has examined and is satisfied with the
Declaration By-Laws and rules and regulations of the Condominium or has waived the
examination thereof Purchaser has inspected the Unit its fixtures appliances and
equipment and the personal property if any included in this sale as well as the Common
Elements of the Condominium and knows the condition thereof and subject to subpara
5(f) agrees to accept the same ldquoas isrdquo ie in the condition they are in on the date hereof
subject to normal use wear and tear between the date hereof and the Closing Purchaser
has examined or waived examination of the last audited financial statements of the
Condominium and has considered or waived consideration of all other matters pertaining
to this Contract and to the purchase to be made hereunder and does not rely on any
representations made by any broker or by Seller or anyone acting or purporting to act on
behalf of Seller as to any matters which might influence or affect the decision to execute
this Contract or to buy the Unit or said personal property except those representations
and warranties which are specifically set forth in this Contract
11 Possession Seller shall prior to the Closing remove from the Unit all
furniture furnishings and other personal property not included in this sale shall repair
any damage caused by such removal and shall deliver exclusive possession of the Unit at
the Closing vacant broom-clean and free of tenancies or other rights of use or
possession
12 Access Seller shall permit Purchaser and its architect decorator or other
authorized persons to have the right of access to the Unit between the date hereof and the
Closing for the purpose of inspecting the same and taking measurements at reasonable
times and upon reasonable prior notice to Seller (by telephone or otherwise) Further
Purchaser shall have the right to inspect the Unit at a reasonable time during the 24-hour
period immediately preceding the Closing
13 Defaults and Remedies (a) If Purchaser defaults hereunder Sellerrsquos sole
remedy shall be to retain the Downpayment as liquidated damages it being agreed that
Sellerrsquos damages in case of Purchaserrsquos default might be impossible to ascertain and that
the Downpayment constitutes a fair and reasonable amount of damages under the
circumstances and is not a penalty
(b) If Seller defaults hereunder Purchaser shall have such remedies as
Purchaser shall be entitled to at law or in equity including but not limited to specific
performance
14 Notices Any notice request or other communication (ldquoNoticerdquo) given or
made hereunder (except for the notice required by para 12) shall be in writing and either
(a) sent by any of the parties hereto or their respective attorneys by registered or certified
mail return receipt requested postage prepaid or (b) delivered in person or by overnight
courier with receipt acknowledged to the address given at the beginning of this Contract
for the party to whom the Notice is to be given or to such other address for such party as
said party shall hereafter designate by Notice given to the other party pursuant to this
- 8 -
para 14 or (c) with respect to para 6(a)(viii) or para 18(b) sent by fax to the partyrsquos
attorney Each Notice mailed shall be deemed given on the third business day following
the date of mailing the same and each Notice delivered in person or by overnight courier
shall be deemed given when delivered A copy of each notice sent to a party shall also be
sent to the partyrsquos attorney Each notice sent by fax shall be deemed given when
transmission is confirmed by the senders fax machine The attorneys for the parties are
hereby authorized to give and receive on behalf of their clients all Notices and deliveries
15 Purchaserrsquos Lien The Downpayment and all other sums paid on account of
this Contract and the reasonable expenses of the examination of title to and departmental
violation searches in respect of the Unit are hereby made a lien upon the Unit but such
lien shall not continue after default by Purchaser hereunder
16 Downpayment in Escrow (a) Sellerrsquos attorney (ldquoEscroweerdquo) shall hold the
Downpayment in escrow in a segregated bank account at the depository identified at the
end of this Contract until Closing or sooner termination of this Contract and shall pay
over or apply the Downpayment in accordance with the terms of this para 16 Escrowee
shall hold the Downpayment in a(n) interest-bearing Escrow account for the benefit of
the parties If interest is held for the benefit of the parties it shall be paid to the party
entitled to the Downpayment and the party receiving the interest shall pay any income
taxes thereon If interest is not held for the benefit of the parties the Downpayment shall
be placed in an IOLA account or as otherwise permitted or required by law The Social
Security or Federal Identification numbers of the parties shall be furnished to Escrowee
upon request At Closing the Downpayment shall be paid by Escrowee to Seller If for
any reason Closing does not occur and either party gives Notice (as defined in paragraph
14) to Escrowee demanding payment of the Downpayment Escrowee shall give prompt
Notice to the other party of such demand If Escrowee does not receive Notice of
objection from such other party to the proposed payment within 10 business days after
the giving of such Notice Escrowee is hereby authorized and directed to make such
payment If Escrowee does receive such Notice of objection within such 10 day period or
if for any other reason Escrowee in good faith shall elect not to make such payment
Escrowee shall continue to hold such amount until otherwise directed by Notice from the
parties to this Contract or a final nonappealable judgment order or decree of a court
However Escrowee shall have the right at any time to deposit the Downpayment with the
clerk of a court in the county in which the Unit is located and shall give Notice of such
deposit to Seller and Purchaser Upon such deposit or other disbursement in accordance
with the terms of this para 16 Escrowee shall be relieved and discharged of all further
obligations and responsibilities hereunder
(b) The parties acknowledge that Escrowee is acting solely as a
stakeholder at their request and for their convenience and that Escrowee shall not be
liable to either party for any act or omission on its part unless taken or suffered in bad
faith or in willful disregard of this Contract or involving gross negligence on the part of
Escrowee Seller and Purchaser jointly and severally (with right of contribution) agree to
- 9 -
defend (by attorneys selected by Escrowee) indemnify and hold Escrowee harmless from
and against all costs claims and expenses (including reasonable attorneysrsquo fees) incurred
in connection with the performance of Escroweersquos 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 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 Escroweersquos agreement to the provisions of this para 16 by signing in
the place indicated in this Contract
(e) Escrowee or any member of its firm shall be permitted to act as
counsel for Seller in any dispute as to the disbursement of the Downpayment or any other
dispute between the parties whether or not Escrowee is in possession of the
Downpayment and continues to act as Escrowee
(f) The party whose attorney is Escrowee shall be liable for loss of the
Downpayment
17 FIRPTA Seller represents and warrants to Purchaser that Seller is not a
ldquoforeign personrdquo as defined in IRC sect 1445 as amended and the regulations issued
thereunder (ldquoCode Withholding Sectionrdquo) At the Closing Seller shall deliver to
Purchaser a certificate stating that Seller is not a foreign person in the form then required
by the Code Withholding Section or a withholding certificate from the Internal Revenue
Service In the event Seller fails to deliver the aforesaid certificate or in the event that
Purchaser is not entitled under the Code Withholding Section to rely on such certificate
Purchaser shall deduct and withhold from the Purchase Price a sum equal to 10 thereof
and shall at Closing remit the withheld amount with the required forms to the Internal
Revenue Service
18 Title Report Acceptable Title (a) Purchaser shall promptly after the date
hereof or after receipt of the mortgage commitment letter if applicable order a title
insurance report from the Title Company Promptly after receipt of the title report and
thereafter of any continuations thereof and supplements thereto Purchaser shall forward a
copy of each such report continuation or supplement to the attorney for Seller Purchaser
shall further notify Sellerrsquos attorney of any other objections to title not reflected in such
title report of which Purchaser becomes aware following the delivery of such report
reasonably promptly after becoming aware of such objections
(b) Any unpaid taxes assessments water charges and sewer rents
together with the interest and penalties thereon to a date not less than two days following
- 10 -
the date of Closing and any other liens and encumbrances which Seller is obligated to
pay and discharge or which are against corporations estates or other persons in the chain
of title together with the cost of recording or filing any instruments necessary to
discharge such liens and encumbrances of record may be paid out of the proceeds of the
monies payable at the Closing if Seller delivers to Purchaser at the Closing official bills
for such taxes assessments water charges sewer rents interest and penalties and
instruments in recordable form sufficient to discharge any other liens and encumbrances
of record Upon request made a reasonable time before the Closing Purchaser shall
provide at the Closing separate checks for the foregoing payable to the order of the holder
of any such lien charge or encumbrance and other wise complying with subpara 3(b) If
the Title Company is willing to insure Purchaser that such charges liens and
encumbrances will not be collected out of or enforced against the Unit and is willing to
insure the lien of Purchaserrsquos Institutional Lender (as hereinafter defined) free and clear
of any such charges liens and encumbrances then Seller shall have the right in lieu of
payment and discharge to deposit with the Title Company such funds or to give such
assurances or to pay such special or additional premiums as the Title Company may
require in order to so insure In such case the charges liens and encumbrances with
respect to which the Title Company has agreed so to insure shall not be considered
objections to title
(c) Seller shall convey and Purchaser shall accept fee simple title to the
Unit in accordance with the terms of this Contract subject only to (a) the Permitted
Exceptions and (b) such other matters as (i) the Title Company or any other title insurer
licensed to do business by the State of New York shall be willing without special or
additional premium to omit as exceptions to coverage or to except with insurance against
collection out of or enforcement against the Unit and (ii) shall be accepted by any lender
which has committed in writing to provide mortgage financing to Purchaser for the
purchase of the Unit (ldquoPurchaserrsquos Institutional Lenderrdquo) except that if such
acceptance by Purchaserrsquos Institutional Lender is unreasonably withheld or delayed such
acceptance shall be deemed to have been given
(d) Notwithstanding any contrary provisions in this Contract express or
implied or any contrary rule of law or custom if Seller shall be unable to convey the
Unit in accordance with this Contract (provided that Seller shall release discharge or
otherwise cure at or prior to Closing any matter created by Seller after the date hereof and
any existing mortgage unless this sale is subject to it) and if Purchaser elects not to
complete this transaction without abatement of the Purchase Price the sole obligation and
liability of Seller shall be to refund the Downpayment to Purchaser together with the
reasonable cost of the examination of title to and departmental violation searches in
respect of the Unit and upon the making of such refund and payment this Contract shall
be deemed cancelled and of no further force or effect and neither party shall have any
further rights against or obligations or liabilities to the other by reason of this Contract
However nothing contained in this subpara 18(d) shall be construed to relieve Seller
from liability due to a willful default
- 11 -
19 Risk of Loss Casualty (a) The risk of loss or damage to the Unit or the
personal property included in this sale by fire or other casualty until the earlier of the
Closing or possession of the Unit by Purchaser is assumed by Seller but without any
obligation of Seller to repair or replace any such loss or damage unless Seller elects to do
so as hereinafter provided Seller shall notify Purchaser of the occurrence of any such
loss or damage to the Unit or the personal property included in this sale within 10 days
after such occurrence or by the date of Closing whichever first occurs and by such
notice shall state whether or not Seller elects to repair or restore the Unit andor the
personal property as the case may be If Seller elects to make such repairs and
restorations Sellerrsquos notice shall set forth an adjourned date for the Closing which shall
be not more than 60 days after the date of the giving of Sellerrsquos notice If Seller either
does not elect to do so or having elected to make such repairs and restorations fails to
complete the same on or before said adjourned date for the Closing Purchaser shall have
the following options
(i) To declare this Contract cancelled and of no further force or
effect and receive a refund of the Downpayment in which event neither party shall
thereafter have any further rights against or obligations or liabilities to the other by
reason of this Contract or
(ii) To complete the purchase in accordance with this Contract
without reduction in the Purchase Price except as provided in the next sentence If Seller
carries hazard insurance covering such loss or damage Seller shall turn over to Purchaser
at the Closing the net proceeds actually collected by Seller under the provisions of such
hazard insurance policies to the extent that they are attributable to loss of or damage to
any property included in this sale less any sums theretofore expended by Seller in
repairing or replacing such loss or damage or in collecting such proceeds and Seller shall
assign (without recourse to Seller) Sellerrsquos right to receive any additional insurance
proceeds which are attributable to the loss of or damage to any property included in this
sale
(b) If Seller does not elect to make such repairs and restorations
Purchaser may exercise the resulting option under (i) or (ii) of (a) above only by notice
given to Seller within 10 days after receipt of Sellerrsquos notice If Seller elects to make such
repairs and restorations and fails to complete the same on or before the adjourned closing
date Purchaser may exercise either of the resulting options within 10 days after the
adjourned closing date
(c) In the event of any loss of or damage to the Common Elements which
materially and adversely affects access to or use of the Unit arising after the date of this
Contract but prior to the Closing Seller shall notify Purchaser of the occurrence thereof
within 10 days after such occurrence or by the date of Closing whichever occurs first in
which event Purchaser shall have the following options
- 12 -
(i) To complete the purchase in accordance with this Contract
without reduction in the Purchase Price or
(ii) To adjourn the Closing until the first to occur of (1)
completion of the repair and restoration of the loss or damage to the point that there is no
longer a materially adverse effect on the access to or use of the Unit or (2) the 60th day
after the date of the giving of Sellerrsquos aforesaid notice In the event Purchaser elects to
adjourn the Closing as aforesaid and such loss or damage is not so repaired and restored
within 60 days after the date of the giving of Sellerrsquos aforesaid notice then Purchaser
shall have the right either to (x) complete the purchase in accordance with this Contract
without reduction in the Purchase Price or (y) declare this Contract cancelled and of no
further force or effect and receive a refund of the Downpayment in which latter event
neither party shall thereafter have any further rights against or obligations or liabilities
to the other by reason of this Contract
(d) In the event of any loss of or damage to the Common Elements which
does not materially and adversely affect access to or use of the Unit Purchaser shall
accept title to the Unit in accordance with this Contract without abatement of the
Purchase Price
20 Internal Revenue Service Reporting Requirement Each party shall
execute acknowledge and deliver to the other party such instruments and take such other
actions as such other party may reasonably request in order to comply with IRC sect
6045(e) as amended or any successor provision or any regulations promulgated pursuant
thereto insofar as the same requires reporting of information in respect of real estate
transactions The provisions of this para 20 shall survive the Closing The parties
designate _________________________________ as the attorney responsible for
reporting this information as required by law
21 Broker Seller and Purchaser represent and warrant to each other that the only
real estate broker with whom they have dealt in connection with this Contract and the
transaction set forth herein is ______________________________ and that they know of
no other real estate broker who has claimed or may have the right to claim a commission
in connection with this transaction The commission of such real estate broker shall be
paid by Seller pursuant to separate agreement If no real estate broker is specified above
the parties acknowledge that this Contract was brought about by direct negotiation
between Seller and Purchaser and each represents to the other that it knows of no real
estate broker entitled to a commission in connection with this transaction Seller and
Purchaser shall indemnify and defend each other against any costs claims or expenses
(including reasonable attorneysrsquo fees) arising out of the breach on their respective parts of
any representation warranty or agreement contained in this para 21 The provisions of
this para 21 shall survive the Closing or if the Closing does not occur the termination of
this Contract
- 13 -
22 Mortgage Commitment Contingency (Delete paragraph if inapplicable) (a)
The obligation of Purchaser to purchase under this Contract is conditioned upon issuance
on or before ____________ days after a fully executed copy of this Contract is given to
Purchaser or Purchaserrsquos attorney in the manner set forth in paragraph 14 or
subparagraph 22(k) (the ldquoCommitment Daterdquo) 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 Purchasers sole cost and expense of $______________ for a term of at least _______
years (or such lesser sum or shorter term as Purchaser shall be willing to accept) at the
prevailing fixed or adjustable rate of interest and on other customary commitment terms
(the ldquoCommitmentrdquo) To the extent a Commitment is conditioned on the sale of
Purchaserrsquos current home payment of any outstanding debt no material adverse change
in Purchaserrsquos 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 Lenderrsquos approval of an appraisal shall not be deemed a ldquoCommitmentrdquo
hereunder until an appraisal is approved (and if that does not occur before the
Commitment Date Purchaser may cancel under subparagraph 22(e) unless the
Commitment Date is extended) Purchaserrsquos 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 Purchaserrsquos
election more than one Institutional Lender for such mortgage loan (ii) furnish accurate
and complete information regarding Purchaser and members of Purchaserrsquos 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 22(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 (ldquoMortgage Brokerrdquo) shall constitute full compliance with
the terms and conditions set forth in subparagraph 22(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 22
- 14 -
(e) If no Commitment is issued by the 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 22(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 22
(f) If this Contract is canceled by Purchaser pursuant to subparagraphs
22(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 21
(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 22(a) then Purchaser shall be deemed to have waived
Purchaserrsquos right to cancel this Contract and to receive a refund of the Downpayment by
reason of the contingency contained in this paragraph 22
(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 of its obligations under this
paragraph 22) and except as set forth in paragraph 21
(i) The attorneys for the parties are hereby authorized to give and receive
on behalf of their clients all Notices and deliveries under this paragraph 22
(j) For purposes of this Contract the term ldquoInstitutional Lenderrdquo 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
(k) For purposes of subparagraph (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
- 15 -
23 Gender Etc As used in this Contract the neuter includes the masculine and
feminine the singular includes the plural and the plural includes the singular as the
context may require
24 Entire Contract All prior understandings and agreements between Seller and
Purchaser are merged in this Contract and this Contract supersedes any and all
understandings and agreements between the parties and constitutes the entire agreement
between them with respect to the subject matter hereof
25 Captions The captions in this Contract are for convenience and reference
only and in no way define limit or describe the scope of this Contract and shall not be
considered in the interpretation of this Contract or any provision hereof
26 No Assignment by Purchaser Purchaser may not assign this Contract or any
of Purchaserrsquos rights hereunder
27 Successors and Assigns Subject to the provisions of para 26 the provisions
of this Contract shall bind and inure to the benefit of both Purchaser and Seller and their
respective distributees executors administrators heirs legal representatives successors
and permitted assigns
28 No Oral Changes This Contract cannot be changed or terminated orally Any
changes or additional provisions must be set forth in a rider attached hereto or in a
separate written agreement signed by both parties to this Contract
29 Contract Not Binding Until Signed This Contract shall not be binding or
effective until properly executed and delivered by Seller and Purchaser
30 Lead-Based Paint If applicable the complete and fully executed disclosure
of information on lead-based paint andor lead-based paint hazards is attached hereto and
made a part hereof
IN WITNESS WHEREOF the parties hereto have duly executed this Contract
on the day and year first above written
Seller Purchaser
_________________________________ ____________________________________
- 16 -
Agreed to as to para 16 ________________________________
Giddins Claman LLP Escrowee
Escrow Depository
Address
SCHEDULE A - Permitted Exceptions
1 Zoning laws and regulations and landmark historic or wetlands designation
which are not violated by the Unit and which are not violated by the Common Elements
to the extent that access to or use of the Unit would be materially and adversely affected
2 Consents for the erection of any structure or structures on under or above any
street or streets on which the Building may abut
3 The terms burdens covenants restrictions conditions easements and rules
and regulations set forth in the Declaration By-Laws and rules and regulations of the
Condominium the Power of Attorney from Purchaser to the board of managers of the
Condominium and the floor plans of the Condominium all as may be amended from time
to time
4 Rights of utility companies to lay maintain install and repair pipes lines
poles conduits cable boxes and related equipment on over and under the Building and
Common Elements provided that none of such rights imposes any monetary obligation
on the owner of the Unit or materially interferes with the use of or access to the Unit
5 Encroachments of stoops areas cellar steps trim cornices lintels window
sills awnings canopies ledges fences hedges coping and retaining walls projecting
from the Building over any street or highway or over any adjoining property and
encroachments of similar elements projecting from adjoining property over the Common
Elements
6 Any state of facts which an accurate survey or personal inspection of the
Building Common Elements or Unit would disclose provided that such facts do not
prevent the use of the Unit for dwelling purposes For the purposes of this Contract none
of the facts shown on the survey if any identified below shall be deemed to prevent the
use of the Unit for dwelling purposes and Purchaser shall accept title subject thereto
- 17 -
The survey referred to in No 6 above was prepared by
___________________________ dated _____________________ and last revised
____________________
7 The lien of any unpaid common charge real estate tax water charge sewer
rent or vault charge provided the same are paid or apportioned at the Closing as herein
provided
8 The lien of any unpaid assessments to the extent of installments thereof
payable after the Closing
9 Liens encumbrances and title conditions affecting the Common Elements
which do not materially and adversely affect the right of the Unit owner to use and enjoy
the Common Elements
10 Notes or notices of violations of law or governmental orders ordinances or
requirements (a) affecting the Unit and noted or issued subsequent to the date of this
Contract by any governmental department agency or bureau having jurisdiction and (b)
any such notes or notices affecting only the Common Elements which were noted or
issued prior to or on the date of this Contract or at any time hereafter
11 Any other matters or encumbrances subject to which Purchaser is required to
accept title to the Unit pursuant to this Contract
ABOUT THE SPEAKERS
Lisa Lippman Senior Vice President and Director was the 1 broker at Brown Harris Stevens in 2009 With 13 years of experience selling real estate Lisa specializes in the sale of high end cooperatives condominiums and townhomes throughout Manhattan As is clear from her record even in tough times Lisa manages to both sell and find homes for her clients
Other awards Lisa has won in the last few years include
middotWall Street Journal top 400-Lisa was 11 in the nation and 2 in Manhattan 2009middotWall Street Journal top 50 brokers in America 2007middotBrown Harris Stevens Westside Office Broker of the Year All Years 2006 - 2009 middotBrown Harris Stevens Westside Office Listing Broker of the Year 2007 2008 2009middotBrown Harris Stevens Largest New Development Deal of the Year 2009
Prior to becoming a real estate broker Lisa spent several years as a lawyer practicing litigation at two prestigious law firms She graduated from The University of Pennsylvania in 1986 and earned her law degree from Cardozo in 1990 Lisarsquos legal background affords her a keen understanding of the negotiation process as well as the complexities needed to complete the deal
A New York City resident for 24 years Lisa offers impeccable knowledge of the market as it applies across all neighborhoods She has lived downtown on the Upper East Side and has now resided on the Upper West Side for the past 14 years Additionally as the mother of three children Lisa is personally involved in the decisions all buyers face in choosing a neighborhood and a home
Lisa takes pride in being a straight-forward intelligent and honest broker She understands the individual needs of each client as well as their comfort with the purchase andor sale process Her listening talents combined with her unbeatable memory work ethic and negotiation skills allow her to service her buyers and sellers most effectively Lisa is also active in the New York community including the UJA and her childrenrsquos school All of this enables her to offer a well-rounded approach to navigating the New York real estate landscape bringing to life the nuances and charms that the City and its real estate market have to offer
LISA LIPPMANSenior Vice PresidentDirector
Lisa Lippman bull 212- 588-5606 bull fax 212-418-9733 bull llippmanbhsusacom
GIDDINS bull CLAMAN LLP
Attorneys at Law
675 THIRD AVENUE
29TH
FLOOR
NEW YORK NEW YORK 10017
(212)573-6703
FAX (212)949-1923 Paul M Giddins
Scott Claman
Giddins Claman LLP ndash Firm Biography
Giddins Claman LLP (formerly Giddins Claman amp Langs LLP) was
established in 1988 by Paul M Giddins formerly an Assistant District Attorney in
the New York County District Attorneyrsquos Office For over 20 years the firm has
specialized in real estate matters in the New York City metropolitan area with an
active transactional real estate practice Mr Giddins has specialized in residential
real estate during that time In addition to purchase sale and refinance transactions
Mr Giddins represents cooperative apartment boards of directors and condominium
boards of managers Mr Giddins also regularly gives lectures and seminars on real
estate matters for many of the prominent real estate brokerage firms in New York
Scott Claman has been in the practice of law in New York for over 26 years
and joined the firm as a member in 1996 having previously been a partner at a law
firm that specialized in the representation of cooperative apartment boards of
directors and condominium boards of managers Mr Claman is regularly engaged
in a variety of transactional real estate matters ranging from commercial leasing
mortgage financing and asset dispositions to individual apartment and house sales
In addition to individual and institutional owners of residential and commercial real
estate Mr Claman also represents cooperative apartment boards of directors and
condominium boards of managers and has given numerous lectures and seminars
on real estate matters for the Real Estate Board of New York and for many of the
prominent real estate brokerage firms in New York
Steven M Nachman serves as Of Counsel to the firm in connection with
commercial and general litigation matters Mr Nachman formerly associated with
the firm of Stroock amp Stroock amp Lavan has over 20 years of civil litigation
experience
Giddins Claman LLP is proud to provide our clients with the benefits of our
collective experience as seasoned litigators and transactional real estate specialists
while maintaining our personal commitment to represent our clients in a manner
associated with a smaller practice
ManhattanResidential Market Report
Fourth Quarter 2010
Manhattan Cooperatives and Condominiums
2 Fourth Quarter 2010
Average and Median Sale Price
Cooperative Average Sale Price
Condominium Average Sale Price
Cover Property BrownHarrisStevenscom WEB272151
Average Sale Price Median Sale Price
Prices for Manhattan apartments continued to edge upward
as their average sale price of $1432787 was 8 higher
than a year ago This marked the sixth straight quarter that
the average price has risen While the number of recorded
transactions fell 25 from a year ago the fourth quarter of 2009
was uncharacteristically busy due to pent-up demand after the
collapse of Lehman Brothers had frozen the market earlier that year
The average co-op price continued to rise sharply as
more buyers favored larger apartments compared to a year ago Two-bedroom and larger
units accounted for 45 of co-op sales up from 40 a year ago This helped push
the overall average co-op price up 17 from 2009rsquos fourth
quarter to $1158333
Condo prices averaged $1751219 during the fourth
quarter 1 higher than a year ago One-bedrooms posted the
biggest increase in average price rising 9 over the past year
to $844964
Studio 1-Bedroom 2-Bedroom 3+Bedroom All
4th Q 10 $342545 $593718 $1231116 $3150700 $1158333
3rd Q 10 $366086 $606444 $1206257 $3049980 $1156733
2nd Q 10 $356696 $597311 $1301392 $2872496 $1065814
1st Q 10 $334307 $587538 $1132150 $3098881 $1079195
4th Q 09 $345725 $585238 $1133967 $3001012 $990921
Studio 1-Bedroom 2-Bedroom 3+Bedroom All
4th Q 10 $495002 $844964 $1637638 $4567750 $1751219
3rd Q 10 $495876 $809514 $1596021 $3835376 $1724180
2nd Q 10 $464559 $840829 $1570772 $3922994 $1686690
1st Q 10 $529970 $819785 $1608375 $4250098 $1730415
4th Q 09 $554568 $772525 $1583362 $4574080 $1732362
Average Sale Price Median Sale Price
$1600000
$1400000
$1200000
$1000000
$800000
$400000
$600000
$1369883 $820000
1Q10
$1324504 $800000
4Q09
$1432787 $840000
4Q10
$1423378 $890000
3Q10
$1377135 $842779
2Q10
Fourth Quarter 2010 3
New Developments Lofts
Time on the Market
Excludes new developments and units listed over one year Based on the last asking price Excludes new developments
Average Price Per Square Foot
New development prices averaged $1099 per square foot 11 less than during the fourth quarter of 2009 This was due in part to an increase in the percent of new development sales in Northern Manhattan from 9 a year ago to 15 At $1052 the average price per square foot for loft apartments was 3 higher than during 2009rsquos fourth quarter
Apartments sold during the quarter spent an average of 113 days on the market 14 less time than a year ago Sellers received 955 of the last asking price up slightly from the fourth quarter of 2009
Asking Vs Selling Price
$700
$900
$1100
$1300 $1099
4Q10
$1238
4Q09
$1146
1Q10 2Q10
$1176
$700
$900
$1100
$1300 $1052
4Q10
$1017
4Q09
$1037
1Q10
$1066
2Q10
$1112
3Q10
$1077
3Q10
75 days
100 days
125 days
150 days 113
4Q10
132
4Q09
119
1Q10
112
2Q10
85
90
95
100 955
4Q10
954
4Q09
962
1Q10
97
3Q10
959
3Q10
966
2Q10
Generally 59th to 96th Street Fifth Avenue to the East River
Cooperative Condominium
East sidE
4 Fourth Quarter 2010
Average Price Per Square Foot
At an average of $1581971 prices for two-bedroom East Side
apartments were 14 higher than a year ago The average price fell
13 for three-bedroom and larger apartments due in part to 2 closings
of over $30 million a year ago inflating that figure Co-ops fared better than condos as the average
price per room rose for both prewar and postwar co-ops over the past year
while the average condo price per square foot fell
Average Price Per Room
4Q09 4Q10
Studio 1-Bedroom 2-Bedroom 3+Bedroom
Percent of Sales
4th Q 09 10 35 36 19
4th Q 10 11 39 28 22
Average Price
4th Q 09 $351462 $647300 $1383364 $4146087
4th Q 10 $355459 $647207 $1581971 $3605513
Change 1 0 14 -13
$100000
$300000
$150000
$200000
$250000
$350000
$400000
$50000
$200
$1000
$400
$600
$800
$1200
$1400
$0
Postwar
$204713 $210559
Prewar
$348425 $383335
4Q10
$1126
4Q09
$1168
Generally 59th to 110th Street Hudson River to West of Fifth Avenue
WEst sidE
Fourth Quarter 2010 5
Cooperative CondominiumAverage Price Per Room Average Price Per Square Foot
With the exception of studios prices rose for all other size categories of apartments on
the West Side led by a 21 gain in the average price for
three-bedroom and larger units This increase was helped by
535 West End Avenue whose three-bedroom closing prices averaged over $115 million
in the fourth quarter Co-ops remained strong as the average
price per room rose 21 for prewar and 12 for postwar co-ops on the West Side The average condo price per square
foot rose 3 to $1309 making the West Side the only
area where both co-op and condo prices were higher
than a year ago
4Q09 4Q10
Studio 1-Bedroom 2-Bedroom 3+Bedroom
Percent of Sales
4th Q 09 10 37 37 16
4th Q 10 8 33 38 21
Average Price
4th Q 09 $417466 $656421 $1326640 $3325062
4th Q 10 $391228 $766529 $1378920 $4030338
Change -6 17 4 21
$125000
$225000
$150000
$175000
$200000
$250000
$275000
$100000
$200
$1000
$400
$600
$800
$1200
$1400
$0
4Q09
$1267
4Q10
$1309
Prewar
$215967 $260653
Postwar
$189264 $212348
MidtoWn East Generally 34th to 59th Street Fifth Avenue to the East River
MidtoWn
MidtoWn WEst Generally 34th to 59th Street Hudson River to West of Fifth Avenue
6 Fourth Quarter 2010
Cooperative Condominium
Cooperative Condominium
Average Price Per Room Average Price Per Square Foot
Average Price Per Room Average Price Per Square Foot
A couple of high-end closings at The Plaza and One Beacon Court helped bring the average condo price per square foot 27 higher in the Midtown East market compared
to a year ago The average price per room fell 5 for prewar while rising
8 for postwar co-ops
The average price per square foot rose 12 for condos over the
past year in the Midtown West market A number of closings at The Sheffield and Platinum
helped bring up this figure The average price per room fell for
both prewar and postwar co-ops in this market compared
to a year ago
$175000
$100000
$125000
$150000
$200000
$225000
$1000
$250
$500
$750
$1250
$1500
4Q09 4Q10
$212198 $200857
Prewar
$188662 $204639
Postwar
$1171
4Q09
$1485
4Q10
$252044 $199029 $231213 $221850 $1180$1055
4Q10Prewar Postwar 4Q09
$1000
$250
$500
$750
$1250
$1500
4Q09 4Q10
$200000
$50000
$100000
$150000
$250000
$300000
Cooperative Condominium
Fourth Quarter 2010 7
Average Price Per Room Average Price Per Square Foot
South of 34th Street
doWntoWn
While the average price fell 23 for three-bedroom and
larger apartments Downtown from a year ago a large
number of closings at the Superior Ink building inflated 2009rsquos figure This also is a reason why the overall condo
price per square foot fell 10 from a year ago The average
co-op price per room rose 13 for prewar and 4 for
postwar units from 2009rsquos fourth quarter
4Q09 4Q10
Studio 1-Bedroom 2-Bedroom 3+Bedroom
Percent of Sales
4th Q 09 17 43 28 12
4th Q 10 16 41 31 12
Average Price
4th Q 09 $452722 $704292 $1615877 $4665379
4th Q 10 $444618 $741919 $1581625 $3605513
Change -2 5 -2 -23
Prewar
$208503 $235826
Postwar
$188600 $195854
$100000
$200000
$125000
$150000
$175000
$225000
$250000
$75000
$800
$1200
$900
$1000
$1100
$1300
$1400
$700
4Q09
$1326
4Q10
$1194
Cooperative CondominiumAverage Price Per Room Average Price Per Square Foot
Generally North of 96th Street on the East Side and 110th Street on the West Side
NEW YORK CITY bull PALM BEACH bull THE HAMPTONS bull NORTH FORK 2129069200
EAST SIDE445 Park AvenueHall F Willkie PresidentRuth McCoy EVPManaging Director of Sales
UPPER EAST SIDE1121 Madison AvenuePeter R Marra EVPManaging Director of Sales
EDWARD LEE CAVE DIVISION790 Madison AvenueCaroline E Y GuthriePresident
WEST SIDE1926 BroadwayJames M Gricar EVP Managing Director of Sales
BROOKLYN HEIGHTS129 Montague StreetChristopher Thomas EVPManaging Director of Sales
PARK SLOPE100 Seventh AvenueMaryAnn Albano EVPManaging Director of Sales
NEW DEVELOPMENT445 Park Avenue James M GricarManaging DirectorBrown Harris Stevens On-Site Marketing and Sales
Prepared by Gregory Heym Chief Economist Brown Harris Stevenscopy2010 by Brown Harris Stevens All Rights Reserved This information may not be copied used or distributed without Brown Harris Stevensrsquo consent While information is believed true no guaranty is made of accuracy
While the average price fell for three-bedroom and larger apartments it was higher for
all other size categories in Northern Manhattan Condo
prices rose slightly as their average price per square foot of $566 was up 1 from a
year ago The average price per room fell for both prewar and
postwar co-ops compared to a year ago
This report is based on 1901 reported Manhattan apartment sales 25 less than were reported during last yearrsquos comparable period
VILLAGE2 Fifth AvenueKevin Kovesci EVPManaging Director of Sales
TRIBECA43 North MooreKevin Kovesci EVPManaging Director of Sales
northErn Manhattan
Studio 1-Bedroom 2-Bedroom 3+Bedroom
Percent of Sales
4th Q 09 6 35 43 16
4th Q 10 8 38 38 16
Average Price
4th Q 09 $227611 $352759 $567332 $1101778
4th Q 10 $319798 $394509 $577071 $710832
Change 41 12 2 -35
$100
$500
$200
$300
$400
$600
$700
$0
4Q09 4Q10
4Q09
$563
4Q10
$566
$70000
$110000
$80000
$90000
$100000
$120000
$130000
$60000
Prewar
$120601 $97757
Postwar
$110104 $106330
Faculty Biographies
REAL PROPERTY SECTION gt Officer Bio
Chair Leo Genn Esq
Office Address Northside Center for Child Development 1301 Fifth Ave New York NY 10029-3119
Phone 212-426-3406 Fax 212-410-7561 Email lgenn_esqyahoocom
After working briefly as a litigator Mr Genn became House Counsel at NorthsideCenter for Child Development a Manhattan-based not for profit where he handles contract negotiations commercial leasing property management and insurance issues Mr Genn also writes government grants Before law school Mr Genn spent eight years managing commercial and residential real estate in New York City Mr Genn has also worked for New York Citys Office of Economic Development In March 2002 Mr Genns article on the notice requirements in foreclosure proceedings appeared on thecover of the New York Real Estate Law Reporter Mr Gennrsquos favorite law quote is Oliver Wendell Holmes remark A word is not a crystal transparent and unchanged it isthe skin of a living thought and may vary greatly in color and content according to thecircumstances and time in which it is used Mr Gennrsquos favorite case is Raffles v
ichelhaus and his favorite legal fiction is promissory estoppel W
Paul M Giddins Partner
Giddins Claman LLP Paul M Giddins is a partner at Giddins Claman LLP a law firm in New York City Mr Giddins received a Bachelor of Arts degree from Trinity College- Hartford and a law degree from American University Washington School of Law
LISA LIPPMAN | Senior Vice President Director | Licensed Associate Real Estate Broker
printer friendly page
1926 Broadway New York NY 10023 Tel (212) 588-5606 Fax (212) 418-9733 llippmanbhsusacom download contact info view current listings view sold listings
FEATURED PROPERTY - UPPER EAST SIDE
2COOPERATIVE
25 EAST 79TH STREET
rice $1299000
isting ID 1127158
PBedrooms 2 Baths 20 L
Lisa Lippman Senior Vice President and Director was the 1 broker at Brown Harris Stevens in 2009 With 13 years of experience selling real estate Lisa specializes in the sale of high end cooperatives condominiums and townhomes throughout Manhattan As is clear from her record even in tough times Lisa manages to both sell and find homes for her clients Other awards Lisa has won in the last few years include middotWall Street Journal top 400-Lisa was 11 in the nation and 2 in Manhattan 2009 middotWall Street Journal top 50 brokers in America 2007 middotBrown Harris Stevens Westside Office Broker of the Year All Years 2006 - 2009 middotBrown Harris Stevens Westside Office Listing Broker of the Year 2007 2008 2009 middotBrown Harris Stevens Largest New Development Deal of the Year 2009 Prior to becoming a real estate broker Lisa spent several years as a lawyer practicing litigation at two prestigious law firms She graduated from The University of Pennsylvania in 1986 and earned her law degree from Cardozo in 1990 Lisas legal background affords her a keen understanding of the negotiation process as well as the complexities needed to complete the deal A New York City resident for 24 years Lisa offers impeccable knowledge of the market as it applies across all neighborhoods She has lived downtown on the Upper East Side and has now resided on the Upper West Side for the past 14 years Additionally as the mother of three children Lisa is personally involved in the decisions all buyers face in choosing a neighborhood and a home Lisa takes pride in being a straight-forward intelligent and honest broker She understands the individual needs of each client as well as their comfort with the purchase andor sale process Her listening talents combined with her unbeatable memory work ethic and negotiation skills allow her to service her buyers and sellers most effectively Lisa is also active in the New York community including the UJA and her childrens school All of this enables her to offer a well-rounded approach to navigating the New York real estate landscape bringing to life the nuances and charms that the City and its real estate market have to offer
- 8 -
para 14 or (c) with respect to para 6(a)(viii) or para 18(b) sent by fax to the partyrsquos
attorney Each Notice mailed shall be deemed given on the third business day following
the date of mailing the same and each Notice delivered in person or by overnight courier
shall be deemed given when delivered A copy of each notice sent to a party shall also be
sent to the partyrsquos attorney Each notice sent by fax shall be deemed given when
transmission is confirmed by the senders fax machine The attorneys for the parties are
hereby authorized to give and receive on behalf of their clients all Notices and deliveries
15 Purchaserrsquos Lien The Downpayment and all other sums paid on account of
this Contract and the reasonable expenses of the examination of title to and departmental
violation searches in respect of the Unit are hereby made a lien upon the Unit but such
lien shall not continue after default by Purchaser hereunder
16 Downpayment in Escrow (a) Sellerrsquos attorney (ldquoEscroweerdquo) shall hold the
Downpayment in escrow in a segregated bank account at the depository identified at the
end of this Contract until Closing or sooner termination of this Contract and shall pay
over or apply the Downpayment in accordance with the terms of this para 16 Escrowee
shall hold the Downpayment in a(n) interest-bearing Escrow account for the benefit of
the parties If interest is held for the benefit of the parties it shall be paid to the party
entitled to the Downpayment and the party receiving the interest shall pay any income
taxes thereon If interest is not held for the benefit of the parties the Downpayment shall
be placed in an IOLA account or as otherwise permitted or required by law The Social
Security or Federal Identification numbers of the parties shall be furnished to Escrowee
upon request At Closing the Downpayment shall be paid by Escrowee to Seller If for
any reason Closing does not occur and either party gives Notice (as defined in paragraph
14) to Escrowee demanding payment of the Downpayment Escrowee shall give prompt
Notice to the other party of such demand If Escrowee does not receive Notice of
objection from such other party to the proposed payment within 10 business days after
the giving of such Notice Escrowee is hereby authorized and directed to make such
payment If Escrowee does receive such Notice of objection within such 10 day period or
if for any other reason Escrowee in good faith shall elect not to make such payment
Escrowee shall continue to hold such amount until otherwise directed by Notice from the
parties to this Contract or a final nonappealable judgment order or decree of a court
However Escrowee shall have the right at any time to deposit the Downpayment with the
clerk of a court in the county in which the Unit is located and shall give Notice of such
deposit to Seller and Purchaser Upon such deposit or other disbursement in accordance
with the terms of this para 16 Escrowee shall be relieved and discharged of all further
obligations and responsibilities hereunder
(b) The parties acknowledge that Escrowee is acting solely as a
stakeholder at their request and for their convenience and that Escrowee shall not be
liable to either party for any act or omission on its part unless taken or suffered in bad
faith or in willful disregard of this Contract or involving gross negligence on the part of
Escrowee Seller and Purchaser jointly and severally (with right of contribution) agree to
- 9 -
defend (by attorneys selected by Escrowee) indemnify and hold Escrowee harmless from
and against all costs claims and expenses (including reasonable attorneysrsquo fees) incurred
in connection with the performance of Escroweersquos 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 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 Escroweersquos agreement to the provisions of this para 16 by signing in
the place indicated in this Contract
(e) Escrowee or any member of its firm shall be permitted to act as
counsel for Seller in any dispute as to the disbursement of the Downpayment or any other
dispute between the parties whether or not Escrowee is in possession of the
Downpayment and continues to act as Escrowee
(f) The party whose attorney is Escrowee shall be liable for loss of the
Downpayment
17 FIRPTA Seller represents and warrants to Purchaser that Seller is not a
ldquoforeign personrdquo as defined in IRC sect 1445 as amended and the regulations issued
thereunder (ldquoCode Withholding Sectionrdquo) At the Closing Seller shall deliver to
Purchaser a certificate stating that Seller is not a foreign person in the form then required
by the Code Withholding Section or a withholding certificate from the Internal Revenue
Service In the event Seller fails to deliver the aforesaid certificate or in the event that
Purchaser is not entitled under the Code Withholding Section to rely on such certificate
Purchaser shall deduct and withhold from the Purchase Price a sum equal to 10 thereof
and shall at Closing remit the withheld amount with the required forms to the Internal
Revenue Service
18 Title Report Acceptable Title (a) Purchaser shall promptly after the date
hereof or after receipt of the mortgage commitment letter if applicable order a title
insurance report from the Title Company Promptly after receipt of the title report and
thereafter of any continuations thereof and supplements thereto Purchaser shall forward a
copy of each such report continuation or supplement to the attorney for Seller Purchaser
shall further notify Sellerrsquos attorney of any other objections to title not reflected in such
title report of which Purchaser becomes aware following the delivery of such report
reasonably promptly after becoming aware of such objections
(b) Any unpaid taxes assessments water charges and sewer rents
together with the interest and penalties thereon to a date not less than two days following
- 10 -
the date of Closing and any other liens and encumbrances which Seller is obligated to
pay and discharge or which are against corporations estates or other persons in the chain
of title together with the cost of recording or filing any instruments necessary to
discharge such liens and encumbrances of record may be paid out of the proceeds of the
monies payable at the Closing if Seller delivers to Purchaser at the Closing official bills
for such taxes assessments water charges sewer rents interest and penalties and
instruments in recordable form sufficient to discharge any other liens and encumbrances
of record Upon request made a reasonable time before the Closing Purchaser shall
provide at the Closing separate checks for the foregoing payable to the order of the holder
of any such lien charge or encumbrance and other wise complying with subpara 3(b) If
the Title Company is willing to insure Purchaser that such charges liens and
encumbrances will not be collected out of or enforced against the Unit and is willing to
insure the lien of Purchaserrsquos Institutional Lender (as hereinafter defined) free and clear
of any such charges liens and encumbrances then Seller shall have the right in lieu of
payment and discharge to deposit with the Title Company such funds or to give such
assurances or to pay such special or additional premiums as the Title Company may
require in order to so insure In such case the charges liens and encumbrances with
respect to which the Title Company has agreed so to insure shall not be considered
objections to title
(c) Seller shall convey and Purchaser shall accept fee simple title to the
Unit in accordance with the terms of this Contract subject only to (a) the Permitted
Exceptions and (b) such other matters as (i) the Title Company or any other title insurer
licensed to do business by the State of New York shall be willing without special or
additional premium to omit as exceptions to coverage or to except with insurance against
collection out of or enforcement against the Unit and (ii) shall be accepted by any lender
which has committed in writing to provide mortgage financing to Purchaser for the
purchase of the Unit (ldquoPurchaserrsquos Institutional Lenderrdquo) except that if such
acceptance by Purchaserrsquos Institutional Lender is unreasonably withheld or delayed such
acceptance shall be deemed to have been given
(d) Notwithstanding any contrary provisions in this Contract express or
implied or any contrary rule of law or custom if Seller shall be unable to convey the
Unit in accordance with this Contract (provided that Seller shall release discharge or
otherwise cure at or prior to Closing any matter created by Seller after the date hereof and
any existing mortgage unless this sale is subject to it) and if Purchaser elects not to
complete this transaction without abatement of the Purchase Price the sole obligation and
liability of Seller shall be to refund the Downpayment to Purchaser together with the
reasonable cost of the examination of title to and departmental violation searches in
respect of the Unit and upon the making of such refund and payment this Contract shall
be deemed cancelled and of no further force or effect and neither party shall have any
further rights against or obligations or liabilities to the other by reason of this Contract
However nothing contained in this subpara 18(d) shall be construed to relieve Seller
from liability due to a willful default
- 11 -
19 Risk of Loss Casualty (a) The risk of loss or damage to the Unit or the
personal property included in this sale by fire or other casualty until the earlier of the
Closing or possession of the Unit by Purchaser is assumed by Seller but without any
obligation of Seller to repair or replace any such loss or damage unless Seller elects to do
so as hereinafter provided Seller shall notify Purchaser of the occurrence of any such
loss or damage to the Unit or the personal property included in this sale within 10 days
after such occurrence or by the date of Closing whichever first occurs and by such
notice shall state whether or not Seller elects to repair or restore the Unit andor the
personal property as the case may be If Seller elects to make such repairs and
restorations Sellerrsquos notice shall set forth an adjourned date for the Closing which shall
be not more than 60 days after the date of the giving of Sellerrsquos notice If Seller either
does not elect to do so or having elected to make such repairs and restorations fails to
complete the same on or before said adjourned date for the Closing Purchaser shall have
the following options
(i) To declare this Contract cancelled and of no further force or
effect and receive a refund of the Downpayment in which event neither party shall
thereafter have any further rights against or obligations or liabilities to the other by
reason of this Contract or
(ii) To complete the purchase in accordance with this Contract
without reduction in the Purchase Price except as provided in the next sentence If Seller
carries hazard insurance covering such loss or damage Seller shall turn over to Purchaser
at the Closing the net proceeds actually collected by Seller under the provisions of such
hazard insurance policies to the extent that they are attributable to loss of or damage to
any property included in this sale less any sums theretofore expended by Seller in
repairing or replacing such loss or damage or in collecting such proceeds and Seller shall
assign (without recourse to Seller) Sellerrsquos right to receive any additional insurance
proceeds which are attributable to the loss of or damage to any property included in this
sale
(b) If Seller does not elect to make such repairs and restorations
Purchaser may exercise the resulting option under (i) or (ii) of (a) above only by notice
given to Seller within 10 days after receipt of Sellerrsquos notice If Seller elects to make such
repairs and restorations and fails to complete the same on or before the adjourned closing
date Purchaser may exercise either of the resulting options within 10 days after the
adjourned closing date
(c) In the event of any loss of or damage to the Common Elements which
materially and adversely affects access to or use of the Unit arising after the date of this
Contract but prior to the Closing Seller shall notify Purchaser of the occurrence thereof
within 10 days after such occurrence or by the date of Closing whichever occurs first in
which event Purchaser shall have the following options
- 12 -
(i) To complete the purchase in accordance with this Contract
without reduction in the Purchase Price or
(ii) To adjourn the Closing until the first to occur of (1)
completion of the repair and restoration of the loss or damage to the point that there is no
longer a materially adverse effect on the access to or use of the Unit or (2) the 60th day
after the date of the giving of Sellerrsquos aforesaid notice In the event Purchaser elects to
adjourn the Closing as aforesaid and such loss or damage is not so repaired and restored
within 60 days after the date of the giving of Sellerrsquos aforesaid notice then Purchaser
shall have the right either to (x) complete the purchase in accordance with this Contract
without reduction in the Purchase Price or (y) declare this Contract cancelled and of no
further force or effect and receive a refund of the Downpayment in which latter event
neither party shall thereafter have any further rights against or obligations or liabilities
to the other by reason of this Contract
(d) In the event of any loss of or damage to the Common Elements which
does not materially and adversely affect access to or use of the Unit Purchaser shall
accept title to the Unit in accordance with this Contract without abatement of the
Purchase Price
20 Internal Revenue Service Reporting Requirement Each party shall
execute acknowledge and deliver to the other party such instruments and take such other
actions as such other party may reasonably request in order to comply with IRC sect
6045(e) as amended or any successor provision or any regulations promulgated pursuant
thereto insofar as the same requires reporting of information in respect of real estate
transactions The provisions of this para 20 shall survive the Closing The parties
designate _________________________________ as the attorney responsible for
reporting this information as required by law
21 Broker Seller and Purchaser represent and warrant to each other that the only
real estate broker with whom they have dealt in connection with this Contract and the
transaction set forth herein is ______________________________ and that they know of
no other real estate broker who has claimed or may have the right to claim a commission
in connection with this transaction The commission of such real estate broker shall be
paid by Seller pursuant to separate agreement If no real estate broker is specified above
the parties acknowledge that this Contract was brought about by direct negotiation
between Seller and Purchaser and each represents to the other that it knows of no real
estate broker entitled to a commission in connection with this transaction Seller and
Purchaser shall indemnify and defend each other against any costs claims or expenses
(including reasonable attorneysrsquo fees) arising out of the breach on their respective parts of
any representation warranty or agreement contained in this para 21 The provisions of
this para 21 shall survive the Closing or if the Closing does not occur the termination of
this Contract
- 13 -
22 Mortgage Commitment Contingency (Delete paragraph if inapplicable) (a)
The obligation of Purchaser to purchase under this Contract is conditioned upon issuance
on or before ____________ days after a fully executed copy of this Contract is given to
Purchaser or Purchaserrsquos attorney in the manner set forth in paragraph 14 or
subparagraph 22(k) (the ldquoCommitment Daterdquo) 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 Purchasers sole cost and expense of $______________ for a term of at least _______
years (or such lesser sum or shorter term as Purchaser shall be willing to accept) at the
prevailing fixed or adjustable rate of interest and on other customary commitment terms
(the ldquoCommitmentrdquo) To the extent a Commitment is conditioned on the sale of
Purchaserrsquos current home payment of any outstanding debt no material adverse change
in Purchaserrsquos 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 Lenderrsquos approval of an appraisal shall not be deemed a ldquoCommitmentrdquo
hereunder until an appraisal is approved (and if that does not occur before the
Commitment Date Purchaser may cancel under subparagraph 22(e) unless the
Commitment Date is extended) Purchaserrsquos 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 Purchaserrsquos
election more than one Institutional Lender for such mortgage loan (ii) furnish accurate
and complete information regarding Purchaser and members of Purchaserrsquos 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 22(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 (ldquoMortgage Brokerrdquo) shall constitute full compliance with
the terms and conditions set forth in subparagraph 22(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 22
- 14 -
(e) If no Commitment is issued by the 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 22(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 22
(f) If this Contract is canceled by Purchaser pursuant to subparagraphs
22(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 21
(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 22(a) then Purchaser shall be deemed to have waived
Purchaserrsquos right to cancel this Contract and to receive a refund of the Downpayment by
reason of the contingency contained in this paragraph 22
(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 of its obligations under this
paragraph 22) and except as set forth in paragraph 21
(i) The attorneys for the parties are hereby authorized to give and receive
on behalf of their clients all Notices and deliveries under this paragraph 22
(j) For purposes of this Contract the term ldquoInstitutional Lenderrdquo 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
(k) For purposes of subparagraph (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
- 15 -
23 Gender Etc As used in this Contract the neuter includes the masculine and
feminine the singular includes the plural and the plural includes the singular as the
context may require
24 Entire Contract All prior understandings and agreements between Seller and
Purchaser are merged in this Contract and this Contract supersedes any and all
understandings and agreements between the parties and constitutes the entire agreement
between them with respect to the subject matter hereof
25 Captions The captions in this Contract are for convenience and reference
only and in no way define limit or describe the scope of this Contract and shall not be
considered in the interpretation of this Contract or any provision hereof
26 No Assignment by Purchaser Purchaser may not assign this Contract or any
of Purchaserrsquos rights hereunder
27 Successors and Assigns Subject to the provisions of para 26 the provisions
of this Contract shall bind and inure to the benefit of both Purchaser and Seller and their
respective distributees executors administrators heirs legal representatives successors
and permitted assigns
28 No Oral Changes This Contract cannot be changed or terminated orally Any
changes or additional provisions must be set forth in a rider attached hereto or in a
separate written agreement signed by both parties to this Contract
29 Contract Not Binding Until Signed This Contract shall not be binding or
effective until properly executed and delivered by Seller and Purchaser
30 Lead-Based Paint If applicable the complete and fully executed disclosure
of information on lead-based paint andor lead-based paint hazards is attached hereto and
made a part hereof
IN WITNESS WHEREOF the parties hereto have duly executed this Contract
on the day and year first above written
Seller Purchaser
_________________________________ ____________________________________
- 16 -
Agreed to as to para 16 ________________________________
Giddins Claman LLP Escrowee
Escrow Depository
Address
SCHEDULE A - Permitted Exceptions
1 Zoning laws and regulations and landmark historic or wetlands designation
which are not violated by the Unit and which are not violated by the Common Elements
to the extent that access to or use of the Unit would be materially and adversely affected
2 Consents for the erection of any structure or structures on under or above any
street or streets on which the Building may abut
3 The terms burdens covenants restrictions conditions easements and rules
and regulations set forth in the Declaration By-Laws and rules and regulations of the
Condominium the Power of Attorney from Purchaser to the board of managers of the
Condominium and the floor plans of the Condominium all as may be amended from time
to time
4 Rights of utility companies to lay maintain install and repair pipes lines
poles conduits cable boxes and related equipment on over and under the Building and
Common Elements provided that none of such rights imposes any monetary obligation
on the owner of the Unit or materially interferes with the use of or access to the Unit
5 Encroachments of stoops areas cellar steps trim cornices lintels window
sills awnings canopies ledges fences hedges coping and retaining walls projecting
from the Building over any street or highway or over any adjoining property and
encroachments of similar elements projecting from adjoining property over the Common
Elements
6 Any state of facts which an accurate survey or personal inspection of the
Building Common Elements or Unit would disclose provided that such facts do not
prevent the use of the Unit for dwelling purposes For the purposes of this Contract none
of the facts shown on the survey if any identified below shall be deemed to prevent the
use of the Unit for dwelling purposes and Purchaser shall accept title subject thereto
- 17 -
The survey referred to in No 6 above was prepared by
___________________________ dated _____________________ and last revised
____________________
7 The lien of any unpaid common charge real estate tax water charge sewer
rent or vault charge provided the same are paid or apportioned at the Closing as herein
provided
8 The lien of any unpaid assessments to the extent of installments thereof
payable after the Closing
9 Liens encumbrances and title conditions affecting the Common Elements
which do not materially and adversely affect the right of the Unit owner to use and enjoy
the Common Elements
10 Notes or notices of violations of law or governmental orders ordinances or
requirements (a) affecting the Unit and noted or issued subsequent to the date of this
Contract by any governmental department agency or bureau having jurisdiction and (b)
any such notes or notices affecting only the Common Elements which were noted or
issued prior to or on the date of this Contract or at any time hereafter
11 Any other matters or encumbrances subject to which Purchaser is required to
accept title to the Unit pursuant to this Contract
ABOUT THE SPEAKERS
Lisa Lippman Senior Vice President and Director was the 1 broker at Brown Harris Stevens in 2009 With 13 years of experience selling real estate Lisa specializes in the sale of high end cooperatives condominiums and townhomes throughout Manhattan As is clear from her record even in tough times Lisa manages to both sell and find homes for her clients
Other awards Lisa has won in the last few years include
middotWall Street Journal top 400-Lisa was 11 in the nation and 2 in Manhattan 2009middotWall Street Journal top 50 brokers in America 2007middotBrown Harris Stevens Westside Office Broker of the Year All Years 2006 - 2009 middotBrown Harris Stevens Westside Office Listing Broker of the Year 2007 2008 2009middotBrown Harris Stevens Largest New Development Deal of the Year 2009
Prior to becoming a real estate broker Lisa spent several years as a lawyer practicing litigation at two prestigious law firms She graduated from The University of Pennsylvania in 1986 and earned her law degree from Cardozo in 1990 Lisarsquos legal background affords her a keen understanding of the negotiation process as well as the complexities needed to complete the deal
A New York City resident for 24 years Lisa offers impeccable knowledge of the market as it applies across all neighborhoods She has lived downtown on the Upper East Side and has now resided on the Upper West Side for the past 14 years Additionally as the mother of three children Lisa is personally involved in the decisions all buyers face in choosing a neighborhood and a home
Lisa takes pride in being a straight-forward intelligent and honest broker She understands the individual needs of each client as well as their comfort with the purchase andor sale process Her listening talents combined with her unbeatable memory work ethic and negotiation skills allow her to service her buyers and sellers most effectively Lisa is also active in the New York community including the UJA and her childrenrsquos school All of this enables her to offer a well-rounded approach to navigating the New York real estate landscape bringing to life the nuances and charms that the City and its real estate market have to offer
LISA LIPPMANSenior Vice PresidentDirector
Lisa Lippman bull 212- 588-5606 bull fax 212-418-9733 bull llippmanbhsusacom
GIDDINS bull CLAMAN LLP
Attorneys at Law
675 THIRD AVENUE
29TH
FLOOR
NEW YORK NEW YORK 10017
(212)573-6703
FAX (212)949-1923 Paul M Giddins
Scott Claman
Giddins Claman LLP ndash Firm Biography
Giddins Claman LLP (formerly Giddins Claman amp Langs LLP) was
established in 1988 by Paul M Giddins formerly an Assistant District Attorney in
the New York County District Attorneyrsquos Office For over 20 years the firm has
specialized in real estate matters in the New York City metropolitan area with an
active transactional real estate practice Mr Giddins has specialized in residential
real estate during that time In addition to purchase sale and refinance transactions
Mr Giddins represents cooperative apartment boards of directors and condominium
boards of managers Mr Giddins also regularly gives lectures and seminars on real
estate matters for many of the prominent real estate brokerage firms in New York
Scott Claman has been in the practice of law in New York for over 26 years
and joined the firm as a member in 1996 having previously been a partner at a law
firm that specialized in the representation of cooperative apartment boards of
directors and condominium boards of managers Mr Claman is regularly engaged
in a variety of transactional real estate matters ranging from commercial leasing
mortgage financing and asset dispositions to individual apartment and house sales
In addition to individual and institutional owners of residential and commercial real
estate Mr Claman also represents cooperative apartment boards of directors and
condominium boards of managers and has given numerous lectures and seminars
on real estate matters for the Real Estate Board of New York and for many of the
prominent real estate brokerage firms in New York
Steven M Nachman serves as Of Counsel to the firm in connection with
commercial and general litigation matters Mr Nachman formerly associated with
the firm of Stroock amp Stroock amp Lavan has over 20 years of civil litigation
experience
Giddins Claman LLP is proud to provide our clients with the benefits of our
collective experience as seasoned litigators and transactional real estate specialists
while maintaining our personal commitment to represent our clients in a manner
associated with a smaller practice
ManhattanResidential Market Report
Fourth Quarter 2010
Manhattan Cooperatives and Condominiums
2 Fourth Quarter 2010
Average and Median Sale Price
Cooperative Average Sale Price
Condominium Average Sale Price
Cover Property BrownHarrisStevenscom WEB272151
Average Sale Price Median Sale Price
Prices for Manhattan apartments continued to edge upward
as their average sale price of $1432787 was 8 higher
than a year ago This marked the sixth straight quarter that
the average price has risen While the number of recorded
transactions fell 25 from a year ago the fourth quarter of 2009
was uncharacteristically busy due to pent-up demand after the
collapse of Lehman Brothers had frozen the market earlier that year
The average co-op price continued to rise sharply as
more buyers favored larger apartments compared to a year ago Two-bedroom and larger
units accounted for 45 of co-op sales up from 40 a year ago This helped push
the overall average co-op price up 17 from 2009rsquos fourth
quarter to $1158333
Condo prices averaged $1751219 during the fourth
quarter 1 higher than a year ago One-bedrooms posted the
biggest increase in average price rising 9 over the past year
to $844964
Studio 1-Bedroom 2-Bedroom 3+Bedroom All
4th Q 10 $342545 $593718 $1231116 $3150700 $1158333
3rd Q 10 $366086 $606444 $1206257 $3049980 $1156733
2nd Q 10 $356696 $597311 $1301392 $2872496 $1065814
1st Q 10 $334307 $587538 $1132150 $3098881 $1079195
4th Q 09 $345725 $585238 $1133967 $3001012 $990921
Studio 1-Bedroom 2-Bedroom 3+Bedroom All
4th Q 10 $495002 $844964 $1637638 $4567750 $1751219
3rd Q 10 $495876 $809514 $1596021 $3835376 $1724180
2nd Q 10 $464559 $840829 $1570772 $3922994 $1686690
1st Q 10 $529970 $819785 $1608375 $4250098 $1730415
4th Q 09 $554568 $772525 $1583362 $4574080 $1732362
Average Sale Price Median Sale Price
$1600000
$1400000
$1200000
$1000000
$800000
$400000
$600000
$1369883 $820000
1Q10
$1324504 $800000
4Q09
$1432787 $840000
4Q10
$1423378 $890000
3Q10
$1377135 $842779
2Q10
Fourth Quarter 2010 3
New Developments Lofts
Time on the Market
Excludes new developments and units listed over one year Based on the last asking price Excludes new developments
Average Price Per Square Foot
New development prices averaged $1099 per square foot 11 less than during the fourth quarter of 2009 This was due in part to an increase in the percent of new development sales in Northern Manhattan from 9 a year ago to 15 At $1052 the average price per square foot for loft apartments was 3 higher than during 2009rsquos fourth quarter
Apartments sold during the quarter spent an average of 113 days on the market 14 less time than a year ago Sellers received 955 of the last asking price up slightly from the fourth quarter of 2009
Asking Vs Selling Price
$700
$900
$1100
$1300 $1099
4Q10
$1238
4Q09
$1146
1Q10 2Q10
$1176
$700
$900
$1100
$1300 $1052
4Q10
$1017
4Q09
$1037
1Q10
$1066
2Q10
$1112
3Q10
$1077
3Q10
75 days
100 days
125 days
150 days 113
4Q10
132
4Q09
119
1Q10
112
2Q10
85
90
95
100 955
4Q10
954
4Q09
962
1Q10
97
3Q10
959
3Q10
966
2Q10
Generally 59th to 96th Street Fifth Avenue to the East River
Cooperative Condominium
East sidE
4 Fourth Quarter 2010
Average Price Per Square Foot
At an average of $1581971 prices for two-bedroom East Side
apartments were 14 higher than a year ago The average price fell
13 for three-bedroom and larger apartments due in part to 2 closings
of over $30 million a year ago inflating that figure Co-ops fared better than condos as the average
price per room rose for both prewar and postwar co-ops over the past year
while the average condo price per square foot fell
Average Price Per Room
4Q09 4Q10
Studio 1-Bedroom 2-Bedroom 3+Bedroom
Percent of Sales
4th Q 09 10 35 36 19
4th Q 10 11 39 28 22
Average Price
4th Q 09 $351462 $647300 $1383364 $4146087
4th Q 10 $355459 $647207 $1581971 $3605513
Change 1 0 14 -13
$100000
$300000
$150000
$200000
$250000
$350000
$400000
$50000
$200
$1000
$400
$600
$800
$1200
$1400
$0
Postwar
$204713 $210559
Prewar
$348425 $383335
4Q10
$1126
4Q09
$1168
Generally 59th to 110th Street Hudson River to West of Fifth Avenue
WEst sidE
Fourth Quarter 2010 5
Cooperative CondominiumAverage Price Per Room Average Price Per Square Foot
With the exception of studios prices rose for all other size categories of apartments on
the West Side led by a 21 gain in the average price for
three-bedroom and larger units This increase was helped by
535 West End Avenue whose three-bedroom closing prices averaged over $115 million
in the fourth quarter Co-ops remained strong as the average
price per room rose 21 for prewar and 12 for postwar co-ops on the West Side The average condo price per square
foot rose 3 to $1309 making the West Side the only
area where both co-op and condo prices were higher
than a year ago
4Q09 4Q10
Studio 1-Bedroom 2-Bedroom 3+Bedroom
Percent of Sales
4th Q 09 10 37 37 16
4th Q 10 8 33 38 21
Average Price
4th Q 09 $417466 $656421 $1326640 $3325062
4th Q 10 $391228 $766529 $1378920 $4030338
Change -6 17 4 21
$125000
$225000
$150000
$175000
$200000
$250000
$275000
$100000
$200
$1000
$400
$600
$800
$1200
$1400
$0
4Q09
$1267
4Q10
$1309
Prewar
$215967 $260653
Postwar
$189264 $212348
MidtoWn East Generally 34th to 59th Street Fifth Avenue to the East River
MidtoWn
MidtoWn WEst Generally 34th to 59th Street Hudson River to West of Fifth Avenue
6 Fourth Quarter 2010
Cooperative Condominium
Cooperative Condominium
Average Price Per Room Average Price Per Square Foot
Average Price Per Room Average Price Per Square Foot
A couple of high-end closings at The Plaza and One Beacon Court helped bring the average condo price per square foot 27 higher in the Midtown East market compared
to a year ago The average price per room fell 5 for prewar while rising
8 for postwar co-ops
The average price per square foot rose 12 for condos over the
past year in the Midtown West market A number of closings at The Sheffield and Platinum
helped bring up this figure The average price per room fell for
both prewar and postwar co-ops in this market compared
to a year ago
$175000
$100000
$125000
$150000
$200000
$225000
$1000
$250
$500
$750
$1250
$1500
4Q09 4Q10
$212198 $200857
Prewar
$188662 $204639
Postwar
$1171
4Q09
$1485
4Q10
$252044 $199029 $231213 $221850 $1180$1055
4Q10Prewar Postwar 4Q09
$1000
$250
$500
$750
$1250
$1500
4Q09 4Q10
$200000
$50000
$100000
$150000
$250000
$300000
Cooperative Condominium
Fourth Quarter 2010 7
Average Price Per Room Average Price Per Square Foot
South of 34th Street
doWntoWn
While the average price fell 23 for three-bedroom and
larger apartments Downtown from a year ago a large
number of closings at the Superior Ink building inflated 2009rsquos figure This also is a reason why the overall condo
price per square foot fell 10 from a year ago The average
co-op price per room rose 13 for prewar and 4 for
postwar units from 2009rsquos fourth quarter
4Q09 4Q10
Studio 1-Bedroom 2-Bedroom 3+Bedroom
Percent of Sales
4th Q 09 17 43 28 12
4th Q 10 16 41 31 12
Average Price
4th Q 09 $452722 $704292 $1615877 $4665379
4th Q 10 $444618 $741919 $1581625 $3605513
Change -2 5 -2 -23
Prewar
$208503 $235826
Postwar
$188600 $195854
$100000
$200000
$125000
$150000
$175000
$225000
$250000
$75000
$800
$1200
$900
$1000
$1100
$1300
$1400
$700
4Q09
$1326
4Q10
$1194
Cooperative CondominiumAverage Price Per Room Average Price Per Square Foot
Generally North of 96th Street on the East Side and 110th Street on the West Side
NEW YORK CITY bull PALM BEACH bull THE HAMPTONS bull NORTH FORK 2129069200
EAST SIDE445 Park AvenueHall F Willkie PresidentRuth McCoy EVPManaging Director of Sales
UPPER EAST SIDE1121 Madison AvenuePeter R Marra EVPManaging Director of Sales
EDWARD LEE CAVE DIVISION790 Madison AvenueCaroline E Y GuthriePresident
WEST SIDE1926 BroadwayJames M Gricar EVP Managing Director of Sales
BROOKLYN HEIGHTS129 Montague StreetChristopher Thomas EVPManaging Director of Sales
PARK SLOPE100 Seventh AvenueMaryAnn Albano EVPManaging Director of Sales
NEW DEVELOPMENT445 Park Avenue James M GricarManaging DirectorBrown Harris Stevens On-Site Marketing and Sales
Prepared by Gregory Heym Chief Economist Brown Harris Stevenscopy2010 by Brown Harris Stevens All Rights Reserved This information may not be copied used or distributed without Brown Harris Stevensrsquo consent While information is believed true no guaranty is made of accuracy
While the average price fell for three-bedroom and larger apartments it was higher for
all other size categories in Northern Manhattan Condo
prices rose slightly as their average price per square foot of $566 was up 1 from a
year ago The average price per room fell for both prewar and
postwar co-ops compared to a year ago
This report is based on 1901 reported Manhattan apartment sales 25 less than were reported during last yearrsquos comparable period
VILLAGE2 Fifth AvenueKevin Kovesci EVPManaging Director of Sales
TRIBECA43 North MooreKevin Kovesci EVPManaging Director of Sales
northErn Manhattan
Studio 1-Bedroom 2-Bedroom 3+Bedroom
Percent of Sales
4th Q 09 6 35 43 16
4th Q 10 8 38 38 16
Average Price
4th Q 09 $227611 $352759 $567332 $1101778
4th Q 10 $319798 $394509 $577071 $710832
Change 41 12 2 -35
$100
$500
$200
$300
$400
$600
$700
$0
4Q09 4Q10
4Q09
$563
4Q10
$566
$70000
$110000
$80000
$90000
$100000
$120000
$130000
$60000
Prewar
$120601 $97757
Postwar
$110104 $106330
Faculty Biographies
REAL PROPERTY SECTION gt Officer Bio
Chair Leo Genn Esq
Office Address Northside Center for Child Development 1301 Fifth Ave New York NY 10029-3119
Phone 212-426-3406 Fax 212-410-7561 Email lgenn_esqyahoocom
After working briefly as a litigator Mr Genn became House Counsel at NorthsideCenter for Child Development a Manhattan-based not for profit where he handles contract negotiations commercial leasing property management and insurance issues Mr Genn also writes government grants Before law school Mr Genn spent eight years managing commercial and residential real estate in New York City Mr Genn has also worked for New York Citys Office of Economic Development In March 2002 Mr Genns article on the notice requirements in foreclosure proceedings appeared on thecover of the New York Real Estate Law Reporter Mr Gennrsquos favorite law quote is Oliver Wendell Holmes remark A word is not a crystal transparent and unchanged it isthe skin of a living thought and may vary greatly in color and content according to thecircumstances and time in which it is used Mr Gennrsquos favorite case is Raffles v
ichelhaus and his favorite legal fiction is promissory estoppel W
Paul M Giddins Partner
Giddins Claman LLP Paul M Giddins is a partner at Giddins Claman LLP a law firm in New York City Mr Giddins received a Bachelor of Arts degree from Trinity College- Hartford and a law degree from American University Washington School of Law
LISA LIPPMAN | Senior Vice President Director | Licensed Associate Real Estate Broker
printer friendly page
1926 Broadway New York NY 10023 Tel (212) 588-5606 Fax (212) 418-9733 llippmanbhsusacom download contact info view current listings view sold listings
FEATURED PROPERTY - UPPER EAST SIDE
2COOPERATIVE
25 EAST 79TH STREET
rice $1299000
isting ID 1127158
PBedrooms 2 Baths 20 L
Lisa Lippman Senior Vice President and Director was the 1 broker at Brown Harris Stevens in 2009 With 13 years of experience selling real estate Lisa specializes in the sale of high end cooperatives condominiums and townhomes throughout Manhattan As is clear from her record even in tough times Lisa manages to both sell and find homes for her clients Other awards Lisa has won in the last few years include middotWall Street Journal top 400-Lisa was 11 in the nation and 2 in Manhattan 2009 middotWall Street Journal top 50 brokers in America 2007 middotBrown Harris Stevens Westside Office Broker of the Year All Years 2006 - 2009 middotBrown Harris Stevens Westside Office Listing Broker of the Year 2007 2008 2009 middotBrown Harris Stevens Largest New Development Deal of the Year 2009 Prior to becoming a real estate broker Lisa spent several years as a lawyer practicing litigation at two prestigious law firms She graduated from The University of Pennsylvania in 1986 and earned her law degree from Cardozo in 1990 Lisas legal background affords her a keen understanding of the negotiation process as well as the complexities needed to complete the deal A New York City resident for 24 years Lisa offers impeccable knowledge of the market as it applies across all neighborhoods She has lived downtown on the Upper East Side and has now resided on the Upper West Side for the past 14 years Additionally as the mother of three children Lisa is personally involved in the decisions all buyers face in choosing a neighborhood and a home Lisa takes pride in being a straight-forward intelligent and honest broker She understands the individual needs of each client as well as their comfort with the purchase andor sale process Her listening talents combined with her unbeatable memory work ethic and negotiation skills allow her to service her buyers and sellers most effectively Lisa is also active in the New York community including the UJA and her childrens school All of this enables her to offer a well-rounded approach to navigating the New York real estate landscape bringing to life the nuances and charms that the City and its real estate market have to offer
- 9 -
defend (by attorneys selected by Escrowee) indemnify and hold Escrowee harmless from
and against all costs claims and expenses (including reasonable attorneysrsquo fees) incurred
in connection with the performance of Escroweersquos 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 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 Escroweersquos agreement to the provisions of this para 16 by signing in
the place indicated in this Contract
(e) Escrowee or any member of its firm shall be permitted to act as
counsel for Seller in any dispute as to the disbursement of the Downpayment or any other
dispute between the parties whether or not Escrowee is in possession of the
Downpayment and continues to act as Escrowee
(f) The party whose attorney is Escrowee shall be liable for loss of the
Downpayment
17 FIRPTA Seller represents and warrants to Purchaser that Seller is not a
ldquoforeign personrdquo as defined in IRC sect 1445 as amended and the regulations issued
thereunder (ldquoCode Withholding Sectionrdquo) At the Closing Seller shall deliver to
Purchaser a certificate stating that Seller is not a foreign person in the form then required
by the Code Withholding Section or a withholding certificate from the Internal Revenue
Service In the event Seller fails to deliver the aforesaid certificate or in the event that
Purchaser is not entitled under the Code Withholding Section to rely on such certificate
Purchaser shall deduct and withhold from the Purchase Price a sum equal to 10 thereof
and shall at Closing remit the withheld amount with the required forms to the Internal
Revenue Service
18 Title Report Acceptable Title (a) Purchaser shall promptly after the date
hereof or after receipt of the mortgage commitment letter if applicable order a title
insurance report from the Title Company Promptly after receipt of the title report and
thereafter of any continuations thereof and supplements thereto Purchaser shall forward a
copy of each such report continuation or supplement to the attorney for Seller Purchaser
shall further notify Sellerrsquos attorney of any other objections to title not reflected in such
title report of which Purchaser becomes aware following the delivery of such report
reasonably promptly after becoming aware of such objections
(b) Any unpaid taxes assessments water charges and sewer rents
together with the interest and penalties thereon to a date not less than two days following
- 10 -
the date of Closing and any other liens and encumbrances which Seller is obligated to
pay and discharge or which are against corporations estates or other persons in the chain
of title together with the cost of recording or filing any instruments necessary to
discharge such liens and encumbrances of record may be paid out of the proceeds of the
monies payable at the Closing if Seller delivers to Purchaser at the Closing official bills
for such taxes assessments water charges sewer rents interest and penalties and
instruments in recordable form sufficient to discharge any other liens and encumbrances
of record Upon request made a reasonable time before the Closing Purchaser shall
provide at the Closing separate checks for the foregoing payable to the order of the holder
of any such lien charge or encumbrance and other wise complying with subpara 3(b) If
the Title Company is willing to insure Purchaser that such charges liens and
encumbrances will not be collected out of or enforced against the Unit and is willing to
insure the lien of Purchaserrsquos Institutional Lender (as hereinafter defined) free and clear
of any such charges liens and encumbrances then Seller shall have the right in lieu of
payment and discharge to deposit with the Title Company such funds or to give such
assurances or to pay such special or additional premiums as the Title Company may
require in order to so insure In such case the charges liens and encumbrances with
respect to which the Title Company has agreed so to insure shall not be considered
objections to title
(c) Seller shall convey and Purchaser shall accept fee simple title to the
Unit in accordance with the terms of this Contract subject only to (a) the Permitted
Exceptions and (b) such other matters as (i) the Title Company or any other title insurer
licensed to do business by the State of New York shall be willing without special or
additional premium to omit as exceptions to coverage or to except with insurance against
collection out of or enforcement against the Unit and (ii) shall be accepted by any lender
which has committed in writing to provide mortgage financing to Purchaser for the
purchase of the Unit (ldquoPurchaserrsquos Institutional Lenderrdquo) except that if such
acceptance by Purchaserrsquos Institutional Lender is unreasonably withheld or delayed such
acceptance shall be deemed to have been given
(d) Notwithstanding any contrary provisions in this Contract express or
implied or any contrary rule of law or custom if Seller shall be unable to convey the
Unit in accordance with this Contract (provided that Seller shall release discharge or
otherwise cure at or prior to Closing any matter created by Seller after the date hereof and
any existing mortgage unless this sale is subject to it) and if Purchaser elects not to
complete this transaction without abatement of the Purchase Price the sole obligation and
liability of Seller shall be to refund the Downpayment to Purchaser together with the
reasonable cost of the examination of title to and departmental violation searches in
respect of the Unit and upon the making of such refund and payment this Contract shall
be deemed cancelled and of no further force or effect and neither party shall have any
further rights against or obligations or liabilities to the other by reason of this Contract
However nothing contained in this subpara 18(d) shall be construed to relieve Seller
from liability due to a willful default
- 11 -
19 Risk of Loss Casualty (a) The risk of loss or damage to the Unit or the
personal property included in this sale by fire or other casualty until the earlier of the
Closing or possession of the Unit by Purchaser is assumed by Seller but without any
obligation of Seller to repair or replace any such loss or damage unless Seller elects to do
so as hereinafter provided Seller shall notify Purchaser of the occurrence of any such
loss or damage to the Unit or the personal property included in this sale within 10 days
after such occurrence or by the date of Closing whichever first occurs and by such
notice shall state whether or not Seller elects to repair or restore the Unit andor the
personal property as the case may be If Seller elects to make such repairs and
restorations Sellerrsquos notice shall set forth an adjourned date for the Closing which shall
be not more than 60 days after the date of the giving of Sellerrsquos notice If Seller either
does not elect to do so or having elected to make such repairs and restorations fails to
complete the same on or before said adjourned date for the Closing Purchaser shall have
the following options
(i) To declare this Contract cancelled and of no further force or
effect and receive a refund of the Downpayment in which event neither party shall
thereafter have any further rights against or obligations or liabilities to the other by
reason of this Contract or
(ii) To complete the purchase in accordance with this Contract
without reduction in the Purchase Price except as provided in the next sentence If Seller
carries hazard insurance covering such loss or damage Seller shall turn over to Purchaser
at the Closing the net proceeds actually collected by Seller under the provisions of such
hazard insurance policies to the extent that they are attributable to loss of or damage to
any property included in this sale less any sums theretofore expended by Seller in
repairing or replacing such loss or damage or in collecting such proceeds and Seller shall
assign (without recourse to Seller) Sellerrsquos right to receive any additional insurance
proceeds which are attributable to the loss of or damage to any property included in this
sale
(b) If Seller does not elect to make such repairs and restorations
Purchaser may exercise the resulting option under (i) or (ii) of (a) above only by notice
given to Seller within 10 days after receipt of Sellerrsquos notice If Seller elects to make such
repairs and restorations and fails to complete the same on or before the adjourned closing
date Purchaser may exercise either of the resulting options within 10 days after the
adjourned closing date
(c) In the event of any loss of or damage to the Common Elements which
materially and adversely affects access to or use of the Unit arising after the date of this
Contract but prior to the Closing Seller shall notify Purchaser of the occurrence thereof
within 10 days after such occurrence or by the date of Closing whichever occurs first in
which event Purchaser shall have the following options
- 12 -
(i) To complete the purchase in accordance with this Contract
without reduction in the Purchase Price or
(ii) To adjourn the Closing until the first to occur of (1)
completion of the repair and restoration of the loss or damage to the point that there is no
longer a materially adverse effect on the access to or use of the Unit or (2) the 60th day
after the date of the giving of Sellerrsquos aforesaid notice In the event Purchaser elects to
adjourn the Closing as aforesaid and such loss or damage is not so repaired and restored
within 60 days after the date of the giving of Sellerrsquos aforesaid notice then Purchaser
shall have the right either to (x) complete the purchase in accordance with this Contract
without reduction in the Purchase Price or (y) declare this Contract cancelled and of no
further force or effect and receive a refund of the Downpayment in which latter event
neither party shall thereafter have any further rights against or obligations or liabilities
to the other by reason of this Contract
(d) In the event of any loss of or damage to the Common Elements which
does not materially and adversely affect access to or use of the Unit Purchaser shall
accept title to the Unit in accordance with this Contract without abatement of the
Purchase Price
20 Internal Revenue Service Reporting Requirement Each party shall
execute acknowledge and deliver to the other party such instruments and take such other
actions as such other party may reasonably request in order to comply with IRC sect
6045(e) as amended or any successor provision or any regulations promulgated pursuant
thereto insofar as the same requires reporting of information in respect of real estate
transactions The provisions of this para 20 shall survive the Closing The parties
designate _________________________________ as the attorney responsible for
reporting this information as required by law
21 Broker Seller and Purchaser represent and warrant to each other that the only
real estate broker with whom they have dealt in connection with this Contract and the
transaction set forth herein is ______________________________ and that they know of
no other real estate broker who has claimed or may have the right to claim a commission
in connection with this transaction The commission of such real estate broker shall be
paid by Seller pursuant to separate agreement If no real estate broker is specified above
the parties acknowledge that this Contract was brought about by direct negotiation
between Seller and Purchaser and each represents to the other that it knows of no real
estate broker entitled to a commission in connection with this transaction Seller and
Purchaser shall indemnify and defend each other against any costs claims or expenses
(including reasonable attorneysrsquo fees) arising out of the breach on their respective parts of
any representation warranty or agreement contained in this para 21 The provisions of
this para 21 shall survive the Closing or if the Closing does not occur the termination of
this Contract
- 13 -
22 Mortgage Commitment Contingency (Delete paragraph if inapplicable) (a)
The obligation of Purchaser to purchase under this Contract is conditioned upon issuance
on or before ____________ days after a fully executed copy of this Contract is given to
Purchaser or Purchaserrsquos attorney in the manner set forth in paragraph 14 or
subparagraph 22(k) (the ldquoCommitment Daterdquo) 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 Purchasers sole cost and expense of $______________ for a term of at least _______
years (or such lesser sum or shorter term as Purchaser shall be willing to accept) at the
prevailing fixed or adjustable rate of interest and on other customary commitment terms
(the ldquoCommitmentrdquo) To the extent a Commitment is conditioned on the sale of
Purchaserrsquos current home payment of any outstanding debt no material adverse change
in Purchaserrsquos 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 Lenderrsquos approval of an appraisal shall not be deemed a ldquoCommitmentrdquo
hereunder until an appraisal is approved (and if that does not occur before the
Commitment Date Purchaser may cancel under subparagraph 22(e) unless the
Commitment Date is extended) Purchaserrsquos 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 Purchaserrsquos
election more than one Institutional Lender for such mortgage loan (ii) furnish accurate
and complete information regarding Purchaser and members of Purchaserrsquos 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 22(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 (ldquoMortgage Brokerrdquo) shall constitute full compliance with
the terms and conditions set forth in subparagraph 22(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 22
- 14 -
(e) If no Commitment is issued by the 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 22(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 22
(f) If this Contract is canceled by Purchaser pursuant to subparagraphs
22(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 21
(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 22(a) then Purchaser shall be deemed to have waived
Purchaserrsquos right to cancel this Contract and to receive a refund of the Downpayment by
reason of the contingency contained in this paragraph 22
(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 of its obligations under this
paragraph 22) and except as set forth in paragraph 21
(i) The attorneys for the parties are hereby authorized to give and receive
on behalf of their clients all Notices and deliveries under this paragraph 22
(j) For purposes of this Contract the term ldquoInstitutional Lenderrdquo 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
(k) For purposes of subparagraph (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
- 15 -
23 Gender Etc As used in this Contract the neuter includes the masculine and
feminine the singular includes the plural and the plural includes the singular as the
context may require
24 Entire Contract All prior understandings and agreements between Seller and
Purchaser are merged in this Contract and this Contract supersedes any and all
understandings and agreements between the parties and constitutes the entire agreement
between them with respect to the subject matter hereof
25 Captions The captions in this Contract are for convenience and reference
only and in no way define limit or describe the scope of this Contract and shall not be
considered in the interpretation of this Contract or any provision hereof
26 No Assignment by Purchaser Purchaser may not assign this Contract or any
of Purchaserrsquos rights hereunder
27 Successors and Assigns Subject to the provisions of para 26 the provisions
of this Contract shall bind and inure to the benefit of both Purchaser and Seller and their
respective distributees executors administrators heirs legal representatives successors
and permitted assigns
28 No Oral Changes This Contract cannot be changed or terminated orally Any
changes or additional provisions must be set forth in a rider attached hereto or in a
separate written agreement signed by both parties to this Contract
29 Contract Not Binding Until Signed This Contract shall not be binding or
effective until properly executed and delivered by Seller and Purchaser
30 Lead-Based Paint If applicable the complete and fully executed disclosure
of information on lead-based paint andor lead-based paint hazards is attached hereto and
made a part hereof
IN WITNESS WHEREOF the parties hereto have duly executed this Contract
on the day and year first above written
Seller Purchaser
_________________________________ ____________________________________
- 16 -
Agreed to as to para 16 ________________________________
Giddins Claman LLP Escrowee
Escrow Depository
Address
SCHEDULE A - Permitted Exceptions
1 Zoning laws and regulations and landmark historic or wetlands designation
which are not violated by the Unit and which are not violated by the Common Elements
to the extent that access to or use of the Unit would be materially and adversely affected
2 Consents for the erection of any structure or structures on under or above any
street or streets on which the Building may abut
3 The terms burdens covenants restrictions conditions easements and rules
and regulations set forth in the Declaration By-Laws and rules and regulations of the
Condominium the Power of Attorney from Purchaser to the board of managers of the
Condominium and the floor plans of the Condominium all as may be amended from time
to time
4 Rights of utility companies to lay maintain install and repair pipes lines
poles conduits cable boxes and related equipment on over and under the Building and
Common Elements provided that none of such rights imposes any monetary obligation
on the owner of the Unit or materially interferes with the use of or access to the Unit
5 Encroachments of stoops areas cellar steps trim cornices lintels window
sills awnings canopies ledges fences hedges coping and retaining walls projecting
from the Building over any street or highway or over any adjoining property and
encroachments of similar elements projecting from adjoining property over the Common
Elements
6 Any state of facts which an accurate survey or personal inspection of the
Building Common Elements or Unit would disclose provided that such facts do not
prevent the use of the Unit for dwelling purposes For the purposes of this Contract none
of the facts shown on the survey if any identified below shall be deemed to prevent the
use of the Unit for dwelling purposes and Purchaser shall accept title subject thereto
- 17 -
The survey referred to in No 6 above was prepared by
___________________________ dated _____________________ and last revised
____________________
7 The lien of any unpaid common charge real estate tax water charge sewer
rent or vault charge provided the same are paid or apportioned at the Closing as herein
provided
8 The lien of any unpaid assessments to the extent of installments thereof
payable after the Closing
9 Liens encumbrances and title conditions affecting the Common Elements
which do not materially and adversely affect the right of the Unit owner to use and enjoy
the Common Elements
10 Notes or notices of violations of law or governmental orders ordinances or
requirements (a) affecting the Unit and noted or issued subsequent to the date of this
Contract by any governmental department agency or bureau having jurisdiction and (b)
any such notes or notices affecting only the Common Elements which were noted or
issued prior to or on the date of this Contract or at any time hereafter
11 Any other matters or encumbrances subject to which Purchaser is required to
accept title to the Unit pursuant to this Contract
ABOUT THE SPEAKERS
Lisa Lippman Senior Vice President and Director was the 1 broker at Brown Harris Stevens in 2009 With 13 years of experience selling real estate Lisa specializes in the sale of high end cooperatives condominiums and townhomes throughout Manhattan As is clear from her record even in tough times Lisa manages to both sell and find homes for her clients
Other awards Lisa has won in the last few years include
middotWall Street Journal top 400-Lisa was 11 in the nation and 2 in Manhattan 2009middotWall Street Journal top 50 brokers in America 2007middotBrown Harris Stevens Westside Office Broker of the Year All Years 2006 - 2009 middotBrown Harris Stevens Westside Office Listing Broker of the Year 2007 2008 2009middotBrown Harris Stevens Largest New Development Deal of the Year 2009
Prior to becoming a real estate broker Lisa spent several years as a lawyer practicing litigation at two prestigious law firms She graduated from The University of Pennsylvania in 1986 and earned her law degree from Cardozo in 1990 Lisarsquos legal background affords her a keen understanding of the negotiation process as well as the complexities needed to complete the deal
A New York City resident for 24 years Lisa offers impeccable knowledge of the market as it applies across all neighborhoods She has lived downtown on the Upper East Side and has now resided on the Upper West Side for the past 14 years Additionally as the mother of three children Lisa is personally involved in the decisions all buyers face in choosing a neighborhood and a home
Lisa takes pride in being a straight-forward intelligent and honest broker She understands the individual needs of each client as well as their comfort with the purchase andor sale process Her listening talents combined with her unbeatable memory work ethic and negotiation skills allow her to service her buyers and sellers most effectively Lisa is also active in the New York community including the UJA and her childrenrsquos school All of this enables her to offer a well-rounded approach to navigating the New York real estate landscape bringing to life the nuances and charms that the City and its real estate market have to offer
LISA LIPPMANSenior Vice PresidentDirector
Lisa Lippman bull 212- 588-5606 bull fax 212-418-9733 bull llippmanbhsusacom
GIDDINS bull CLAMAN LLP
Attorneys at Law
675 THIRD AVENUE
29TH
FLOOR
NEW YORK NEW YORK 10017
(212)573-6703
FAX (212)949-1923 Paul M Giddins
Scott Claman
Giddins Claman LLP ndash Firm Biography
Giddins Claman LLP (formerly Giddins Claman amp Langs LLP) was
established in 1988 by Paul M Giddins formerly an Assistant District Attorney in
the New York County District Attorneyrsquos Office For over 20 years the firm has
specialized in real estate matters in the New York City metropolitan area with an
active transactional real estate practice Mr Giddins has specialized in residential
real estate during that time In addition to purchase sale and refinance transactions
Mr Giddins represents cooperative apartment boards of directors and condominium
boards of managers Mr Giddins also regularly gives lectures and seminars on real
estate matters for many of the prominent real estate brokerage firms in New York
Scott Claman has been in the practice of law in New York for over 26 years
and joined the firm as a member in 1996 having previously been a partner at a law
firm that specialized in the representation of cooperative apartment boards of
directors and condominium boards of managers Mr Claman is regularly engaged
in a variety of transactional real estate matters ranging from commercial leasing
mortgage financing and asset dispositions to individual apartment and house sales
In addition to individual and institutional owners of residential and commercial real
estate Mr Claman also represents cooperative apartment boards of directors and
condominium boards of managers and has given numerous lectures and seminars
on real estate matters for the Real Estate Board of New York and for many of the
prominent real estate brokerage firms in New York
Steven M Nachman serves as Of Counsel to the firm in connection with
commercial and general litigation matters Mr Nachman formerly associated with
the firm of Stroock amp Stroock amp Lavan has over 20 years of civil litigation
experience
Giddins Claman LLP is proud to provide our clients with the benefits of our
collective experience as seasoned litigators and transactional real estate specialists
while maintaining our personal commitment to represent our clients in a manner
associated with a smaller practice
ManhattanResidential Market Report
Fourth Quarter 2010
Manhattan Cooperatives and Condominiums
2 Fourth Quarter 2010
Average and Median Sale Price
Cooperative Average Sale Price
Condominium Average Sale Price
Cover Property BrownHarrisStevenscom WEB272151
Average Sale Price Median Sale Price
Prices for Manhattan apartments continued to edge upward
as their average sale price of $1432787 was 8 higher
than a year ago This marked the sixth straight quarter that
the average price has risen While the number of recorded
transactions fell 25 from a year ago the fourth quarter of 2009
was uncharacteristically busy due to pent-up demand after the
collapse of Lehman Brothers had frozen the market earlier that year
The average co-op price continued to rise sharply as
more buyers favored larger apartments compared to a year ago Two-bedroom and larger
units accounted for 45 of co-op sales up from 40 a year ago This helped push
the overall average co-op price up 17 from 2009rsquos fourth
quarter to $1158333
Condo prices averaged $1751219 during the fourth
quarter 1 higher than a year ago One-bedrooms posted the
biggest increase in average price rising 9 over the past year
to $844964
Studio 1-Bedroom 2-Bedroom 3+Bedroom All
4th Q 10 $342545 $593718 $1231116 $3150700 $1158333
3rd Q 10 $366086 $606444 $1206257 $3049980 $1156733
2nd Q 10 $356696 $597311 $1301392 $2872496 $1065814
1st Q 10 $334307 $587538 $1132150 $3098881 $1079195
4th Q 09 $345725 $585238 $1133967 $3001012 $990921
Studio 1-Bedroom 2-Bedroom 3+Bedroom All
4th Q 10 $495002 $844964 $1637638 $4567750 $1751219
3rd Q 10 $495876 $809514 $1596021 $3835376 $1724180
2nd Q 10 $464559 $840829 $1570772 $3922994 $1686690
1st Q 10 $529970 $819785 $1608375 $4250098 $1730415
4th Q 09 $554568 $772525 $1583362 $4574080 $1732362
Average Sale Price Median Sale Price
$1600000
$1400000
$1200000
$1000000
$800000
$400000
$600000
$1369883 $820000
1Q10
$1324504 $800000
4Q09
$1432787 $840000
4Q10
$1423378 $890000
3Q10
$1377135 $842779
2Q10
Fourth Quarter 2010 3
New Developments Lofts
Time on the Market
Excludes new developments and units listed over one year Based on the last asking price Excludes new developments
Average Price Per Square Foot
New development prices averaged $1099 per square foot 11 less than during the fourth quarter of 2009 This was due in part to an increase in the percent of new development sales in Northern Manhattan from 9 a year ago to 15 At $1052 the average price per square foot for loft apartments was 3 higher than during 2009rsquos fourth quarter
Apartments sold during the quarter spent an average of 113 days on the market 14 less time than a year ago Sellers received 955 of the last asking price up slightly from the fourth quarter of 2009
Asking Vs Selling Price
$700
$900
$1100
$1300 $1099
4Q10
$1238
4Q09
$1146
1Q10 2Q10
$1176
$700
$900
$1100
$1300 $1052
4Q10
$1017
4Q09
$1037
1Q10
$1066
2Q10
$1112
3Q10
$1077
3Q10
75 days
100 days
125 days
150 days 113
4Q10
132
4Q09
119
1Q10
112
2Q10
85
90
95
100 955
4Q10
954
4Q09
962
1Q10
97
3Q10
959
3Q10
966
2Q10
Generally 59th to 96th Street Fifth Avenue to the East River
Cooperative Condominium
East sidE
4 Fourth Quarter 2010
Average Price Per Square Foot
At an average of $1581971 prices for two-bedroom East Side
apartments were 14 higher than a year ago The average price fell
13 for three-bedroom and larger apartments due in part to 2 closings
of over $30 million a year ago inflating that figure Co-ops fared better than condos as the average
price per room rose for both prewar and postwar co-ops over the past year
while the average condo price per square foot fell
Average Price Per Room
4Q09 4Q10
Studio 1-Bedroom 2-Bedroom 3+Bedroom
Percent of Sales
4th Q 09 10 35 36 19
4th Q 10 11 39 28 22
Average Price
4th Q 09 $351462 $647300 $1383364 $4146087
4th Q 10 $355459 $647207 $1581971 $3605513
Change 1 0 14 -13
$100000
$300000
$150000
$200000
$250000
$350000
$400000
$50000
$200
$1000
$400
$600
$800
$1200
$1400
$0
Postwar
$204713 $210559
Prewar
$348425 $383335
4Q10
$1126
4Q09
$1168
Generally 59th to 110th Street Hudson River to West of Fifth Avenue
WEst sidE
Fourth Quarter 2010 5
Cooperative CondominiumAverage Price Per Room Average Price Per Square Foot
With the exception of studios prices rose for all other size categories of apartments on
the West Side led by a 21 gain in the average price for
three-bedroom and larger units This increase was helped by
535 West End Avenue whose three-bedroom closing prices averaged over $115 million
in the fourth quarter Co-ops remained strong as the average
price per room rose 21 for prewar and 12 for postwar co-ops on the West Side The average condo price per square
foot rose 3 to $1309 making the West Side the only
area where both co-op and condo prices were higher
than a year ago
4Q09 4Q10
Studio 1-Bedroom 2-Bedroom 3+Bedroom
Percent of Sales
4th Q 09 10 37 37 16
4th Q 10 8 33 38 21
Average Price
4th Q 09 $417466 $656421 $1326640 $3325062
4th Q 10 $391228 $766529 $1378920 $4030338
Change -6 17 4 21
$125000
$225000
$150000
$175000
$200000
$250000
$275000
$100000
$200
$1000
$400
$600
$800
$1200
$1400
$0
4Q09
$1267
4Q10
$1309
Prewar
$215967 $260653
Postwar
$189264 $212348
MidtoWn East Generally 34th to 59th Street Fifth Avenue to the East River
MidtoWn
MidtoWn WEst Generally 34th to 59th Street Hudson River to West of Fifth Avenue
6 Fourth Quarter 2010
Cooperative Condominium
Cooperative Condominium
Average Price Per Room Average Price Per Square Foot
Average Price Per Room Average Price Per Square Foot
A couple of high-end closings at The Plaza and One Beacon Court helped bring the average condo price per square foot 27 higher in the Midtown East market compared
to a year ago The average price per room fell 5 for prewar while rising
8 for postwar co-ops
The average price per square foot rose 12 for condos over the
past year in the Midtown West market A number of closings at The Sheffield and Platinum
helped bring up this figure The average price per room fell for
both prewar and postwar co-ops in this market compared
to a year ago
$175000
$100000
$125000
$150000
$200000
$225000
$1000
$250
$500
$750
$1250
$1500
4Q09 4Q10
$212198 $200857
Prewar
$188662 $204639
Postwar
$1171
4Q09
$1485
4Q10
$252044 $199029 $231213 $221850 $1180$1055
4Q10Prewar Postwar 4Q09
$1000
$250
$500
$750
$1250
$1500
4Q09 4Q10
$200000
$50000
$100000
$150000
$250000
$300000
Cooperative Condominium
Fourth Quarter 2010 7
Average Price Per Room Average Price Per Square Foot
South of 34th Street
doWntoWn
While the average price fell 23 for three-bedroom and
larger apartments Downtown from a year ago a large
number of closings at the Superior Ink building inflated 2009rsquos figure This also is a reason why the overall condo
price per square foot fell 10 from a year ago The average
co-op price per room rose 13 for prewar and 4 for
postwar units from 2009rsquos fourth quarter
4Q09 4Q10
Studio 1-Bedroom 2-Bedroom 3+Bedroom
Percent of Sales
4th Q 09 17 43 28 12
4th Q 10 16 41 31 12
Average Price
4th Q 09 $452722 $704292 $1615877 $4665379
4th Q 10 $444618 $741919 $1581625 $3605513
Change -2 5 -2 -23
Prewar
$208503 $235826
Postwar
$188600 $195854
$100000
$200000
$125000
$150000
$175000
$225000
$250000
$75000
$800
$1200
$900
$1000
$1100
$1300
$1400
$700
4Q09
$1326
4Q10
$1194
Cooperative CondominiumAverage Price Per Room Average Price Per Square Foot
Generally North of 96th Street on the East Side and 110th Street on the West Side
NEW YORK CITY bull PALM BEACH bull THE HAMPTONS bull NORTH FORK 2129069200
EAST SIDE445 Park AvenueHall F Willkie PresidentRuth McCoy EVPManaging Director of Sales
UPPER EAST SIDE1121 Madison AvenuePeter R Marra EVPManaging Director of Sales
EDWARD LEE CAVE DIVISION790 Madison AvenueCaroline E Y GuthriePresident
WEST SIDE1926 BroadwayJames M Gricar EVP Managing Director of Sales
BROOKLYN HEIGHTS129 Montague StreetChristopher Thomas EVPManaging Director of Sales
PARK SLOPE100 Seventh AvenueMaryAnn Albano EVPManaging Director of Sales
NEW DEVELOPMENT445 Park Avenue James M GricarManaging DirectorBrown Harris Stevens On-Site Marketing and Sales
Prepared by Gregory Heym Chief Economist Brown Harris Stevenscopy2010 by Brown Harris Stevens All Rights Reserved This information may not be copied used or distributed without Brown Harris Stevensrsquo consent While information is believed true no guaranty is made of accuracy
While the average price fell for three-bedroom and larger apartments it was higher for
all other size categories in Northern Manhattan Condo
prices rose slightly as their average price per square foot of $566 was up 1 from a
year ago The average price per room fell for both prewar and
postwar co-ops compared to a year ago
This report is based on 1901 reported Manhattan apartment sales 25 less than were reported during last yearrsquos comparable period
VILLAGE2 Fifth AvenueKevin Kovesci EVPManaging Director of Sales
TRIBECA43 North MooreKevin Kovesci EVPManaging Director of Sales
northErn Manhattan
Studio 1-Bedroom 2-Bedroom 3+Bedroom
Percent of Sales
4th Q 09 6 35 43 16
4th Q 10 8 38 38 16
Average Price
4th Q 09 $227611 $352759 $567332 $1101778
4th Q 10 $319798 $394509 $577071 $710832
Change 41 12 2 -35
$100
$500
$200
$300
$400
$600
$700
$0
4Q09 4Q10
4Q09
$563
4Q10
$566
$70000
$110000
$80000
$90000
$100000
$120000
$130000
$60000
Prewar
$120601 $97757
Postwar
$110104 $106330
Faculty Biographies
REAL PROPERTY SECTION gt Officer Bio
Chair Leo Genn Esq
Office Address Northside Center for Child Development 1301 Fifth Ave New York NY 10029-3119
Phone 212-426-3406 Fax 212-410-7561 Email lgenn_esqyahoocom
After working briefly as a litigator Mr Genn became House Counsel at NorthsideCenter for Child Development a Manhattan-based not for profit where he handles contract negotiations commercial leasing property management and insurance issues Mr Genn also writes government grants Before law school Mr Genn spent eight years managing commercial and residential real estate in New York City Mr Genn has also worked for New York Citys Office of Economic Development In March 2002 Mr Genns article on the notice requirements in foreclosure proceedings appeared on thecover of the New York Real Estate Law Reporter Mr Gennrsquos favorite law quote is Oliver Wendell Holmes remark A word is not a crystal transparent and unchanged it isthe skin of a living thought and may vary greatly in color and content according to thecircumstances and time in which it is used Mr Gennrsquos favorite case is Raffles v
ichelhaus and his favorite legal fiction is promissory estoppel W
Paul M Giddins Partner
Giddins Claman LLP Paul M Giddins is a partner at Giddins Claman LLP a law firm in New York City Mr Giddins received a Bachelor of Arts degree from Trinity College- Hartford and a law degree from American University Washington School of Law
LISA LIPPMAN | Senior Vice President Director | Licensed Associate Real Estate Broker
printer friendly page
1926 Broadway New York NY 10023 Tel (212) 588-5606 Fax (212) 418-9733 llippmanbhsusacom download contact info view current listings view sold listings
FEATURED PROPERTY - UPPER EAST SIDE
2COOPERATIVE
25 EAST 79TH STREET
rice $1299000
isting ID 1127158
PBedrooms 2 Baths 20 L
Lisa Lippman Senior Vice President and Director was the 1 broker at Brown Harris Stevens in 2009 With 13 years of experience selling real estate Lisa specializes in the sale of high end cooperatives condominiums and townhomes throughout Manhattan As is clear from her record even in tough times Lisa manages to both sell and find homes for her clients Other awards Lisa has won in the last few years include middotWall Street Journal top 400-Lisa was 11 in the nation and 2 in Manhattan 2009 middotWall Street Journal top 50 brokers in America 2007 middotBrown Harris Stevens Westside Office Broker of the Year All Years 2006 - 2009 middotBrown Harris Stevens Westside Office Listing Broker of the Year 2007 2008 2009 middotBrown Harris Stevens Largest New Development Deal of the Year 2009 Prior to becoming a real estate broker Lisa spent several years as a lawyer practicing litigation at two prestigious law firms She graduated from The University of Pennsylvania in 1986 and earned her law degree from Cardozo in 1990 Lisas legal background affords her a keen understanding of the negotiation process as well as the complexities needed to complete the deal A New York City resident for 24 years Lisa offers impeccable knowledge of the market as it applies across all neighborhoods She has lived downtown on the Upper East Side and has now resided on the Upper West Side for the past 14 years Additionally as the mother of three children Lisa is personally involved in the decisions all buyers face in choosing a neighborhood and a home Lisa takes pride in being a straight-forward intelligent and honest broker She understands the individual needs of each client as well as their comfort with the purchase andor sale process Her listening talents combined with her unbeatable memory work ethic and negotiation skills allow her to service her buyers and sellers most effectively Lisa is also active in the New York community including the UJA and her childrens school All of this enables her to offer a well-rounded approach to navigating the New York real estate landscape bringing to life the nuances and charms that the City and its real estate market have to offer
- 10 -
the date of Closing and any other liens and encumbrances which Seller is obligated to
pay and discharge or which are against corporations estates or other persons in the chain
of title together with the cost of recording or filing any instruments necessary to
discharge such liens and encumbrances of record may be paid out of the proceeds of the
monies payable at the Closing if Seller delivers to Purchaser at the Closing official bills
for such taxes assessments water charges sewer rents interest and penalties and
instruments in recordable form sufficient to discharge any other liens and encumbrances
of record Upon request made a reasonable time before the Closing Purchaser shall
provide at the Closing separate checks for the foregoing payable to the order of the holder
of any such lien charge or encumbrance and other wise complying with subpara 3(b) If
the Title Company is willing to insure Purchaser that such charges liens and
encumbrances will not be collected out of or enforced against the Unit and is willing to
insure the lien of Purchaserrsquos Institutional Lender (as hereinafter defined) free and clear
of any such charges liens and encumbrances then Seller shall have the right in lieu of
payment and discharge to deposit with the Title Company such funds or to give such
assurances or to pay such special or additional premiums as the Title Company may
require in order to so insure In such case the charges liens and encumbrances with
respect to which the Title Company has agreed so to insure shall not be considered
objections to title
(c) Seller shall convey and Purchaser shall accept fee simple title to the
Unit in accordance with the terms of this Contract subject only to (a) the Permitted
Exceptions and (b) such other matters as (i) the Title Company or any other title insurer
licensed to do business by the State of New York shall be willing without special or
additional premium to omit as exceptions to coverage or to except with insurance against
collection out of or enforcement against the Unit and (ii) shall be accepted by any lender
which has committed in writing to provide mortgage financing to Purchaser for the
purchase of the Unit (ldquoPurchaserrsquos Institutional Lenderrdquo) except that if such
acceptance by Purchaserrsquos Institutional Lender is unreasonably withheld or delayed such
acceptance shall be deemed to have been given
(d) Notwithstanding any contrary provisions in this Contract express or
implied or any contrary rule of law or custom if Seller shall be unable to convey the
Unit in accordance with this Contract (provided that Seller shall release discharge or
otherwise cure at or prior to Closing any matter created by Seller after the date hereof and
any existing mortgage unless this sale is subject to it) and if Purchaser elects not to
complete this transaction without abatement of the Purchase Price the sole obligation and
liability of Seller shall be to refund the Downpayment to Purchaser together with the
reasonable cost of the examination of title to and departmental violation searches in
respect of the Unit and upon the making of such refund and payment this Contract shall
be deemed cancelled and of no further force or effect and neither party shall have any
further rights against or obligations or liabilities to the other by reason of this Contract
However nothing contained in this subpara 18(d) shall be construed to relieve Seller
from liability due to a willful default
- 11 -
19 Risk of Loss Casualty (a) The risk of loss or damage to the Unit or the
personal property included in this sale by fire or other casualty until the earlier of the
Closing or possession of the Unit by Purchaser is assumed by Seller but without any
obligation of Seller to repair or replace any such loss or damage unless Seller elects to do
so as hereinafter provided Seller shall notify Purchaser of the occurrence of any such
loss or damage to the Unit or the personal property included in this sale within 10 days
after such occurrence or by the date of Closing whichever first occurs and by such
notice shall state whether or not Seller elects to repair or restore the Unit andor the
personal property as the case may be If Seller elects to make such repairs and
restorations Sellerrsquos notice shall set forth an adjourned date for the Closing which shall
be not more than 60 days after the date of the giving of Sellerrsquos notice If Seller either
does not elect to do so or having elected to make such repairs and restorations fails to
complete the same on or before said adjourned date for the Closing Purchaser shall have
the following options
(i) To declare this Contract cancelled and of no further force or
effect and receive a refund of the Downpayment in which event neither party shall
thereafter have any further rights against or obligations or liabilities to the other by
reason of this Contract or
(ii) To complete the purchase in accordance with this Contract
without reduction in the Purchase Price except as provided in the next sentence If Seller
carries hazard insurance covering such loss or damage Seller shall turn over to Purchaser
at the Closing the net proceeds actually collected by Seller under the provisions of such
hazard insurance policies to the extent that they are attributable to loss of or damage to
any property included in this sale less any sums theretofore expended by Seller in
repairing or replacing such loss or damage or in collecting such proceeds and Seller shall
assign (without recourse to Seller) Sellerrsquos right to receive any additional insurance
proceeds which are attributable to the loss of or damage to any property included in this
sale
(b) If Seller does not elect to make such repairs and restorations
Purchaser may exercise the resulting option under (i) or (ii) of (a) above only by notice
given to Seller within 10 days after receipt of Sellerrsquos notice If Seller elects to make such
repairs and restorations and fails to complete the same on or before the adjourned closing
date Purchaser may exercise either of the resulting options within 10 days after the
adjourned closing date
(c) In the event of any loss of or damage to the Common Elements which
materially and adversely affects access to or use of the Unit arising after the date of this
Contract but prior to the Closing Seller shall notify Purchaser of the occurrence thereof
within 10 days after such occurrence or by the date of Closing whichever occurs first in
which event Purchaser shall have the following options
- 12 -
(i) To complete the purchase in accordance with this Contract
without reduction in the Purchase Price or
(ii) To adjourn the Closing until the first to occur of (1)
completion of the repair and restoration of the loss or damage to the point that there is no
longer a materially adverse effect on the access to or use of the Unit or (2) the 60th day
after the date of the giving of Sellerrsquos aforesaid notice In the event Purchaser elects to
adjourn the Closing as aforesaid and such loss or damage is not so repaired and restored
within 60 days after the date of the giving of Sellerrsquos aforesaid notice then Purchaser
shall have the right either to (x) complete the purchase in accordance with this Contract
without reduction in the Purchase Price or (y) declare this Contract cancelled and of no
further force or effect and receive a refund of the Downpayment in which latter event
neither party shall thereafter have any further rights against or obligations or liabilities
to the other by reason of this Contract
(d) In the event of any loss of or damage to the Common Elements which
does not materially and adversely affect access to or use of the Unit Purchaser shall
accept title to the Unit in accordance with this Contract without abatement of the
Purchase Price
20 Internal Revenue Service Reporting Requirement Each party shall
execute acknowledge and deliver to the other party such instruments and take such other
actions as such other party may reasonably request in order to comply with IRC sect
6045(e) as amended or any successor provision or any regulations promulgated pursuant
thereto insofar as the same requires reporting of information in respect of real estate
transactions The provisions of this para 20 shall survive the Closing The parties
designate _________________________________ as the attorney responsible for
reporting this information as required by law
21 Broker Seller and Purchaser represent and warrant to each other that the only
real estate broker with whom they have dealt in connection with this Contract and the
transaction set forth herein is ______________________________ and that they know of
no other real estate broker who has claimed or may have the right to claim a commission
in connection with this transaction The commission of such real estate broker shall be
paid by Seller pursuant to separate agreement If no real estate broker is specified above
the parties acknowledge that this Contract was brought about by direct negotiation
between Seller and Purchaser and each represents to the other that it knows of no real
estate broker entitled to a commission in connection with this transaction Seller and
Purchaser shall indemnify and defend each other against any costs claims or expenses
(including reasonable attorneysrsquo fees) arising out of the breach on their respective parts of
any representation warranty or agreement contained in this para 21 The provisions of
this para 21 shall survive the Closing or if the Closing does not occur the termination of
this Contract
- 13 -
22 Mortgage Commitment Contingency (Delete paragraph if inapplicable) (a)
The obligation of Purchaser to purchase under this Contract is conditioned upon issuance
on or before ____________ days after a fully executed copy of this Contract is given to
Purchaser or Purchaserrsquos attorney in the manner set forth in paragraph 14 or
subparagraph 22(k) (the ldquoCommitment Daterdquo) 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 Purchasers sole cost and expense of $______________ for a term of at least _______
years (or such lesser sum or shorter term as Purchaser shall be willing to accept) at the
prevailing fixed or adjustable rate of interest and on other customary commitment terms
(the ldquoCommitmentrdquo) To the extent a Commitment is conditioned on the sale of
Purchaserrsquos current home payment of any outstanding debt no material adverse change
in Purchaserrsquos 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 Lenderrsquos approval of an appraisal shall not be deemed a ldquoCommitmentrdquo
hereunder until an appraisal is approved (and if that does not occur before the
Commitment Date Purchaser may cancel under subparagraph 22(e) unless the
Commitment Date is extended) Purchaserrsquos 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 Purchaserrsquos
election more than one Institutional Lender for such mortgage loan (ii) furnish accurate
and complete information regarding Purchaser and members of Purchaserrsquos 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 22(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 (ldquoMortgage Brokerrdquo) shall constitute full compliance with
the terms and conditions set forth in subparagraph 22(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 22
- 14 -
(e) If no Commitment is issued by the 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 22(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 22
(f) If this Contract is canceled by Purchaser pursuant to subparagraphs
22(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 21
(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 22(a) then Purchaser shall be deemed to have waived
Purchaserrsquos right to cancel this Contract and to receive a refund of the Downpayment by
reason of the contingency contained in this paragraph 22
(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 of its obligations under this
paragraph 22) and except as set forth in paragraph 21
(i) The attorneys for the parties are hereby authorized to give and receive
on behalf of their clients all Notices and deliveries under this paragraph 22
(j) For purposes of this Contract the term ldquoInstitutional Lenderrdquo 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
(k) For purposes of subparagraph (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
- 15 -
23 Gender Etc As used in this Contract the neuter includes the masculine and
feminine the singular includes the plural and the plural includes the singular as the
context may require
24 Entire Contract All prior understandings and agreements between Seller and
Purchaser are merged in this Contract and this Contract supersedes any and all
understandings and agreements between the parties and constitutes the entire agreement
between them with respect to the subject matter hereof
25 Captions The captions in this Contract are for convenience and reference
only and in no way define limit or describe the scope of this Contract and shall not be
considered in the interpretation of this Contract or any provision hereof
26 No Assignment by Purchaser Purchaser may not assign this Contract or any
of Purchaserrsquos rights hereunder
27 Successors and Assigns Subject to the provisions of para 26 the provisions
of this Contract shall bind and inure to the benefit of both Purchaser and Seller and their
respective distributees executors administrators heirs legal representatives successors
and permitted assigns
28 No Oral Changes This Contract cannot be changed or terminated orally Any
changes or additional provisions must be set forth in a rider attached hereto or in a
separate written agreement signed by both parties to this Contract
29 Contract Not Binding Until Signed This Contract shall not be binding or
effective until properly executed and delivered by Seller and Purchaser
30 Lead-Based Paint If applicable the complete and fully executed disclosure
of information on lead-based paint andor lead-based paint hazards is attached hereto and
made a part hereof
IN WITNESS WHEREOF the parties hereto have duly executed this Contract
on the day and year first above written
Seller Purchaser
_________________________________ ____________________________________
- 16 -
Agreed to as to para 16 ________________________________
Giddins Claman LLP Escrowee
Escrow Depository
Address
SCHEDULE A - Permitted Exceptions
1 Zoning laws and regulations and landmark historic or wetlands designation
which are not violated by the Unit and which are not violated by the Common Elements
to the extent that access to or use of the Unit would be materially and adversely affected
2 Consents for the erection of any structure or structures on under or above any
street or streets on which the Building may abut
3 The terms burdens covenants restrictions conditions easements and rules
and regulations set forth in the Declaration By-Laws and rules and regulations of the
Condominium the Power of Attorney from Purchaser to the board of managers of the
Condominium and the floor plans of the Condominium all as may be amended from time
to time
4 Rights of utility companies to lay maintain install and repair pipes lines
poles conduits cable boxes and related equipment on over and under the Building and
Common Elements provided that none of such rights imposes any monetary obligation
on the owner of the Unit or materially interferes with the use of or access to the Unit
5 Encroachments of stoops areas cellar steps trim cornices lintels window
sills awnings canopies ledges fences hedges coping and retaining walls projecting
from the Building over any street or highway or over any adjoining property and
encroachments of similar elements projecting from adjoining property over the Common
Elements
6 Any state of facts which an accurate survey or personal inspection of the
Building Common Elements or Unit would disclose provided that such facts do not
prevent the use of the Unit for dwelling purposes For the purposes of this Contract none
of the facts shown on the survey if any identified below shall be deemed to prevent the
use of the Unit for dwelling purposes and Purchaser shall accept title subject thereto
- 17 -
The survey referred to in No 6 above was prepared by
___________________________ dated _____________________ and last revised
____________________
7 The lien of any unpaid common charge real estate tax water charge sewer
rent or vault charge provided the same are paid or apportioned at the Closing as herein
provided
8 The lien of any unpaid assessments to the extent of installments thereof
payable after the Closing
9 Liens encumbrances and title conditions affecting the Common Elements
which do not materially and adversely affect the right of the Unit owner to use and enjoy
the Common Elements
10 Notes or notices of violations of law or governmental orders ordinances or
requirements (a) affecting the Unit and noted or issued subsequent to the date of this
Contract by any governmental department agency or bureau having jurisdiction and (b)
any such notes or notices affecting only the Common Elements which were noted or
issued prior to or on the date of this Contract or at any time hereafter
11 Any other matters or encumbrances subject to which Purchaser is required to
accept title to the Unit pursuant to this Contract
ABOUT THE SPEAKERS
Lisa Lippman Senior Vice President and Director was the 1 broker at Brown Harris Stevens in 2009 With 13 years of experience selling real estate Lisa specializes in the sale of high end cooperatives condominiums and townhomes throughout Manhattan As is clear from her record even in tough times Lisa manages to both sell and find homes for her clients
Other awards Lisa has won in the last few years include
middotWall Street Journal top 400-Lisa was 11 in the nation and 2 in Manhattan 2009middotWall Street Journal top 50 brokers in America 2007middotBrown Harris Stevens Westside Office Broker of the Year All Years 2006 - 2009 middotBrown Harris Stevens Westside Office Listing Broker of the Year 2007 2008 2009middotBrown Harris Stevens Largest New Development Deal of the Year 2009
Prior to becoming a real estate broker Lisa spent several years as a lawyer practicing litigation at two prestigious law firms She graduated from The University of Pennsylvania in 1986 and earned her law degree from Cardozo in 1990 Lisarsquos legal background affords her a keen understanding of the negotiation process as well as the complexities needed to complete the deal
A New York City resident for 24 years Lisa offers impeccable knowledge of the market as it applies across all neighborhoods She has lived downtown on the Upper East Side and has now resided on the Upper West Side for the past 14 years Additionally as the mother of three children Lisa is personally involved in the decisions all buyers face in choosing a neighborhood and a home
Lisa takes pride in being a straight-forward intelligent and honest broker She understands the individual needs of each client as well as their comfort with the purchase andor sale process Her listening talents combined with her unbeatable memory work ethic and negotiation skills allow her to service her buyers and sellers most effectively Lisa is also active in the New York community including the UJA and her childrenrsquos school All of this enables her to offer a well-rounded approach to navigating the New York real estate landscape bringing to life the nuances and charms that the City and its real estate market have to offer
LISA LIPPMANSenior Vice PresidentDirector
Lisa Lippman bull 212- 588-5606 bull fax 212-418-9733 bull llippmanbhsusacom
GIDDINS bull CLAMAN LLP
Attorneys at Law
675 THIRD AVENUE
29TH
FLOOR
NEW YORK NEW YORK 10017
(212)573-6703
FAX (212)949-1923 Paul M Giddins
Scott Claman
Giddins Claman LLP ndash Firm Biography
Giddins Claman LLP (formerly Giddins Claman amp Langs LLP) was
established in 1988 by Paul M Giddins formerly an Assistant District Attorney in
the New York County District Attorneyrsquos Office For over 20 years the firm has
specialized in real estate matters in the New York City metropolitan area with an
active transactional real estate practice Mr Giddins has specialized in residential
real estate during that time In addition to purchase sale and refinance transactions
Mr Giddins represents cooperative apartment boards of directors and condominium
boards of managers Mr Giddins also regularly gives lectures and seminars on real
estate matters for many of the prominent real estate brokerage firms in New York
Scott Claman has been in the practice of law in New York for over 26 years
and joined the firm as a member in 1996 having previously been a partner at a law
firm that specialized in the representation of cooperative apartment boards of
directors and condominium boards of managers Mr Claman is regularly engaged
in a variety of transactional real estate matters ranging from commercial leasing
mortgage financing and asset dispositions to individual apartment and house sales
In addition to individual and institutional owners of residential and commercial real
estate Mr Claman also represents cooperative apartment boards of directors and
condominium boards of managers and has given numerous lectures and seminars
on real estate matters for the Real Estate Board of New York and for many of the
prominent real estate brokerage firms in New York
Steven M Nachman serves as Of Counsel to the firm in connection with
commercial and general litigation matters Mr Nachman formerly associated with
the firm of Stroock amp Stroock amp Lavan has over 20 years of civil litigation
experience
Giddins Claman LLP is proud to provide our clients with the benefits of our
collective experience as seasoned litigators and transactional real estate specialists
while maintaining our personal commitment to represent our clients in a manner
associated with a smaller practice
ManhattanResidential Market Report
Fourth Quarter 2010
Manhattan Cooperatives and Condominiums
2 Fourth Quarter 2010
Average and Median Sale Price
Cooperative Average Sale Price
Condominium Average Sale Price
Cover Property BrownHarrisStevenscom WEB272151
Average Sale Price Median Sale Price
Prices for Manhattan apartments continued to edge upward
as their average sale price of $1432787 was 8 higher
than a year ago This marked the sixth straight quarter that
the average price has risen While the number of recorded
transactions fell 25 from a year ago the fourth quarter of 2009
was uncharacteristically busy due to pent-up demand after the
collapse of Lehman Brothers had frozen the market earlier that year
The average co-op price continued to rise sharply as
more buyers favored larger apartments compared to a year ago Two-bedroom and larger
units accounted for 45 of co-op sales up from 40 a year ago This helped push
the overall average co-op price up 17 from 2009rsquos fourth
quarter to $1158333
Condo prices averaged $1751219 during the fourth
quarter 1 higher than a year ago One-bedrooms posted the
biggest increase in average price rising 9 over the past year
to $844964
Studio 1-Bedroom 2-Bedroom 3+Bedroom All
4th Q 10 $342545 $593718 $1231116 $3150700 $1158333
3rd Q 10 $366086 $606444 $1206257 $3049980 $1156733
2nd Q 10 $356696 $597311 $1301392 $2872496 $1065814
1st Q 10 $334307 $587538 $1132150 $3098881 $1079195
4th Q 09 $345725 $585238 $1133967 $3001012 $990921
Studio 1-Bedroom 2-Bedroom 3+Bedroom All
4th Q 10 $495002 $844964 $1637638 $4567750 $1751219
3rd Q 10 $495876 $809514 $1596021 $3835376 $1724180
2nd Q 10 $464559 $840829 $1570772 $3922994 $1686690
1st Q 10 $529970 $819785 $1608375 $4250098 $1730415
4th Q 09 $554568 $772525 $1583362 $4574080 $1732362
Average Sale Price Median Sale Price
$1600000
$1400000
$1200000
$1000000
$800000
$400000
$600000
$1369883 $820000
1Q10
$1324504 $800000
4Q09
$1432787 $840000
4Q10
$1423378 $890000
3Q10
$1377135 $842779
2Q10
Fourth Quarter 2010 3
New Developments Lofts
Time on the Market
Excludes new developments and units listed over one year Based on the last asking price Excludes new developments
Average Price Per Square Foot
New development prices averaged $1099 per square foot 11 less than during the fourth quarter of 2009 This was due in part to an increase in the percent of new development sales in Northern Manhattan from 9 a year ago to 15 At $1052 the average price per square foot for loft apartments was 3 higher than during 2009rsquos fourth quarter
Apartments sold during the quarter spent an average of 113 days on the market 14 less time than a year ago Sellers received 955 of the last asking price up slightly from the fourth quarter of 2009
Asking Vs Selling Price
$700
$900
$1100
$1300 $1099
4Q10
$1238
4Q09
$1146
1Q10 2Q10
$1176
$700
$900
$1100
$1300 $1052
4Q10
$1017
4Q09
$1037
1Q10
$1066
2Q10
$1112
3Q10
$1077
3Q10
75 days
100 days
125 days
150 days 113
4Q10
132
4Q09
119
1Q10
112
2Q10
85
90
95
100 955
4Q10
954
4Q09
962
1Q10
97
3Q10
959
3Q10
966
2Q10
Generally 59th to 96th Street Fifth Avenue to the East River
Cooperative Condominium
East sidE
4 Fourth Quarter 2010
Average Price Per Square Foot
At an average of $1581971 prices for two-bedroom East Side
apartments were 14 higher than a year ago The average price fell
13 for three-bedroom and larger apartments due in part to 2 closings
of over $30 million a year ago inflating that figure Co-ops fared better than condos as the average
price per room rose for both prewar and postwar co-ops over the past year
while the average condo price per square foot fell
Average Price Per Room
4Q09 4Q10
Studio 1-Bedroom 2-Bedroom 3+Bedroom
Percent of Sales
4th Q 09 10 35 36 19
4th Q 10 11 39 28 22
Average Price
4th Q 09 $351462 $647300 $1383364 $4146087
4th Q 10 $355459 $647207 $1581971 $3605513
Change 1 0 14 -13
$100000
$300000
$150000
$200000
$250000
$350000
$400000
$50000
$200
$1000
$400
$600
$800
$1200
$1400
$0
Postwar
$204713 $210559
Prewar
$348425 $383335
4Q10
$1126
4Q09
$1168
Generally 59th to 110th Street Hudson River to West of Fifth Avenue
WEst sidE
Fourth Quarter 2010 5
Cooperative CondominiumAverage Price Per Room Average Price Per Square Foot
With the exception of studios prices rose for all other size categories of apartments on
the West Side led by a 21 gain in the average price for
three-bedroom and larger units This increase was helped by
535 West End Avenue whose three-bedroom closing prices averaged over $115 million
in the fourth quarter Co-ops remained strong as the average
price per room rose 21 for prewar and 12 for postwar co-ops on the West Side The average condo price per square
foot rose 3 to $1309 making the West Side the only
area where both co-op and condo prices were higher
than a year ago
4Q09 4Q10
Studio 1-Bedroom 2-Bedroom 3+Bedroom
Percent of Sales
4th Q 09 10 37 37 16
4th Q 10 8 33 38 21
Average Price
4th Q 09 $417466 $656421 $1326640 $3325062
4th Q 10 $391228 $766529 $1378920 $4030338
Change -6 17 4 21
$125000
$225000
$150000
$175000
$200000
$250000
$275000
$100000
$200
$1000
$400
$600
$800
$1200
$1400
$0
4Q09
$1267
4Q10
$1309
Prewar
$215967 $260653
Postwar
$189264 $212348
MidtoWn East Generally 34th to 59th Street Fifth Avenue to the East River
MidtoWn
MidtoWn WEst Generally 34th to 59th Street Hudson River to West of Fifth Avenue
6 Fourth Quarter 2010
Cooperative Condominium
Cooperative Condominium
Average Price Per Room Average Price Per Square Foot
Average Price Per Room Average Price Per Square Foot
A couple of high-end closings at The Plaza and One Beacon Court helped bring the average condo price per square foot 27 higher in the Midtown East market compared
to a year ago The average price per room fell 5 for prewar while rising
8 for postwar co-ops
The average price per square foot rose 12 for condos over the
past year in the Midtown West market A number of closings at The Sheffield and Platinum
helped bring up this figure The average price per room fell for
both prewar and postwar co-ops in this market compared
to a year ago
$175000
$100000
$125000
$150000
$200000
$225000
$1000
$250
$500
$750
$1250
$1500
4Q09 4Q10
$212198 $200857
Prewar
$188662 $204639
Postwar
$1171
4Q09
$1485
4Q10
$252044 $199029 $231213 $221850 $1180$1055
4Q10Prewar Postwar 4Q09
$1000
$250
$500
$750
$1250
$1500
4Q09 4Q10
$200000
$50000
$100000
$150000
$250000
$300000
Cooperative Condominium
Fourth Quarter 2010 7
Average Price Per Room Average Price Per Square Foot
South of 34th Street
doWntoWn
While the average price fell 23 for three-bedroom and
larger apartments Downtown from a year ago a large
number of closings at the Superior Ink building inflated 2009rsquos figure This also is a reason why the overall condo
price per square foot fell 10 from a year ago The average
co-op price per room rose 13 for prewar and 4 for
postwar units from 2009rsquos fourth quarter
4Q09 4Q10
Studio 1-Bedroom 2-Bedroom 3+Bedroom
Percent of Sales
4th Q 09 17 43 28 12
4th Q 10 16 41 31 12
Average Price
4th Q 09 $452722 $704292 $1615877 $4665379
4th Q 10 $444618 $741919 $1581625 $3605513
Change -2 5 -2 -23
Prewar
$208503 $235826
Postwar
$188600 $195854
$100000
$200000
$125000
$150000
$175000
$225000
$250000
$75000
$800
$1200
$900
$1000
$1100
$1300
$1400
$700
4Q09
$1326
4Q10
$1194
Cooperative CondominiumAverage Price Per Room Average Price Per Square Foot
Generally North of 96th Street on the East Side and 110th Street on the West Side
NEW YORK CITY bull PALM BEACH bull THE HAMPTONS bull NORTH FORK 2129069200
EAST SIDE445 Park AvenueHall F Willkie PresidentRuth McCoy EVPManaging Director of Sales
UPPER EAST SIDE1121 Madison AvenuePeter R Marra EVPManaging Director of Sales
EDWARD LEE CAVE DIVISION790 Madison AvenueCaroline E Y GuthriePresident
WEST SIDE1926 BroadwayJames M Gricar EVP Managing Director of Sales
BROOKLYN HEIGHTS129 Montague StreetChristopher Thomas EVPManaging Director of Sales
PARK SLOPE100 Seventh AvenueMaryAnn Albano EVPManaging Director of Sales
NEW DEVELOPMENT445 Park Avenue James M GricarManaging DirectorBrown Harris Stevens On-Site Marketing and Sales
Prepared by Gregory Heym Chief Economist Brown Harris Stevenscopy2010 by Brown Harris Stevens All Rights Reserved This information may not be copied used or distributed without Brown Harris Stevensrsquo consent While information is believed true no guaranty is made of accuracy
While the average price fell for three-bedroom and larger apartments it was higher for
all other size categories in Northern Manhattan Condo
prices rose slightly as their average price per square foot of $566 was up 1 from a
year ago The average price per room fell for both prewar and
postwar co-ops compared to a year ago
This report is based on 1901 reported Manhattan apartment sales 25 less than were reported during last yearrsquos comparable period
VILLAGE2 Fifth AvenueKevin Kovesci EVPManaging Director of Sales
TRIBECA43 North MooreKevin Kovesci EVPManaging Director of Sales
northErn Manhattan
Studio 1-Bedroom 2-Bedroom 3+Bedroom
Percent of Sales
4th Q 09 6 35 43 16
4th Q 10 8 38 38 16
Average Price
4th Q 09 $227611 $352759 $567332 $1101778
4th Q 10 $319798 $394509 $577071 $710832
Change 41 12 2 -35
$100
$500
$200
$300
$400
$600
$700
$0
4Q09 4Q10
4Q09
$563
4Q10
$566
$70000
$110000
$80000
$90000
$100000
$120000
$130000
$60000
Prewar
$120601 $97757
Postwar
$110104 $106330
Faculty Biographies
REAL PROPERTY SECTION gt Officer Bio
Chair Leo Genn Esq
Office Address Northside Center for Child Development 1301 Fifth Ave New York NY 10029-3119
Phone 212-426-3406 Fax 212-410-7561 Email lgenn_esqyahoocom
After working briefly as a litigator Mr Genn became House Counsel at NorthsideCenter for Child Development a Manhattan-based not for profit where he handles contract negotiations commercial leasing property management and insurance issues Mr Genn also writes government grants Before law school Mr Genn spent eight years managing commercial and residential real estate in New York City Mr Genn has also worked for New York Citys Office of Economic Development In March 2002 Mr Genns article on the notice requirements in foreclosure proceedings appeared on thecover of the New York Real Estate Law Reporter Mr Gennrsquos favorite law quote is Oliver Wendell Holmes remark A word is not a crystal transparent and unchanged it isthe skin of a living thought and may vary greatly in color and content according to thecircumstances and time in which it is used Mr Gennrsquos favorite case is Raffles v
ichelhaus and his favorite legal fiction is promissory estoppel W
Paul M Giddins Partner
Giddins Claman LLP Paul M Giddins is a partner at Giddins Claman LLP a law firm in New York City Mr Giddins received a Bachelor of Arts degree from Trinity College- Hartford and a law degree from American University Washington School of Law
LISA LIPPMAN | Senior Vice President Director | Licensed Associate Real Estate Broker
printer friendly page
1926 Broadway New York NY 10023 Tel (212) 588-5606 Fax (212) 418-9733 llippmanbhsusacom download contact info view current listings view sold listings
FEATURED PROPERTY - UPPER EAST SIDE
2COOPERATIVE
25 EAST 79TH STREET
rice $1299000
isting ID 1127158
PBedrooms 2 Baths 20 L
Lisa Lippman Senior Vice President and Director was the 1 broker at Brown Harris Stevens in 2009 With 13 years of experience selling real estate Lisa specializes in the sale of high end cooperatives condominiums and townhomes throughout Manhattan As is clear from her record even in tough times Lisa manages to both sell and find homes for her clients Other awards Lisa has won in the last few years include middotWall Street Journal top 400-Lisa was 11 in the nation and 2 in Manhattan 2009 middotWall Street Journal top 50 brokers in America 2007 middotBrown Harris Stevens Westside Office Broker of the Year All Years 2006 - 2009 middotBrown Harris Stevens Westside Office Listing Broker of the Year 2007 2008 2009 middotBrown Harris Stevens Largest New Development Deal of the Year 2009 Prior to becoming a real estate broker Lisa spent several years as a lawyer practicing litigation at two prestigious law firms She graduated from The University of Pennsylvania in 1986 and earned her law degree from Cardozo in 1990 Lisas legal background affords her a keen understanding of the negotiation process as well as the complexities needed to complete the deal A New York City resident for 24 years Lisa offers impeccable knowledge of the market as it applies across all neighborhoods She has lived downtown on the Upper East Side and has now resided on the Upper West Side for the past 14 years Additionally as the mother of three children Lisa is personally involved in the decisions all buyers face in choosing a neighborhood and a home Lisa takes pride in being a straight-forward intelligent and honest broker She understands the individual needs of each client as well as their comfort with the purchase andor sale process Her listening talents combined with her unbeatable memory work ethic and negotiation skills allow her to service her buyers and sellers most effectively Lisa is also active in the New York community including the UJA and her childrens school All of this enables her to offer a well-rounded approach to navigating the New York real estate landscape bringing to life the nuances and charms that the City and its real estate market have to offer
- 11 -
19 Risk of Loss Casualty (a) The risk of loss or damage to the Unit or the
personal property included in this sale by fire or other casualty until the earlier of the
Closing or possession of the Unit by Purchaser is assumed by Seller but without any
obligation of Seller to repair or replace any such loss or damage unless Seller elects to do
so as hereinafter provided Seller shall notify Purchaser of the occurrence of any such
loss or damage to the Unit or the personal property included in this sale within 10 days
after such occurrence or by the date of Closing whichever first occurs and by such
notice shall state whether or not Seller elects to repair or restore the Unit andor the
personal property as the case may be If Seller elects to make such repairs and
restorations Sellerrsquos notice shall set forth an adjourned date for the Closing which shall
be not more than 60 days after the date of the giving of Sellerrsquos notice If Seller either
does not elect to do so or having elected to make such repairs and restorations fails to
complete the same on or before said adjourned date for the Closing Purchaser shall have
the following options
(i) To declare this Contract cancelled and of no further force or
effect and receive a refund of the Downpayment in which event neither party shall
thereafter have any further rights against or obligations or liabilities to the other by
reason of this Contract or
(ii) To complete the purchase in accordance with this Contract
without reduction in the Purchase Price except as provided in the next sentence If Seller
carries hazard insurance covering such loss or damage Seller shall turn over to Purchaser
at the Closing the net proceeds actually collected by Seller under the provisions of such
hazard insurance policies to the extent that they are attributable to loss of or damage to
any property included in this sale less any sums theretofore expended by Seller in
repairing or replacing such loss or damage or in collecting such proceeds and Seller shall
assign (without recourse to Seller) Sellerrsquos right to receive any additional insurance
proceeds which are attributable to the loss of or damage to any property included in this
sale
(b) If Seller does not elect to make such repairs and restorations
Purchaser may exercise the resulting option under (i) or (ii) of (a) above only by notice
given to Seller within 10 days after receipt of Sellerrsquos notice If Seller elects to make such
repairs and restorations and fails to complete the same on or before the adjourned closing
date Purchaser may exercise either of the resulting options within 10 days after the
adjourned closing date
(c) In the event of any loss of or damage to the Common Elements which
materially and adversely affects access to or use of the Unit arising after the date of this
Contract but prior to the Closing Seller shall notify Purchaser of the occurrence thereof
within 10 days after such occurrence or by the date of Closing whichever occurs first in
which event Purchaser shall have the following options
- 12 -
(i) To complete the purchase in accordance with this Contract
without reduction in the Purchase Price or
(ii) To adjourn the Closing until the first to occur of (1)
completion of the repair and restoration of the loss or damage to the point that there is no
longer a materially adverse effect on the access to or use of the Unit or (2) the 60th day
after the date of the giving of Sellerrsquos aforesaid notice In the event Purchaser elects to
adjourn the Closing as aforesaid and such loss or damage is not so repaired and restored
within 60 days after the date of the giving of Sellerrsquos aforesaid notice then Purchaser
shall have the right either to (x) complete the purchase in accordance with this Contract
without reduction in the Purchase Price or (y) declare this Contract cancelled and of no
further force or effect and receive a refund of the Downpayment in which latter event
neither party shall thereafter have any further rights against or obligations or liabilities
to the other by reason of this Contract
(d) In the event of any loss of or damage to the Common Elements which
does not materially and adversely affect access to or use of the Unit Purchaser shall
accept title to the Unit in accordance with this Contract without abatement of the
Purchase Price
20 Internal Revenue Service Reporting Requirement Each party shall
execute acknowledge and deliver to the other party such instruments and take such other
actions as such other party may reasonably request in order to comply with IRC sect
6045(e) as amended or any successor provision or any regulations promulgated pursuant
thereto insofar as the same requires reporting of information in respect of real estate
transactions The provisions of this para 20 shall survive the Closing The parties
designate _________________________________ as the attorney responsible for
reporting this information as required by law
21 Broker Seller and Purchaser represent and warrant to each other that the only
real estate broker with whom they have dealt in connection with this Contract and the
transaction set forth herein is ______________________________ and that they know of
no other real estate broker who has claimed or may have the right to claim a commission
in connection with this transaction The commission of such real estate broker shall be
paid by Seller pursuant to separate agreement If no real estate broker is specified above
the parties acknowledge that this Contract was brought about by direct negotiation
between Seller and Purchaser and each represents to the other that it knows of no real
estate broker entitled to a commission in connection with this transaction Seller and
Purchaser shall indemnify and defend each other against any costs claims or expenses
(including reasonable attorneysrsquo fees) arising out of the breach on their respective parts of
any representation warranty or agreement contained in this para 21 The provisions of
this para 21 shall survive the Closing or if the Closing does not occur the termination of
this Contract
- 13 -
22 Mortgage Commitment Contingency (Delete paragraph if inapplicable) (a)
The obligation of Purchaser to purchase under this Contract is conditioned upon issuance
on or before ____________ days after a fully executed copy of this Contract is given to
Purchaser or Purchaserrsquos attorney in the manner set forth in paragraph 14 or
subparagraph 22(k) (the ldquoCommitment Daterdquo) 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 Purchasers sole cost and expense of $______________ for a term of at least _______
years (or such lesser sum or shorter term as Purchaser shall be willing to accept) at the
prevailing fixed or adjustable rate of interest and on other customary commitment terms
(the ldquoCommitmentrdquo) To the extent a Commitment is conditioned on the sale of
Purchaserrsquos current home payment of any outstanding debt no material adverse change
in Purchaserrsquos 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 Lenderrsquos approval of an appraisal shall not be deemed a ldquoCommitmentrdquo
hereunder until an appraisal is approved (and if that does not occur before the
Commitment Date Purchaser may cancel under subparagraph 22(e) unless the
Commitment Date is extended) Purchaserrsquos 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 Purchaserrsquos
election more than one Institutional Lender for such mortgage loan (ii) furnish accurate
and complete information regarding Purchaser and members of Purchaserrsquos 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 22(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 (ldquoMortgage Brokerrdquo) shall constitute full compliance with
the terms and conditions set forth in subparagraph 22(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 22
- 14 -
(e) If no Commitment is issued by the 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 22(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 22
(f) If this Contract is canceled by Purchaser pursuant to subparagraphs
22(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 21
(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 22(a) then Purchaser shall be deemed to have waived
Purchaserrsquos right to cancel this Contract and to receive a refund of the Downpayment by
reason of the contingency contained in this paragraph 22
(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 of its obligations under this
paragraph 22) and except as set forth in paragraph 21
(i) The attorneys for the parties are hereby authorized to give and receive
on behalf of their clients all Notices and deliveries under this paragraph 22
(j) For purposes of this Contract the term ldquoInstitutional Lenderrdquo 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
(k) For purposes of subparagraph (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
- 15 -
23 Gender Etc As used in this Contract the neuter includes the masculine and
feminine the singular includes the plural and the plural includes the singular as the
context may require
24 Entire Contract All prior understandings and agreements between Seller and
Purchaser are merged in this Contract and this Contract supersedes any and all
understandings and agreements between the parties and constitutes the entire agreement
between them with respect to the subject matter hereof
25 Captions The captions in this Contract are for convenience and reference
only and in no way define limit or describe the scope of this Contract and shall not be
considered in the interpretation of this Contract or any provision hereof
26 No Assignment by Purchaser Purchaser may not assign this Contract or any
of Purchaserrsquos rights hereunder
27 Successors and Assigns Subject to the provisions of para 26 the provisions
of this Contract shall bind and inure to the benefit of both Purchaser and Seller and their
respective distributees executors administrators heirs legal representatives successors
and permitted assigns
28 No Oral Changes This Contract cannot be changed or terminated orally Any
changes or additional provisions must be set forth in a rider attached hereto or in a
separate written agreement signed by both parties to this Contract
29 Contract Not Binding Until Signed This Contract shall not be binding or
effective until properly executed and delivered by Seller and Purchaser
30 Lead-Based Paint If applicable the complete and fully executed disclosure
of information on lead-based paint andor lead-based paint hazards is attached hereto and
made a part hereof
IN WITNESS WHEREOF the parties hereto have duly executed this Contract
on the day and year first above written
Seller Purchaser
_________________________________ ____________________________________
- 16 -
Agreed to as to para 16 ________________________________
Giddins Claman LLP Escrowee
Escrow Depository
Address
SCHEDULE A - Permitted Exceptions
1 Zoning laws and regulations and landmark historic or wetlands designation
which are not violated by the Unit and which are not violated by the Common Elements
to the extent that access to or use of the Unit would be materially and adversely affected
2 Consents for the erection of any structure or structures on under or above any
street or streets on which the Building may abut
3 The terms burdens covenants restrictions conditions easements and rules
and regulations set forth in the Declaration By-Laws and rules and regulations of the
Condominium the Power of Attorney from Purchaser to the board of managers of the
Condominium and the floor plans of the Condominium all as may be amended from time
to time
4 Rights of utility companies to lay maintain install and repair pipes lines
poles conduits cable boxes and related equipment on over and under the Building and
Common Elements provided that none of such rights imposes any monetary obligation
on the owner of the Unit or materially interferes with the use of or access to the Unit
5 Encroachments of stoops areas cellar steps trim cornices lintels window
sills awnings canopies ledges fences hedges coping and retaining walls projecting
from the Building over any street or highway or over any adjoining property and
encroachments of similar elements projecting from adjoining property over the Common
Elements
6 Any state of facts which an accurate survey or personal inspection of the
Building Common Elements or Unit would disclose provided that such facts do not
prevent the use of the Unit for dwelling purposes For the purposes of this Contract none
of the facts shown on the survey if any identified below shall be deemed to prevent the
use of the Unit for dwelling purposes and Purchaser shall accept title subject thereto
- 17 -
The survey referred to in No 6 above was prepared by
___________________________ dated _____________________ and last revised
____________________
7 The lien of any unpaid common charge real estate tax water charge sewer
rent or vault charge provided the same are paid or apportioned at the Closing as herein
provided
8 The lien of any unpaid assessments to the extent of installments thereof
payable after the Closing
9 Liens encumbrances and title conditions affecting the Common Elements
which do not materially and adversely affect the right of the Unit owner to use and enjoy
the Common Elements
10 Notes or notices of violations of law or governmental orders ordinances or
requirements (a) affecting the Unit and noted or issued subsequent to the date of this
Contract by any governmental department agency or bureau having jurisdiction and (b)
any such notes or notices affecting only the Common Elements which were noted or
issued prior to or on the date of this Contract or at any time hereafter
11 Any other matters or encumbrances subject to which Purchaser is required to
accept title to the Unit pursuant to this Contract
ABOUT THE SPEAKERS
Lisa Lippman Senior Vice President and Director was the 1 broker at Brown Harris Stevens in 2009 With 13 years of experience selling real estate Lisa specializes in the sale of high end cooperatives condominiums and townhomes throughout Manhattan As is clear from her record even in tough times Lisa manages to both sell and find homes for her clients
Other awards Lisa has won in the last few years include
middotWall Street Journal top 400-Lisa was 11 in the nation and 2 in Manhattan 2009middotWall Street Journal top 50 brokers in America 2007middotBrown Harris Stevens Westside Office Broker of the Year All Years 2006 - 2009 middotBrown Harris Stevens Westside Office Listing Broker of the Year 2007 2008 2009middotBrown Harris Stevens Largest New Development Deal of the Year 2009
Prior to becoming a real estate broker Lisa spent several years as a lawyer practicing litigation at two prestigious law firms She graduated from The University of Pennsylvania in 1986 and earned her law degree from Cardozo in 1990 Lisarsquos legal background affords her a keen understanding of the negotiation process as well as the complexities needed to complete the deal
A New York City resident for 24 years Lisa offers impeccable knowledge of the market as it applies across all neighborhoods She has lived downtown on the Upper East Side and has now resided on the Upper West Side for the past 14 years Additionally as the mother of three children Lisa is personally involved in the decisions all buyers face in choosing a neighborhood and a home
Lisa takes pride in being a straight-forward intelligent and honest broker She understands the individual needs of each client as well as their comfort with the purchase andor sale process Her listening talents combined with her unbeatable memory work ethic and negotiation skills allow her to service her buyers and sellers most effectively Lisa is also active in the New York community including the UJA and her childrenrsquos school All of this enables her to offer a well-rounded approach to navigating the New York real estate landscape bringing to life the nuances and charms that the City and its real estate market have to offer
LISA LIPPMANSenior Vice PresidentDirector
Lisa Lippman bull 212- 588-5606 bull fax 212-418-9733 bull llippmanbhsusacom
GIDDINS bull CLAMAN LLP
Attorneys at Law
675 THIRD AVENUE
29TH
FLOOR
NEW YORK NEW YORK 10017
(212)573-6703
FAX (212)949-1923 Paul M Giddins
Scott Claman
Giddins Claman LLP ndash Firm Biography
Giddins Claman LLP (formerly Giddins Claman amp Langs LLP) was
established in 1988 by Paul M Giddins formerly an Assistant District Attorney in
the New York County District Attorneyrsquos Office For over 20 years the firm has
specialized in real estate matters in the New York City metropolitan area with an
active transactional real estate practice Mr Giddins has specialized in residential
real estate during that time In addition to purchase sale and refinance transactions
Mr Giddins represents cooperative apartment boards of directors and condominium
boards of managers Mr Giddins also regularly gives lectures and seminars on real
estate matters for many of the prominent real estate brokerage firms in New York
Scott Claman has been in the practice of law in New York for over 26 years
and joined the firm as a member in 1996 having previously been a partner at a law
firm that specialized in the representation of cooperative apartment boards of
directors and condominium boards of managers Mr Claman is regularly engaged
in a variety of transactional real estate matters ranging from commercial leasing
mortgage financing and asset dispositions to individual apartment and house sales
In addition to individual and institutional owners of residential and commercial real
estate Mr Claman also represents cooperative apartment boards of directors and
condominium boards of managers and has given numerous lectures and seminars
on real estate matters for the Real Estate Board of New York and for many of the
prominent real estate brokerage firms in New York
Steven M Nachman serves as Of Counsel to the firm in connection with
commercial and general litigation matters Mr Nachman formerly associated with
the firm of Stroock amp Stroock amp Lavan has over 20 years of civil litigation
experience
Giddins Claman LLP is proud to provide our clients with the benefits of our
collective experience as seasoned litigators and transactional real estate specialists
while maintaining our personal commitment to represent our clients in a manner
associated with a smaller practice
ManhattanResidential Market Report
Fourth Quarter 2010
Manhattan Cooperatives and Condominiums
2 Fourth Quarter 2010
Average and Median Sale Price
Cooperative Average Sale Price
Condominium Average Sale Price
Cover Property BrownHarrisStevenscom WEB272151
Average Sale Price Median Sale Price
Prices for Manhattan apartments continued to edge upward
as their average sale price of $1432787 was 8 higher
than a year ago This marked the sixth straight quarter that
the average price has risen While the number of recorded
transactions fell 25 from a year ago the fourth quarter of 2009
was uncharacteristically busy due to pent-up demand after the
collapse of Lehman Brothers had frozen the market earlier that year
The average co-op price continued to rise sharply as
more buyers favored larger apartments compared to a year ago Two-bedroom and larger
units accounted for 45 of co-op sales up from 40 a year ago This helped push
the overall average co-op price up 17 from 2009rsquos fourth
quarter to $1158333
Condo prices averaged $1751219 during the fourth
quarter 1 higher than a year ago One-bedrooms posted the
biggest increase in average price rising 9 over the past year
to $844964
Studio 1-Bedroom 2-Bedroom 3+Bedroom All
4th Q 10 $342545 $593718 $1231116 $3150700 $1158333
3rd Q 10 $366086 $606444 $1206257 $3049980 $1156733
2nd Q 10 $356696 $597311 $1301392 $2872496 $1065814
1st Q 10 $334307 $587538 $1132150 $3098881 $1079195
4th Q 09 $345725 $585238 $1133967 $3001012 $990921
Studio 1-Bedroom 2-Bedroom 3+Bedroom All
4th Q 10 $495002 $844964 $1637638 $4567750 $1751219
3rd Q 10 $495876 $809514 $1596021 $3835376 $1724180
2nd Q 10 $464559 $840829 $1570772 $3922994 $1686690
1st Q 10 $529970 $819785 $1608375 $4250098 $1730415
4th Q 09 $554568 $772525 $1583362 $4574080 $1732362
Average Sale Price Median Sale Price
$1600000
$1400000
$1200000
$1000000
$800000
$400000
$600000
$1369883 $820000
1Q10
$1324504 $800000
4Q09
$1432787 $840000
4Q10
$1423378 $890000
3Q10
$1377135 $842779
2Q10
Fourth Quarter 2010 3
New Developments Lofts
Time on the Market
Excludes new developments and units listed over one year Based on the last asking price Excludes new developments
Average Price Per Square Foot
New development prices averaged $1099 per square foot 11 less than during the fourth quarter of 2009 This was due in part to an increase in the percent of new development sales in Northern Manhattan from 9 a year ago to 15 At $1052 the average price per square foot for loft apartments was 3 higher than during 2009rsquos fourth quarter
Apartments sold during the quarter spent an average of 113 days on the market 14 less time than a year ago Sellers received 955 of the last asking price up slightly from the fourth quarter of 2009
Asking Vs Selling Price
$700
$900
$1100
$1300 $1099
4Q10
$1238
4Q09
$1146
1Q10 2Q10
$1176
$700
$900
$1100
$1300 $1052
4Q10
$1017
4Q09
$1037
1Q10
$1066
2Q10
$1112
3Q10
$1077
3Q10
75 days
100 days
125 days
150 days 113
4Q10
132
4Q09
119
1Q10
112
2Q10
85
90
95
100 955
4Q10
954
4Q09
962
1Q10
97
3Q10
959
3Q10
966
2Q10
Generally 59th to 96th Street Fifth Avenue to the East River
Cooperative Condominium
East sidE
4 Fourth Quarter 2010
Average Price Per Square Foot
At an average of $1581971 prices for two-bedroom East Side
apartments were 14 higher than a year ago The average price fell
13 for three-bedroom and larger apartments due in part to 2 closings
of over $30 million a year ago inflating that figure Co-ops fared better than condos as the average
price per room rose for both prewar and postwar co-ops over the past year
while the average condo price per square foot fell
Average Price Per Room
4Q09 4Q10
Studio 1-Bedroom 2-Bedroom 3+Bedroom
Percent of Sales
4th Q 09 10 35 36 19
4th Q 10 11 39 28 22
Average Price
4th Q 09 $351462 $647300 $1383364 $4146087
4th Q 10 $355459 $647207 $1581971 $3605513
Change 1 0 14 -13
$100000
$300000
$150000
$200000
$250000
$350000
$400000
$50000
$200
$1000
$400
$600
$800
$1200
$1400
$0
Postwar
$204713 $210559
Prewar
$348425 $383335
4Q10
$1126
4Q09
$1168
Generally 59th to 110th Street Hudson River to West of Fifth Avenue
WEst sidE
Fourth Quarter 2010 5
Cooperative CondominiumAverage Price Per Room Average Price Per Square Foot
With the exception of studios prices rose for all other size categories of apartments on
the West Side led by a 21 gain in the average price for
three-bedroom and larger units This increase was helped by
535 West End Avenue whose three-bedroom closing prices averaged over $115 million
in the fourth quarter Co-ops remained strong as the average
price per room rose 21 for prewar and 12 for postwar co-ops on the West Side The average condo price per square
foot rose 3 to $1309 making the West Side the only
area where both co-op and condo prices were higher
than a year ago
4Q09 4Q10
Studio 1-Bedroom 2-Bedroom 3+Bedroom
Percent of Sales
4th Q 09 10 37 37 16
4th Q 10 8 33 38 21
Average Price
4th Q 09 $417466 $656421 $1326640 $3325062
4th Q 10 $391228 $766529 $1378920 $4030338
Change -6 17 4 21
$125000
$225000
$150000
$175000
$200000
$250000
$275000
$100000
$200
$1000
$400
$600
$800
$1200
$1400
$0
4Q09
$1267
4Q10
$1309
Prewar
$215967 $260653
Postwar
$189264 $212348
MidtoWn East Generally 34th to 59th Street Fifth Avenue to the East River
MidtoWn
MidtoWn WEst Generally 34th to 59th Street Hudson River to West of Fifth Avenue
6 Fourth Quarter 2010
Cooperative Condominium
Cooperative Condominium
Average Price Per Room Average Price Per Square Foot
Average Price Per Room Average Price Per Square Foot
A couple of high-end closings at The Plaza and One Beacon Court helped bring the average condo price per square foot 27 higher in the Midtown East market compared
to a year ago The average price per room fell 5 for prewar while rising
8 for postwar co-ops
The average price per square foot rose 12 for condos over the
past year in the Midtown West market A number of closings at The Sheffield and Platinum
helped bring up this figure The average price per room fell for
both prewar and postwar co-ops in this market compared
to a year ago
$175000
$100000
$125000
$150000
$200000
$225000
$1000
$250
$500
$750
$1250
$1500
4Q09 4Q10
$212198 $200857
Prewar
$188662 $204639
Postwar
$1171
4Q09
$1485
4Q10
$252044 $199029 $231213 $221850 $1180$1055
4Q10Prewar Postwar 4Q09
$1000
$250
$500
$750
$1250
$1500
4Q09 4Q10
$200000
$50000
$100000
$150000
$250000
$300000
Cooperative Condominium
Fourth Quarter 2010 7
Average Price Per Room Average Price Per Square Foot
South of 34th Street
doWntoWn
While the average price fell 23 for three-bedroom and
larger apartments Downtown from a year ago a large
number of closings at the Superior Ink building inflated 2009rsquos figure This also is a reason why the overall condo
price per square foot fell 10 from a year ago The average
co-op price per room rose 13 for prewar and 4 for
postwar units from 2009rsquos fourth quarter
4Q09 4Q10
Studio 1-Bedroom 2-Bedroom 3+Bedroom
Percent of Sales
4th Q 09 17 43 28 12
4th Q 10 16 41 31 12
Average Price
4th Q 09 $452722 $704292 $1615877 $4665379
4th Q 10 $444618 $741919 $1581625 $3605513
Change -2 5 -2 -23
Prewar
$208503 $235826
Postwar
$188600 $195854
$100000
$200000
$125000
$150000
$175000
$225000
$250000
$75000
$800
$1200
$900
$1000
$1100
$1300
$1400
$700
4Q09
$1326
4Q10
$1194
Cooperative CondominiumAverage Price Per Room Average Price Per Square Foot
Generally North of 96th Street on the East Side and 110th Street on the West Side
NEW YORK CITY bull PALM BEACH bull THE HAMPTONS bull NORTH FORK 2129069200
EAST SIDE445 Park AvenueHall F Willkie PresidentRuth McCoy EVPManaging Director of Sales
UPPER EAST SIDE1121 Madison AvenuePeter R Marra EVPManaging Director of Sales
EDWARD LEE CAVE DIVISION790 Madison AvenueCaroline E Y GuthriePresident
WEST SIDE1926 BroadwayJames M Gricar EVP Managing Director of Sales
BROOKLYN HEIGHTS129 Montague StreetChristopher Thomas EVPManaging Director of Sales
PARK SLOPE100 Seventh AvenueMaryAnn Albano EVPManaging Director of Sales
NEW DEVELOPMENT445 Park Avenue James M GricarManaging DirectorBrown Harris Stevens On-Site Marketing and Sales
Prepared by Gregory Heym Chief Economist Brown Harris Stevenscopy2010 by Brown Harris Stevens All Rights Reserved This information may not be copied used or distributed without Brown Harris Stevensrsquo consent While information is believed true no guaranty is made of accuracy
While the average price fell for three-bedroom and larger apartments it was higher for
all other size categories in Northern Manhattan Condo
prices rose slightly as their average price per square foot of $566 was up 1 from a
year ago The average price per room fell for both prewar and
postwar co-ops compared to a year ago
This report is based on 1901 reported Manhattan apartment sales 25 less than were reported during last yearrsquos comparable period
VILLAGE2 Fifth AvenueKevin Kovesci EVPManaging Director of Sales
TRIBECA43 North MooreKevin Kovesci EVPManaging Director of Sales
northErn Manhattan
Studio 1-Bedroom 2-Bedroom 3+Bedroom
Percent of Sales
4th Q 09 6 35 43 16
4th Q 10 8 38 38 16
Average Price
4th Q 09 $227611 $352759 $567332 $1101778
4th Q 10 $319798 $394509 $577071 $710832
Change 41 12 2 -35
$100
$500
$200
$300
$400
$600
$700
$0
4Q09 4Q10
4Q09
$563
4Q10
$566
$70000
$110000
$80000
$90000
$100000
$120000
$130000
$60000
Prewar
$120601 $97757
Postwar
$110104 $106330
Faculty Biographies
REAL PROPERTY SECTION gt Officer Bio
Chair Leo Genn Esq
Office Address Northside Center for Child Development 1301 Fifth Ave New York NY 10029-3119
Phone 212-426-3406 Fax 212-410-7561 Email lgenn_esqyahoocom
After working briefly as a litigator Mr Genn became House Counsel at NorthsideCenter for Child Development a Manhattan-based not for profit where he handles contract negotiations commercial leasing property management and insurance issues Mr Genn also writes government grants Before law school Mr Genn spent eight years managing commercial and residential real estate in New York City Mr Genn has also worked for New York Citys Office of Economic Development In March 2002 Mr Genns article on the notice requirements in foreclosure proceedings appeared on thecover of the New York Real Estate Law Reporter Mr Gennrsquos favorite law quote is Oliver Wendell Holmes remark A word is not a crystal transparent and unchanged it isthe skin of a living thought and may vary greatly in color and content according to thecircumstances and time in which it is used Mr Gennrsquos favorite case is Raffles v
ichelhaus and his favorite legal fiction is promissory estoppel W
Paul M Giddins Partner
Giddins Claman LLP Paul M Giddins is a partner at Giddins Claman LLP a law firm in New York City Mr Giddins received a Bachelor of Arts degree from Trinity College- Hartford and a law degree from American University Washington School of Law
LISA LIPPMAN | Senior Vice President Director | Licensed Associate Real Estate Broker
printer friendly page
1926 Broadway New York NY 10023 Tel (212) 588-5606 Fax (212) 418-9733 llippmanbhsusacom download contact info view current listings view sold listings
FEATURED PROPERTY - UPPER EAST SIDE
2COOPERATIVE
25 EAST 79TH STREET
rice $1299000
isting ID 1127158
PBedrooms 2 Baths 20 L
Lisa Lippman Senior Vice President and Director was the 1 broker at Brown Harris Stevens in 2009 With 13 years of experience selling real estate Lisa specializes in the sale of high end cooperatives condominiums and townhomes throughout Manhattan As is clear from her record even in tough times Lisa manages to both sell and find homes for her clients Other awards Lisa has won in the last few years include middotWall Street Journal top 400-Lisa was 11 in the nation and 2 in Manhattan 2009 middotWall Street Journal top 50 brokers in America 2007 middotBrown Harris Stevens Westside Office Broker of the Year All Years 2006 - 2009 middotBrown Harris Stevens Westside Office Listing Broker of the Year 2007 2008 2009 middotBrown Harris Stevens Largest New Development Deal of the Year 2009 Prior to becoming a real estate broker Lisa spent several years as a lawyer practicing litigation at two prestigious law firms She graduated from The University of Pennsylvania in 1986 and earned her law degree from Cardozo in 1990 Lisas legal background affords her a keen understanding of the negotiation process as well as the complexities needed to complete the deal A New York City resident for 24 years Lisa offers impeccable knowledge of the market as it applies across all neighborhoods She has lived downtown on the Upper East Side and has now resided on the Upper West Side for the past 14 years Additionally as the mother of three children Lisa is personally involved in the decisions all buyers face in choosing a neighborhood and a home Lisa takes pride in being a straight-forward intelligent and honest broker She understands the individual needs of each client as well as their comfort with the purchase andor sale process Her listening talents combined with her unbeatable memory work ethic and negotiation skills allow her to service her buyers and sellers most effectively Lisa is also active in the New York community including the UJA and her childrens school All of this enables her to offer a well-rounded approach to navigating the New York real estate landscape bringing to life the nuances and charms that the City and its real estate market have to offer
- 12 -
(i) To complete the purchase in accordance with this Contract
without reduction in the Purchase Price or
(ii) To adjourn the Closing until the first to occur of (1)
completion of the repair and restoration of the loss or damage to the point that there is no
longer a materially adverse effect on the access to or use of the Unit or (2) the 60th day
after the date of the giving of Sellerrsquos aforesaid notice In the event Purchaser elects to
adjourn the Closing as aforesaid and such loss or damage is not so repaired and restored
within 60 days after the date of the giving of Sellerrsquos aforesaid notice then Purchaser
shall have the right either to (x) complete the purchase in accordance with this Contract
without reduction in the Purchase Price or (y) declare this Contract cancelled and of no
further force or effect and receive a refund of the Downpayment in which latter event
neither party shall thereafter have any further rights against or obligations or liabilities
to the other by reason of this Contract
(d) In the event of any loss of or damage to the Common Elements which
does not materially and adversely affect access to or use of the Unit Purchaser shall
accept title to the Unit in accordance with this Contract without abatement of the
Purchase Price
20 Internal Revenue Service Reporting Requirement Each party shall
execute acknowledge and deliver to the other party such instruments and take such other
actions as such other party may reasonably request in order to comply with IRC sect
6045(e) as amended or any successor provision or any regulations promulgated pursuant
thereto insofar as the same requires reporting of information in respect of real estate
transactions The provisions of this para 20 shall survive the Closing The parties
designate _________________________________ as the attorney responsible for
reporting this information as required by law
21 Broker Seller and Purchaser represent and warrant to each other that the only
real estate broker with whom they have dealt in connection with this Contract and the
transaction set forth herein is ______________________________ and that they know of
no other real estate broker who has claimed or may have the right to claim a commission
in connection with this transaction The commission of such real estate broker shall be
paid by Seller pursuant to separate agreement If no real estate broker is specified above
the parties acknowledge that this Contract was brought about by direct negotiation
between Seller and Purchaser and each represents to the other that it knows of no real
estate broker entitled to a commission in connection with this transaction Seller and
Purchaser shall indemnify and defend each other against any costs claims or expenses
(including reasonable attorneysrsquo fees) arising out of the breach on their respective parts of
any representation warranty or agreement contained in this para 21 The provisions of
this para 21 shall survive the Closing or if the Closing does not occur the termination of
this Contract
- 13 -
22 Mortgage Commitment Contingency (Delete paragraph if inapplicable) (a)
The obligation of Purchaser to purchase under this Contract is conditioned upon issuance
on or before ____________ days after a fully executed copy of this Contract is given to
Purchaser or Purchaserrsquos attorney in the manner set forth in paragraph 14 or
subparagraph 22(k) (the ldquoCommitment Daterdquo) 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 Purchasers sole cost and expense of $______________ for a term of at least _______
years (or such lesser sum or shorter term as Purchaser shall be willing to accept) at the
prevailing fixed or adjustable rate of interest and on other customary commitment terms
(the ldquoCommitmentrdquo) To the extent a Commitment is conditioned on the sale of
Purchaserrsquos current home payment of any outstanding debt no material adverse change
in Purchaserrsquos 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 Lenderrsquos approval of an appraisal shall not be deemed a ldquoCommitmentrdquo
hereunder until an appraisal is approved (and if that does not occur before the
Commitment Date Purchaser may cancel under subparagraph 22(e) unless the
Commitment Date is extended) Purchaserrsquos 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 Purchaserrsquos
election more than one Institutional Lender for such mortgage loan (ii) furnish accurate
and complete information regarding Purchaser and members of Purchaserrsquos 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 22(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 (ldquoMortgage Brokerrdquo) shall constitute full compliance with
the terms and conditions set forth in subparagraph 22(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 22
- 14 -
(e) If no Commitment is issued by the 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 22(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 22
(f) If this Contract is canceled by Purchaser pursuant to subparagraphs
22(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 21
(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 22(a) then Purchaser shall be deemed to have waived
Purchaserrsquos right to cancel this Contract and to receive a refund of the Downpayment by
reason of the contingency contained in this paragraph 22
(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 of its obligations under this
paragraph 22) and except as set forth in paragraph 21
(i) The attorneys for the parties are hereby authorized to give and receive
on behalf of their clients all Notices and deliveries under this paragraph 22
(j) For purposes of this Contract the term ldquoInstitutional Lenderrdquo 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
(k) For purposes of subparagraph (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
- 15 -
23 Gender Etc As used in this Contract the neuter includes the masculine and
feminine the singular includes the plural and the plural includes the singular as the
context may require
24 Entire Contract All prior understandings and agreements between Seller and
Purchaser are merged in this Contract and this Contract supersedes any and all
understandings and agreements between the parties and constitutes the entire agreement
between them with respect to the subject matter hereof
25 Captions The captions in this Contract are for convenience and reference
only and in no way define limit or describe the scope of this Contract and shall not be
considered in the interpretation of this Contract or any provision hereof
26 No Assignment by Purchaser Purchaser may not assign this Contract or any
of Purchaserrsquos rights hereunder
27 Successors and Assigns Subject to the provisions of para 26 the provisions
of this Contract shall bind and inure to the benefit of both Purchaser and Seller and their
respective distributees executors administrators heirs legal representatives successors
and permitted assigns
28 No Oral Changes This Contract cannot be changed or terminated orally Any
changes or additional provisions must be set forth in a rider attached hereto or in a
separate written agreement signed by both parties to this Contract
29 Contract Not Binding Until Signed This Contract shall not be binding or
effective until properly executed and delivered by Seller and Purchaser
30 Lead-Based Paint If applicable the complete and fully executed disclosure
of information on lead-based paint andor lead-based paint hazards is attached hereto and
made a part hereof
IN WITNESS WHEREOF the parties hereto have duly executed this Contract
on the day and year first above written
Seller Purchaser
_________________________________ ____________________________________
- 16 -
Agreed to as to para 16 ________________________________
Giddins Claman LLP Escrowee
Escrow Depository
Address
SCHEDULE A - Permitted Exceptions
1 Zoning laws and regulations and landmark historic or wetlands designation
which are not violated by the Unit and which are not violated by the Common Elements
to the extent that access to or use of the Unit would be materially and adversely affected
2 Consents for the erection of any structure or structures on under or above any
street or streets on which the Building may abut
3 The terms burdens covenants restrictions conditions easements and rules
and regulations set forth in the Declaration By-Laws and rules and regulations of the
Condominium the Power of Attorney from Purchaser to the board of managers of the
Condominium and the floor plans of the Condominium all as may be amended from time
to time
4 Rights of utility companies to lay maintain install and repair pipes lines
poles conduits cable boxes and related equipment on over and under the Building and
Common Elements provided that none of such rights imposes any monetary obligation
on the owner of the Unit or materially interferes with the use of or access to the Unit
5 Encroachments of stoops areas cellar steps trim cornices lintels window
sills awnings canopies ledges fences hedges coping and retaining walls projecting
from the Building over any street or highway or over any adjoining property and
encroachments of similar elements projecting from adjoining property over the Common
Elements
6 Any state of facts which an accurate survey or personal inspection of the
Building Common Elements or Unit would disclose provided that such facts do not
prevent the use of the Unit for dwelling purposes For the purposes of this Contract none
of the facts shown on the survey if any identified below shall be deemed to prevent the
use of the Unit for dwelling purposes and Purchaser shall accept title subject thereto
- 17 -
The survey referred to in No 6 above was prepared by
___________________________ dated _____________________ and last revised
____________________
7 The lien of any unpaid common charge real estate tax water charge sewer
rent or vault charge provided the same are paid or apportioned at the Closing as herein
provided
8 The lien of any unpaid assessments to the extent of installments thereof
payable after the Closing
9 Liens encumbrances and title conditions affecting the Common Elements
which do not materially and adversely affect the right of the Unit owner to use and enjoy
the Common Elements
10 Notes or notices of violations of law or governmental orders ordinances or
requirements (a) affecting the Unit and noted or issued subsequent to the date of this
Contract by any governmental department agency or bureau having jurisdiction and (b)
any such notes or notices affecting only the Common Elements which were noted or
issued prior to or on the date of this Contract or at any time hereafter
11 Any other matters or encumbrances subject to which Purchaser is required to
accept title to the Unit pursuant to this Contract
ABOUT THE SPEAKERS
Lisa Lippman Senior Vice President and Director was the 1 broker at Brown Harris Stevens in 2009 With 13 years of experience selling real estate Lisa specializes in the sale of high end cooperatives condominiums and townhomes throughout Manhattan As is clear from her record even in tough times Lisa manages to both sell and find homes for her clients
Other awards Lisa has won in the last few years include
middotWall Street Journal top 400-Lisa was 11 in the nation and 2 in Manhattan 2009middotWall Street Journal top 50 brokers in America 2007middotBrown Harris Stevens Westside Office Broker of the Year All Years 2006 - 2009 middotBrown Harris Stevens Westside Office Listing Broker of the Year 2007 2008 2009middotBrown Harris Stevens Largest New Development Deal of the Year 2009
Prior to becoming a real estate broker Lisa spent several years as a lawyer practicing litigation at two prestigious law firms She graduated from The University of Pennsylvania in 1986 and earned her law degree from Cardozo in 1990 Lisarsquos legal background affords her a keen understanding of the negotiation process as well as the complexities needed to complete the deal
A New York City resident for 24 years Lisa offers impeccable knowledge of the market as it applies across all neighborhoods She has lived downtown on the Upper East Side and has now resided on the Upper West Side for the past 14 years Additionally as the mother of three children Lisa is personally involved in the decisions all buyers face in choosing a neighborhood and a home
Lisa takes pride in being a straight-forward intelligent and honest broker She understands the individual needs of each client as well as their comfort with the purchase andor sale process Her listening talents combined with her unbeatable memory work ethic and negotiation skills allow her to service her buyers and sellers most effectively Lisa is also active in the New York community including the UJA and her childrenrsquos school All of this enables her to offer a well-rounded approach to navigating the New York real estate landscape bringing to life the nuances and charms that the City and its real estate market have to offer
LISA LIPPMANSenior Vice PresidentDirector
Lisa Lippman bull 212- 588-5606 bull fax 212-418-9733 bull llippmanbhsusacom
GIDDINS bull CLAMAN LLP
Attorneys at Law
675 THIRD AVENUE
29TH
FLOOR
NEW YORK NEW YORK 10017
(212)573-6703
FAX (212)949-1923 Paul M Giddins
Scott Claman
Giddins Claman LLP ndash Firm Biography
Giddins Claman LLP (formerly Giddins Claman amp Langs LLP) was
established in 1988 by Paul M Giddins formerly an Assistant District Attorney in
the New York County District Attorneyrsquos Office For over 20 years the firm has
specialized in real estate matters in the New York City metropolitan area with an
active transactional real estate practice Mr Giddins has specialized in residential
real estate during that time In addition to purchase sale and refinance transactions
Mr Giddins represents cooperative apartment boards of directors and condominium
boards of managers Mr Giddins also regularly gives lectures and seminars on real
estate matters for many of the prominent real estate brokerage firms in New York
Scott Claman has been in the practice of law in New York for over 26 years
and joined the firm as a member in 1996 having previously been a partner at a law
firm that specialized in the representation of cooperative apartment boards of
directors and condominium boards of managers Mr Claman is regularly engaged
in a variety of transactional real estate matters ranging from commercial leasing
mortgage financing and asset dispositions to individual apartment and house sales
In addition to individual and institutional owners of residential and commercial real
estate Mr Claman also represents cooperative apartment boards of directors and
condominium boards of managers and has given numerous lectures and seminars
on real estate matters for the Real Estate Board of New York and for many of the
prominent real estate brokerage firms in New York
Steven M Nachman serves as Of Counsel to the firm in connection with
commercial and general litigation matters Mr Nachman formerly associated with
the firm of Stroock amp Stroock amp Lavan has over 20 years of civil litigation
experience
Giddins Claman LLP is proud to provide our clients with the benefits of our
collective experience as seasoned litigators and transactional real estate specialists
while maintaining our personal commitment to represent our clients in a manner
associated with a smaller practice
ManhattanResidential Market Report
Fourth Quarter 2010
Manhattan Cooperatives and Condominiums
2 Fourth Quarter 2010
Average and Median Sale Price
Cooperative Average Sale Price
Condominium Average Sale Price
Cover Property BrownHarrisStevenscom WEB272151
Average Sale Price Median Sale Price
Prices for Manhattan apartments continued to edge upward
as their average sale price of $1432787 was 8 higher
than a year ago This marked the sixth straight quarter that
the average price has risen While the number of recorded
transactions fell 25 from a year ago the fourth quarter of 2009
was uncharacteristically busy due to pent-up demand after the
collapse of Lehman Brothers had frozen the market earlier that year
The average co-op price continued to rise sharply as
more buyers favored larger apartments compared to a year ago Two-bedroom and larger
units accounted for 45 of co-op sales up from 40 a year ago This helped push
the overall average co-op price up 17 from 2009rsquos fourth
quarter to $1158333
Condo prices averaged $1751219 during the fourth
quarter 1 higher than a year ago One-bedrooms posted the
biggest increase in average price rising 9 over the past year
to $844964
Studio 1-Bedroom 2-Bedroom 3+Bedroom All
4th Q 10 $342545 $593718 $1231116 $3150700 $1158333
3rd Q 10 $366086 $606444 $1206257 $3049980 $1156733
2nd Q 10 $356696 $597311 $1301392 $2872496 $1065814
1st Q 10 $334307 $587538 $1132150 $3098881 $1079195
4th Q 09 $345725 $585238 $1133967 $3001012 $990921
Studio 1-Bedroom 2-Bedroom 3+Bedroom All
4th Q 10 $495002 $844964 $1637638 $4567750 $1751219
3rd Q 10 $495876 $809514 $1596021 $3835376 $1724180
2nd Q 10 $464559 $840829 $1570772 $3922994 $1686690
1st Q 10 $529970 $819785 $1608375 $4250098 $1730415
4th Q 09 $554568 $772525 $1583362 $4574080 $1732362
Average Sale Price Median Sale Price
$1600000
$1400000
$1200000
$1000000
$800000
$400000
$600000
$1369883 $820000
1Q10
$1324504 $800000
4Q09
$1432787 $840000
4Q10
$1423378 $890000
3Q10
$1377135 $842779
2Q10
Fourth Quarter 2010 3
New Developments Lofts
Time on the Market
Excludes new developments and units listed over one year Based on the last asking price Excludes new developments
Average Price Per Square Foot
New development prices averaged $1099 per square foot 11 less than during the fourth quarter of 2009 This was due in part to an increase in the percent of new development sales in Northern Manhattan from 9 a year ago to 15 At $1052 the average price per square foot for loft apartments was 3 higher than during 2009rsquos fourth quarter
Apartments sold during the quarter spent an average of 113 days on the market 14 less time than a year ago Sellers received 955 of the last asking price up slightly from the fourth quarter of 2009
Asking Vs Selling Price
$700
$900
$1100
$1300 $1099
4Q10
$1238
4Q09
$1146
1Q10 2Q10
$1176
$700
$900
$1100
$1300 $1052
4Q10
$1017
4Q09
$1037
1Q10
$1066
2Q10
$1112
3Q10
$1077
3Q10
75 days
100 days
125 days
150 days 113
4Q10
132
4Q09
119
1Q10
112
2Q10
85
90
95
100 955
4Q10
954
4Q09
962
1Q10
97
3Q10
959
3Q10
966
2Q10
Generally 59th to 96th Street Fifth Avenue to the East River
Cooperative Condominium
East sidE
4 Fourth Quarter 2010
Average Price Per Square Foot
At an average of $1581971 prices for two-bedroom East Side
apartments were 14 higher than a year ago The average price fell
13 for three-bedroom and larger apartments due in part to 2 closings
of over $30 million a year ago inflating that figure Co-ops fared better than condos as the average
price per room rose for both prewar and postwar co-ops over the past year
while the average condo price per square foot fell
Average Price Per Room
4Q09 4Q10
Studio 1-Bedroom 2-Bedroom 3+Bedroom
Percent of Sales
4th Q 09 10 35 36 19
4th Q 10 11 39 28 22
Average Price
4th Q 09 $351462 $647300 $1383364 $4146087
4th Q 10 $355459 $647207 $1581971 $3605513
Change 1 0 14 -13
$100000
$300000
$150000
$200000
$250000
$350000
$400000
$50000
$200
$1000
$400
$600
$800
$1200
$1400
$0
Postwar
$204713 $210559
Prewar
$348425 $383335
4Q10
$1126
4Q09
$1168
Generally 59th to 110th Street Hudson River to West of Fifth Avenue
WEst sidE
Fourth Quarter 2010 5
Cooperative CondominiumAverage Price Per Room Average Price Per Square Foot
With the exception of studios prices rose for all other size categories of apartments on
the West Side led by a 21 gain in the average price for
three-bedroom and larger units This increase was helped by
535 West End Avenue whose three-bedroom closing prices averaged over $115 million
in the fourth quarter Co-ops remained strong as the average
price per room rose 21 for prewar and 12 for postwar co-ops on the West Side The average condo price per square
foot rose 3 to $1309 making the West Side the only
area where both co-op and condo prices were higher
than a year ago
4Q09 4Q10
Studio 1-Bedroom 2-Bedroom 3+Bedroom
Percent of Sales
4th Q 09 10 37 37 16
4th Q 10 8 33 38 21
Average Price
4th Q 09 $417466 $656421 $1326640 $3325062
4th Q 10 $391228 $766529 $1378920 $4030338
Change -6 17 4 21
$125000
$225000
$150000
$175000
$200000
$250000
$275000
$100000
$200
$1000
$400
$600
$800
$1200
$1400
$0
4Q09
$1267
4Q10
$1309
Prewar
$215967 $260653
Postwar
$189264 $212348
MidtoWn East Generally 34th to 59th Street Fifth Avenue to the East River
MidtoWn
MidtoWn WEst Generally 34th to 59th Street Hudson River to West of Fifth Avenue
6 Fourth Quarter 2010
Cooperative Condominium
Cooperative Condominium
Average Price Per Room Average Price Per Square Foot
Average Price Per Room Average Price Per Square Foot
A couple of high-end closings at The Plaza and One Beacon Court helped bring the average condo price per square foot 27 higher in the Midtown East market compared
to a year ago The average price per room fell 5 for prewar while rising
8 for postwar co-ops
The average price per square foot rose 12 for condos over the
past year in the Midtown West market A number of closings at The Sheffield and Platinum
helped bring up this figure The average price per room fell for
both prewar and postwar co-ops in this market compared
to a year ago
$175000
$100000
$125000
$150000
$200000
$225000
$1000
$250
$500
$750
$1250
$1500
4Q09 4Q10
$212198 $200857
Prewar
$188662 $204639
Postwar
$1171
4Q09
$1485
4Q10
$252044 $199029 $231213 $221850 $1180$1055
4Q10Prewar Postwar 4Q09
$1000
$250
$500
$750
$1250
$1500
4Q09 4Q10
$200000
$50000
$100000
$150000
$250000
$300000
Cooperative Condominium
Fourth Quarter 2010 7
Average Price Per Room Average Price Per Square Foot
South of 34th Street
doWntoWn
While the average price fell 23 for three-bedroom and
larger apartments Downtown from a year ago a large
number of closings at the Superior Ink building inflated 2009rsquos figure This also is a reason why the overall condo
price per square foot fell 10 from a year ago The average
co-op price per room rose 13 for prewar and 4 for
postwar units from 2009rsquos fourth quarter
4Q09 4Q10
Studio 1-Bedroom 2-Bedroom 3+Bedroom
Percent of Sales
4th Q 09 17 43 28 12
4th Q 10 16 41 31 12
Average Price
4th Q 09 $452722 $704292 $1615877 $4665379
4th Q 10 $444618 $741919 $1581625 $3605513
Change -2 5 -2 -23
Prewar
$208503 $235826
Postwar
$188600 $195854
$100000
$200000
$125000
$150000
$175000
$225000
$250000
$75000
$800
$1200
$900
$1000
$1100
$1300
$1400
$700
4Q09
$1326
4Q10
$1194
Cooperative CondominiumAverage Price Per Room Average Price Per Square Foot
Generally North of 96th Street on the East Side and 110th Street on the West Side
NEW YORK CITY bull PALM BEACH bull THE HAMPTONS bull NORTH FORK 2129069200
EAST SIDE445 Park AvenueHall F Willkie PresidentRuth McCoy EVPManaging Director of Sales
UPPER EAST SIDE1121 Madison AvenuePeter R Marra EVPManaging Director of Sales
EDWARD LEE CAVE DIVISION790 Madison AvenueCaroline E Y GuthriePresident
WEST SIDE1926 BroadwayJames M Gricar EVP Managing Director of Sales
BROOKLYN HEIGHTS129 Montague StreetChristopher Thomas EVPManaging Director of Sales
PARK SLOPE100 Seventh AvenueMaryAnn Albano EVPManaging Director of Sales
NEW DEVELOPMENT445 Park Avenue James M GricarManaging DirectorBrown Harris Stevens On-Site Marketing and Sales
Prepared by Gregory Heym Chief Economist Brown Harris Stevenscopy2010 by Brown Harris Stevens All Rights Reserved This information may not be copied used or distributed without Brown Harris Stevensrsquo consent While information is believed true no guaranty is made of accuracy
While the average price fell for three-bedroom and larger apartments it was higher for
all other size categories in Northern Manhattan Condo
prices rose slightly as their average price per square foot of $566 was up 1 from a
year ago The average price per room fell for both prewar and
postwar co-ops compared to a year ago
This report is based on 1901 reported Manhattan apartment sales 25 less than were reported during last yearrsquos comparable period
VILLAGE2 Fifth AvenueKevin Kovesci EVPManaging Director of Sales
TRIBECA43 North MooreKevin Kovesci EVPManaging Director of Sales
northErn Manhattan
Studio 1-Bedroom 2-Bedroom 3+Bedroom
Percent of Sales
4th Q 09 6 35 43 16
4th Q 10 8 38 38 16
Average Price
4th Q 09 $227611 $352759 $567332 $1101778
4th Q 10 $319798 $394509 $577071 $710832
Change 41 12 2 -35
$100
$500
$200
$300
$400
$600
$700
$0
4Q09 4Q10
4Q09
$563
4Q10
$566
$70000
$110000
$80000
$90000
$100000
$120000
$130000
$60000
Prewar
$120601 $97757
Postwar
$110104 $106330
Faculty Biographies
REAL PROPERTY SECTION gt Officer Bio
Chair Leo Genn Esq
Office Address Northside Center for Child Development 1301 Fifth Ave New York NY 10029-3119
Phone 212-426-3406 Fax 212-410-7561 Email lgenn_esqyahoocom
After working briefly as a litigator Mr Genn became House Counsel at NorthsideCenter for Child Development a Manhattan-based not for profit where he handles contract negotiations commercial leasing property management and insurance issues Mr Genn also writes government grants Before law school Mr Genn spent eight years managing commercial and residential real estate in New York City Mr Genn has also worked for New York Citys Office of Economic Development In March 2002 Mr Genns article on the notice requirements in foreclosure proceedings appeared on thecover of the New York Real Estate Law Reporter Mr Gennrsquos favorite law quote is Oliver Wendell Holmes remark A word is not a crystal transparent and unchanged it isthe skin of a living thought and may vary greatly in color and content according to thecircumstances and time in which it is used Mr Gennrsquos favorite case is Raffles v
ichelhaus and his favorite legal fiction is promissory estoppel W
Paul M Giddins Partner
Giddins Claman LLP Paul M Giddins is a partner at Giddins Claman LLP a law firm in New York City Mr Giddins received a Bachelor of Arts degree from Trinity College- Hartford and a law degree from American University Washington School of Law
LISA LIPPMAN | Senior Vice President Director | Licensed Associate Real Estate Broker
printer friendly page
1926 Broadway New York NY 10023 Tel (212) 588-5606 Fax (212) 418-9733 llippmanbhsusacom download contact info view current listings view sold listings
FEATURED PROPERTY - UPPER EAST SIDE
2COOPERATIVE
25 EAST 79TH STREET
rice $1299000
isting ID 1127158
PBedrooms 2 Baths 20 L
Lisa Lippman Senior Vice President and Director was the 1 broker at Brown Harris Stevens in 2009 With 13 years of experience selling real estate Lisa specializes in the sale of high end cooperatives condominiums and townhomes throughout Manhattan As is clear from her record even in tough times Lisa manages to both sell and find homes for her clients Other awards Lisa has won in the last few years include middotWall Street Journal top 400-Lisa was 11 in the nation and 2 in Manhattan 2009 middotWall Street Journal top 50 brokers in America 2007 middotBrown Harris Stevens Westside Office Broker of the Year All Years 2006 - 2009 middotBrown Harris Stevens Westside Office Listing Broker of the Year 2007 2008 2009 middotBrown Harris Stevens Largest New Development Deal of the Year 2009 Prior to becoming a real estate broker Lisa spent several years as a lawyer practicing litigation at two prestigious law firms She graduated from The University of Pennsylvania in 1986 and earned her law degree from Cardozo in 1990 Lisas legal background affords her a keen understanding of the negotiation process as well as the complexities needed to complete the deal A New York City resident for 24 years Lisa offers impeccable knowledge of the market as it applies across all neighborhoods She has lived downtown on the Upper East Side and has now resided on the Upper West Side for the past 14 years Additionally as the mother of three children Lisa is personally involved in the decisions all buyers face in choosing a neighborhood and a home Lisa takes pride in being a straight-forward intelligent and honest broker She understands the individual needs of each client as well as their comfort with the purchase andor sale process Her listening talents combined with her unbeatable memory work ethic and negotiation skills allow her to service her buyers and sellers most effectively Lisa is also active in the New York community including the UJA and her childrens school All of this enables her to offer a well-rounded approach to navigating the New York real estate landscape bringing to life the nuances and charms that the City and its real estate market have to offer
- 13 -
22 Mortgage Commitment Contingency (Delete paragraph if inapplicable) (a)
The obligation of Purchaser to purchase under this Contract is conditioned upon issuance
on or before ____________ days after a fully executed copy of this Contract is given to
Purchaser or Purchaserrsquos attorney in the manner set forth in paragraph 14 or
subparagraph 22(k) (the ldquoCommitment Daterdquo) 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 Purchasers sole cost and expense of $______________ for a term of at least _______
years (or such lesser sum or shorter term as Purchaser shall be willing to accept) at the
prevailing fixed or adjustable rate of interest and on other customary commitment terms
(the ldquoCommitmentrdquo) To the extent a Commitment is conditioned on the sale of
Purchaserrsquos current home payment of any outstanding debt no material adverse change
in Purchaserrsquos 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 Lenderrsquos approval of an appraisal shall not be deemed a ldquoCommitmentrdquo
hereunder until an appraisal is approved (and if that does not occur before the
Commitment Date Purchaser may cancel under subparagraph 22(e) unless the
Commitment Date is extended) Purchaserrsquos 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 Purchaserrsquos
election more than one Institutional Lender for such mortgage loan (ii) furnish accurate
and complete information regarding Purchaser and members of Purchaserrsquos 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 22(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 (ldquoMortgage Brokerrdquo) shall constitute full compliance with
the terms and conditions set forth in subparagraph 22(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 22
- 14 -
(e) If no Commitment is issued by the 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 22(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 22
(f) If this Contract is canceled by Purchaser pursuant to subparagraphs
22(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 21
(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 22(a) then Purchaser shall be deemed to have waived
Purchaserrsquos right to cancel this Contract and to receive a refund of the Downpayment by
reason of the contingency contained in this paragraph 22
(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 of its obligations under this
paragraph 22) and except as set forth in paragraph 21
(i) The attorneys for the parties are hereby authorized to give and receive
on behalf of their clients all Notices and deliveries under this paragraph 22
(j) For purposes of this Contract the term ldquoInstitutional Lenderrdquo 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
(k) For purposes of subparagraph (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
- 15 -
23 Gender Etc As used in this Contract the neuter includes the masculine and
feminine the singular includes the plural and the plural includes the singular as the
context may require
24 Entire Contract All prior understandings and agreements between Seller and
Purchaser are merged in this Contract and this Contract supersedes any and all
understandings and agreements between the parties and constitutes the entire agreement
between them with respect to the subject matter hereof
25 Captions The captions in this Contract are for convenience and reference
only and in no way define limit or describe the scope of this Contract and shall not be
considered in the interpretation of this Contract or any provision hereof
26 No Assignment by Purchaser Purchaser may not assign this Contract or any
of Purchaserrsquos rights hereunder
27 Successors and Assigns Subject to the provisions of para 26 the provisions
of this Contract shall bind and inure to the benefit of both Purchaser and Seller and their
respective distributees executors administrators heirs legal representatives successors
and permitted assigns
28 No Oral Changes This Contract cannot be changed or terminated orally Any
changes or additional provisions must be set forth in a rider attached hereto or in a
separate written agreement signed by both parties to this Contract
29 Contract Not Binding Until Signed This Contract shall not be binding or
effective until properly executed and delivered by Seller and Purchaser
30 Lead-Based Paint If applicable the complete and fully executed disclosure
of information on lead-based paint andor lead-based paint hazards is attached hereto and
made a part hereof
IN WITNESS WHEREOF the parties hereto have duly executed this Contract
on the day and year first above written
Seller Purchaser
_________________________________ ____________________________________
- 16 -
Agreed to as to para 16 ________________________________
Giddins Claman LLP Escrowee
Escrow Depository
Address
SCHEDULE A - Permitted Exceptions
1 Zoning laws and regulations and landmark historic or wetlands designation
which are not violated by the Unit and which are not violated by the Common Elements
to the extent that access to or use of the Unit would be materially and adversely affected
2 Consents for the erection of any structure or structures on under or above any
street or streets on which the Building may abut
3 The terms burdens covenants restrictions conditions easements and rules
and regulations set forth in the Declaration By-Laws and rules and regulations of the
Condominium the Power of Attorney from Purchaser to the board of managers of the
Condominium and the floor plans of the Condominium all as may be amended from time
to time
4 Rights of utility companies to lay maintain install and repair pipes lines
poles conduits cable boxes and related equipment on over and under the Building and
Common Elements provided that none of such rights imposes any monetary obligation
on the owner of the Unit or materially interferes with the use of or access to the Unit
5 Encroachments of stoops areas cellar steps trim cornices lintels window
sills awnings canopies ledges fences hedges coping and retaining walls projecting
from the Building over any street or highway or over any adjoining property and
encroachments of similar elements projecting from adjoining property over the Common
Elements
6 Any state of facts which an accurate survey or personal inspection of the
Building Common Elements or Unit would disclose provided that such facts do not
prevent the use of the Unit for dwelling purposes For the purposes of this Contract none
of the facts shown on the survey if any identified below shall be deemed to prevent the
use of the Unit for dwelling purposes and Purchaser shall accept title subject thereto
- 17 -
The survey referred to in No 6 above was prepared by
___________________________ dated _____________________ and last revised
____________________
7 The lien of any unpaid common charge real estate tax water charge sewer
rent or vault charge provided the same are paid or apportioned at the Closing as herein
provided
8 The lien of any unpaid assessments to the extent of installments thereof
payable after the Closing
9 Liens encumbrances and title conditions affecting the Common Elements
which do not materially and adversely affect the right of the Unit owner to use and enjoy
the Common Elements
10 Notes or notices of violations of law or governmental orders ordinances or
requirements (a) affecting the Unit and noted or issued subsequent to the date of this
Contract by any governmental department agency or bureau having jurisdiction and (b)
any such notes or notices affecting only the Common Elements which were noted or
issued prior to or on the date of this Contract or at any time hereafter
11 Any other matters or encumbrances subject to which Purchaser is required to
accept title to the Unit pursuant to this Contract
ABOUT THE SPEAKERS
Lisa Lippman Senior Vice President and Director was the 1 broker at Brown Harris Stevens in 2009 With 13 years of experience selling real estate Lisa specializes in the sale of high end cooperatives condominiums and townhomes throughout Manhattan As is clear from her record even in tough times Lisa manages to both sell and find homes for her clients
Other awards Lisa has won in the last few years include
middotWall Street Journal top 400-Lisa was 11 in the nation and 2 in Manhattan 2009middotWall Street Journal top 50 brokers in America 2007middotBrown Harris Stevens Westside Office Broker of the Year All Years 2006 - 2009 middotBrown Harris Stevens Westside Office Listing Broker of the Year 2007 2008 2009middotBrown Harris Stevens Largest New Development Deal of the Year 2009
Prior to becoming a real estate broker Lisa spent several years as a lawyer practicing litigation at two prestigious law firms She graduated from The University of Pennsylvania in 1986 and earned her law degree from Cardozo in 1990 Lisarsquos legal background affords her a keen understanding of the negotiation process as well as the complexities needed to complete the deal
A New York City resident for 24 years Lisa offers impeccable knowledge of the market as it applies across all neighborhoods She has lived downtown on the Upper East Side and has now resided on the Upper West Side for the past 14 years Additionally as the mother of three children Lisa is personally involved in the decisions all buyers face in choosing a neighborhood and a home
Lisa takes pride in being a straight-forward intelligent and honest broker She understands the individual needs of each client as well as their comfort with the purchase andor sale process Her listening talents combined with her unbeatable memory work ethic and negotiation skills allow her to service her buyers and sellers most effectively Lisa is also active in the New York community including the UJA and her childrenrsquos school All of this enables her to offer a well-rounded approach to navigating the New York real estate landscape bringing to life the nuances and charms that the City and its real estate market have to offer
LISA LIPPMANSenior Vice PresidentDirector
Lisa Lippman bull 212- 588-5606 bull fax 212-418-9733 bull llippmanbhsusacom
GIDDINS bull CLAMAN LLP
Attorneys at Law
675 THIRD AVENUE
29TH
FLOOR
NEW YORK NEW YORK 10017
(212)573-6703
FAX (212)949-1923 Paul M Giddins
Scott Claman
Giddins Claman LLP ndash Firm Biography
Giddins Claman LLP (formerly Giddins Claman amp Langs LLP) was
established in 1988 by Paul M Giddins formerly an Assistant District Attorney in
the New York County District Attorneyrsquos Office For over 20 years the firm has
specialized in real estate matters in the New York City metropolitan area with an
active transactional real estate practice Mr Giddins has specialized in residential
real estate during that time In addition to purchase sale and refinance transactions
Mr Giddins represents cooperative apartment boards of directors and condominium
boards of managers Mr Giddins also regularly gives lectures and seminars on real
estate matters for many of the prominent real estate brokerage firms in New York
Scott Claman has been in the practice of law in New York for over 26 years
and joined the firm as a member in 1996 having previously been a partner at a law
firm that specialized in the representation of cooperative apartment boards of
directors and condominium boards of managers Mr Claman is regularly engaged
in a variety of transactional real estate matters ranging from commercial leasing
mortgage financing and asset dispositions to individual apartment and house sales
In addition to individual and institutional owners of residential and commercial real
estate Mr Claman also represents cooperative apartment boards of directors and
condominium boards of managers and has given numerous lectures and seminars
on real estate matters for the Real Estate Board of New York and for many of the
prominent real estate brokerage firms in New York
Steven M Nachman serves as Of Counsel to the firm in connection with
commercial and general litigation matters Mr Nachman formerly associated with
the firm of Stroock amp Stroock amp Lavan has over 20 years of civil litigation
experience
Giddins Claman LLP is proud to provide our clients with the benefits of our
collective experience as seasoned litigators and transactional real estate specialists
while maintaining our personal commitment to represent our clients in a manner
associated with a smaller practice
ManhattanResidential Market Report
Fourth Quarter 2010
Manhattan Cooperatives and Condominiums
2 Fourth Quarter 2010
Average and Median Sale Price
Cooperative Average Sale Price
Condominium Average Sale Price
Cover Property BrownHarrisStevenscom WEB272151
Average Sale Price Median Sale Price
Prices for Manhattan apartments continued to edge upward
as their average sale price of $1432787 was 8 higher
than a year ago This marked the sixth straight quarter that
the average price has risen While the number of recorded
transactions fell 25 from a year ago the fourth quarter of 2009
was uncharacteristically busy due to pent-up demand after the
collapse of Lehman Brothers had frozen the market earlier that year
The average co-op price continued to rise sharply as
more buyers favored larger apartments compared to a year ago Two-bedroom and larger
units accounted for 45 of co-op sales up from 40 a year ago This helped push
the overall average co-op price up 17 from 2009rsquos fourth
quarter to $1158333
Condo prices averaged $1751219 during the fourth
quarter 1 higher than a year ago One-bedrooms posted the
biggest increase in average price rising 9 over the past year
to $844964
Studio 1-Bedroom 2-Bedroom 3+Bedroom All
4th Q 10 $342545 $593718 $1231116 $3150700 $1158333
3rd Q 10 $366086 $606444 $1206257 $3049980 $1156733
2nd Q 10 $356696 $597311 $1301392 $2872496 $1065814
1st Q 10 $334307 $587538 $1132150 $3098881 $1079195
4th Q 09 $345725 $585238 $1133967 $3001012 $990921
Studio 1-Bedroom 2-Bedroom 3+Bedroom All
4th Q 10 $495002 $844964 $1637638 $4567750 $1751219
3rd Q 10 $495876 $809514 $1596021 $3835376 $1724180
2nd Q 10 $464559 $840829 $1570772 $3922994 $1686690
1st Q 10 $529970 $819785 $1608375 $4250098 $1730415
4th Q 09 $554568 $772525 $1583362 $4574080 $1732362
Average Sale Price Median Sale Price
$1600000
$1400000
$1200000
$1000000
$800000
$400000
$600000
$1369883 $820000
1Q10
$1324504 $800000
4Q09
$1432787 $840000
4Q10
$1423378 $890000
3Q10
$1377135 $842779
2Q10
Fourth Quarter 2010 3
New Developments Lofts
Time on the Market
Excludes new developments and units listed over one year Based on the last asking price Excludes new developments
Average Price Per Square Foot
New development prices averaged $1099 per square foot 11 less than during the fourth quarter of 2009 This was due in part to an increase in the percent of new development sales in Northern Manhattan from 9 a year ago to 15 At $1052 the average price per square foot for loft apartments was 3 higher than during 2009rsquos fourth quarter
Apartments sold during the quarter spent an average of 113 days on the market 14 less time than a year ago Sellers received 955 of the last asking price up slightly from the fourth quarter of 2009
Asking Vs Selling Price
$700
$900
$1100
$1300 $1099
4Q10
$1238
4Q09
$1146
1Q10 2Q10
$1176
$700
$900
$1100
$1300 $1052
4Q10
$1017
4Q09
$1037
1Q10
$1066
2Q10
$1112
3Q10
$1077
3Q10
75 days
100 days
125 days
150 days 113
4Q10
132
4Q09
119
1Q10
112
2Q10
85
90
95
100 955
4Q10
954
4Q09
962
1Q10
97
3Q10
959
3Q10
966
2Q10
Generally 59th to 96th Street Fifth Avenue to the East River
Cooperative Condominium
East sidE
4 Fourth Quarter 2010
Average Price Per Square Foot
At an average of $1581971 prices for two-bedroom East Side
apartments were 14 higher than a year ago The average price fell
13 for three-bedroom and larger apartments due in part to 2 closings
of over $30 million a year ago inflating that figure Co-ops fared better than condos as the average
price per room rose for both prewar and postwar co-ops over the past year
while the average condo price per square foot fell
Average Price Per Room
4Q09 4Q10
Studio 1-Bedroom 2-Bedroom 3+Bedroom
Percent of Sales
4th Q 09 10 35 36 19
4th Q 10 11 39 28 22
Average Price
4th Q 09 $351462 $647300 $1383364 $4146087
4th Q 10 $355459 $647207 $1581971 $3605513
Change 1 0 14 -13
$100000
$300000
$150000
$200000
$250000
$350000
$400000
$50000
$200
$1000
$400
$600
$800
$1200
$1400
$0
Postwar
$204713 $210559
Prewar
$348425 $383335
4Q10
$1126
4Q09
$1168
Generally 59th to 110th Street Hudson River to West of Fifth Avenue
WEst sidE
Fourth Quarter 2010 5
Cooperative CondominiumAverage Price Per Room Average Price Per Square Foot
With the exception of studios prices rose for all other size categories of apartments on
the West Side led by a 21 gain in the average price for
three-bedroom and larger units This increase was helped by
535 West End Avenue whose three-bedroom closing prices averaged over $115 million
in the fourth quarter Co-ops remained strong as the average
price per room rose 21 for prewar and 12 for postwar co-ops on the West Side The average condo price per square
foot rose 3 to $1309 making the West Side the only
area where both co-op and condo prices were higher
than a year ago
4Q09 4Q10
Studio 1-Bedroom 2-Bedroom 3+Bedroom
Percent of Sales
4th Q 09 10 37 37 16
4th Q 10 8 33 38 21
Average Price
4th Q 09 $417466 $656421 $1326640 $3325062
4th Q 10 $391228 $766529 $1378920 $4030338
Change -6 17 4 21
$125000
$225000
$150000
$175000
$200000
$250000
$275000
$100000
$200
$1000
$400
$600
$800
$1200
$1400
$0
4Q09
$1267
4Q10
$1309
Prewar
$215967 $260653
Postwar
$189264 $212348
MidtoWn East Generally 34th to 59th Street Fifth Avenue to the East River
MidtoWn
MidtoWn WEst Generally 34th to 59th Street Hudson River to West of Fifth Avenue
6 Fourth Quarter 2010
Cooperative Condominium
Cooperative Condominium
Average Price Per Room Average Price Per Square Foot
Average Price Per Room Average Price Per Square Foot
A couple of high-end closings at The Plaza and One Beacon Court helped bring the average condo price per square foot 27 higher in the Midtown East market compared
to a year ago The average price per room fell 5 for prewar while rising
8 for postwar co-ops
The average price per square foot rose 12 for condos over the
past year in the Midtown West market A number of closings at The Sheffield and Platinum
helped bring up this figure The average price per room fell for
both prewar and postwar co-ops in this market compared
to a year ago
$175000
$100000
$125000
$150000
$200000
$225000
$1000
$250
$500
$750
$1250
$1500
4Q09 4Q10
$212198 $200857
Prewar
$188662 $204639
Postwar
$1171
4Q09
$1485
4Q10
$252044 $199029 $231213 $221850 $1180$1055
4Q10Prewar Postwar 4Q09
$1000
$250
$500
$750
$1250
$1500
4Q09 4Q10
$200000
$50000
$100000
$150000
$250000
$300000
Cooperative Condominium
Fourth Quarter 2010 7
Average Price Per Room Average Price Per Square Foot
South of 34th Street
doWntoWn
While the average price fell 23 for three-bedroom and
larger apartments Downtown from a year ago a large
number of closings at the Superior Ink building inflated 2009rsquos figure This also is a reason why the overall condo
price per square foot fell 10 from a year ago The average
co-op price per room rose 13 for prewar and 4 for
postwar units from 2009rsquos fourth quarter
4Q09 4Q10
Studio 1-Bedroom 2-Bedroom 3+Bedroom
Percent of Sales
4th Q 09 17 43 28 12
4th Q 10 16 41 31 12
Average Price
4th Q 09 $452722 $704292 $1615877 $4665379
4th Q 10 $444618 $741919 $1581625 $3605513
Change -2 5 -2 -23
Prewar
$208503 $235826
Postwar
$188600 $195854
$100000
$200000
$125000
$150000
$175000
$225000
$250000
$75000
$800
$1200
$900
$1000
$1100
$1300
$1400
$700
4Q09
$1326
4Q10
$1194
Cooperative CondominiumAverage Price Per Room Average Price Per Square Foot
Generally North of 96th Street on the East Side and 110th Street on the West Side
NEW YORK CITY bull PALM BEACH bull THE HAMPTONS bull NORTH FORK 2129069200
EAST SIDE445 Park AvenueHall F Willkie PresidentRuth McCoy EVPManaging Director of Sales
UPPER EAST SIDE1121 Madison AvenuePeter R Marra EVPManaging Director of Sales
EDWARD LEE CAVE DIVISION790 Madison AvenueCaroline E Y GuthriePresident
WEST SIDE1926 BroadwayJames M Gricar EVP Managing Director of Sales
BROOKLYN HEIGHTS129 Montague StreetChristopher Thomas EVPManaging Director of Sales
PARK SLOPE100 Seventh AvenueMaryAnn Albano EVPManaging Director of Sales
NEW DEVELOPMENT445 Park Avenue James M GricarManaging DirectorBrown Harris Stevens On-Site Marketing and Sales
Prepared by Gregory Heym Chief Economist Brown Harris Stevenscopy2010 by Brown Harris Stevens All Rights Reserved This information may not be copied used or distributed without Brown Harris Stevensrsquo consent While information is believed true no guaranty is made of accuracy
While the average price fell for three-bedroom and larger apartments it was higher for
all other size categories in Northern Manhattan Condo
prices rose slightly as their average price per square foot of $566 was up 1 from a
year ago The average price per room fell for both prewar and
postwar co-ops compared to a year ago
This report is based on 1901 reported Manhattan apartment sales 25 less than were reported during last yearrsquos comparable period
VILLAGE2 Fifth AvenueKevin Kovesci EVPManaging Director of Sales
TRIBECA43 North MooreKevin Kovesci EVPManaging Director of Sales
northErn Manhattan
Studio 1-Bedroom 2-Bedroom 3+Bedroom
Percent of Sales
4th Q 09 6 35 43 16
4th Q 10 8 38 38 16
Average Price
4th Q 09 $227611 $352759 $567332 $1101778
4th Q 10 $319798 $394509 $577071 $710832
Change 41 12 2 -35
$100
$500
$200
$300
$400
$600
$700
$0
4Q09 4Q10
4Q09
$563
4Q10
$566
$70000
$110000
$80000
$90000
$100000
$120000
$130000
$60000
Prewar
$120601 $97757
Postwar
$110104 $106330
Faculty Biographies
REAL PROPERTY SECTION gt Officer Bio
Chair Leo Genn Esq
Office Address Northside Center for Child Development 1301 Fifth Ave New York NY 10029-3119
Phone 212-426-3406 Fax 212-410-7561 Email lgenn_esqyahoocom
After working briefly as a litigator Mr Genn became House Counsel at NorthsideCenter for Child Development a Manhattan-based not for profit where he handles contract negotiations commercial leasing property management and insurance issues Mr Genn also writes government grants Before law school Mr Genn spent eight years managing commercial and residential real estate in New York City Mr Genn has also worked for New York Citys Office of Economic Development In March 2002 Mr Genns article on the notice requirements in foreclosure proceedings appeared on thecover of the New York Real Estate Law Reporter Mr Gennrsquos favorite law quote is Oliver Wendell Holmes remark A word is not a crystal transparent and unchanged it isthe skin of a living thought and may vary greatly in color and content according to thecircumstances and time in which it is used Mr Gennrsquos favorite case is Raffles v
ichelhaus and his favorite legal fiction is promissory estoppel W
Paul M Giddins Partner
Giddins Claman LLP Paul M Giddins is a partner at Giddins Claman LLP a law firm in New York City Mr Giddins received a Bachelor of Arts degree from Trinity College- Hartford and a law degree from American University Washington School of Law
LISA LIPPMAN | Senior Vice President Director | Licensed Associate Real Estate Broker
printer friendly page
1926 Broadway New York NY 10023 Tel (212) 588-5606 Fax (212) 418-9733 llippmanbhsusacom download contact info view current listings view sold listings
FEATURED PROPERTY - UPPER EAST SIDE
2COOPERATIVE
25 EAST 79TH STREET
rice $1299000
isting ID 1127158
PBedrooms 2 Baths 20 L
Lisa Lippman Senior Vice President and Director was the 1 broker at Brown Harris Stevens in 2009 With 13 years of experience selling real estate Lisa specializes in the sale of high end cooperatives condominiums and townhomes throughout Manhattan As is clear from her record even in tough times Lisa manages to both sell and find homes for her clients Other awards Lisa has won in the last few years include middotWall Street Journal top 400-Lisa was 11 in the nation and 2 in Manhattan 2009 middotWall Street Journal top 50 brokers in America 2007 middotBrown Harris Stevens Westside Office Broker of the Year All Years 2006 - 2009 middotBrown Harris Stevens Westside Office Listing Broker of the Year 2007 2008 2009 middotBrown Harris Stevens Largest New Development Deal of the Year 2009 Prior to becoming a real estate broker Lisa spent several years as a lawyer practicing litigation at two prestigious law firms She graduated from The University of Pennsylvania in 1986 and earned her law degree from Cardozo in 1990 Lisas legal background affords her a keen understanding of the negotiation process as well as the complexities needed to complete the deal A New York City resident for 24 years Lisa offers impeccable knowledge of the market as it applies across all neighborhoods She has lived downtown on the Upper East Side and has now resided on the Upper West Side for the past 14 years Additionally as the mother of three children Lisa is personally involved in the decisions all buyers face in choosing a neighborhood and a home Lisa takes pride in being a straight-forward intelligent and honest broker She understands the individual needs of each client as well as their comfort with the purchase andor sale process Her listening talents combined with her unbeatable memory work ethic and negotiation skills allow her to service her buyers and sellers most effectively Lisa is also active in the New York community including the UJA and her childrens school All of this enables her to offer a well-rounded approach to navigating the New York real estate landscape bringing to life the nuances and charms that the City and its real estate market have to offer
- 14 -
(e) If no Commitment is issued by the 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 22(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 22
(f) If this Contract is canceled by Purchaser pursuant to subparagraphs
22(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 21
(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 22(a) then Purchaser shall be deemed to have waived
Purchaserrsquos right to cancel this Contract and to receive a refund of the Downpayment by
reason of the contingency contained in this paragraph 22
(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 of its obligations under this
paragraph 22) and except as set forth in paragraph 21
(i) The attorneys for the parties are hereby authorized to give and receive
on behalf of their clients all Notices and deliveries under this paragraph 22
(j) For purposes of this Contract the term ldquoInstitutional Lenderrdquo 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
(k) For purposes of subparagraph (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
- 15 -
23 Gender Etc As used in this Contract the neuter includes the masculine and
feminine the singular includes the plural and the plural includes the singular as the
context may require
24 Entire Contract All prior understandings and agreements between Seller and
Purchaser are merged in this Contract and this Contract supersedes any and all
understandings and agreements between the parties and constitutes the entire agreement
between them with respect to the subject matter hereof
25 Captions The captions in this Contract are for convenience and reference
only and in no way define limit or describe the scope of this Contract and shall not be
considered in the interpretation of this Contract or any provision hereof
26 No Assignment by Purchaser Purchaser may not assign this Contract or any
of Purchaserrsquos rights hereunder
27 Successors and Assigns Subject to the provisions of para 26 the provisions
of this Contract shall bind and inure to the benefit of both Purchaser and Seller and their
respective distributees executors administrators heirs legal representatives successors
and permitted assigns
28 No Oral Changes This Contract cannot be changed or terminated orally Any
changes or additional provisions must be set forth in a rider attached hereto or in a
separate written agreement signed by both parties to this Contract
29 Contract Not Binding Until Signed This Contract shall not be binding or
effective until properly executed and delivered by Seller and Purchaser
30 Lead-Based Paint If applicable the complete and fully executed disclosure
of information on lead-based paint andor lead-based paint hazards is attached hereto and
made a part hereof
IN WITNESS WHEREOF the parties hereto have duly executed this Contract
on the day and year first above written
Seller Purchaser
_________________________________ ____________________________________
- 16 -
Agreed to as to para 16 ________________________________
Giddins Claman LLP Escrowee
Escrow Depository
Address
SCHEDULE A - Permitted Exceptions
1 Zoning laws and regulations and landmark historic or wetlands designation
which are not violated by the Unit and which are not violated by the Common Elements
to the extent that access to or use of the Unit would be materially and adversely affected
2 Consents for the erection of any structure or structures on under or above any
street or streets on which the Building may abut
3 The terms burdens covenants restrictions conditions easements and rules
and regulations set forth in the Declaration By-Laws and rules and regulations of the
Condominium the Power of Attorney from Purchaser to the board of managers of the
Condominium and the floor plans of the Condominium all as may be amended from time
to time
4 Rights of utility companies to lay maintain install and repair pipes lines
poles conduits cable boxes and related equipment on over and under the Building and
Common Elements provided that none of such rights imposes any monetary obligation
on the owner of the Unit or materially interferes with the use of or access to the Unit
5 Encroachments of stoops areas cellar steps trim cornices lintels window
sills awnings canopies ledges fences hedges coping and retaining walls projecting
from the Building over any street or highway or over any adjoining property and
encroachments of similar elements projecting from adjoining property over the Common
Elements
6 Any state of facts which an accurate survey or personal inspection of the
Building Common Elements or Unit would disclose provided that such facts do not
prevent the use of the Unit for dwelling purposes For the purposes of this Contract none
of the facts shown on the survey if any identified below shall be deemed to prevent the
use of the Unit for dwelling purposes and Purchaser shall accept title subject thereto
- 17 -
The survey referred to in No 6 above was prepared by
___________________________ dated _____________________ and last revised
____________________
7 The lien of any unpaid common charge real estate tax water charge sewer
rent or vault charge provided the same are paid or apportioned at the Closing as herein
provided
8 The lien of any unpaid assessments to the extent of installments thereof
payable after the Closing
9 Liens encumbrances and title conditions affecting the Common Elements
which do not materially and adversely affect the right of the Unit owner to use and enjoy
the Common Elements
10 Notes or notices of violations of law or governmental orders ordinances or
requirements (a) affecting the Unit and noted or issued subsequent to the date of this
Contract by any governmental department agency or bureau having jurisdiction and (b)
any such notes or notices affecting only the Common Elements which were noted or
issued prior to or on the date of this Contract or at any time hereafter
11 Any other matters or encumbrances subject to which Purchaser is required to
accept title to the Unit pursuant to this Contract
ABOUT THE SPEAKERS
Lisa Lippman Senior Vice President and Director was the 1 broker at Brown Harris Stevens in 2009 With 13 years of experience selling real estate Lisa specializes in the sale of high end cooperatives condominiums and townhomes throughout Manhattan As is clear from her record even in tough times Lisa manages to both sell and find homes for her clients
Other awards Lisa has won in the last few years include
middotWall Street Journal top 400-Lisa was 11 in the nation and 2 in Manhattan 2009middotWall Street Journal top 50 brokers in America 2007middotBrown Harris Stevens Westside Office Broker of the Year All Years 2006 - 2009 middotBrown Harris Stevens Westside Office Listing Broker of the Year 2007 2008 2009middotBrown Harris Stevens Largest New Development Deal of the Year 2009
Prior to becoming a real estate broker Lisa spent several years as a lawyer practicing litigation at two prestigious law firms She graduated from The University of Pennsylvania in 1986 and earned her law degree from Cardozo in 1990 Lisarsquos legal background affords her a keen understanding of the negotiation process as well as the complexities needed to complete the deal
A New York City resident for 24 years Lisa offers impeccable knowledge of the market as it applies across all neighborhoods She has lived downtown on the Upper East Side and has now resided on the Upper West Side for the past 14 years Additionally as the mother of three children Lisa is personally involved in the decisions all buyers face in choosing a neighborhood and a home
Lisa takes pride in being a straight-forward intelligent and honest broker She understands the individual needs of each client as well as their comfort with the purchase andor sale process Her listening talents combined with her unbeatable memory work ethic and negotiation skills allow her to service her buyers and sellers most effectively Lisa is also active in the New York community including the UJA and her childrenrsquos school All of this enables her to offer a well-rounded approach to navigating the New York real estate landscape bringing to life the nuances and charms that the City and its real estate market have to offer
LISA LIPPMANSenior Vice PresidentDirector
Lisa Lippman bull 212- 588-5606 bull fax 212-418-9733 bull llippmanbhsusacom
GIDDINS bull CLAMAN LLP
Attorneys at Law
675 THIRD AVENUE
29TH
FLOOR
NEW YORK NEW YORK 10017
(212)573-6703
FAX (212)949-1923 Paul M Giddins
Scott Claman
Giddins Claman LLP ndash Firm Biography
Giddins Claman LLP (formerly Giddins Claman amp Langs LLP) was
established in 1988 by Paul M Giddins formerly an Assistant District Attorney in
the New York County District Attorneyrsquos Office For over 20 years the firm has
specialized in real estate matters in the New York City metropolitan area with an
active transactional real estate practice Mr Giddins has specialized in residential
real estate during that time In addition to purchase sale and refinance transactions
Mr Giddins represents cooperative apartment boards of directors and condominium
boards of managers Mr Giddins also regularly gives lectures and seminars on real
estate matters for many of the prominent real estate brokerage firms in New York
Scott Claman has been in the practice of law in New York for over 26 years
and joined the firm as a member in 1996 having previously been a partner at a law
firm that specialized in the representation of cooperative apartment boards of
directors and condominium boards of managers Mr Claman is regularly engaged
in a variety of transactional real estate matters ranging from commercial leasing
mortgage financing and asset dispositions to individual apartment and house sales
In addition to individual and institutional owners of residential and commercial real
estate Mr Claman also represents cooperative apartment boards of directors and
condominium boards of managers and has given numerous lectures and seminars
on real estate matters for the Real Estate Board of New York and for many of the
prominent real estate brokerage firms in New York
Steven M Nachman serves as Of Counsel to the firm in connection with
commercial and general litigation matters Mr Nachman formerly associated with
the firm of Stroock amp Stroock amp Lavan has over 20 years of civil litigation
experience
Giddins Claman LLP is proud to provide our clients with the benefits of our
collective experience as seasoned litigators and transactional real estate specialists
while maintaining our personal commitment to represent our clients in a manner
associated with a smaller practice
ManhattanResidential Market Report
Fourth Quarter 2010
Manhattan Cooperatives and Condominiums
2 Fourth Quarter 2010
Average and Median Sale Price
Cooperative Average Sale Price
Condominium Average Sale Price
Cover Property BrownHarrisStevenscom WEB272151
Average Sale Price Median Sale Price
Prices for Manhattan apartments continued to edge upward
as their average sale price of $1432787 was 8 higher
than a year ago This marked the sixth straight quarter that
the average price has risen While the number of recorded
transactions fell 25 from a year ago the fourth quarter of 2009
was uncharacteristically busy due to pent-up demand after the
collapse of Lehman Brothers had frozen the market earlier that year
The average co-op price continued to rise sharply as
more buyers favored larger apartments compared to a year ago Two-bedroom and larger
units accounted for 45 of co-op sales up from 40 a year ago This helped push
the overall average co-op price up 17 from 2009rsquos fourth
quarter to $1158333
Condo prices averaged $1751219 during the fourth
quarter 1 higher than a year ago One-bedrooms posted the
biggest increase in average price rising 9 over the past year
to $844964
Studio 1-Bedroom 2-Bedroom 3+Bedroom All
4th Q 10 $342545 $593718 $1231116 $3150700 $1158333
3rd Q 10 $366086 $606444 $1206257 $3049980 $1156733
2nd Q 10 $356696 $597311 $1301392 $2872496 $1065814
1st Q 10 $334307 $587538 $1132150 $3098881 $1079195
4th Q 09 $345725 $585238 $1133967 $3001012 $990921
Studio 1-Bedroom 2-Bedroom 3+Bedroom All
4th Q 10 $495002 $844964 $1637638 $4567750 $1751219
3rd Q 10 $495876 $809514 $1596021 $3835376 $1724180
2nd Q 10 $464559 $840829 $1570772 $3922994 $1686690
1st Q 10 $529970 $819785 $1608375 $4250098 $1730415
4th Q 09 $554568 $772525 $1583362 $4574080 $1732362
Average Sale Price Median Sale Price
$1600000
$1400000
$1200000
$1000000
$800000
$400000
$600000
$1369883 $820000
1Q10
$1324504 $800000
4Q09
$1432787 $840000
4Q10
$1423378 $890000
3Q10
$1377135 $842779
2Q10
Fourth Quarter 2010 3
New Developments Lofts
Time on the Market
Excludes new developments and units listed over one year Based on the last asking price Excludes new developments
Average Price Per Square Foot
New development prices averaged $1099 per square foot 11 less than during the fourth quarter of 2009 This was due in part to an increase in the percent of new development sales in Northern Manhattan from 9 a year ago to 15 At $1052 the average price per square foot for loft apartments was 3 higher than during 2009rsquos fourth quarter
Apartments sold during the quarter spent an average of 113 days on the market 14 less time than a year ago Sellers received 955 of the last asking price up slightly from the fourth quarter of 2009
Asking Vs Selling Price
$700
$900
$1100
$1300 $1099
4Q10
$1238
4Q09
$1146
1Q10 2Q10
$1176
$700
$900
$1100
$1300 $1052
4Q10
$1017
4Q09
$1037
1Q10
$1066
2Q10
$1112
3Q10
$1077
3Q10
75 days
100 days
125 days
150 days 113
4Q10
132
4Q09
119
1Q10
112
2Q10
85
90
95
100 955
4Q10
954
4Q09
962
1Q10
97
3Q10
959
3Q10
966
2Q10
Generally 59th to 96th Street Fifth Avenue to the East River
Cooperative Condominium
East sidE
4 Fourth Quarter 2010
Average Price Per Square Foot
At an average of $1581971 prices for two-bedroom East Side
apartments were 14 higher than a year ago The average price fell
13 for three-bedroom and larger apartments due in part to 2 closings
of over $30 million a year ago inflating that figure Co-ops fared better than condos as the average
price per room rose for both prewar and postwar co-ops over the past year
while the average condo price per square foot fell
Average Price Per Room
4Q09 4Q10
Studio 1-Bedroom 2-Bedroom 3+Bedroom
Percent of Sales
4th Q 09 10 35 36 19
4th Q 10 11 39 28 22
Average Price
4th Q 09 $351462 $647300 $1383364 $4146087
4th Q 10 $355459 $647207 $1581971 $3605513
Change 1 0 14 -13
$100000
$300000
$150000
$200000
$250000
$350000
$400000
$50000
$200
$1000
$400
$600
$800
$1200
$1400
$0
Postwar
$204713 $210559
Prewar
$348425 $383335
4Q10
$1126
4Q09
$1168
Generally 59th to 110th Street Hudson River to West of Fifth Avenue
WEst sidE
Fourth Quarter 2010 5
Cooperative CondominiumAverage Price Per Room Average Price Per Square Foot
With the exception of studios prices rose for all other size categories of apartments on
the West Side led by a 21 gain in the average price for
three-bedroom and larger units This increase was helped by
535 West End Avenue whose three-bedroom closing prices averaged over $115 million
in the fourth quarter Co-ops remained strong as the average
price per room rose 21 for prewar and 12 for postwar co-ops on the West Side The average condo price per square
foot rose 3 to $1309 making the West Side the only
area where both co-op and condo prices were higher
than a year ago
4Q09 4Q10
Studio 1-Bedroom 2-Bedroom 3+Bedroom
Percent of Sales
4th Q 09 10 37 37 16
4th Q 10 8 33 38 21
Average Price
4th Q 09 $417466 $656421 $1326640 $3325062
4th Q 10 $391228 $766529 $1378920 $4030338
Change -6 17 4 21
$125000
$225000
$150000
$175000
$200000
$250000
$275000
$100000
$200
$1000
$400
$600
$800
$1200
$1400
$0
4Q09
$1267
4Q10
$1309
Prewar
$215967 $260653
Postwar
$189264 $212348
MidtoWn East Generally 34th to 59th Street Fifth Avenue to the East River
MidtoWn
MidtoWn WEst Generally 34th to 59th Street Hudson River to West of Fifth Avenue
6 Fourth Quarter 2010
Cooperative Condominium
Cooperative Condominium
Average Price Per Room Average Price Per Square Foot
Average Price Per Room Average Price Per Square Foot
A couple of high-end closings at The Plaza and One Beacon Court helped bring the average condo price per square foot 27 higher in the Midtown East market compared
to a year ago The average price per room fell 5 for prewar while rising
8 for postwar co-ops
The average price per square foot rose 12 for condos over the
past year in the Midtown West market A number of closings at The Sheffield and Platinum
helped bring up this figure The average price per room fell for
both prewar and postwar co-ops in this market compared
to a year ago
$175000
$100000
$125000
$150000
$200000
$225000
$1000
$250
$500
$750
$1250
$1500
4Q09 4Q10
$212198 $200857
Prewar
$188662 $204639
Postwar
$1171
4Q09
$1485
4Q10
$252044 $199029 $231213 $221850 $1180$1055
4Q10Prewar Postwar 4Q09
$1000
$250
$500
$750
$1250
$1500
4Q09 4Q10
$200000
$50000
$100000
$150000
$250000
$300000
Cooperative Condominium
Fourth Quarter 2010 7
Average Price Per Room Average Price Per Square Foot
South of 34th Street
doWntoWn
While the average price fell 23 for three-bedroom and
larger apartments Downtown from a year ago a large
number of closings at the Superior Ink building inflated 2009rsquos figure This also is a reason why the overall condo
price per square foot fell 10 from a year ago The average
co-op price per room rose 13 for prewar and 4 for
postwar units from 2009rsquos fourth quarter
4Q09 4Q10
Studio 1-Bedroom 2-Bedroom 3+Bedroom
Percent of Sales
4th Q 09 17 43 28 12
4th Q 10 16 41 31 12
Average Price
4th Q 09 $452722 $704292 $1615877 $4665379
4th Q 10 $444618 $741919 $1581625 $3605513
Change -2 5 -2 -23
Prewar
$208503 $235826
Postwar
$188600 $195854
$100000
$200000
$125000
$150000
$175000
$225000
$250000
$75000
$800
$1200
$900
$1000
$1100
$1300
$1400
$700
4Q09
$1326
4Q10
$1194
Cooperative CondominiumAverage Price Per Room Average Price Per Square Foot
Generally North of 96th Street on the East Side and 110th Street on the West Side
NEW YORK CITY bull PALM BEACH bull THE HAMPTONS bull NORTH FORK 2129069200
EAST SIDE445 Park AvenueHall F Willkie PresidentRuth McCoy EVPManaging Director of Sales
UPPER EAST SIDE1121 Madison AvenuePeter R Marra EVPManaging Director of Sales
EDWARD LEE CAVE DIVISION790 Madison AvenueCaroline E Y GuthriePresident
WEST SIDE1926 BroadwayJames M Gricar EVP Managing Director of Sales
BROOKLYN HEIGHTS129 Montague StreetChristopher Thomas EVPManaging Director of Sales
PARK SLOPE100 Seventh AvenueMaryAnn Albano EVPManaging Director of Sales
NEW DEVELOPMENT445 Park Avenue James M GricarManaging DirectorBrown Harris Stevens On-Site Marketing and Sales
Prepared by Gregory Heym Chief Economist Brown Harris Stevenscopy2010 by Brown Harris Stevens All Rights Reserved This information may not be copied used or distributed without Brown Harris Stevensrsquo consent While information is believed true no guaranty is made of accuracy
While the average price fell for three-bedroom and larger apartments it was higher for
all other size categories in Northern Manhattan Condo
prices rose slightly as their average price per square foot of $566 was up 1 from a
year ago The average price per room fell for both prewar and
postwar co-ops compared to a year ago
This report is based on 1901 reported Manhattan apartment sales 25 less than were reported during last yearrsquos comparable period
VILLAGE2 Fifth AvenueKevin Kovesci EVPManaging Director of Sales
TRIBECA43 North MooreKevin Kovesci EVPManaging Director of Sales
northErn Manhattan
Studio 1-Bedroom 2-Bedroom 3+Bedroom
Percent of Sales
4th Q 09 6 35 43 16
4th Q 10 8 38 38 16
Average Price
4th Q 09 $227611 $352759 $567332 $1101778
4th Q 10 $319798 $394509 $577071 $710832
Change 41 12 2 -35
$100
$500
$200
$300
$400
$600
$700
$0
4Q09 4Q10
4Q09
$563
4Q10
$566
$70000
$110000
$80000
$90000
$100000
$120000
$130000
$60000
Prewar
$120601 $97757
Postwar
$110104 $106330
Faculty Biographies
REAL PROPERTY SECTION gt Officer Bio
Chair Leo Genn Esq
Office Address Northside Center for Child Development 1301 Fifth Ave New York NY 10029-3119
Phone 212-426-3406 Fax 212-410-7561 Email lgenn_esqyahoocom
After working briefly as a litigator Mr Genn became House Counsel at NorthsideCenter for Child Development a Manhattan-based not for profit where he handles contract negotiations commercial leasing property management and insurance issues Mr Genn also writes government grants Before law school Mr Genn spent eight years managing commercial and residential real estate in New York City Mr Genn has also worked for New York Citys Office of Economic Development In March 2002 Mr Genns article on the notice requirements in foreclosure proceedings appeared on thecover of the New York Real Estate Law Reporter Mr Gennrsquos favorite law quote is Oliver Wendell Holmes remark A word is not a crystal transparent and unchanged it isthe skin of a living thought and may vary greatly in color and content according to thecircumstances and time in which it is used Mr Gennrsquos favorite case is Raffles v
ichelhaus and his favorite legal fiction is promissory estoppel W
Paul M Giddins Partner
Giddins Claman LLP Paul M Giddins is a partner at Giddins Claman LLP a law firm in New York City Mr Giddins received a Bachelor of Arts degree from Trinity College- Hartford and a law degree from American University Washington School of Law
LISA LIPPMAN | Senior Vice President Director | Licensed Associate Real Estate Broker
printer friendly page
1926 Broadway New York NY 10023 Tel (212) 588-5606 Fax (212) 418-9733 llippmanbhsusacom download contact info view current listings view sold listings
FEATURED PROPERTY - UPPER EAST SIDE
2COOPERATIVE
25 EAST 79TH STREET
rice $1299000
isting ID 1127158
PBedrooms 2 Baths 20 L
Lisa Lippman Senior Vice President and Director was the 1 broker at Brown Harris Stevens in 2009 With 13 years of experience selling real estate Lisa specializes in the sale of high end cooperatives condominiums and townhomes throughout Manhattan As is clear from her record even in tough times Lisa manages to both sell and find homes for her clients Other awards Lisa has won in the last few years include middotWall Street Journal top 400-Lisa was 11 in the nation and 2 in Manhattan 2009 middotWall Street Journal top 50 brokers in America 2007 middotBrown Harris Stevens Westside Office Broker of the Year All Years 2006 - 2009 middotBrown Harris Stevens Westside Office Listing Broker of the Year 2007 2008 2009 middotBrown Harris Stevens Largest New Development Deal of the Year 2009 Prior to becoming a real estate broker Lisa spent several years as a lawyer practicing litigation at two prestigious law firms She graduated from The University of Pennsylvania in 1986 and earned her law degree from Cardozo in 1990 Lisas legal background affords her a keen understanding of the negotiation process as well as the complexities needed to complete the deal A New York City resident for 24 years Lisa offers impeccable knowledge of the market as it applies across all neighborhoods She has lived downtown on the Upper East Side and has now resided on the Upper West Side for the past 14 years Additionally as the mother of three children Lisa is personally involved in the decisions all buyers face in choosing a neighborhood and a home Lisa takes pride in being a straight-forward intelligent and honest broker She understands the individual needs of each client as well as their comfort with the purchase andor sale process Her listening talents combined with her unbeatable memory work ethic and negotiation skills allow her to service her buyers and sellers most effectively Lisa is also active in the New York community including the UJA and her childrens school All of this enables her to offer a well-rounded approach to navigating the New York real estate landscape bringing to life the nuances and charms that the City and its real estate market have to offer
- 15 -
23 Gender Etc As used in this Contract the neuter includes the masculine and
feminine the singular includes the plural and the plural includes the singular as the
context may require
24 Entire Contract All prior understandings and agreements between Seller and
Purchaser are merged in this Contract and this Contract supersedes any and all
understandings and agreements between the parties and constitutes the entire agreement
between them with respect to the subject matter hereof
25 Captions The captions in this Contract are for convenience and reference
only and in no way define limit or describe the scope of this Contract and shall not be
considered in the interpretation of this Contract or any provision hereof
26 No Assignment by Purchaser Purchaser may not assign this Contract or any
of Purchaserrsquos rights hereunder
27 Successors and Assigns Subject to the provisions of para 26 the provisions
of this Contract shall bind and inure to the benefit of both Purchaser and Seller and their
respective distributees executors administrators heirs legal representatives successors
and permitted assigns
28 No Oral Changes This Contract cannot be changed or terminated orally Any
changes or additional provisions must be set forth in a rider attached hereto or in a
separate written agreement signed by both parties to this Contract
29 Contract Not Binding Until Signed This Contract shall not be binding or
effective until properly executed and delivered by Seller and Purchaser
30 Lead-Based Paint If applicable the complete and fully executed disclosure
of information on lead-based paint andor lead-based paint hazards is attached hereto and
made a part hereof
IN WITNESS WHEREOF the parties hereto have duly executed this Contract
on the day and year first above written
Seller Purchaser
_________________________________ ____________________________________
- 16 -
Agreed to as to para 16 ________________________________
Giddins Claman LLP Escrowee
Escrow Depository
Address
SCHEDULE A - Permitted Exceptions
1 Zoning laws and regulations and landmark historic or wetlands designation
which are not violated by the Unit and which are not violated by the Common Elements
to the extent that access to or use of the Unit would be materially and adversely affected
2 Consents for the erection of any structure or structures on under or above any
street or streets on which the Building may abut
3 The terms burdens covenants restrictions conditions easements and rules
and regulations set forth in the Declaration By-Laws and rules and regulations of the
Condominium the Power of Attorney from Purchaser to the board of managers of the
Condominium and the floor plans of the Condominium all as may be amended from time
to time
4 Rights of utility companies to lay maintain install and repair pipes lines
poles conduits cable boxes and related equipment on over and under the Building and
Common Elements provided that none of such rights imposes any monetary obligation
on the owner of the Unit or materially interferes with the use of or access to the Unit
5 Encroachments of stoops areas cellar steps trim cornices lintels window
sills awnings canopies ledges fences hedges coping and retaining walls projecting
from the Building over any street or highway or over any adjoining property and
encroachments of similar elements projecting from adjoining property over the Common
Elements
6 Any state of facts which an accurate survey or personal inspection of the
Building Common Elements or Unit would disclose provided that such facts do not
prevent the use of the Unit for dwelling purposes For the purposes of this Contract none
of the facts shown on the survey if any identified below shall be deemed to prevent the
use of the Unit for dwelling purposes and Purchaser shall accept title subject thereto
- 17 -
The survey referred to in No 6 above was prepared by
___________________________ dated _____________________ and last revised
____________________
7 The lien of any unpaid common charge real estate tax water charge sewer
rent or vault charge provided the same are paid or apportioned at the Closing as herein
provided
8 The lien of any unpaid assessments to the extent of installments thereof
payable after the Closing
9 Liens encumbrances and title conditions affecting the Common Elements
which do not materially and adversely affect the right of the Unit owner to use and enjoy
the Common Elements
10 Notes or notices of violations of law or governmental orders ordinances or
requirements (a) affecting the Unit and noted or issued subsequent to the date of this
Contract by any governmental department agency or bureau having jurisdiction and (b)
any such notes or notices affecting only the Common Elements which were noted or
issued prior to or on the date of this Contract or at any time hereafter
11 Any other matters or encumbrances subject to which Purchaser is required to
accept title to the Unit pursuant to this Contract
ABOUT THE SPEAKERS
Lisa Lippman Senior Vice President and Director was the 1 broker at Brown Harris Stevens in 2009 With 13 years of experience selling real estate Lisa specializes in the sale of high end cooperatives condominiums and townhomes throughout Manhattan As is clear from her record even in tough times Lisa manages to both sell and find homes for her clients
Other awards Lisa has won in the last few years include
middotWall Street Journal top 400-Lisa was 11 in the nation and 2 in Manhattan 2009middotWall Street Journal top 50 brokers in America 2007middotBrown Harris Stevens Westside Office Broker of the Year All Years 2006 - 2009 middotBrown Harris Stevens Westside Office Listing Broker of the Year 2007 2008 2009middotBrown Harris Stevens Largest New Development Deal of the Year 2009
Prior to becoming a real estate broker Lisa spent several years as a lawyer practicing litigation at two prestigious law firms She graduated from The University of Pennsylvania in 1986 and earned her law degree from Cardozo in 1990 Lisarsquos legal background affords her a keen understanding of the negotiation process as well as the complexities needed to complete the deal
A New York City resident for 24 years Lisa offers impeccable knowledge of the market as it applies across all neighborhoods She has lived downtown on the Upper East Side and has now resided on the Upper West Side for the past 14 years Additionally as the mother of three children Lisa is personally involved in the decisions all buyers face in choosing a neighborhood and a home
Lisa takes pride in being a straight-forward intelligent and honest broker She understands the individual needs of each client as well as their comfort with the purchase andor sale process Her listening talents combined with her unbeatable memory work ethic and negotiation skills allow her to service her buyers and sellers most effectively Lisa is also active in the New York community including the UJA and her childrenrsquos school All of this enables her to offer a well-rounded approach to navigating the New York real estate landscape bringing to life the nuances and charms that the City and its real estate market have to offer
LISA LIPPMANSenior Vice PresidentDirector
Lisa Lippman bull 212- 588-5606 bull fax 212-418-9733 bull llippmanbhsusacom
GIDDINS bull CLAMAN LLP
Attorneys at Law
675 THIRD AVENUE
29TH
FLOOR
NEW YORK NEW YORK 10017
(212)573-6703
FAX (212)949-1923 Paul M Giddins
Scott Claman
Giddins Claman LLP ndash Firm Biography
Giddins Claman LLP (formerly Giddins Claman amp Langs LLP) was
established in 1988 by Paul M Giddins formerly an Assistant District Attorney in
the New York County District Attorneyrsquos Office For over 20 years the firm has
specialized in real estate matters in the New York City metropolitan area with an
active transactional real estate practice Mr Giddins has specialized in residential
real estate during that time In addition to purchase sale and refinance transactions
Mr Giddins represents cooperative apartment boards of directors and condominium
boards of managers Mr Giddins also regularly gives lectures and seminars on real
estate matters for many of the prominent real estate brokerage firms in New York
Scott Claman has been in the practice of law in New York for over 26 years
and joined the firm as a member in 1996 having previously been a partner at a law
firm that specialized in the representation of cooperative apartment boards of
directors and condominium boards of managers Mr Claman is regularly engaged
in a variety of transactional real estate matters ranging from commercial leasing
mortgage financing and asset dispositions to individual apartment and house sales
In addition to individual and institutional owners of residential and commercial real
estate Mr Claman also represents cooperative apartment boards of directors and
condominium boards of managers and has given numerous lectures and seminars
on real estate matters for the Real Estate Board of New York and for many of the
prominent real estate brokerage firms in New York
Steven M Nachman serves as Of Counsel to the firm in connection with
commercial and general litigation matters Mr Nachman formerly associated with
the firm of Stroock amp Stroock amp Lavan has over 20 years of civil litigation
experience
Giddins Claman LLP is proud to provide our clients with the benefits of our
collective experience as seasoned litigators and transactional real estate specialists
while maintaining our personal commitment to represent our clients in a manner
associated with a smaller practice
ManhattanResidential Market Report
Fourth Quarter 2010
Manhattan Cooperatives and Condominiums
2 Fourth Quarter 2010
Average and Median Sale Price
Cooperative Average Sale Price
Condominium Average Sale Price
Cover Property BrownHarrisStevenscom WEB272151
Average Sale Price Median Sale Price
Prices for Manhattan apartments continued to edge upward
as their average sale price of $1432787 was 8 higher
than a year ago This marked the sixth straight quarter that
the average price has risen While the number of recorded
transactions fell 25 from a year ago the fourth quarter of 2009
was uncharacteristically busy due to pent-up demand after the
collapse of Lehman Brothers had frozen the market earlier that year
The average co-op price continued to rise sharply as
more buyers favored larger apartments compared to a year ago Two-bedroom and larger
units accounted for 45 of co-op sales up from 40 a year ago This helped push
the overall average co-op price up 17 from 2009rsquos fourth
quarter to $1158333
Condo prices averaged $1751219 during the fourth
quarter 1 higher than a year ago One-bedrooms posted the
biggest increase in average price rising 9 over the past year
to $844964
Studio 1-Bedroom 2-Bedroom 3+Bedroom All
4th Q 10 $342545 $593718 $1231116 $3150700 $1158333
3rd Q 10 $366086 $606444 $1206257 $3049980 $1156733
2nd Q 10 $356696 $597311 $1301392 $2872496 $1065814
1st Q 10 $334307 $587538 $1132150 $3098881 $1079195
4th Q 09 $345725 $585238 $1133967 $3001012 $990921
Studio 1-Bedroom 2-Bedroom 3+Bedroom All
4th Q 10 $495002 $844964 $1637638 $4567750 $1751219
3rd Q 10 $495876 $809514 $1596021 $3835376 $1724180
2nd Q 10 $464559 $840829 $1570772 $3922994 $1686690
1st Q 10 $529970 $819785 $1608375 $4250098 $1730415
4th Q 09 $554568 $772525 $1583362 $4574080 $1732362
Average Sale Price Median Sale Price
$1600000
$1400000
$1200000
$1000000
$800000
$400000
$600000
$1369883 $820000
1Q10
$1324504 $800000
4Q09
$1432787 $840000
4Q10
$1423378 $890000
3Q10
$1377135 $842779
2Q10
Fourth Quarter 2010 3
New Developments Lofts
Time on the Market
Excludes new developments and units listed over one year Based on the last asking price Excludes new developments
Average Price Per Square Foot
New development prices averaged $1099 per square foot 11 less than during the fourth quarter of 2009 This was due in part to an increase in the percent of new development sales in Northern Manhattan from 9 a year ago to 15 At $1052 the average price per square foot for loft apartments was 3 higher than during 2009rsquos fourth quarter
Apartments sold during the quarter spent an average of 113 days on the market 14 less time than a year ago Sellers received 955 of the last asking price up slightly from the fourth quarter of 2009
Asking Vs Selling Price
$700
$900
$1100
$1300 $1099
4Q10
$1238
4Q09
$1146
1Q10 2Q10
$1176
$700
$900
$1100
$1300 $1052
4Q10
$1017
4Q09
$1037
1Q10
$1066
2Q10
$1112
3Q10
$1077
3Q10
75 days
100 days
125 days
150 days 113
4Q10
132
4Q09
119
1Q10
112
2Q10
85
90
95
100 955
4Q10
954
4Q09
962
1Q10
97
3Q10
959
3Q10
966
2Q10
Generally 59th to 96th Street Fifth Avenue to the East River
Cooperative Condominium
East sidE
4 Fourth Quarter 2010
Average Price Per Square Foot
At an average of $1581971 prices for two-bedroom East Side
apartments were 14 higher than a year ago The average price fell
13 for three-bedroom and larger apartments due in part to 2 closings
of over $30 million a year ago inflating that figure Co-ops fared better than condos as the average
price per room rose for both prewar and postwar co-ops over the past year
while the average condo price per square foot fell
Average Price Per Room
4Q09 4Q10
Studio 1-Bedroom 2-Bedroom 3+Bedroom
Percent of Sales
4th Q 09 10 35 36 19
4th Q 10 11 39 28 22
Average Price
4th Q 09 $351462 $647300 $1383364 $4146087
4th Q 10 $355459 $647207 $1581971 $3605513
Change 1 0 14 -13
$100000
$300000
$150000
$200000
$250000
$350000
$400000
$50000
$200
$1000
$400
$600
$800
$1200
$1400
$0
Postwar
$204713 $210559
Prewar
$348425 $383335
4Q10
$1126
4Q09
$1168
Generally 59th to 110th Street Hudson River to West of Fifth Avenue
WEst sidE
Fourth Quarter 2010 5
Cooperative CondominiumAverage Price Per Room Average Price Per Square Foot
With the exception of studios prices rose for all other size categories of apartments on
the West Side led by a 21 gain in the average price for
three-bedroom and larger units This increase was helped by
535 West End Avenue whose three-bedroom closing prices averaged over $115 million
in the fourth quarter Co-ops remained strong as the average
price per room rose 21 for prewar and 12 for postwar co-ops on the West Side The average condo price per square
foot rose 3 to $1309 making the West Side the only
area where both co-op and condo prices were higher
than a year ago
4Q09 4Q10
Studio 1-Bedroom 2-Bedroom 3+Bedroom
Percent of Sales
4th Q 09 10 37 37 16
4th Q 10 8 33 38 21
Average Price
4th Q 09 $417466 $656421 $1326640 $3325062
4th Q 10 $391228 $766529 $1378920 $4030338
Change -6 17 4 21
$125000
$225000
$150000
$175000
$200000
$250000
$275000
$100000
$200
$1000
$400
$600
$800
$1200
$1400
$0
4Q09
$1267
4Q10
$1309
Prewar
$215967 $260653
Postwar
$189264 $212348
MidtoWn East Generally 34th to 59th Street Fifth Avenue to the East River
MidtoWn
MidtoWn WEst Generally 34th to 59th Street Hudson River to West of Fifth Avenue
6 Fourth Quarter 2010
Cooperative Condominium
Cooperative Condominium
Average Price Per Room Average Price Per Square Foot
Average Price Per Room Average Price Per Square Foot
A couple of high-end closings at The Plaza and One Beacon Court helped bring the average condo price per square foot 27 higher in the Midtown East market compared
to a year ago The average price per room fell 5 for prewar while rising
8 for postwar co-ops
The average price per square foot rose 12 for condos over the
past year in the Midtown West market A number of closings at The Sheffield and Platinum
helped bring up this figure The average price per room fell for
both prewar and postwar co-ops in this market compared
to a year ago
$175000
$100000
$125000
$150000
$200000
$225000
$1000
$250
$500
$750
$1250
$1500
4Q09 4Q10
$212198 $200857
Prewar
$188662 $204639
Postwar
$1171
4Q09
$1485
4Q10
$252044 $199029 $231213 $221850 $1180$1055
4Q10Prewar Postwar 4Q09
$1000
$250
$500
$750
$1250
$1500
4Q09 4Q10
$200000
$50000
$100000
$150000
$250000
$300000
Cooperative Condominium
Fourth Quarter 2010 7
Average Price Per Room Average Price Per Square Foot
South of 34th Street
doWntoWn
While the average price fell 23 for three-bedroom and
larger apartments Downtown from a year ago a large
number of closings at the Superior Ink building inflated 2009rsquos figure This also is a reason why the overall condo
price per square foot fell 10 from a year ago The average
co-op price per room rose 13 for prewar and 4 for
postwar units from 2009rsquos fourth quarter
4Q09 4Q10
Studio 1-Bedroom 2-Bedroom 3+Bedroom
Percent of Sales
4th Q 09 17 43 28 12
4th Q 10 16 41 31 12
Average Price
4th Q 09 $452722 $704292 $1615877 $4665379
4th Q 10 $444618 $741919 $1581625 $3605513
Change -2 5 -2 -23
Prewar
$208503 $235826
Postwar
$188600 $195854
$100000
$200000
$125000
$150000
$175000
$225000
$250000
$75000
$800
$1200
$900
$1000
$1100
$1300
$1400
$700
4Q09
$1326
4Q10
$1194
Cooperative CondominiumAverage Price Per Room Average Price Per Square Foot
Generally North of 96th Street on the East Side and 110th Street on the West Side
NEW YORK CITY bull PALM BEACH bull THE HAMPTONS bull NORTH FORK 2129069200
EAST SIDE445 Park AvenueHall F Willkie PresidentRuth McCoy EVPManaging Director of Sales
UPPER EAST SIDE1121 Madison AvenuePeter R Marra EVPManaging Director of Sales
EDWARD LEE CAVE DIVISION790 Madison AvenueCaroline E Y GuthriePresident
WEST SIDE1926 BroadwayJames M Gricar EVP Managing Director of Sales
BROOKLYN HEIGHTS129 Montague StreetChristopher Thomas EVPManaging Director of Sales
PARK SLOPE100 Seventh AvenueMaryAnn Albano EVPManaging Director of Sales
NEW DEVELOPMENT445 Park Avenue James M GricarManaging DirectorBrown Harris Stevens On-Site Marketing and Sales
Prepared by Gregory Heym Chief Economist Brown Harris Stevenscopy2010 by Brown Harris Stevens All Rights Reserved This information may not be copied used or distributed without Brown Harris Stevensrsquo consent While information is believed true no guaranty is made of accuracy
While the average price fell for three-bedroom and larger apartments it was higher for
all other size categories in Northern Manhattan Condo
prices rose slightly as their average price per square foot of $566 was up 1 from a
year ago The average price per room fell for both prewar and
postwar co-ops compared to a year ago
This report is based on 1901 reported Manhattan apartment sales 25 less than were reported during last yearrsquos comparable period
VILLAGE2 Fifth AvenueKevin Kovesci EVPManaging Director of Sales
TRIBECA43 North MooreKevin Kovesci EVPManaging Director of Sales
northErn Manhattan
Studio 1-Bedroom 2-Bedroom 3+Bedroom
Percent of Sales
4th Q 09 6 35 43 16
4th Q 10 8 38 38 16
Average Price
4th Q 09 $227611 $352759 $567332 $1101778
4th Q 10 $319798 $394509 $577071 $710832
Change 41 12 2 -35
$100
$500
$200
$300
$400
$600
$700
$0
4Q09 4Q10
4Q09
$563
4Q10
$566
$70000
$110000
$80000
$90000
$100000
$120000
$130000
$60000
Prewar
$120601 $97757
Postwar
$110104 $106330
Faculty Biographies
REAL PROPERTY SECTION gt Officer Bio
Chair Leo Genn Esq
Office Address Northside Center for Child Development 1301 Fifth Ave New York NY 10029-3119
Phone 212-426-3406 Fax 212-410-7561 Email lgenn_esqyahoocom
After working briefly as a litigator Mr Genn became House Counsel at NorthsideCenter for Child Development a Manhattan-based not for profit where he handles contract negotiations commercial leasing property management and insurance issues Mr Genn also writes government grants Before law school Mr Genn spent eight years managing commercial and residential real estate in New York City Mr Genn has also worked for New York Citys Office of Economic Development In March 2002 Mr Genns article on the notice requirements in foreclosure proceedings appeared on thecover of the New York Real Estate Law Reporter Mr Gennrsquos favorite law quote is Oliver Wendell Holmes remark A word is not a crystal transparent and unchanged it isthe skin of a living thought and may vary greatly in color and content according to thecircumstances and time in which it is used Mr Gennrsquos favorite case is Raffles v
ichelhaus and his favorite legal fiction is promissory estoppel W
Paul M Giddins Partner
Giddins Claman LLP Paul M Giddins is a partner at Giddins Claman LLP a law firm in New York City Mr Giddins received a Bachelor of Arts degree from Trinity College- Hartford and a law degree from American University Washington School of Law
LISA LIPPMAN | Senior Vice President Director | Licensed Associate Real Estate Broker
printer friendly page
1926 Broadway New York NY 10023 Tel (212) 588-5606 Fax (212) 418-9733 llippmanbhsusacom download contact info view current listings view sold listings
FEATURED PROPERTY - UPPER EAST SIDE
2COOPERATIVE
25 EAST 79TH STREET
rice $1299000
isting ID 1127158
PBedrooms 2 Baths 20 L
Lisa Lippman Senior Vice President and Director was the 1 broker at Brown Harris Stevens in 2009 With 13 years of experience selling real estate Lisa specializes in the sale of high end cooperatives condominiums and townhomes throughout Manhattan As is clear from her record even in tough times Lisa manages to both sell and find homes for her clients Other awards Lisa has won in the last few years include middotWall Street Journal top 400-Lisa was 11 in the nation and 2 in Manhattan 2009 middotWall Street Journal top 50 brokers in America 2007 middotBrown Harris Stevens Westside Office Broker of the Year All Years 2006 - 2009 middotBrown Harris Stevens Westside Office Listing Broker of the Year 2007 2008 2009 middotBrown Harris Stevens Largest New Development Deal of the Year 2009 Prior to becoming a real estate broker Lisa spent several years as a lawyer practicing litigation at two prestigious law firms She graduated from The University of Pennsylvania in 1986 and earned her law degree from Cardozo in 1990 Lisas legal background affords her a keen understanding of the negotiation process as well as the complexities needed to complete the deal A New York City resident for 24 years Lisa offers impeccable knowledge of the market as it applies across all neighborhoods She has lived downtown on the Upper East Side and has now resided on the Upper West Side for the past 14 years Additionally as the mother of three children Lisa is personally involved in the decisions all buyers face in choosing a neighborhood and a home Lisa takes pride in being a straight-forward intelligent and honest broker She understands the individual needs of each client as well as their comfort with the purchase andor sale process Her listening talents combined with her unbeatable memory work ethic and negotiation skills allow her to service her buyers and sellers most effectively Lisa is also active in the New York community including the UJA and her childrens school All of this enables her to offer a well-rounded approach to navigating the New York real estate landscape bringing to life the nuances and charms that the City and its real estate market have to offer
- 16 -
Agreed to as to para 16 ________________________________
Giddins Claman LLP Escrowee
Escrow Depository
Address
SCHEDULE A - Permitted Exceptions
1 Zoning laws and regulations and landmark historic or wetlands designation
which are not violated by the Unit and which are not violated by the Common Elements
to the extent that access to or use of the Unit would be materially and adversely affected
2 Consents for the erection of any structure or structures on under or above any
street or streets on which the Building may abut
3 The terms burdens covenants restrictions conditions easements and rules
and regulations set forth in the Declaration By-Laws and rules and regulations of the
Condominium the Power of Attorney from Purchaser to the board of managers of the
Condominium and the floor plans of the Condominium all as may be amended from time
to time
4 Rights of utility companies to lay maintain install and repair pipes lines
poles conduits cable boxes and related equipment on over and under the Building and
Common Elements provided that none of such rights imposes any monetary obligation
on the owner of the Unit or materially interferes with the use of or access to the Unit
5 Encroachments of stoops areas cellar steps trim cornices lintels window
sills awnings canopies ledges fences hedges coping and retaining walls projecting
from the Building over any street or highway or over any adjoining property and
encroachments of similar elements projecting from adjoining property over the Common
Elements
6 Any state of facts which an accurate survey or personal inspection of the
Building Common Elements or Unit would disclose provided that such facts do not
prevent the use of the Unit for dwelling purposes For the purposes of this Contract none
of the facts shown on the survey if any identified below shall be deemed to prevent the
use of the Unit for dwelling purposes and Purchaser shall accept title subject thereto
- 17 -
The survey referred to in No 6 above was prepared by
___________________________ dated _____________________ and last revised
____________________
7 The lien of any unpaid common charge real estate tax water charge sewer
rent or vault charge provided the same are paid or apportioned at the Closing as herein
provided
8 The lien of any unpaid assessments to the extent of installments thereof
payable after the Closing
9 Liens encumbrances and title conditions affecting the Common Elements
which do not materially and adversely affect the right of the Unit owner to use and enjoy
the Common Elements
10 Notes or notices of violations of law or governmental orders ordinances or
requirements (a) affecting the Unit and noted or issued subsequent to the date of this
Contract by any governmental department agency or bureau having jurisdiction and (b)
any such notes or notices affecting only the Common Elements which were noted or
issued prior to or on the date of this Contract or at any time hereafter
11 Any other matters or encumbrances subject to which Purchaser is required to
accept title to the Unit pursuant to this Contract
ABOUT THE SPEAKERS
Lisa Lippman Senior Vice President and Director was the 1 broker at Brown Harris Stevens in 2009 With 13 years of experience selling real estate Lisa specializes in the sale of high end cooperatives condominiums and townhomes throughout Manhattan As is clear from her record even in tough times Lisa manages to both sell and find homes for her clients
Other awards Lisa has won in the last few years include
middotWall Street Journal top 400-Lisa was 11 in the nation and 2 in Manhattan 2009middotWall Street Journal top 50 brokers in America 2007middotBrown Harris Stevens Westside Office Broker of the Year All Years 2006 - 2009 middotBrown Harris Stevens Westside Office Listing Broker of the Year 2007 2008 2009middotBrown Harris Stevens Largest New Development Deal of the Year 2009
Prior to becoming a real estate broker Lisa spent several years as a lawyer practicing litigation at two prestigious law firms She graduated from The University of Pennsylvania in 1986 and earned her law degree from Cardozo in 1990 Lisarsquos legal background affords her a keen understanding of the negotiation process as well as the complexities needed to complete the deal
A New York City resident for 24 years Lisa offers impeccable knowledge of the market as it applies across all neighborhoods She has lived downtown on the Upper East Side and has now resided on the Upper West Side for the past 14 years Additionally as the mother of three children Lisa is personally involved in the decisions all buyers face in choosing a neighborhood and a home
Lisa takes pride in being a straight-forward intelligent and honest broker She understands the individual needs of each client as well as their comfort with the purchase andor sale process Her listening talents combined with her unbeatable memory work ethic and negotiation skills allow her to service her buyers and sellers most effectively Lisa is also active in the New York community including the UJA and her childrenrsquos school All of this enables her to offer a well-rounded approach to navigating the New York real estate landscape bringing to life the nuances and charms that the City and its real estate market have to offer
LISA LIPPMANSenior Vice PresidentDirector
Lisa Lippman bull 212- 588-5606 bull fax 212-418-9733 bull llippmanbhsusacom
GIDDINS bull CLAMAN LLP
Attorneys at Law
675 THIRD AVENUE
29TH
FLOOR
NEW YORK NEW YORK 10017
(212)573-6703
FAX (212)949-1923 Paul M Giddins
Scott Claman
Giddins Claman LLP ndash Firm Biography
Giddins Claman LLP (formerly Giddins Claman amp Langs LLP) was
established in 1988 by Paul M Giddins formerly an Assistant District Attorney in
the New York County District Attorneyrsquos Office For over 20 years the firm has
specialized in real estate matters in the New York City metropolitan area with an
active transactional real estate practice Mr Giddins has specialized in residential
real estate during that time In addition to purchase sale and refinance transactions
Mr Giddins represents cooperative apartment boards of directors and condominium
boards of managers Mr Giddins also regularly gives lectures and seminars on real
estate matters for many of the prominent real estate brokerage firms in New York
Scott Claman has been in the practice of law in New York for over 26 years
and joined the firm as a member in 1996 having previously been a partner at a law
firm that specialized in the representation of cooperative apartment boards of
directors and condominium boards of managers Mr Claman is regularly engaged
in a variety of transactional real estate matters ranging from commercial leasing
mortgage financing and asset dispositions to individual apartment and house sales
In addition to individual and institutional owners of residential and commercial real
estate Mr Claman also represents cooperative apartment boards of directors and
condominium boards of managers and has given numerous lectures and seminars
on real estate matters for the Real Estate Board of New York and for many of the
prominent real estate brokerage firms in New York
Steven M Nachman serves as Of Counsel to the firm in connection with
commercial and general litigation matters Mr Nachman formerly associated with
the firm of Stroock amp Stroock amp Lavan has over 20 years of civil litigation
experience
Giddins Claman LLP is proud to provide our clients with the benefits of our
collective experience as seasoned litigators and transactional real estate specialists
while maintaining our personal commitment to represent our clients in a manner
associated with a smaller practice
ManhattanResidential Market Report
Fourth Quarter 2010
Manhattan Cooperatives and Condominiums
2 Fourth Quarter 2010
Average and Median Sale Price
Cooperative Average Sale Price
Condominium Average Sale Price
Cover Property BrownHarrisStevenscom WEB272151
Average Sale Price Median Sale Price
Prices for Manhattan apartments continued to edge upward
as their average sale price of $1432787 was 8 higher
than a year ago This marked the sixth straight quarter that
the average price has risen While the number of recorded
transactions fell 25 from a year ago the fourth quarter of 2009
was uncharacteristically busy due to pent-up demand after the
collapse of Lehman Brothers had frozen the market earlier that year
The average co-op price continued to rise sharply as
more buyers favored larger apartments compared to a year ago Two-bedroom and larger
units accounted for 45 of co-op sales up from 40 a year ago This helped push
the overall average co-op price up 17 from 2009rsquos fourth
quarter to $1158333
Condo prices averaged $1751219 during the fourth
quarter 1 higher than a year ago One-bedrooms posted the
biggest increase in average price rising 9 over the past year
to $844964
Studio 1-Bedroom 2-Bedroom 3+Bedroom All
4th Q 10 $342545 $593718 $1231116 $3150700 $1158333
3rd Q 10 $366086 $606444 $1206257 $3049980 $1156733
2nd Q 10 $356696 $597311 $1301392 $2872496 $1065814
1st Q 10 $334307 $587538 $1132150 $3098881 $1079195
4th Q 09 $345725 $585238 $1133967 $3001012 $990921
Studio 1-Bedroom 2-Bedroom 3+Bedroom All
4th Q 10 $495002 $844964 $1637638 $4567750 $1751219
3rd Q 10 $495876 $809514 $1596021 $3835376 $1724180
2nd Q 10 $464559 $840829 $1570772 $3922994 $1686690
1st Q 10 $529970 $819785 $1608375 $4250098 $1730415
4th Q 09 $554568 $772525 $1583362 $4574080 $1732362
Average Sale Price Median Sale Price
$1600000
$1400000
$1200000
$1000000
$800000
$400000
$600000
$1369883 $820000
1Q10
$1324504 $800000
4Q09
$1432787 $840000
4Q10
$1423378 $890000
3Q10
$1377135 $842779
2Q10
Fourth Quarter 2010 3
New Developments Lofts
Time on the Market
Excludes new developments and units listed over one year Based on the last asking price Excludes new developments
Average Price Per Square Foot
New development prices averaged $1099 per square foot 11 less than during the fourth quarter of 2009 This was due in part to an increase in the percent of new development sales in Northern Manhattan from 9 a year ago to 15 At $1052 the average price per square foot for loft apartments was 3 higher than during 2009rsquos fourth quarter
Apartments sold during the quarter spent an average of 113 days on the market 14 less time than a year ago Sellers received 955 of the last asking price up slightly from the fourth quarter of 2009
Asking Vs Selling Price
$700
$900
$1100
$1300 $1099
4Q10
$1238
4Q09
$1146
1Q10 2Q10
$1176
$700
$900
$1100
$1300 $1052
4Q10
$1017
4Q09
$1037
1Q10
$1066
2Q10
$1112
3Q10
$1077
3Q10
75 days
100 days
125 days
150 days 113
4Q10
132
4Q09
119
1Q10
112
2Q10
85
90
95
100 955
4Q10
954
4Q09
962
1Q10
97
3Q10
959
3Q10
966
2Q10
Generally 59th to 96th Street Fifth Avenue to the East River
Cooperative Condominium
East sidE
4 Fourth Quarter 2010
Average Price Per Square Foot
At an average of $1581971 prices for two-bedroom East Side
apartments were 14 higher than a year ago The average price fell
13 for three-bedroom and larger apartments due in part to 2 closings
of over $30 million a year ago inflating that figure Co-ops fared better than condos as the average
price per room rose for both prewar and postwar co-ops over the past year
while the average condo price per square foot fell
Average Price Per Room
4Q09 4Q10
Studio 1-Bedroom 2-Bedroom 3+Bedroom
Percent of Sales
4th Q 09 10 35 36 19
4th Q 10 11 39 28 22
Average Price
4th Q 09 $351462 $647300 $1383364 $4146087
4th Q 10 $355459 $647207 $1581971 $3605513
Change 1 0 14 -13
$100000
$300000
$150000
$200000
$250000
$350000
$400000
$50000
$200
$1000
$400
$600
$800
$1200
$1400
$0
Postwar
$204713 $210559
Prewar
$348425 $383335
4Q10
$1126
4Q09
$1168
Generally 59th to 110th Street Hudson River to West of Fifth Avenue
WEst sidE
Fourth Quarter 2010 5
Cooperative CondominiumAverage Price Per Room Average Price Per Square Foot
With the exception of studios prices rose for all other size categories of apartments on
the West Side led by a 21 gain in the average price for
three-bedroom and larger units This increase was helped by
535 West End Avenue whose three-bedroom closing prices averaged over $115 million
in the fourth quarter Co-ops remained strong as the average
price per room rose 21 for prewar and 12 for postwar co-ops on the West Side The average condo price per square
foot rose 3 to $1309 making the West Side the only
area where both co-op and condo prices were higher
than a year ago
4Q09 4Q10
Studio 1-Bedroom 2-Bedroom 3+Bedroom
Percent of Sales
4th Q 09 10 37 37 16
4th Q 10 8 33 38 21
Average Price
4th Q 09 $417466 $656421 $1326640 $3325062
4th Q 10 $391228 $766529 $1378920 $4030338
Change -6 17 4 21
$125000
$225000
$150000
$175000
$200000
$250000
$275000
$100000
$200
$1000
$400
$600
$800
$1200
$1400
$0
4Q09
$1267
4Q10
$1309
Prewar
$215967 $260653
Postwar
$189264 $212348
MidtoWn East Generally 34th to 59th Street Fifth Avenue to the East River
MidtoWn
MidtoWn WEst Generally 34th to 59th Street Hudson River to West of Fifth Avenue
6 Fourth Quarter 2010
Cooperative Condominium
Cooperative Condominium
Average Price Per Room Average Price Per Square Foot
Average Price Per Room Average Price Per Square Foot
A couple of high-end closings at The Plaza and One Beacon Court helped bring the average condo price per square foot 27 higher in the Midtown East market compared
to a year ago The average price per room fell 5 for prewar while rising
8 for postwar co-ops
The average price per square foot rose 12 for condos over the
past year in the Midtown West market A number of closings at The Sheffield and Platinum
helped bring up this figure The average price per room fell for
both prewar and postwar co-ops in this market compared
to a year ago
$175000
$100000
$125000
$150000
$200000
$225000
$1000
$250
$500
$750
$1250
$1500
4Q09 4Q10
$212198 $200857
Prewar
$188662 $204639
Postwar
$1171
4Q09
$1485
4Q10
$252044 $199029 $231213 $221850 $1180$1055
4Q10Prewar Postwar 4Q09
$1000
$250
$500
$750
$1250
$1500
4Q09 4Q10
$200000
$50000
$100000
$150000
$250000
$300000
Cooperative Condominium
Fourth Quarter 2010 7
Average Price Per Room Average Price Per Square Foot
South of 34th Street
doWntoWn
While the average price fell 23 for three-bedroom and
larger apartments Downtown from a year ago a large
number of closings at the Superior Ink building inflated 2009rsquos figure This also is a reason why the overall condo
price per square foot fell 10 from a year ago The average
co-op price per room rose 13 for prewar and 4 for
postwar units from 2009rsquos fourth quarter
4Q09 4Q10
Studio 1-Bedroom 2-Bedroom 3+Bedroom
Percent of Sales
4th Q 09 17 43 28 12
4th Q 10 16 41 31 12
Average Price
4th Q 09 $452722 $704292 $1615877 $4665379
4th Q 10 $444618 $741919 $1581625 $3605513
Change -2 5 -2 -23
Prewar
$208503 $235826
Postwar
$188600 $195854
$100000
$200000
$125000
$150000
$175000
$225000
$250000
$75000
$800
$1200
$900
$1000
$1100
$1300
$1400
$700
4Q09
$1326
4Q10
$1194
Cooperative CondominiumAverage Price Per Room Average Price Per Square Foot
Generally North of 96th Street on the East Side and 110th Street on the West Side
NEW YORK CITY bull PALM BEACH bull THE HAMPTONS bull NORTH FORK 2129069200
EAST SIDE445 Park AvenueHall F Willkie PresidentRuth McCoy EVPManaging Director of Sales
UPPER EAST SIDE1121 Madison AvenuePeter R Marra EVPManaging Director of Sales
EDWARD LEE CAVE DIVISION790 Madison AvenueCaroline E Y GuthriePresident
WEST SIDE1926 BroadwayJames M Gricar EVP Managing Director of Sales
BROOKLYN HEIGHTS129 Montague StreetChristopher Thomas EVPManaging Director of Sales
PARK SLOPE100 Seventh AvenueMaryAnn Albano EVPManaging Director of Sales
NEW DEVELOPMENT445 Park Avenue James M GricarManaging DirectorBrown Harris Stevens On-Site Marketing and Sales
Prepared by Gregory Heym Chief Economist Brown Harris Stevenscopy2010 by Brown Harris Stevens All Rights Reserved This information may not be copied used or distributed without Brown Harris Stevensrsquo consent While information is believed true no guaranty is made of accuracy
While the average price fell for three-bedroom and larger apartments it was higher for
all other size categories in Northern Manhattan Condo
prices rose slightly as their average price per square foot of $566 was up 1 from a
year ago The average price per room fell for both prewar and
postwar co-ops compared to a year ago
This report is based on 1901 reported Manhattan apartment sales 25 less than were reported during last yearrsquos comparable period
VILLAGE2 Fifth AvenueKevin Kovesci EVPManaging Director of Sales
TRIBECA43 North MooreKevin Kovesci EVPManaging Director of Sales
northErn Manhattan
Studio 1-Bedroom 2-Bedroom 3+Bedroom
Percent of Sales
4th Q 09 6 35 43 16
4th Q 10 8 38 38 16
Average Price
4th Q 09 $227611 $352759 $567332 $1101778
4th Q 10 $319798 $394509 $577071 $710832
Change 41 12 2 -35
$100
$500
$200
$300
$400
$600
$700
$0
4Q09 4Q10
4Q09
$563
4Q10
$566
$70000
$110000
$80000
$90000
$100000
$120000
$130000
$60000
Prewar
$120601 $97757
Postwar
$110104 $106330
Faculty Biographies
REAL PROPERTY SECTION gt Officer Bio
Chair Leo Genn Esq
Office Address Northside Center for Child Development 1301 Fifth Ave New York NY 10029-3119
Phone 212-426-3406 Fax 212-410-7561 Email lgenn_esqyahoocom
After working briefly as a litigator Mr Genn became House Counsel at NorthsideCenter for Child Development a Manhattan-based not for profit where he handles contract negotiations commercial leasing property management and insurance issues Mr Genn also writes government grants Before law school Mr Genn spent eight years managing commercial and residential real estate in New York City Mr Genn has also worked for New York Citys Office of Economic Development In March 2002 Mr Genns article on the notice requirements in foreclosure proceedings appeared on thecover of the New York Real Estate Law Reporter Mr Gennrsquos favorite law quote is Oliver Wendell Holmes remark A word is not a crystal transparent and unchanged it isthe skin of a living thought and may vary greatly in color and content according to thecircumstances and time in which it is used Mr Gennrsquos favorite case is Raffles v
ichelhaus and his favorite legal fiction is promissory estoppel W
Paul M Giddins Partner
Giddins Claman LLP Paul M Giddins is a partner at Giddins Claman LLP a law firm in New York City Mr Giddins received a Bachelor of Arts degree from Trinity College- Hartford and a law degree from American University Washington School of Law
LISA LIPPMAN | Senior Vice President Director | Licensed Associate Real Estate Broker
printer friendly page
1926 Broadway New York NY 10023 Tel (212) 588-5606 Fax (212) 418-9733 llippmanbhsusacom download contact info view current listings view sold listings
FEATURED PROPERTY - UPPER EAST SIDE
2COOPERATIVE
25 EAST 79TH STREET
rice $1299000
isting ID 1127158
PBedrooms 2 Baths 20 L
Lisa Lippman Senior Vice President and Director was the 1 broker at Brown Harris Stevens in 2009 With 13 years of experience selling real estate Lisa specializes in the sale of high end cooperatives condominiums and townhomes throughout Manhattan As is clear from her record even in tough times Lisa manages to both sell and find homes for her clients Other awards Lisa has won in the last few years include middotWall Street Journal top 400-Lisa was 11 in the nation and 2 in Manhattan 2009 middotWall Street Journal top 50 brokers in America 2007 middotBrown Harris Stevens Westside Office Broker of the Year All Years 2006 - 2009 middotBrown Harris Stevens Westside Office Listing Broker of the Year 2007 2008 2009 middotBrown Harris Stevens Largest New Development Deal of the Year 2009 Prior to becoming a real estate broker Lisa spent several years as a lawyer practicing litigation at two prestigious law firms She graduated from The University of Pennsylvania in 1986 and earned her law degree from Cardozo in 1990 Lisas legal background affords her a keen understanding of the negotiation process as well as the complexities needed to complete the deal A New York City resident for 24 years Lisa offers impeccable knowledge of the market as it applies across all neighborhoods She has lived downtown on the Upper East Side and has now resided on the Upper West Side for the past 14 years Additionally as the mother of three children Lisa is personally involved in the decisions all buyers face in choosing a neighborhood and a home Lisa takes pride in being a straight-forward intelligent and honest broker She understands the individual needs of each client as well as their comfort with the purchase andor sale process Her listening talents combined with her unbeatable memory work ethic and negotiation skills allow her to service her buyers and sellers most effectively Lisa is also active in the New York community including the UJA and her childrens school All of this enables her to offer a well-rounded approach to navigating the New York real estate landscape bringing to life the nuances and charms that the City and its real estate market have to offer
- 17 -
The survey referred to in No 6 above was prepared by
___________________________ dated _____________________ and last revised
____________________
7 The lien of any unpaid common charge real estate tax water charge sewer
rent or vault charge provided the same are paid or apportioned at the Closing as herein
provided
8 The lien of any unpaid assessments to the extent of installments thereof
payable after the Closing
9 Liens encumbrances and title conditions affecting the Common Elements
which do not materially and adversely affect the right of the Unit owner to use and enjoy
the Common Elements
10 Notes or notices of violations of law or governmental orders ordinances or
requirements (a) affecting the Unit and noted or issued subsequent to the date of this
Contract by any governmental department agency or bureau having jurisdiction and (b)
any such notes or notices affecting only the Common Elements which were noted or
issued prior to or on the date of this Contract or at any time hereafter
11 Any other matters or encumbrances subject to which Purchaser is required to
accept title to the Unit pursuant to this Contract
ABOUT THE SPEAKERS
Lisa Lippman Senior Vice President and Director was the 1 broker at Brown Harris Stevens in 2009 With 13 years of experience selling real estate Lisa specializes in the sale of high end cooperatives condominiums and townhomes throughout Manhattan As is clear from her record even in tough times Lisa manages to both sell and find homes for her clients
Other awards Lisa has won in the last few years include
middotWall Street Journal top 400-Lisa was 11 in the nation and 2 in Manhattan 2009middotWall Street Journal top 50 brokers in America 2007middotBrown Harris Stevens Westside Office Broker of the Year All Years 2006 - 2009 middotBrown Harris Stevens Westside Office Listing Broker of the Year 2007 2008 2009middotBrown Harris Stevens Largest New Development Deal of the Year 2009
Prior to becoming a real estate broker Lisa spent several years as a lawyer practicing litigation at two prestigious law firms She graduated from The University of Pennsylvania in 1986 and earned her law degree from Cardozo in 1990 Lisarsquos legal background affords her a keen understanding of the negotiation process as well as the complexities needed to complete the deal
A New York City resident for 24 years Lisa offers impeccable knowledge of the market as it applies across all neighborhoods She has lived downtown on the Upper East Side and has now resided on the Upper West Side for the past 14 years Additionally as the mother of three children Lisa is personally involved in the decisions all buyers face in choosing a neighborhood and a home
Lisa takes pride in being a straight-forward intelligent and honest broker She understands the individual needs of each client as well as their comfort with the purchase andor sale process Her listening talents combined with her unbeatable memory work ethic and negotiation skills allow her to service her buyers and sellers most effectively Lisa is also active in the New York community including the UJA and her childrenrsquos school All of this enables her to offer a well-rounded approach to navigating the New York real estate landscape bringing to life the nuances and charms that the City and its real estate market have to offer
LISA LIPPMANSenior Vice PresidentDirector
Lisa Lippman bull 212- 588-5606 bull fax 212-418-9733 bull llippmanbhsusacom
GIDDINS bull CLAMAN LLP
Attorneys at Law
675 THIRD AVENUE
29TH
FLOOR
NEW YORK NEW YORK 10017
(212)573-6703
FAX (212)949-1923 Paul M Giddins
Scott Claman
Giddins Claman LLP ndash Firm Biography
Giddins Claman LLP (formerly Giddins Claman amp Langs LLP) was
established in 1988 by Paul M Giddins formerly an Assistant District Attorney in
the New York County District Attorneyrsquos Office For over 20 years the firm has
specialized in real estate matters in the New York City metropolitan area with an
active transactional real estate practice Mr Giddins has specialized in residential
real estate during that time In addition to purchase sale and refinance transactions
Mr Giddins represents cooperative apartment boards of directors and condominium
boards of managers Mr Giddins also regularly gives lectures and seminars on real
estate matters for many of the prominent real estate brokerage firms in New York
Scott Claman has been in the practice of law in New York for over 26 years
and joined the firm as a member in 1996 having previously been a partner at a law
firm that specialized in the representation of cooperative apartment boards of
directors and condominium boards of managers Mr Claman is regularly engaged
in a variety of transactional real estate matters ranging from commercial leasing
mortgage financing and asset dispositions to individual apartment and house sales
In addition to individual and institutional owners of residential and commercial real
estate Mr Claman also represents cooperative apartment boards of directors and
condominium boards of managers and has given numerous lectures and seminars
on real estate matters for the Real Estate Board of New York and for many of the
prominent real estate brokerage firms in New York
Steven M Nachman serves as Of Counsel to the firm in connection with
commercial and general litigation matters Mr Nachman formerly associated with
the firm of Stroock amp Stroock amp Lavan has over 20 years of civil litigation
experience
Giddins Claman LLP is proud to provide our clients with the benefits of our
collective experience as seasoned litigators and transactional real estate specialists
while maintaining our personal commitment to represent our clients in a manner
associated with a smaller practice
ManhattanResidential Market Report
Fourth Quarter 2010
Manhattan Cooperatives and Condominiums
2 Fourth Quarter 2010
Average and Median Sale Price
Cooperative Average Sale Price
Condominium Average Sale Price
Cover Property BrownHarrisStevenscom WEB272151
Average Sale Price Median Sale Price
Prices for Manhattan apartments continued to edge upward
as their average sale price of $1432787 was 8 higher
than a year ago This marked the sixth straight quarter that
the average price has risen While the number of recorded
transactions fell 25 from a year ago the fourth quarter of 2009
was uncharacteristically busy due to pent-up demand after the
collapse of Lehman Brothers had frozen the market earlier that year
The average co-op price continued to rise sharply as
more buyers favored larger apartments compared to a year ago Two-bedroom and larger
units accounted for 45 of co-op sales up from 40 a year ago This helped push
the overall average co-op price up 17 from 2009rsquos fourth
quarter to $1158333
Condo prices averaged $1751219 during the fourth
quarter 1 higher than a year ago One-bedrooms posted the
biggest increase in average price rising 9 over the past year
to $844964
Studio 1-Bedroom 2-Bedroom 3+Bedroom All
4th Q 10 $342545 $593718 $1231116 $3150700 $1158333
3rd Q 10 $366086 $606444 $1206257 $3049980 $1156733
2nd Q 10 $356696 $597311 $1301392 $2872496 $1065814
1st Q 10 $334307 $587538 $1132150 $3098881 $1079195
4th Q 09 $345725 $585238 $1133967 $3001012 $990921
Studio 1-Bedroom 2-Bedroom 3+Bedroom All
4th Q 10 $495002 $844964 $1637638 $4567750 $1751219
3rd Q 10 $495876 $809514 $1596021 $3835376 $1724180
2nd Q 10 $464559 $840829 $1570772 $3922994 $1686690
1st Q 10 $529970 $819785 $1608375 $4250098 $1730415
4th Q 09 $554568 $772525 $1583362 $4574080 $1732362
Average Sale Price Median Sale Price
$1600000
$1400000
$1200000
$1000000
$800000
$400000
$600000
$1369883 $820000
1Q10
$1324504 $800000
4Q09
$1432787 $840000
4Q10
$1423378 $890000
3Q10
$1377135 $842779
2Q10
Fourth Quarter 2010 3
New Developments Lofts
Time on the Market
Excludes new developments and units listed over one year Based on the last asking price Excludes new developments
Average Price Per Square Foot
New development prices averaged $1099 per square foot 11 less than during the fourth quarter of 2009 This was due in part to an increase in the percent of new development sales in Northern Manhattan from 9 a year ago to 15 At $1052 the average price per square foot for loft apartments was 3 higher than during 2009rsquos fourth quarter
Apartments sold during the quarter spent an average of 113 days on the market 14 less time than a year ago Sellers received 955 of the last asking price up slightly from the fourth quarter of 2009
Asking Vs Selling Price
$700
$900
$1100
$1300 $1099
4Q10
$1238
4Q09
$1146
1Q10 2Q10
$1176
$700
$900
$1100
$1300 $1052
4Q10
$1017
4Q09
$1037
1Q10
$1066
2Q10
$1112
3Q10
$1077
3Q10
75 days
100 days
125 days
150 days 113
4Q10
132
4Q09
119
1Q10
112
2Q10
85
90
95
100 955
4Q10
954
4Q09
962
1Q10
97
3Q10
959
3Q10
966
2Q10
Generally 59th to 96th Street Fifth Avenue to the East River
Cooperative Condominium
East sidE
4 Fourth Quarter 2010
Average Price Per Square Foot
At an average of $1581971 prices for two-bedroom East Side
apartments were 14 higher than a year ago The average price fell
13 for three-bedroom and larger apartments due in part to 2 closings
of over $30 million a year ago inflating that figure Co-ops fared better than condos as the average
price per room rose for both prewar and postwar co-ops over the past year
while the average condo price per square foot fell
Average Price Per Room
4Q09 4Q10
Studio 1-Bedroom 2-Bedroom 3+Bedroom
Percent of Sales
4th Q 09 10 35 36 19
4th Q 10 11 39 28 22
Average Price
4th Q 09 $351462 $647300 $1383364 $4146087
4th Q 10 $355459 $647207 $1581971 $3605513
Change 1 0 14 -13
$100000
$300000
$150000
$200000
$250000
$350000
$400000
$50000
$200
$1000
$400
$600
$800
$1200
$1400
$0
Postwar
$204713 $210559
Prewar
$348425 $383335
4Q10
$1126
4Q09
$1168
Generally 59th to 110th Street Hudson River to West of Fifth Avenue
WEst sidE
Fourth Quarter 2010 5
Cooperative CondominiumAverage Price Per Room Average Price Per Square Foot
With the exception of studios prices rose for all other size categories of apartments on
the West Side led by a 21 gain in the average price for
three-bedroom and larger units This increase was helped by
535 West End Avenue whose three-bedroom closing prices averaged over $115 million
in the fourth quarter Co-ops remained strong as the average
price per room rose 21 for prewar and 12 for postwar co-ops on the West Side The average condo price per square
foot rose 3 to $1309 making the West Side the only
area where both co-op and condo prices were higher
than a year ago
4Q09 4Q10
Studio 1-Bedroom 2-Bedroom 3+Bedroom
Percent of Sales
4th Q 09 10 37 37 16
4th Q 10 8 33 38 21
Average Price
4th Q 09 $417466 $656421 $1326640 $3325062
4th Q 10 $391228 $766529 $1378920 $4030338
Change -6 17 4 21
$125000
$225000
$150000
$175000
$200000
$250000
$275000
$100000
$200
$1000
$400
$600
$800
$1200
$1400
$0
4Q09
$1267
4Q10
$1309
Prewar
$215967 $260653
Postwar
$189264 $212348
MidtoWn East Generally 34th to 59th Street Fifth Avenue to the East River
MidtoWn
MidtoWn WEst Generally 34th to 59th Street Hudson River to West of Fifth Avenue
6 Fourth Quarter 2010
Cooperative Condominium
Cooperative Condominium
Average Price Per Room Average Price Per Square Foot
Average Price Per Room Average Price Per Square Foot
A couple of high-end closings at The Plaza and One Beacon Court helped bring the average condo price per square foot 27 higher in the Midtown East market compared
to a year ago The average price per room fell 5 for prewar while rising
8 for postwar co-ops
The average price per square foot rose 12 for condos over the
past year in the Midtown West market A number of closings at The Sheffield and Platinum
helped bring up this figure The average price per room fell for
both prewar and postwar co-ops in this market compared
to a year ago
$175000
$100000
$125000
$150000
$200000
$225000
$1000
$250
$500
$750
$1250
$1500
4Q09 4Q10
$212198 $200857
Prewar
$188662 $204639
Postwar
$1171
4Q09
$1485
4Q10
$252044 $199029 $231213 $221850 $1180$1055
4Q10Prewar Postwar 4Q09
$1000
$250
$500
$750
$1250
$1500
4Q09 4Q10
$200000
$50000
$100000
$150000
$250000
$300000
Cooperative Condominium
Fourth Quarter 2010 7
Average Price Per Room Average Price Per Square Foot
South of 34th Street
doWntoWn
While the average price fell 23 for three-bedroom and
larger apartments Downtown from a year ago a large
number of closings at the Superior Ink building inflated 2009rsquos figure This also is a reason why the overall condo
price per square foot fell 10 from a year ago The average
co-op price per room rose 13 for prewar and 4 for
postwar units from 2009rsquos fourth quarter
4Q09 4Q10
Studio 1-Bedroom 2-Bedroom 3+Bedroom
Percent of Sales
4th Q 09 17 43 28 12
4th Q 10 16 41 31 12
Average Price
4th Q 09 $452722 $704292 $1615877 $4665379
4th Q 10 $444618 $741919 $1581625 $3605513
Change -2 5 -2 -23
Prewar
$208503 $235826
Postwar
$188600 $195854
$100000
$200000
$125000
$150000
$175000
$225000
$250000
$75000
$800
$1200
$900
$1000
$1100
$1300
$1400
$700
4Q09
$1326
4Q10
$1194
Cooperative CondominiumAverage Price Per Room Average Price Per Square Foot
Generally North of 96th Street on the East Side and 110th Street on the West Side
NEW YORK CITY bull PALM BEACH bull THE HAMPTONS bull NORTH FORK 2129069200
EAST SIDE445 Park AvenueHall F Willkie PresidentRuth McCoy EVPManaging Director of Sales
UPPER EAST SIDE1121 Madison AvenuePeter R Marra EVPManaging Director of Sales
EDWARD LEE CAVE DIVISION790 Madison AvenueCaroline E Y GuthriePresident
WEST SIDE1926 BroadwayJames M Gricar EVP Managing Director of Sales
BROOKLYN HEIGHTS129 Montague StreetChristopher Thomas EVPManaging Director of Sales
PARK SLOPE100 Seventh AvenueMaryAnn Albano EVPManaging Director of Sales
NEW DEVELOPMENT445 Park Avenue James M GricarManaging DirectorBrown Harris Stevens On-Site Marketing and Sales
Prepared by Gregory Heym Chief Economist Brown Harris Stevenscopy2010 by Brown Harris Stevens All Rights Reserved This information may not be copied used or distributed without Brown Harris Stevensrsquo consent While information is believed true no guaranty is made of accuracy
While the average price fell for three-bedroom and larger apartments it was higher for
all other size categories in Northern Manhattan Condo
prices rose slightly as their average price per square foot of $566 was up 1 from a
year ago The average price per room fell for both prewar and
postwar co-ops compared to a year ago
This report is based on 1901 reported Manhattan apartment sales 25 less than were reported during last yearrsquos comparable period
VILLAGE2 Fifth AvenueKevin Kovesci EVPManaging Director of Sales
TRIBECA43 North MooreKevin Kovesci EVPManaging Director of Sales
northErn Manhattan
Studio 1-Bedroom 2-Bedroom 3+Bedroom
Percent of Sales
4th Q 09 6 35 43 16
4th Q 10 8 38 38 16
Average Price
4th Q 09 $227611 $352759 $567332 $1101778
4th Q 10 $319798 $394509 $577071 $710832
Change 41 12 2 -35
$100
$500
$200
$300
$400
$600
$700
$0
4Q09 4Q10
4Q09
$563
4Q10
$566
$70000
$110000
$80000
$90000
$100000
$120000
$130000
$60000
Prewar
$120601 $97757
Postwar
$110104 $106330
Faculty Biographies
REAL PROPERTY SECTION gt Officer Bio
Chair Leo Genn Esq
Office Address Northside Center for Child Development 1301 Fifth Ave New York NY 10029-3119
Phone 212-426-3406 Fax 212-410-7561 Email lgenn_esqyahoocom
After working briefly as a litigator Mr Genn became House Counsel at NorthsideCenter for Child Development a Manhattan-based not for profit where he handles contract negotiations commercial leasing property management and insurance issues Mr Genn also writes government grants Before law school Mr Genn spent eight years managing commercial and residential real estate in New York City Mr Genn has also worked for New York Citys Office of Economic Development In March 2002 Mr Genns article on the notice requirements in foreclosure proceedings appeared on thecover of the New York Real Estate Law Reporter Mr Gennrsquos favorite law quote is Oliver Wendell Holmes remark A word is not a crystal transparent and unchanged it isthe skin of a living thought and may vary greatly in color and content according to thecircumstances and time in which it is used Mr Gennrsquos favorite case is Raffles v
ichelhaus and his favorite legal fiction is promissory estoppel W
Paul M Giddins Partner
Giddins Claman LLP Paul M Giddins is a partner at Giddins Claman LLP a law firm in New York City Mr Giddins received a Bachelor of Arts degree from Trinity College- Hartford and a law degree from American University Washington School of Law
LISA LIPPMAN | Senior Vice President Director | Licensed Associate Real Estate Broker
printer friendly page
1926 Broadway New York NY 10023 Tel (212) 588-5606 Fax (212) 418-9733 llippmanbhsusacom download contact info view current listings view sold listings
FEATURED PROPERTY - UPPER EAST SIDE
2COOPERATIVE
25 EAST 79TH STREET
rice $1299000
isting ID 1127158
PBedrooms 2 Baths 20 L
Lisa Lippman Senior Vice President and Director was the 1 broker at Brown Harris Stevens in 2009 With 13 years of experience selling real estate Lisa specializes in the sale of high end cooperatives condominiums and townhomes throughout Manhattan As is clear from her record even in tough times Lisa manages to both sell and find homes for her clients Other awards Lisa has won in the last few years include middotWall Street Journal top 400-Lisa was 11 in the nation and 2 in Manhattan 2009 middotWall Street Journal top 50 brokers in America 2007 middotBrown Harris Stevens Westside Office Broker of the Year All Years 2006 - 2009 middotBrown Harris Stevens Westside Office Listing Broker of the Year 2007 2008 2009 middotBrown Harris Stevens Largest New Development Deal of the Year 2009 Prior to becoming a real estate broker Lisa spent several years as a lawyer practicing litigation at two prestigious law firms She graduated from The University of Pennsylvania in 1986 and earned her law degree from Cardozo in 1990 Lisas legal background affords her a keen understanding of the negotiation process as well as the complexities needed to complete the deal A New York City resident for 24 years Lisa offers impeccable knowledge of the market as it applies across all neighborhoods She has lived downtown on the Upper East Side and has now resided on the Upper West Side for the past 14 years Additionally as the mother of three children Lisa is personally involved in the decisions all buyers face in choosing a neighborhood and a home Lisa takes pride in being a straight-forward intelligent and honest broker She understands the individual needs of each client as well as their comfort with the purchase andor sale process Her listening talents combined with her unbeatable memory work ethic and negotiation skills allow her to service her buyers and sellers most effectively Lisa is also active in the New York community including the UJA and her childrens school All of this enables her to offer a well-rounded approach to navigating the New York real estate landscape bringing to life the nuances and charms that the City and its real estate market have to offer
ABOUT THE SPEAKERS
Lisa Lippman Senior Vice President and Director was the 1 broker at Brown Harris Stevens in 2009 With 13 years of experience selling real estate Lisa specializes in the sale of high end cooperatives condominiums and townhomes throughout Manhattan As is clear from her record even in tough times Lisa manages to both sell and find homes for her clients
Other awards Lisa has won in the last few years include
middotWall Street Journal top 400-Lisa was 11 in the nation and 2 in Manhattan 2009middotWall Street Journal top 50 brokers in America 2007middotBrown Harris Stevens Westside Office Broker of the Year All Years 2006 - 2009 middotBrown Harris Stevens Westside Office Listing Broker of the Year 2007 2008 2009middotBrown Harris Stevens Largest New Development Deal of the Year 2009
Prior to becoming a real estate broker Lisa spent several years as a lawyer practicing litigation at two prestigious law firms She graduated from The University of Pennsylvania in 1986 and earned her law degree from Cardozo in 1990 Lisarsquos legal background affords her a keen understanding of the negotiation process as well as the complexities needed to complete the deal
A New York City resident for 24 years Lisa offers impeccable knowledge of the market as it applies across all neighborhoods She has lived downtown on the Upper East Side and has now resided on the Upper West Side for the past 14 years Additionally as the mother of three children Lisa is personally involved in the decisions all buyers face in choosing a neighborhood and a home
Lisa takes pride in being a straight-forward intelligent and honest broker She understands the individual needs of each client as well as their comfort with the purchase andor sale process Her listening talents combined with her unbeatable memory work ethic and negotiation skills allow her to service her buyers and sellers most effectively Lisa is also active in the New York community including the UJA and her childrenrsquos school All of this enables her to offer a well-rounded approach to navigating the New York real estate landscape bringing to life the nuances and charms that the City and its real estate market have to offer
LISA LIPPMANSenior Vice PresidentDirector
Lisa Lippman bull 212- 588-5606 bull fax 212-418-9733 bull llippmanbhsusacom
GIDDINS bull CLAMAN LLP
Attorneys at Law
675 THIRD AVENUE
29TH
FLOOR
NEW YORK NEW YORK 10017
(212)573-6703
FAX (212)949-1923 Paul M Giddins
Scott Claman
Giddins Claman LLP ndash Firm Biography
Giddins Claman LLP (formerly Giddins Claman amp Langs LLP) was
established in 1988 by Paul M Giddins formerly an Assistant District Attorney in
the New York County District Attorneyrsquos Office For over 20 years the firm has
specialized in real estate matters in the New York City metropolitan area with an
active transactional real estate practice Mr Giddins has specialized in residential
real estate during that time In addition to purchase sale and refinance transactions
Mr Giddins represents cooperative apartment boards of directors and condominium
boards of managers Mr Giddins also regularly gives lectures and seminars on real
estate matters for many of the prominent real estate brokerage firms in New York
Scott Claman has been in the practice of law in New York for over 26 years
and joined the firm as a member in 1996 having previously been a partner at a law
firm that specialized in the representation of cooperative apartment boards of
directors and condominium boards of managers Mr Claman is regularly engaged
in a variety of transactional real estate matters ranging from commercial leasing
mortgage financing and asset dispositions to individual apartment and house sales
In addition to individual and institutional owners of residential and commercial real
estate Mr Claman also represents cooperative apartment boards of directors and
condominium boards of managers and has given numerous lectures and seminars
on real estate matters for the Real Estate Board of New York and for many of the
prominent real estate brokerage firms in New York
Steven M Nachman serves as Of Counsel to the firm in connection with
commercial and general litigation matters Mr Nachman formerly associated with
the firm of Stroock amp Stroock amp Lavan has over 20 years of civil litigation
experience
Giddins Claman LLP is proud to provide our clients with the benefits of our
collective experience as seasoned litigators and transactional real estate specialists
while maintaining our personal commitment to represent our clients in a manner
associated with a smaller practice
ManhattanResidential Market Report
Fourth Quarter 2010
Manhattan Cooperatives and Condominiums
2 Fourth Quarter 2010
Average and Median Sale Price
Cooperative Average Sale Price
Condominium Average Sale Price
Cover Property BrownHarrisStevenscom WEB272151
Average Sale Price Median Sale Price
Prices for Manhattan apartments continued to edge upward
as their average sale price of $1432787 was 8 higher
than a year ago This marked the sixth straight quarter that
the average price has risen While the number of recorded
transactions fell 25 from a year ago the fourth quarter of 2009
was uncharacteristically busy due to pent-up demand after the
collapse of Lehman Brothers had frozen the market earlier that year
The average co-op price continued to rise sharply as
more buyers favored larger apartments compared to a year ago Two-bedroom and larger
units accounted for 45 of co-op sales up from 40 a year ago This helped push
the overall average co-op price up 17 from 2009rsquos fourth
quarter to $1158333
Condo prices averaged $1751219 during the fourth
quarter 1 higher than a year ago One-bedrooms posted the
biggest increase in average price rising 9 over the past year
to $844964
Studio 1-Bedroom 2-Bedroom 3+Bedroom All
4th Q 10 $342545 $593718 $1231116 $3150700 $1158333
3rd Q 10 $366086 $606444 $1206257 $3049980 $1156733
2nd Q 10 $356696 $597311 $1301392 $2872496 $1065814
1st Q 10 $334307 $587538 $1132150 $3098881 $1079195
4th Q 09 $345725 $585238 $1133967 $3001012 $990921
Studio 1-Bedroom 2-Bedroom 3+Bedroom All
4th Q 10 $495002 $844964 $1637638 $4567750 $1751219
3rd Q 10 $495876 $809514 $1596021 $3835376 $1724180
2nd Q 10 $464559 $840829 $1570772 $3922994 $1686690
1st Q 10 $529970 $819785 $1608375 $4250098 $1730415
4th Q 09 $554568 $772525 $1583362 $4574080 $1732362
Average Sale Price Median Sale Price
$1600000
$1400000
$1200000
$1000000
$800000
$400000
$600000
$1369883 $820000
1Q10
$1324504 $800000
4Q09
$1432787 $840000
4Q10
$1423378 $890000
3Q10
$1377135 $842779
2Q10
Fourth Quarter 2010 3
New Developments Lofts
Time on the Market
Excludes new developments and units listed over one year Based on the last asking price Excludes new developments
Average Price Per Square Foot
New development prices averaged $1099 per square foot 11 less than during the fourth quarter of 2009 This was due in part to an increase in the percent of new development sales in Northern Manhattan from 9 a year ago to 15 At $1052 the average price per square foot for loft apartments was 3 higher than during 2009rsquos fourth quarter
Apartments sold during the quarter spent an average of 113 days on the market 14 less time than a year ago Sellers received 955 of the last asking price up slightly from the fourth quarter of 2009
Asking Vs Selling Price
$700
$900
$1100
$1300 $1099
4Q10
$1238
4Q09
$1146
1Q10 2Q10
$1176
$700
$900
$1100
$1300 $1052
4Q10
$1017
4Q09
$1037
1Q10
$1066
2Q10
$1112
3Q10
$1077
3Q10
75 days
100 days
125 days
150 days 113
4Q10
132
4Q09
119
1Q10
112
2Q10
85
90
95
100 955
4Q10
954
4Q09
962
1Q10
97
3Q10
959
3Q10
966
2Q10
Generally 59th to 96th Street Fifth Avenue to the East River
Cooperative Condominium
East sidE
4 Fourth Quarter 2010
Average Price Per Square Foot
At an average of $1581971 prices for two-bedroom East Side
apartments were 14 higher than a year ago The average price fell
13 for three-bedroom and larger apartments due in part to 2 closings
of over $30 million a year ago inflating that figure Co-ops fared better than condos as the average
price per room rose for both prewar and postwar co-ops over the past year
while the average condo price per square foot fell
Average Price Per Room
4Q09 4Q10
Studio 1-Bedroom 2-Bedroom 3+Bedroom
Percent of Sales
4th Q 09 10 35 36 19
4th Q 10 11 39 28 22
Average Price
4th Q 09 $351462 $647300 $1383364 $4146087
4th Q 10 $355459 $647207 $1581971 $3605513
Change 1 0 14 -13
$100000
$300000
$150000
$200000
$250000
$350000
$400000
$50000
$200
$1000
$400
$600
$800
$1200
$1400
$0
Postwar
$204713 $210559
Prewar
$348425 $383335
4Q10
$1126
4Q09
$1168
Generally 59th to 110th Street Hudson River to West of Fifth Avenue
WEst sidE
Fourth Quarter 2010 5
Cooperative CondominiumAverage Price Per Room Average Price Per Square Foot
With the exception of studios prices rose for all other size categories of apartments on
the West Side led by a 21 gain in the average price for
three-bedroom and larger units This increase was helped by
535 West End Avenue whose three-bedroom closing prices averaged over $115 million
in the fourth quarter Co-ops remained strong as the average
price per room rose 21 for prewar and 12 for postwar co-ops on the West Side The average condo price per square
foot rose 3 to $1309 making the West Side the only
area where both co-op and condo prices were higher
than a year ago
4Q09 4Q10
Studio 1-Bedroom 2-Bedroom 3+Bedroom
Percent of Sales
4th Q 09 10 37 37 16
4th Q 10 8 33 38 21
Average Price
4th Q 09 $417466 $656421 $1326640 $3325062
4th Q 10 $391228 $766529 $1378920 $4030338
Change -6 17 4 21
$125000
$225000
$150000
$175000
$200000
$250000
$275000
$100000
$200
$1000
$400
$600
$800
$1200
$1400
$0
4Q09
$1267
4Q10
$1309
Prewar
$215967 $260653
Postwar
$189264 $212348
MidtoWn East Generally 34th to 59th Street Fifth Avenue to the East River
MidtoWn
MidtoWn WEst Generally 34th to 59th Street Hudson River to West of Fifth Avenue
6 Fourth Quarter 2010
Cooperative Condominium
Cooperative Condominium
Average Price Per Room Average Price Per Square Foot
Average Price Per Room Average Price Per Square Foot
A couple of high-end closings at The Plaza and One Beacon Court helped bring the average condo price per square foot 27 higher in the Midtown East market compared
to a year ago The average price per room fell 5 for prewar while rising
8 for postwar co-ops
The average price per square foot rose 12 for condos over the
past year in the Midtown West market A number of closings at The Sheffield and Platinum
helped bring up this figure The average price per room fell for
both prewar and postwar co-ops in this market compared
to a year ago
$175000
$100000
$125000
$150000
$200000
$225000
$1000
$250
$500
$750
$1250
$1500
4Q09 4Q10
$212198 $200857
Prewar
$188662 $204639
Postwar
$1171
4Q09
$1485
4Q10
$252044 $199029 $231213 $221850 $1180$1055
4Q10Prewar Postwar 4Q09
$1000
$250
$500
$750
$1250
$1500
4Q09 4Q10
$200000
$50000
$100000
$150000
$250000
$300000
Cooperative Condominium
Fourth Quarter 2010 7
Average Price Per Room Average Price Per Square Foot
South of 34th Street
doWntoWn
While the average price fell 23 for three-bedroom and
larger apartments Downtown from a year ago a large
number of closings at the Superior Ink building inflated 2009rsquos figure This also is a reason why the overall condo
price per square foot fell 10 from a year ago The average
co-op price per room rose 13 for prewar and 4 for
postwar units from 2009rsquos fourth quarter
4Q09 4Q10
Studio 1-Bedroom 2-Bedroom 3+Bedroom
Percent of Sales
4th Q 09 17 43 28 12
4th Q 10 16 41 31 12
Average Price
4th Q 09 $452722 $704292 $1615877 $4665379
4th Q 10 $444618 $741919 $1581625 $3605513
Change -2 5 -2 -23
Prewar
$208503 $235826
Postwar
$188600 $195854
$100000
$200000
$125000
$150000
$175000
$225000
$250000
$75000
$800
$1200
$900
$1000
$1100
$1300
$1400
$700
4Q09
$1326
4Q10
$1194
Cooperative CondominiumAverage Price Per Room Average Price Per Square Foot
Generally North of 96th Street on the East Side and 110th Street on the West Side
NEW YORK CITY bull PALM BEACH bull THE HAMPTONS bull NORTH FORK 2129069200
EAST SIDE445 Park AvenueHall F Willkie PresidentRuth McCoy EVPManaging Director of Sales
UPPER EAST SIDE1121 Madison AvenuePeter R Marra EVPManaging Director of Sales
EDWARD LEE CAVE DIVISION790 Madison AvenueCaroline E Y GuthriePresident
WEST SIDE1926 BroadwayJames M Gricar EVP Managing Director of Sales
BROOKLYN HEIGHTS129 Montague StreetChristopher Thomas EVPManaging Director of Sales
PARK SLOPE100 Seventh AvenueMaryAnn Albano EVPManaging Director of Sales
NEW DEVELOPMENT445 Park Avenue James M GricarManaging DirectorBrown Harris Stevens On-Site Marketing and Sales
Prepared by Gregory Heym Chief Economist Brown Harris Stevenscopy2010 by Brown Harris Stevens All Rights Reserved This information may not be copied used or distributed without Brown Harris Stevensrsquo consent While information is believed true no guaranty is made of accuracy
While the average price fell for three-bedroom and larger apartments it was higher for
all other size categories in Northern Manhattan Condo
prices rose slightly as their average price per square foot of $566 was up 1 from a
year ago The average price per room fell for both prewar and
postwar co-ops compared to a year ago
This report is based on 1901 reported Manhattan apartment sales 25 less than were reported during last yearrsquos comparable period
VILLAGE2 Fifth AvenueKevin Kovesci EVPManaging Director of Sales
TRIBECA43 North MooreKevin Kovesci EVPManaging Director of Sales
northErn Manhattan
Studio 1-Bedroom 2-Bedroom 3+Bedroom
Percent of Sales
4th Q 09 6 35 43 16
4th Q 10 8 38 38 16
Average Price
4th Q 09 $227611 $352759 $567332 $1101778
4th Q 10 $319798 $394509 $577071 $710832
Change 41 12 2 -35
$100
$500
$200
$300
$400
$600
$700
$0
4Q09 4Q10
4Q09
$563
4Q10
$566
$70000
$110000
$80000
$90000
$100000
$120000
$130000
$60000
Prewar
$120601 $97757
Postwar
$110104 $106330
Faculty Biographies
REAL PROPERTY SECTION gt Officer Bio
Chair Leo Genn Esq
Office Address Northside Center for Child Development 1301 Fifth Ave New York NY 10029-3119
Phone 212-426-3406 Fax 212-410-7561 Email lgenn_esqyahoocom
After working briefly as a litigator Mr Genn became House Counsel at NorthsideCenter for Child Development a Manhattan-based not for profit where he handles contract negotiations commercial leasing property management and insurance issues Mr Genn also writes government grants Before law school Mr Genn spent eight years managing commercial and residential real estate in New York City Mr Genn has also worked for New York Citys Office of Economic Development In March 2002 Mr Genns article on the notice requirements in foreclosure proceedings appeared on thecover of the New York Real Estate Law Reporter Mr Gennrsquos favorite law quote is Oliver Wendell Holmes remark A word is not a crystal transparent and unchanged it isthe skin of a living thought and may vary greatly in color and content according to thecircumstances and time in which it is used Mr Gennrsquos favorite case is Raffles v
ichelhaus and his favorite legal fiction is promissory estoppel W
Paul M Giddins Partner
Giddins Claman LLP Paul M Giddins is a partner at Giddins Claman LLP a law firm in New York City Mr Giddins received a Bachelor of Arts degree from Trinity College- Hartford and a law degree from American University Washington School of Law
LISA LIPPMAN | Senior Vice President Director | Licensed Associate Real Estate Broker
printer friendly page
1926 Broadway New York NY 10023 Tel (212) 588-5606 Fax (212) 418-9733 llippmanbhsusacom download contact info view current listings view sold listings
FEATURED PROPERTY - UPPER EAST SIDE
2COOPERATIVE
25 EAST 79TH STREET
rice $1299000
isting ID 1127158
PBedrooms 2 Baths 20 L
Lisa Lippman Senior Vice President and Director was the 1 broker at Brown Harris Stevens in 2009 With 13 years of experience selling real estate Lisa specializes in the sale of high end cooperatives condominiums and townhomes throughout Manhattan As is clear from her record even in tough times Lisa manages to both sell and find homes for her clients Other awards Lisa has won in the last few years include middotWall Street Journal top 400-Lisa was 11 in the nation and 2 in Manhattan 2009 middotWall Street Journal top 50 brokers in America 2007 middotBrown Harris Stevens Westside Office Broker of the Year All Years 2006 - 2009 middotBrown Harris Stevens Westside Office Listing Broker of the Year 2007 2008 2009 middotBrown Harris Stevens Largest New Development Deal of the Year 2009 Prior to becoming a real estate broker Lisa spent several years as a lawyer practicing litigation at two prestigious law firms She graduated from The University of Pennsylvania in 1986 and earned her law degree from Cardozo in 1990 Lisas legal background affords her a keen understanding of the negotiation process as well as the complexities needed to complete the deal A New York City resident for 24 years Lisa offers impeccable knowledge of the market as it applies across all neighborhoods She has lived downtown on the Upper East Side and has now resided on the Upper West Side for the past 14 years Additionally as the mother of three children Lisa is personally involved in the decisions all buyers face in choosing a neighborhood and a home Lisa takes pride in being a straight-forward intelligent and honest broker She understands the individual needs of each client as well as their comfort with the purchase andor sale process Her listening talents combined with her unbeatable memory work ethic and negotiation skills allow her to service her buyers and sellers most effectively Lisa is also active in the New York community including the UJA and her childrens school All of this enables her to offer a well-rounded approach to navigating the New York real estate landscape bringing to life the nuances and charms that the City and its real estate market have to offer
Lisa Lippman Senior Vice President and Director was the 1 broker at Brown Harris Stevens in 2009 With 13 years of experience selling real estate Lisa specializes in the sale of high end cooperatives condominiums and townhomes throughout Manhattan As is clear from her record even in tough times Lisa manages to both sell and find homes for her clients
Other awards Lisa has won in the last few years include
middotWall Street Journal top 400-Lisa was 11 in the nation and 2 in Manhattan 2009middotWall Street Journal top 50 brokers in America 2007middotBrown Harris Stevens Westside Office Broker of the Year All Years 2006 - 2009 middotBrown Harris Stevens Westside Office Listing Broker of the Year 2007 2008 2009middotBrown Harris Stevens Largest New Development Deal of the Year 2009
Prior to becoming a real estate broker Lisa spent several years as a lawyer practicing litigation at two prestigious law firms She graduated from The University of Pennsylvania in 1986 and earned her law degree from Cardozo in 1990 Lisarsquos legal background affords her a keen understanding of the negotiation process as well as the complexities needed to complete the deal
A New York City resident for 24 years Lisa offers impeccable knowledge of the market as it applies across all neighborhoods She has lived downtown on the Upper East Side and has now resided on the Upper West Side for the past 14 years Additionally as the mother of three children Lisa is personally involved in the decisions all buyers face in choosing a neighborhood and a home
Lisa takes pride in being a straight-forward intelligent and honest broker She understands the individual needs of each client as well as their comfort with the purchase andor sale process Her listening talents combined with her unbeatable memory work ethic and negotiation skills allow her to service her buyers and sellers most effectively Lisa is also active in the New York community including the UJA and her childrenrsquos school All of this enables her to offer a well-rounded approach to navigating the New York real estate landscape bringing to life the nuances and charms that the City and its real estate market have to offer
LISA LIPPMANSenior Vice PresidentDirector
Lisa Lippman bull 212- 588-5606 bull fax 212-418-9733 bull llippmanbhsusacom
GIDDINS bull CLAMAN LLP
Attorneys at Law
675 THIRD AVENUE
29TH
FLOOR
NEW YORK NEW YORK 10017
(212)573-6703
FAX (212)949-1923 Paul M Giddins
Scott Claman
Giddins Claman LLP ndash Firm Biography
Giddins Claman LLP (formerly Giddins Claman amp Langs LLP) was
established in 1988 by Paul M Giddins formerly an Assistant District Attorney in
the New York County District Attorneyrsquos Office For over 20 years the firm has
specialized in real estate matters in the New York City metropolitan area with an
active transactional real estate practice Mr Giddins has specialized in residential
real estate during that time In addition to purchase sale and refinance transactions
Mr Giddins represents cooperative apartment boards of directors and condominium
boards of managers Mr Giddins also regularly gives lectures and seminars on real
estate matters for many of the prominent real estate brokerage firms in New York
Scott Claman has been in the practice of law in New York for over 26 years
and joined the firm as a member in 1996 having previously been a partner at a law
firm that specialized in the representation of cooperative apartment boards of
directors and condominium boards of managers Mr Claman is regularly engaged
in a variety of transactional real estate matters ranging from commercial leasing
mortgage financing and asset dispositions to individual apartment and house sales
In addition to individual and institutional owners of residential and commercial real
estate Mr Claman also represents cooperative apartment boards of directors and
condominium boards of managers and has given numerous lectures and seminars
on real estate matters for the Real Estate Board of New York and for many of the
prominent real estate brokerage firms in New York
Steven M Nachman serves as Of Counsel to the firm in connection with
commercial and general litigation matters Mr Nachman formerly associated with
the firm of Stroock amp Stroock amp Lavan has over 20 years of civil litigation
experience
Giddins Claman LLP is proud to provide our clients with the benefits of our
collective experience as seasoned litigators and transactional real estate specialists
while maintaining our personal commitment to represent our clients in a manner
associated with a smaller practice
ManhattanResidential Market Report
Fourth Quarter 2010
Manhattan Cooperatives and Condominiums
2 Fourth Quarter 2010
Average and Median Sale Price
Cooperative Average Sale Price
Condominium Average Sale Price
Cover Property BrownHarrisStevenscom WEB272151
Average Sale Price Median Sale Price
Prices for Manhattan apartments continued to edge upward
as their average sale price of $1432787 was 8 higher
than a year ago This marked the sixth straight quarter that
the average price has risen While the number of recorded
transactions fell 25 from a year ago the fourth quarter of 2009
was uncharacteristically busy due to pent-up demand after the
collapse of Lehman Brothers had frozen the market earlier that year
The average co-op price continued to rise sharply as
more buyers favored larger apartments compared to a year ago Two-bedroom and larger
units accounted for 45 of co-op sales up from 40 a year ago This helped push
the overall average co-op price up 17 from 2009rsquos fourth
quarter to $1158333
Condo prices averaged $1751219 during the fourth
quarter 1 higher than a year ago One-bedrooms posted the
biggest increase in average price rising 9 over the past year
to $844964
Studio 1-Bedroom 2-Bedroom 3+Bedroom All
4th Q 10 $342545 $593718 $1231116 $3150700 $1158333
3rd Q 10 $366086 $606444 $1206257 $3049980 $1156733
2nd Q 10 $356696 $597311 $1301392 $2872496 $1065814
1st Q 10 $334307 $587538 $1132150 $3098881 $1079195
4th Q 09 $345725 $585238 $1133967 $3001012 $990921
Studio 1-Bedroom 2-Bedroom 3+Bedroom All
4th Q 10 $495002 $844964 $1637638 $4567750 $1751219
3rd Q 10 $495876 $809514 $1596021 $3835376 $1724180
2nd Q 10 $464559 $840829 $1570772 $3922994 $1686690
1st Q 10 $529970 $819785 $1608375 $4250098 $1730415
4th Q 09 $554568 $772525 $1583362 $4574080 $1732362
Average Sale Price Median Sale Price
$1600000
$1400000
$1200000
$1000000
$800000
$400000
$600000
$1369883 $820000
1Q10
$1324504 $800000
4Q09
$1432787 $840000
4Q10
$1423378 $890000
3Q10
$1377135 $842779
2Q10
Fourth Quarter 2010 3
New Developments Lofts
Time on the Market
Excludes new developments and units listed over one year Based on the last asking price Excludes new developments
Average Price Per Square Foot
New development prices averaged $1099 per square foot 11 less than during the fourth quarter of 2009 This was due in part to an increase in the percent of new development sales in Northern Manhattan from 9 a year ago to 15 At $1052 the average price per square foot for loft apartments was 3 higher than during 2009rsquos fourth quarter
Apartments sold during the quarter spent an average of 113 days on the market 14 less time than a year ago Sellers received 955 of the last asking price up slightly from the fourth quarter of 2009
Asking Vs Selling Price
$700
$900
$1100
$1300 $1099
4Q10
$1238
4Q09
$1146
1Q10 2Q10
$1176
$700
$900
$1100
$1300 $1052
4Q10
$1017
4Q09
$1037
1Q10
$1066
2Q10
$1112
3Q10
$1077
3Q10
75 days
100 days
125 days
150 days 113
4Q10
132
4Q09
119
1Q10
112
2Q10
85
90
95
100 955
4Q10
954
4Q09
962
1Q10
97
3Q10
959
3Q10
966
2Q10
Generally 59th to 96th Street Fifth Avenue to the East River
Cooperative Condominium
East sidE
4 Fourth Quarter 2010
Average Price Per Square Foot
At an average of $1581971 prices for two-bedroom East Side
apartments were 14 higher than a year ago The average price fell
13 for three-bedroom and larger apartments due in part to 2 closings
of over $30 million a year ago inflating that figure Co-ops fared better than condos as the average
price per room rose for both prewar and postwar co-ops over the past year
while the average condo price per square foot fell
Average Price Per Room
4Q09 4Q10
Studio 1-Bedroom 2-Bedroom 3+Bedroom
Percent of Sales
4th Q 09 10 35 36 19
4th Q 10 11 39 28 22
Average Price
4th Q 09 $351462 $647300 $1383364 $4146087
4th Q 10 $355459 $647207 $1581971 $3605513
Change 1 0 14 -13
$100000
$300000
$150000
$200000
$250000
$350000
$400000
$50000
$200
$1000
$400
$600
$800
$1200
$1400
$0
Postwar
$204713 $210559
Prewar
$348425 $383335
4Q10
$1126
4Q09
$1168
Generally 59th to 110th Street Hudson River to West of Fifth Avenue
WEst sidE
Fourth Quarter 2010 5
Cooperative CondominiumAverage Price Per Room Average Price Per Square Foot
With the exception of studios prices rose for all other size categories of apartments on
the West Side led by a 21 gain in the average price for
three-bedroom and larger units This increase was helped by
535 West End Avenue whose three-bedroom closing prices averaged over $115 million
in the fourth quarter Co-ops remained strong as the average
price per room rose 21 for prewar and 12 for postwar co-ops on the West Side The average condo price per square
foot rose 3 to $1309 making the West Side the only
area where both co-op and condo prices were higher
than a year ago
4Q09 4Q10
Studio 1-Bedroom 2-Bedroom 3+Bedroom
Percent of Sales
4th Q 09 10 37 37 16
4th Q 10 8 33 38 21
Average Price
4th Q 09 $417466 $656421 $1326640 $3325062
4th Q 10 $391228 $766529 $1378920 $4030338
Change -6 17 4 21
$125000
$225000
$150000
$175000
$200000
$250000
$275000
$100000
$200
$1000
$400
$600
$800
$1200
$1400
$0
4Q09
$1267
4Q10
$1309
Prewar
$215967 $260653
Postwar
$189264 $212348
MidtoWn East Generally 34th to 59th Street Fifth Avenue to the East River
MidtoWn
MidtoWn WEst Generally 34th to 59th Street Hudson River to West of Fifth Avenue
6 Fourth Quarter 2010
Cooperative Condominium
Cooperative Condominium
Average Price Per Room Average Price Per Square Foot
Average Price Per Room Average Price Per Square Foot
A couple of high-end closings at The Plaza and One Beacon Court helped bring the average condo price per square foot 27 higher in the Midtown East market compared
to a year ago The average price per room fell 5 for prewar while rising
8 for postwar co-ops
The average price per square foot rose 12 for condos over the
past year in the Midtown West market A number of closings at The Sheffield and Platinum
helped bring up this figure The average price per room fell for
both prewar and postwar co-ops in this market compared
to a year ago
$175000
$100000
$125000
$150000
$200000
$225000
$1000
$250
$500
$750
$1250
$1500
4Q09 4Q10
$212198 $200857
Prewar
$188662 $204639
Postwar
$1171
4Q09
$1485
4Q10
$252044 $199029 $231213 $221850 $1180$1055
4Q10Prewar Postwar 4Q09
$1000
$250
$500
$750
$1250
$1500
4Q09 4Q10
$200000
$50000
$100000
$150000
$250000
$300000
Cooperative Condominium
Fourth Quarter 2010 7
Average Price Per Room Average Price Per Square Foot
South of 34th Street
doWntoWn
While the average price fell 23 for three-bedroom and
larger apartments Downtown from a year ago a large
number of closings at the Superior Ink building inflated 2009rsquos figure This also is a reason why the overall condo
price per square foot fell 10 from a year ago The average
co-op price per room rose 13 for prewar and 4 for
postwar units from 2009rsquos fourth quarter
4Q09 4Q10
Studio 1-Bedroom 2-Bedroom 3+Bedroom
Percent of Sales
4th Q 09 17 43 28 12
4th Q 10 16 41 31 12
Average Price
4th Q 09 $452722 $704292 $1615877 $4665379
4th Q 10 $444618 $741919 $1581625 $3605513
Change -2 5 -2 -23
Prewar
$208503 $235826
Postwar
$188600 $195854
$100000
$200000
$125000
$150000
$175000
$225000
$250000
$75000
$800
$1200
$900
$1000
$1100
$1300
$1400
$700
4Q09
$1326
4Q10
$1194
Cooperative CondominiumAverage Price Per Room Average Price Per Square Foot
Generally North of 96th Street on the East Side and 110th Street on the West Side
NEW YORK CITY bull PALM BEACH bull THE HAMPTONS bull NORTH FORK 2129069200
EAST SIDE445 Park AvenueHall F Willkie PresidentRuth McCoy EVPManaging Director of Sales
UPPER EAST SIDE1121 Madison AvenuePeter R Marra EVPManaging Director of Sales
EDWARD LEE CAVE DIVISION790 Madison AvenueCaroline E Y GuthriePresident
WEST SIDE1926 BroadwayJames M Gricar EVP Managing Director of Sales
BROOKLYN HEIGHTS129 Montague StreetChristopher Thomas EVPManaging Director of Sales
PARK SLOPE100 Seventh AvenueMaryAnn Albano EVPManaging Director of Sales
NEW DEVELOPMENT445 Park Avenue James M GricarManaging DirectorBrown Harris Stevens On-Site Marketing and Sales
Prepared by Gregory Heym Chief Economist Brown Harris Stevenscopy2010 by Brown Harris Stevens All Rights Reserved This information may not be copied used or distributed without Brown Harris Stevensrsquo consent While information is believed true no guaranty is made of accuracy
While the average price fell for three-bedroom and larger apartments it was higher for
all other size categories in Northern Manhattan Condo
prices rose slightly as their average price per square foot of $566 was up 1 from a
year ago The average price per room fell for both prewar and
postwar co-ops compared to a year ago
This report is based on 1901 reported Manhattan apartment sales 25 less than were reported during last yearrsquos comparable period
VILLAGE2 Fifth AvenueKevin Kovesci EVPManaging Director of Sales
TRIBECA43 North MooreKevin Kovesci EVPManaging Director of Sales
northErn Manhattan
Studio 1-Bedroom 2-Bedroom 3+Bedroom
Percent of Sales
4th Q 09 6 35 43 16
4th Q 10 8 38 38 16
Average Price
4th Q 09 $227611 $352759 $567332 $1101778
4th Q 10 $319798 $394509 $577071 $710832
Change 41 12 2 -35
$100
$500
$200
$300
$400
$600
$700
$0
4Q09 4Q10
4Q09
$563
4Q10
$566
$70000
$110000
$80000
$90000
$100000
$120000
$130000
$60000
Prewar
$120601 $97757
Postwar
$110104 $106330
Faculty Biographies
REAL PROPERTY SECTION gt Officer Bio
Chair Leo Genn Esq
Office Address Northside Center for Child Development 1301 Fifth Ave New York NY 10029-3119
Phone 212-426-3406 Fax 212-410-7561 Email lgenn_esqyahoocom
After working briefly as a litigator Mr Genn became House Counsel at NorthsideCenter for Child Development a Manhattan-based not for profit where he handles contract negotiations commercial leasing property management and insurance issues Mr Genn also writes government grants Before law school Mr Genn spent eight years managing commercial and residential real estate in New York City Mr Genn has also worked for New York Citys Office of Economic Development In March 2002 Mr Genns article on the notice requirements in foreclosure proceedings appeared on thecover of the New York Real Estate Law Reporter Mr Gennrsquos favorite law quote is Oliver Wendell Holmes remark A word is not a crystal transparent and unchanged it isthe skin of a living thought and may vary greatly in color and content according to thecircumstances and time in which it is used Mr Gennrsquos favorite case is Raffles v
ichelhaus and his favorite legal fiction is promissory estoppel W
Paul M Giddins Partner
Giddins Claman LLP Paul M Giddins is a partner at Giddins Claman LLP a law firm in New York City Mr Giddins received a Bachelor of Arts degree from Trinity College- Hartford and a law degree from American University Washington School of Law
LISA LIPPMAN | Senior Vice President Director | Licensed Associate Real Estate Broker
printer friendly page
1926 Broadway New York NY 10023 Tel (212) 588-5606 Fax (212) 418-9733 llippmanbhsusacom download contact info view current listings view sold listings
FEATURED PROPERTY - UPPER EAST SIDE
2COOPERATIVE
25 EAST 79TH STREET
rice $1299000
isting ID 1127158
PBedrooms 2 Baths 20 L
Lisa Lippman Senior Vice President and Director was the 1 broker at Brown Harris Stevens in 2009 With 13 years of experience selling real estate Lisa specializes in the sale of high end cooperatives condominiums and townhomes throughout Manhattan As is clear from her record even in tough times Lisa manages to both sell and find homes for her clients Other awards Lisa has won in the last few years include middotWall Street Journal top 400-Lisa was 11 in the nation and 2 in Manhattan 2009 middotWall Street Journal top 50 brokers in America 2007 middotBrown Harris Stevens Westside Office Broker of the Year All Years 2006 - 2009 middotBrown Harris Stevens Westside Office Listing Broker of the Year 2007 2008 2009 middotBrown Harris Stevens Largest New Development Deal of the Year 2009 Prior to becoming a real estate broker Lisa spent several years as a lawyer practicing litigation at two prestigious law firms She graduated from The University of Pennsylvania in 1986 and earned her law degree from Cardozo in 1990 Lisas legal background affords her a keen understanding of the negotiation process as well as the complexities needed to complete the deal A New York City resident for 24 years Lisa offers impeccable knowledge of the market as it applies across all neighborhoods She has lived downtown on the Upper East Side and has now resided on the Upper West Side for the past 14 years Additionally as the mother of three children Lisa is personally involved in the decisions all buyers face in choosing a neighborhood and a home Lisa takes pride in being a straight-forward intelligent and honest broker She understands the individual needs of each client as well as their comfort with the purchase andor sale process Her listening talents combined with her unbeatable memory work ethic and negotiation skills allow her to service her buyers and sellers most effectively Lisa is also active in the New York community including the UJA and her childrens school All of this enables her to offer a well-rounded approach to navigating the New York real estate landscape bringing to life the nuances and charms that the City and its real estate market have to offer
GIDDINS bull CLAMAN LLP
Attorneys at Law
675 THIRD AVENUE
29TH
FLOOR
NEW YORK NEW YORK 10017
(212)573-6703
FAX (212)949-1923 Paul M Giddins
Scott Claman
Giddins Claman LLP ndash Firm Biography
Giddins Claman LLP (formerly Giddins Claman amp Langs LLP) was
established in 1988 by Paul M Giddins formerly an Assistant District Attorney in
the New York County District Attorneyrsquos Office For over 20 years the firm has
specialized in real estate matters in the New York City metropolitan area with an
active transactional real estate practice Mr Giddins has specialized in residential
real estate during that time In addition to purchase sale and refinance transactions
Mr Giddins represents cooperative apartment boards of directors and condominium
boards of managers Mr Giddins also regularly gives lectures and seminars on real
estate matters for many of the prominent real estate brokerage firms in New York
Scott Claman has been in the practice of law in New York for over 26 years
and joined the firm as a member in 1996 having previously been a partner at a law
firm that specialized in the representation of cooperative apartment boards of
directors and condominium boards of managers Mr Claman is regularly engaged
in a variety of transactional real estate matters ranging from commercial leasing
mortgage financing and asset dispositions to individual apartment and house sales
In addition to individual and institutional owners of residential and commercial real
estate Mr Claman also represents cooperative apartment boards of directors and
condominium boards of managers and has given numerous lectures and seminars
on real estate matters for the Real Estate Board of New York and for many of the
prominent real estate brokerage firms in New York
Steven M Nachman serves as Of Counsel to the firm in connection with
commercial and general litigation matters Mr Nachman formerly associated with
the firm of Stroock amp Stroock amp Lavan has over 20 years of civil litigation
experience
Giddins Claman LLP is proud to provide our clients with the benefits of our
collective experience as seasoned litigators and transactional real estate specialists
while maintaining our personal commitment to represent our clients in a manner
associated with a smaller practice
ManhattanResidential Market Report
Fourth Quarter 2010
Manhattan Cooperatives and Condominiums
2 Fourth Quarter 2010
Average and Median Sale Price
Cooperative Average Sale Price
Condominium Average Sale Price
Cover Property BrownHarrisStevenscom WEB272151
Average Sale Price Median Sale Price
Prices for Manhattan apartments continued to edge upward
as their average sale price of $1432787 was 8 higher
than a year ago This marked the sixth straight quarter that
the average price has risen While the number of recorded
transactions fell 25 from a year ago the fourth quarter of 2009
was uncharacteristically busy due to pent-up demand after the
collapse of Lehman Brothers had frozen the market earlier that year
The average co-op price continued to rise sharply as
more buyers favored larger apartments compared to a year ago Two-bedroom and larger
units accounted for 45 of co-op sales up from 40 a year ago This helped push
the overall average co-op price up 17 from 2009rsquos fourth
quarter to $1158333
Condo prices averaged $1751219 during the fourth
quarter 1 higher than a year ago One-bedrooms posted the
biggest increase in average price rising 9 over the past year
to $844964
Studio 1-Bedroom 2-Bedroom 3+Bedroom All
4th Q 10 $342545 $593718 $1231116 $3150700 $1158333
3rd Q 10 $366086 $606444 $1206257 $3049980 $1156733
2nd Q 10 $356696 $597311 $1301392 $2872496 $1065814
1st Q 10 $334307 $587538 $1132150 $3098881 $1079195
4th Q 09 $345725 $585238 $1133967 $3001012 $990921
Studio 1-Bedroom 2-Bedroom 3+Bedroom All
4th Q 10 $495002 $844964 $1637638 $4567750 $1751219
3rd Q 10 $495876 $809514 $1596021 $3835376 $1724180
2nd Q 10 $464559 $840829 $1570772 $3922994 $1686690
1st Q 10 $529970 $819785 $1608375 $4250098 $1730415
4th Q 09 $554568 $772525 $1583362 $4574080 $1732362
Average Sale Price Median Sale Price
$1600000
$1400000
$1200000
$1000000
$800000
$400000
$600000
$1369883 $820000
1Q10
$1324504 $800000
4Q09
$1432787 $840000
4Q10
$1423378 $890000
3Q10
$1377135 $842779
2Q10
Fourth Quarter 2010 3
New Developments Lofts
Time on the Market
Excludes new developments and units listed over one year Based on the last asking price Excludes new developments
Average Price Per Square Foot
New development prices averaged $1099 per square foot 11 less than during the fourth quarter of 2009 This was due in part to an increase in the percent of new development sales in Northern Manhattan from 9 a year ago to 15 At $1052 the average price per square foot for loft apartments was 3 higher than during 2009rsquos fourth quarter
Apartments sold during the quarter spent an average of 113 days on the market 14 less time than a year ago Sellers received 955 of the last asking price up slightly from the fourth quarter of 2009
Asking Vs Selling Price
$700
$900
$1100
$1300 $1099
4Q10
$1238
4Q09
$1146
1Q10 2Q10
$1176
$700
$900
$1100
$1300 $1052
4Q10
$1017
4Q09
$1037
1Q10
$1066
2Q10
$1112
3Q10
$1077
3Q10
75 days
100 days
125 days
150 days 113
4Q10
132
4Q09
119
1Q10
112
2Q10
85
90
95
100 955
4Q10
954
4Q09
962
1Q10
97
3Q10
959
3Q10
966
2Q10
Generally 59th to 96th Street Fifth Avenue to the East River
Cooperative Condominium
East sidE
4 Fourth Quarter 2010
Average Price Per Square Foot
At an average of $1581971 prices for two-bedroom East Side
apartments were 14 higher than a year ago The average price fell
13 for three-bedroom and larger apartments due in part to 2 closings
of over $30 million a year ago inflating that figure Co-ops fared better than condos as the average
price per room rose for both prewar and postwar co-ops over the past year
while the average condo price per square foot fell
Average Price Per Room
4Q09 4Q10
Studio 1-Bedroom 2-Bedroom 3+Bedroom
Percent of Sales
4th Q 09 10 35 36 19
4th Q 10 11 39 28 22
Average Price
4th Q 09 $351462 $647300 $1383364 $4146087
4th Q 10 $355459 $647207 $1581971 $3605513
Change 1 0 14 -13
$100000
$300000
$150000
$200000
$250000
$350000
$400000
$50000
$200
$1000
$400
$600
$800
$1200
$1400
$0
Postwar
$204713 $210559
Prewar
$348425 $383335
4Q10
$1126
4Q09
$1168
Generally 59th to 110th Street Hudson River to West of Fifth Avenue
WEst sidE
Fourth Quarter 2010 5
Cooperative CondominiumAverage Price Per Room Average Price Per Square Foot
With the exception of studios prices rose for all other size categories of apartments on
the West Side led by a 21 gain in the average price for
three-bedroom and larger units This increase was helped by
535 West End Avenue whose three-bedroom closing prices averaged over $115 million
in the fourth quarter Co-ops remained strong as the average
price per room rose 21 for prewar and 12 for postwar co-ops on the West Side The average condo price per square
foot rose 3 to $1309 making the West Side the only
area where both co-op and condo prices were higher
than a year ago
4Q09 4Q10
Studio 1-Bedroom 2-Bedroom 3+Bedroom
Percent of Sales
4th Q 09 10 37 37 16
4th Q 10 8 33 38 21
Average Price
4th Q 09 $417466 $656421 $1326640 $3325062
4th Q 10 $391228 $766529 $1378920 $4030338
Change -6 17 4 21
$125000
$225000
$150000
$175000
$200000
$250000
$275000
$100000
$200
$1000
$400
$600
$800
$1200
$1400
$0
4Q09
$1267
4Q10
$1309
Prewar
$215967 $260653
Postwar
$189264 $212348
MidtoWn East Generally 34th to 59th Street Fifth Avenue to the East River
MidtoWn
MidtoWn WEst Generally 34th to 59th Street Hudson River to West of Fifth Avenue
6 Fourth Quarter 2010
Cooperative Condominium
Cooperative Condominium
Average Price Per Room Average Price Per Square Foot
Average Price Per Room Average Price Per Square Foot
A couple of high-end closings at The Plaza and One Beacon Court helped bring the average condo price per square foot 27 higher in the Midtown East market compared
to a year ago The average price per room fell 5 for prewar while rising
8 for postwar co-ops
The average price per square foot rose 12 for condos over the
past year in the Midtown West market A number of closings at The Sheffield and Platinum
helped bring up this figure The average price per room fell for
both prewar and postwar co-ops in this market compared
to a year ago
$175000
$100000
$125000
$150000
$200000
$225000
$1000
$250
$500
$750
$1250
$1500
4Q09 4Q10
$212198 $200857
Prewar
$188662 $204639
Postwar
$1171
4Q09
$1485
4Q10
$252044 $199029 $231213 $221850 $1180$1055
4Q10Prewar Postwar 4Q09
$1000
$250
$500
$750
$1250
$1500
4Q09 4Q10
$200000
$50000
$100000
$150000
$250000
$300000
Cooperative Condominium
Fourth Quarter 2010 7
Average Price Per Room Average Price Per Square Foot
South of 34th Street
doWntoWn
While the average price fell 23 for three-bedroom and
larger apartments Downtown from a year ago a large
number of closings at the Superior Ink building inflated 2009rsquos figure This also is a reason why the overall condo
price per square foot fell 10 from a year ago The average
co-op price per room rose 13 for prewar and 4 for
postwar units from 2009rsquos fourth quarter
4Q09 4Q10
Studio 1-Bedroom 2-Bedroom 3+Bedroom
Percent of Sales
4th Q 09 17 43 28 12
4th Q 10 16 41 31 12
Average Price
4th Q 09 $452722 $704292 $1615877 $4665379
4th Q 10 $444618 $741919 $1581625 $3605513
Change -2 5 -2 -23
Prewar
$208503 $235826
Postwar
$188600 $195854
$100000
$200000
$125000
$150000
$175000
$225000
$250000
$75000
$800
$1200
$900
$1000
$1100
$1300
$1400
$700
4Q09
$1326
4Q10
$1194
Cooperative CondominiumAverage Price Per Room Average Price Per Square Foot
Generally North of 96th Street on the East Side and 110th Street on the West Side
NEW YORK CITY bull PALM BEACH bull THE HAMPTONS bull NORTH FORK 2129069200
EAST SIDE445 Park AvenueHall F Willkie PresidentRuth McCoy EVPManaging Director of Sales
UPPER EAST SIDE1121 Madison AvenuePeter R Marra EVPManaging Director of Sales
EDWARD LEE CAVE DIVISION790 Madison AvenueCaroline E Y GuthriePresident
WEST SIDE1926 BroadwayJames M Gricar EVP Managing Director of Sales
BROOKLYN HEIGHTS129 Montague StreetChristopher Thomas EVPManaging Director of Sales
PARK SLOPE100 Seventh AvenueMaryAnn Albano EVPManaging Director of Sales
NEW DEVELOPMENT445 Park Avenue James M GricarManaging DirectorBrown Harris Stevens On-Site Marketing and Sales
Prepared by Gregory Heym Chief Economist Brown Harris Stevenscopy2010 by Brown Harris Stevens All Rights Reserved This information may not be copied used or distributed without Brown Harris Stevensrsquo consent While information is believed true no guaranty is made of accuracy
While the average price fell for three-bedroom and larger apartments it was higher for
all other size categories in Northern Manhattan Condo
prices rose slightly as their average price per square foot of $566 was up 1 from a
year ago The average price per room fell for both prewar and
postwar co-ops compared to a year ago
This report is based on 1901 reported Manhattan apartment sales 25 less than were reported during last yearrsquos comparable period
VILLAGE2 Fifth AvenueKevin Kovesci EVPManaging Director of Sales
TRIBECA43 North MooreKevin Kovesci EVPManaging Director of Sales
northErn Manhattan
Studio 1-Bedroom 2-Bedroom 3+Bedroom
Percent of Sales
4th Q 09 6 35 43 16
4th Q 10 8 38 38 16
Average Price
4th Q 09 $227611 $352759 $567332 $1101778
4th Q 10 $319798 $394509 $577071 $710832
Change 41 12 2 -35
$100
$500
$200
$300
$400
$600
$700
$0
4Q09 4Q10
4Q09
$563
4Q10
$566
$70000
$110000
$80000
$90000
$100000
$120000
$130000
$60000
Prewar
$120601 $97757
Postwar
$110104 $106330
Faculty Biographies
REAL PROPERTY SECTION gt Officer Bio
Chair Leo Genn Esq
Office Address Northside Center for Child Development 1301 Fifth Ave New York NY 10029-3119
Phone 212-426-3406 Fax 212-410-7561 Email lgenn_esqyahoocom
After working briefly as a litigator Mr Genn became House Counsel at NorthsideCenter for Child Development a Manhattan-based not for profit where he handles contract negotiations commercial leasing property management and insurance issues Mr Genn also writes government grants Before law school Mr Genn spent eight years managing commercial and residential real estate in New York City Mr Genn has also worked for New York Citys Office of Economic Development In March 2002 Mr Genns article on the notice requirements in foreclosure proceedings appeared on thecover of the New York Real Estate Law Reporter Mr Gennrsquos favorite law quote is Oliver Wendell Holmes remark A word is not a crystal transparent and unchanged it isthe skin of a living thought and may vary greatly in color and content according to thecircumstances and time in which it is used Mr Gennrsquos favorite case is Raffles v
ichelhaus and his favorite legal fiction is promissory estoppel W
Paul M Giddins Partner
Giddins Claman LLP Paul M Giddins is a partner at Giddins Claman LLP a law firm in New York City Mr Giddins received a Bachelor of Arts degree from Trinity College- Hartford and a law degree from American University Washington School of Law
LISA LIPPMAN | Senior Vice President Director | Licensed Associate Real Estate Broker
printer friendly page
1926 Broadway New York NY 10023 Tel (212) 588-5606 Fax (212) 418-9733 llippmanbhsusacom download contact info view current listings view sold listings
FEATURED PROPERTY - UPPER EAST SIDE
2COOPERATIVE
25 EAST 79TH STREET
rice $1299000
isting ID 1127158
PBedrooms 2 Baths 20 L
Lisa Lippman Senior Vice President and Director was the 1 broker at Brown Harris Stevens in 2009 With 13 years of experience selling real estate Lisa specializes in the sale of high end cooperatives condominiums and townhomes throughout Manhattan As is clear from her record even in tough times Lisa manages to both sell and find homes for her clients Other awards Lisa has won in the last few years include middotWall Street Journal top 400-Lisa was 11 in the nation and 2 in Manhattan 2009 middotWall Street Journal top 50 brokers in America 2007 middotBrown Harris Stevens Westside Office Broker of the Year All Years 2006 - 2009 middotBrown Harris Stevens Westside Office Listing Broker of the Year 2007 2008 2009 middotBrown Harris Stevens Largest New Development Deal of the Year 2009 Prior to becoming a real estate broker Lisa spent several years as a lawyer practicing litigation at two prestigious law firms She graduated from The University of Pennsylvania in 1986 and earned her law degree from Cardozo in 1990 Lisas legal background affords her a keen understanding of the negotiation process as well as the complexities needed to complete the deal A New York City resident for 24 years Lisa offers impeccable knowledge of the market as it applies across all neighborhoods She has lived downtown on the Upper East Side and has now resided on the Upper West Side for the past 14 years Additionally as the mother of three children Lisa is personally involved in the decisions all buyers face in choosing a neighborhood and a home Lisa takes pride in being a straight-forward intelligent and honest broker She understands the individual needs of each client as well as their comfort with the purchase andor sale process Her listening talents combined with her unbeatable memory work ethic and negotiation skills allow her to service her buyers and sellers most effectively Lisa is also active in the New York community including the UJA and her childrens school All of this enables her to offer a well-rounded approach to navigating the New York real estate landscape bringing to life the nuances and charms that the City and its real estate market have to offer
Steven M Nachman serves as Of Counsel to the firm in connection with
commercial and general litigation matters Mr Nachman formerly associated with
the firm of Stroock amp Stroock amp Lavan has over 20 years of civil litigation
experience
Giddins Claman LLP is proud to provide our clients with the benefits of our
collective experience as seasoned litigators and transactional real estate specialists
while maintaining our personal commitment to represent our clients in a manner
associated with a smaller practice
ManhattanResidential Market Report
Fourth Quarter 2010
Manhattan Cooperatives and Condominiums
2 Fourth Quarter 2010
Average and Median Sale Price
Cooperative Average Sale Price
Condominium Average Sale Price
Cover Property BrownHarrisStevenscom WEB272151
Average Sale Price Median Sale Price
Prices for Manhattan apartments continued to edge upward
as their average sale price of $1432787 was 8 higher
than a year ago This marked the sixth straight quarter that
the average price has risen While the number of recorded
transactions fell 25 from a year ago the fourth quarter of 2009
was uncharacteristically busy due to pent-up demand after the
collapse of Lehman Brothers had frozen the market earlier that year
The average co-op price continued to rise sharply as
more buyers favored larger apartments compared to a year ago Two-bedroom and larger
units accounted for 45 of co-op sales up from 40 a year ago This helped push
the overall average co-op price up 17 from 2009rsquos fourth
quarter to $1158333
Condo prices averaged $1751219 during the fourth
quarter 1 higher than a year ago One-bedrooms posted the
biggest increase in average price rising 9 over the past year
to $844964
Studio 1-Bedroom 2-Bedroom 3+Bedroom All
4th Q 10 $342545 $593718 $1231116 $3150700 $1158333
3rd Q 10 $366086 $606444 $1206257 $3049980 $1156733
2nd Q 10 $356696 $597311 $1301392 $2872496 $1065814
1st Q 10 $334307 $587538 $1132150 $3098881 $1079195
4th Q 09 $345725 $585238 $1133967 $3001012 $990921
Studio 1-Bedroom 2-Bedroom 3+Bedroom All
4th Q 10 $495002 $844964 $1637638 $4567750 $1751219
3rd Q 10 $495876 $809514 $1596021 $3835376 $1724180
2nd Q 10 $464559 $840829 $1570772 $3922994 $1686690
1st Q 10 $529970 $819785 $1608375 $4250098 $1730415
4th Q 09 $554568 $772525 $1583362 $4574080 $1732362
Average Sale Price Median Sale Price
$1600000
$1400000
$1200000
$1000000
$800000
$400000
$600000
$1369883 $820000
1Q10
$1324504 $800000
4Q09
$1432787 $840000
4Q10
$1423378 $890000
3Q10
$1377135 $842779
2Q10
Fourth Quarter 2010 3
New Developments Lofts
Time on the Market
Excludes new developments and units listed over one year Based on the last asking price Excludes new developments
Average Price Per Square Foot
New development prices averaged $1099 per square foot 11 less than during the fourth quarter of 2009 This was due in part to an increase in the percent of new development sales in Northern Manhattan from 9 a year ago to 15 At $1052 the average price per square foot for loft apartments was 3 higher than during 2009rsquos fourth quarter
Apartments sold during the quarter spent an average of 113 days on the market 14 less time than a year ago Sellers received 955 of the last asking price up slightly from the fourth quarter of 2009
Asking Vs Selling Price
$700
$900
$1100
$1300 $1099
4Q10
$1238
4Q09
$1146
1Q10 2Q10
$1176
$700
$900
$1100
$1300 $1052
4Q10
$1017
4Q09
$1037
1Q10
$1066
2Q10
$1112
3Q10
$1077
3Q10
75 days
100 days
125 days
150 days 113
4Q10
132
4Q09
119
1Q10
112
2Q10
85
90
95
100 955
4Q10
954
4Q09
962
1Q10
97
3Q10
959
3Q10
966
2Q10
Generally 59th to 96th Street Fifth Avenue to the East River
Cooperative Condominium
East sidE
4 Fourth Quarter 2010
Average Price Per Square Foot
At an average of $1581971 prices for two-bedroom East Side
apartments were 14 higher than a year ago The average price fell
13 for three-bedroom and larger apartments due in part to 2 closings
of over $30 million a year ago inflating that figure Co-ops fared better than condos as the average
price per room rose for both prewar and postwar co-ops over the past year
while the average condo price per square foot fell
Average Price Per Room
4Q09 4Q10
Studio 1-Bedroom 2-Bedroom 3+Bedroom
Percent of Sales
4th Q 09 10 35 36 19
4th Q 10 11 39 28 22
Average Price
4th Q 09 $351462 $647300 $1383364 $4146087
4th Q 10 $355459 $647207 $1581971 $3605513
Change 1 0 14 -13
$100000
$300000
$150000
$200000
$250000
$350000
$400000
$50000
$200
$1000
$400
$600
$800
$1200
$1400
$0
Postwar
$204713 $210559
Prewar
$348425 $383335
4Q10
$1126
4Q09
$1168
Generally 59th to 110th Street Hudson River to West of Fifth Avenue
WEst sidE
Fourth Quarter 2010 5
Cooperative CondominiumAverage Price Per Room Average Price Per Square Foot
With the exception of studios prices rose for all other size categories of apartments on
the West Side led by a 21 gain in the average price for
three-bedroom and larger units This increase was helped by
535 West End Avenue whose three-bedroom closing prices averaged over $115 million
in the fourth quarter Co-ops remained strong as the average
price per room rose 21 for prewar and 12 for postwar co-ops on the West Side The average condo price per square
foot rose 3 to $1309 making the West Side the only
area where both co-op and condo prices were higher
than a year ago
4Q09 4Q10
Studio 1-Bedroom 2-Bedroom 3+Bedroom
Percent of Sales
4th Q 09 10 37 37 16
4th Q 10 8 33 38 21
Average Price
4th Q 09 $417466 $656421 $1326640 $3325062
4th Q 10 $391228 $766529 $1378920 $4030338
Change -6 17 4 21
$125000
$225000
$150000
$175000
$200000
$250000
$275000
$100000
$200
$1000
$400
$600
$800
$1200
$1400
$0
4Q09
$1267
4Q10
$1309
Prewar
$215967 $260653
Postwar
$189264 $212348
MidtoWn East Generally 34th to 59th Street Fifth Avenue to the East River
MidtoWn
MidtoWn WEst Generally 34th to 59th Street Hudson River to West of Fifth Avenue
6 Fourth Quarter 2010
Cooperative Condominium
Cooperative Condominium
Average Price Per Room Average Price Per Square Foot
Average Price Per Room Average Price Per Square Foot
A couple of high-end closings at The Plaza and One Beacon Court helped bring the average condo price per square foot 27 higher in the Midtown East market compared
to a year ago The average price per room fell 5 for prewar while rising
8 for postwar co-ops
The average price per square foot rose 12 for condos over the
past year in the Midtown West market A number of closings at The Sheffield and Platinum
helped bring up this figure The average price per room fell for
both prewar and postwar co-ops in this market compared
to a year ago
$175000
$100000
$125000
$150000
$200000
$225000
$1000
$250
$500
$750
$1250
$1500
4Q09 4Q10
$212198 $200857
Prewar
$188662 $204639
Postwar
$1171
4Q09
$1485
4Q10
$252044 $199029 $231213 $221850 $1180$1055
4Q10Prewar Postwar 4Q09
$1000
$250
$500
$750
$1250
$1500
4Q09 4Q10
$200000
$50000
$100000
$150000
$250000
$300000
Cooperative Condominium
Fourth Quarter 2010 7
Average Price Per Room Average Price Per Square Foot
South of 34th Street
doWntoWn
While the average price fell 23 for three-bedroom and
larger apartments Downtown from a year ago a large
number of closings at the Superior Ink building inflated 2009rsquos figure This also is a reason why the overall condo
price per square foot fell 10 from a year ago The average
co-op price per room rose 13 for prewar and 4 for
postwar units from 2009rsquos fourth quarter
4Q09 4Q10
Studio 1-Bedroom 2-Bedroom 3+Bedroom
Percent of Sales
4th Q 09 17 43 28 12
4th Q 10 16 41 31 12
Average Price
4th Q 09 $452722 $704292 $1615877 $4665379
4th Q 10 $444618 $741919 $1581625 $3605513
Change -2 5 -2 -23
Prewar
$208503 $235826
Postwar
$188600 $195854
$100000
$200000
$125000
$150000
$175000
$225000
$250000
$75000
$800
$1200
$900
$1000
$1100
$1300
$1400
$700
4Q09
$1326
4Q10
$1194
Cooperative CondominiumAverage Price Per Room Average Price Per Square Foot
Generally North of 96th Street on the East Side and 110th Street on the West Side
NEW YORK CITY bull PALM BEACH bull THE HAMPTONS bull NORTH FORK 2129069200
EAST SIDE445 Park AvenueHall F Willkie PresidentRuth McCoy EVPManaging Director of Sales
UPPER EAST SIDE1121 Madison AvenuePeter R Marra EVPManaging Director of Sales
EDWARD LEE CAVE DIVISION790 Madison AvenueCaroline E Y GuthriePresident
WEST SIDE1926 BroadwayJames M Gricar EVP Managing Director of Sales
BROOKLYN HEIGHTS129 Montague StreetChristopher Thomas EVPManaging Director of Sales
PARK SLOPE100 Seventh AvenueMaryAnn Albano EVPManaging Director of Sales
NEW DEVELOPMENT445 Park Avenue James M GricarManaging DirectorBrown Harris Stevens On-Site Marketing and Sales
Prepared by Gregory Heym Chief Economist Brown Harris Stevenscopy2010 by Brown Harris Stevens All Rights Reserved This information may not be copied used or distributed without Brown Harris Stevensrsquo consent While information is believed true no guaranty is made of accuracy
While the average price fell for three-bedroom and larger apartments it was higher for
all other size categories in Northern Manhattan Condo
prices rose slightly as their average price per square foot of $566 was up 1 from a
year ago The average price per room fell for both prewar and
postwar co-ops compared to a year ago
This report is based on 1901 reported Manhattan apartment sales 25 less than were reported during last yearrsquos comparable period
VILLAGE2 Fifth AvenueKevin Kovesci EVPManaging Director of Sales
TRIBECA43 North MooreKevin Kovesci EVPManaging Director of Sales
northErn Manhattan
Studio 1-Bedroom 2-Bedroom 3+Bedroom
Percent of Sales
4th Q 09 6 35 43 16
4th Q 10 8 38 38 16
Average Price
4th Q 09 $227611 $352759 $567332 $1101778
4th Q 10 $319798 $394509 $577071 $710832
Change 41 12 2 -35
$100
$500
$200
$300
$400
$600
$700
$0
4Q09 4Q10
4Q09
$563
4Q10
$566
$70000
$110000
$80000
$90000
$100000
$120000
$130000
$60000
Prewar
$120601 $97757
Postwar
$110104 $106330
Faculty Biographies
REAL PROPERTY SECTION gt Officer Bio
Chair Leo Genn Esq
Office Address Northside Center for Child Development 1301 Fifth Ave New York NY 10029-3119
Phone 212-426-3406 Fax 212-410-7561 Email lgenn_esqyahoocom
After working briefly as a litigator Mr Genn became House Counsel at NorthsideCenter for Child Development a Manhattan-based not for profit where he handles contract negotiations commercial leasing property management and insurance issues Mr Genn also writes government grants Before law school Mr Genn spent eight years managing commercial and residential real estate in New York City Mr Genn has also worked for New York Citys Office of Economic Development In March 2002 Mr Genns article on the notice requirements in foreclosure proceedings appeared on thecover of the New York Real Estate Law Reporter Mr Gennrsquos favorite law quote is Oliver Wendell Holmes remark A word is not a crystal transparent and unchanged it isthe skin of a living thought and may vary greatly in color and content according to thecircumstances and time in which it is used Mr Gennrsquos favorite case is Raffles v
ichelhaus and his favorite legal fiction is promissory estoppel W
Paul M Giddins Partner
Giddins Claman LLP Paul M Giddins is a partner at Giddins Claman LLP a law firm in New York City Mr Giddins received a Bachelor of Arts degree from Trinity College- Hartford and a law degree from American University Washington School of Law
LISA LIPPMAN | Senior Vice President Director | Licensed Associate Real Estate Broker
printer friendly page
1926 Broadway New York NY 10023 Tel (212) 588-5606 Fax (212) 418-9733 llippmanbhsusacom download contact info view current listings view sold listings
FEATURED PROPERTY - UPPER EAST SIDE
2COOPERATIVE
25 EAST 79TH STREET
rice $1299000
isting ID 1127158
PBedrooms 2 Baths 20 L
Lisa Lippman Senior Vice President and Director was the 1 broker at Brown Harris Stevens in 2009 With 13 years of experience selling real estate Lisa specializes in the sale of high end cooperatives condominiums and townhomes throughout Manhattan As is clear from her record even in tough times Lisa manages to both sell and find homes for her clients Other awards Lisa has won in the last few years include middotWall Street Journal top 400-Lisa was 11 in the nation and 2 in Manhattan 2009 middotWall Street Journal top 50 brokers in America 2007 middotBrown Harris Stevens Westside Office Broker of the Year All Years 2006 - 2009 middotBrown Harris Stevens Westside Office Listing Broker of the Year 2007 2008 2009 middotBrown Harris Stevens Largest New Development Deal of the Year 2009 Prior to becoming a real estate broker Lisa spent several years as a lawyer practicing litigation at two prestigious law firms She graduated from The University of Pennsylvania in 1986 and earned her law degree from Cardozo in 1990 Lisas legal background affords her a keen understanding of the negotiation process as well as the complexities needed to complete the deal A New York City resident for 24 years Lisa offers impeccable knowledge of the market as it applies across all neighborhoods She has lived downtown on the Upper East Side and has now resided on the Upper West Side for the past 14 years Additionally as the mother of three children Lisa is personally involved in the decisions all buyers face in choosing a neighborhood and a home Lisa takes pride in being a straight-forward intelligent and honest broker She understands the individual needs of each client as well as their comfort with the purchase andor sale process Her listening talents combined with her unbeatable memory work ethic and negotiation skills allow her to service her buyers and sellers most effectively Lisa is also active in the New York community including the UJA and her childrens school All of this enables her to offer a well-rounded approach to navigating the New York real estate landscape bringing to life the nuances and charms that the City and its real estate market have to offer
ManhattanResidential Market Report
Fourth Quarter 2010
Manhattan Cooperatives and Condominiums
2 Fourth Quarter 2010
Average and Median Sale Price
Cooperative Average Sale Price
Condominium Average Sale Price
Cover Property BrownHarrisStevenscom WEB272151
Average Sale Price Median Sale Price
Prices for Manhattan apartments continued to edge upward
as their average sale price of $1432787 was 8 higher
than a year ago This marked the sixth straight quarter that
the average price has risen While the number of recorded
transactions fell 25 from a year ago the fourth quarter of 2009
was uncharacteristically busy due to pent-up demand after the
collapse of Lehman Brothers had frozen the market earlier that year
The average co-op price continued to rise sharply as
more buyers favored larger apartments compared to a year ago Two-bedroom and larger
units accounted for 45 of co-op sales up from 40 a year ago This helped push
the overall average co-op price up 17 from 2009rsquos fourth
quarter to $1158333
Condo prices averaged $1751219 during the fourth
quarter 1 higher than a year ago One-bedrooms posted the
biggest increase in average price rising 9 over the past year
to $844964
Studio 1-Bedroom 2-Bedroom 3+Bedroom All
4th Q 10 $342545 $593718 $1231116 $3150700 $1158333
3rd Q 10 $366086 $606444 $1206257 $3049980 $1156733
2nd Q 10 $356696 $597311 $1301392 $2872496 $1065814
1st Q 10 $334307 $587538 $1132150 $3098881 $1079195
4th Q 09 $345725 $585238 $1133967 $3001012 $990921
Studio 1-Bedroom 2-Bedroom 3+Bedroom All
4th Q 10 $495002 $844964 $1637638 $4567750 $1751219
3rd Q 10 $495876 $809514 $1596021 $3835376 $1724180
2nd Q 10 $464559 $840829 $1570772 $3922994 $1686690
1st Q 10 $529970 $819785 $1608375 $4250098 $1730415
4th Q 09 $554568 $772525 $1583362 $4574080 $1732362
Average Sale Price Median Sale Price
$1600000
$1400000
$1200000
$1000000
$800000
$400000
$600000
$1369883 $820000
1Q10
$1324504 $800000
4Q09
$1432787 $840000
4Q10
$1423378 $890000
3Q10
$1377135 $842779
2Q10
Fourth Quarter 2010 3
New Developments Lofts
Time on the Market
Excludes new developments and units listed over one year Based on the last asking price Excludes new developments
Average Price Per Square Foot
New development prices averaged $1099 per square foot 11 less than during the fourth quarter of 2009 This was due in part to an increase in the percent of new development sales in Northern Manhattan from 9 a year ago to 15 At $1052 the average price per square foot for loft apartments was 3 higher than during 2009rsquos fourth quarter
Apartments sold during the quarter spent an average of 113 days on the market 14 less time than a year ago Sellers received 955 of the last asking price up slightly from the fourth quarter of 2009
Asking Vs Selling Price
$700
$900
$1100
$1300 $1099
4Q10
$1238
4Q09
$1146
1Q10 2Q10
$1176
$700
$900
$1100
$1300 $1052
4Q10
$1017
4Q09
$1037
1Q10
$1066
2Q10
$1112
3Q10
$1077
3Q10
75 days
100 days
125 days
150 days 113
4Q10
132
4Q09
119
1Q10
112
2Q10
85
90
95
100 955
4Q10
954
4Q09
962
1Q10
97
3Q10
959
3Q10
966
2Q10
Generally 59th to 96th Street Fifth Avenue to the East River
Cooperative Condominium
East sidE
4 Fourth Quarter 2010
Average Price Per Square Foot
At an average of $1581971 prices for two-bedroom East Side
apartments were 14 higher than a year ago The average price fell
13 for three-bedroom and larger apartments due in part to 2 closings
of over $30 million a year ago inflating that figure Co-ops fared better than condos as the average
price per room rose for both prewar and postwar co-ops over the past year
while the average condo price per square foot fell
Average Price Per Room
4Q09 4Q10
Studio 1-Bedroom 2-Bedroom 3+Bedroom
Percent of Sales
4th Q 09 10 35 36 19
4th Q 10 11 39 28 22
Average Price
4th Q 09 $351462 $647300 $1383364 $4146087
4th Q 10 $355459 $647207 $1581971 $3605513
Change 1 0 14 -13
$100000
$300000
$150000
$200000
$250000
$350000
$400000
$50000
$200
$1000
$400
$600
$800
$1200
$1400
$0
Postwar
$204713 $210559
Prewar
$348425 $383335
4Q10
$1126
4Q09
$1168
Generally 59th to 110th Street Hudson River to West of Fifth Avenue
WEst sidE
Fourth Quarter 2010 5
Cooperative CondominiumAverage Price Per Room Average Price Per Square Foot
With the exception of studios prices rose for all other size categories of apartments on
the West Side led by a 21 gain in the average price for
three-bedroom and larger units This increase was helped by
535 West End Avenue whose three-bedroom closing prices averaged over $115 million
in the fourth quarter Co-ops remained strong as the average
price per room rose 21 for prewar and 12 for postwar co-ops on the West Side The average condo price per square
foot rose 3 to $1309 making the West Side the only
area where both co-op and condo prices were higher
than a year ago
4Q09 4Q10
Studio 1-Bedroom 2-Bedroom 3+Bedroom
Percent of Sales
4th Q 09 10 37 37 16
4th Q 10 8 33 38 21
Average Price
4th Q 09 $417466 $656421 $1326640 $3325062
4th Q 10 $391228 $766529 $1378920 $4030338
Change -6 17 4 21
$125000
$225000
$150000
$175000
$200000
$250000
$275000
$100000
$200
$1000
$400
$600
$800
$1200
$1400
$0
4Q09
$1267
4Q10
$1309
Prewar
$215967 $260653
Postwar
$189264 $212348
MidtoWn East Generally 34th to 59th Street Fifth Avenue to the East River
MidtoWn
MidtoWn WEst Generally 34th to 59th Street Hudson River to West of Fifth Avenue
6 Fourth Quarter 2010
Cooperative Condominium
Cooperative Condominium
Average Price Per Room Average Price Per Square Foot
Average Price Per Room Average Price Per Square Foot
A couple of high-end closings at The Plaza and One Beacon Court helped bring the average condo price per square foot 27 higher in the Midtown East market compared
to a year ago The average price per room fell 5 for prewar while rising
8 for postwar co-ops
The average price per square foot rose 12 for condos over the
past year in the Midtown West market A number of closings at The Sheffield and Platinum
helped bring up this figure The average price per room fell for
both prewar and postwar co-ops in this market compared
to a year ago
$175000
$100000
$125000
$150000
$200000
$225000
$1000
$250
$500
$750
$1250
$1500
4Q09 4Q10
$212198 $200857
Prewar
$188662 $204639
Postwar
$1171
4Q09
$1485
4Q10
$252044 $199029 $231213 $221850 $1180$1055
4Q10Prewar Postwar 4Q09
$1000
$250
$500
$750
$1250
$1500
4Q09 4Q10
$200000
$50000
$100000
$150000
$250000
$300000
Cooperative Condominium
Fourth Quarter 2010 7
Average Price Per Room Average Price Per Square Foot
South of 34th Street
doWntoWn
While the average price fell 23 for three-bedroom and
larger apartments Downtown from a year ago a large
number of closings at the Superior Ink building inflated 2009rsquos figure This also is a reason why the overall condo
price per square foot fell 10 from a year ago The average
co-op price per room rose 13 for prewar and 4 for
postwar units from 2009rsquos fourth quarter
4Q09 4Q10
Studio 1-Bedroom 2-Bedroom 3+Bedroom
Percent of Sales
4th Q 09 17 43 28 12
4th Q 10 16 41 31 12
Average Price
4th Q 09 $452722 $704292 $1615877 $4665379
4th Q 10 $444618 $741919 $1581625 $3605513
Change -2 5 -2 -23
Prewar
$208503 $235826
Postwar
$188600 $195854
$100000
$200000
$125000
$150000
$175000
$225000
$250000
$75000
$800
$1200
$900
$1000
$1100
$1300
$1400
$700
4Q09
$1326
4Q10
$1194
Cooperative CondominiumAverage Price Per Room Average Price Per Square Foot
Generally North of 96th Street on the East Side and 110th Street on the West Side
NEW YORK CITY bull PALM BEACH bull THE HAMPTONS bull NORTH FORK 2129069200
EAST SIDE445 Park AvenueHall F Willkie PresidentRuth McCoy EVPManaging Director of Sales
UPPER EAST SIDE1121 Madison AvenuePeter R Marra EVPManaging Director of Sales
EDWARD LEE CAVE DIVISION790 Madison AvenueCaroline E Y GuthriePresident
WEST SIDE1926 BroadwayJames M Gricar EVP Managing Director of Sales
BROOKLYN HEIGHTS129 Montague StreetChristopher Thomas EVPManaging Director of Sales
PARK SLOPE100 Seventh AvenueMaryAnn Albano EVPManaging Director of Sales
NEW DEVELOPMENT445 Park Avenue James M GricarManaging DirectorBrown Harris Stevens On-Site Marketing and Sales
Prepared by Gregory Heym Chief Economist Brown Harris Stevenscopy2010 by Brown Harris Stevens All Rights Reserved This information may not be copied used or distributed without Brown Harris Stevensrsquo consent While information is believed true no guaranty is made of accuracy
While the average price fell for three-bedroom and larger apartments it was higher for
all other size categories in Northern Manhattan Condo
prices rose slightly as their average price per square foot of $566 was up 1 from a
year ago The average price per room fell for both prewar and
postwar co-ops compared to a year ago
This report is based on 1901 reported Manhattan apartment sales 25 less than were reported during last yearrsquos comparable period
VILLAGE2 Fifth AvenueKevin Kovesci EVPManaging Director of Sales
TRIBECA43 North MooreKevin Kovesci EVPManaging Director of Sales
northErn Manhattan
Studio 1-Bedroom 2-Bedroom 3+Bedroom
Percent of Sales
4th Q 09 6 35 43 16
4th Q 10 8 38 38 16
Average Price
4th Q 09 $227611 $352759 $567332 $1101778
4th Q 10 $319798 $394509 $577071 $710832
Change 41 12 2 -35
$100
$500
$200
$300
$400
$600
$700
$0
4Q09 4Q10
4Q09
$563
4Q10
$566
$70000
$110000
$80000
$90000
$100000
$120000
$130000
$60000
Prewar
$120601 $97757
Postwar
$110104 $106330
Faculty Biographies
REAL PROPERTY SECTION gt Officer Bio
Chair Leo Genn Esq
Office Address Northside Center for Child Development 1301 Fifth Ave New York NY 10029-3119
Phone 212-426-3406 Fax 212-410-7561 Email lgenn_esqyahoocom
After working briefly as a litigator Mr Genn became House Counsel at NorthsideCenter for Child Development a Manhattan-based not for profit where he handles contract negotiations commercial leasing property management and insurance issues Mr Genn also writes government grants Before law school Mr Genn spent eight years managing commercial and residential real estate in New York City Mr Genn has also worked for New York Citys Office of Economic Development In March 2002 Mr Genns article on the notice requirements in foreclosure proceedings appeared on thecover of the New York Real Estate Law Reporter Mr Gennrsquos favorite law quote is Oliver Wendell Holmes remark A word is not a crystal transparent and unchanged it isthe skin of a living thought and may vary greatly in color and content according to thecircumstances and time in which it is used Mr Gennrsquos favorite case is Raffles v
ichelhaus and his favorite legal fiction is promissory estoppel W
Paul M Giddins Partner
Giddins Claman LLP Paul M Giddins is a partner at Giddins Claman LLP a law firm in New York City Mr Giddins received a Bachelor of Arts degree from Trinity College- Hartford and a law degree from American University Washington School of Law
LISA LIPPMAN | Senior Vice President Director | Licensed Associate Real Estate Broker
printer friendly page
1926 Broadway New York NY 10023 Tel (212) 588-5606 Fax (212) 418-9733 llippmanbhsusacom download contact info view current listings view sold listings
FEATURED PROPERTY - UPPER EAST SIDE
2COOPERATIVE
25 EAST 79TH STREET
rice $1299000
isting ID 1127158
PBedrooms 2 Baths 20 L
Lisa Lippman Senior Vice President and Director was the 1 broker at Brown Harris Stevens in 2009 With 13 years of experience selling real estate Lisa specializes in the sale of high end cooperatives condominiums and townhomes throughout Manhattan As is clear from her record even in tough times Lisa manages to both sell and find homes for her clients Other awards Lisa has won in the last few years include middotWall Street Journal top 400-Lisa was 11 in the nation and 2 in Manhattan 2009 middotWall Street Journal top 50 brokers in America 2007 middotBrown Harris Stevens Westside Office Broker of the Year All Years 2006 - 2009 middotBrown Harris Stevens Westside Office Listing Broker of the Year 2007 2008 2009 middotBrown Harris Stevens Largest New Development Deal of the Year 2009 Prior to becoming a real estate broker Lisa spent several years as a lawyer practicing litigation at two prestigious law firms She graduated from The University of Pennsylvania in 1986 and earned her law degree from Cardozo in 1990 Lisas legal background affords her a keen understanding of the negotiation process as well as the complexities needed to complete the deal A New York City resident for 24 years Lisa offers impeccable knowledge of the market as it applies across all neighborhoods She has lived downtown on the Upper East Side and has now resided on the Upper West Side for the past 14 years Additionally as the mother of three children Lisa is personally involved in the decisions all buyers face in choosing a neighborhood and a home Lisa takes pride in being a straight-forward intelligent and honest broker She understands the individual needs of each client as well as their comfort with the purchase andor sale process Her listening talents combined with her unbeatable memory work ethic and negotiation skills allow her to service her buyers and sellers most effectively Lisa is also active in the New York community including the UJA and her childrens school All of this enables her to offer a well-rounded approach to navigating the New York real estate landscape bringing to life the nuances and charms that the City and its real estate market have to offer
Manhattan Cooperatives and Condominiums
2 Fourth Quarter 2010
Average and Median Sale Price
Cooperative Average Sale Price
Condominium Average Sale Price
Cover Property BrownHarrisStevenscom WEB272151
Average Sale Price Median Sale Price
Prices for Manhattan apartments continued to edge upward
as their average sale price of $1432787 was 8 higher
than a year ago This marked the sixth straight quarter that
the average price has risen While the number of recorded
transactions fell 25 from a year ago the fourth quarter of 2009
was uncharacteristically busy due to pent-up demand after the
collapse of Lehman Brothers had frozen the market earlier that year
The average co-op price continued to rise sharply as
more buyers favored larger apartments compared to a year ago Two-bedroom and larger
units accounted for 45 of co-op sales up from 40 a year ago This helped push
the overall average co-op price up 17 from 2009rsquos fourth
quarter to $1158333
Condo prices averaged $1751219 during the fourth
quarter 1 higher than a year ago One-bedrooms posted the
biggest increase in average price rising 9 over the past year
to $844964
Studio 1-Bedroom 2-Bedroom 3+Bedroom All
4th Q 10 $342545 $593718 $1231116 $3150700 $1158333
3rd Q 10 $366086 $606444 $1206257 $3049980 $1156733
2nd Q 10 $356696 $597311 $1301392 $2872496 $1065814
1st Q 10 $334307 $587538 $1132150 $3098881 $1079195
4th Q 09 $345725 $585238 $1133967 $3001012 $990921
Studio 1-Bedroom 2-Bedroom 3+Bedroom All
4th Q 10 $495002 $844964 $1637638 $4567750 $1751219
3rd Q 10 $495876 $809514 $1596021 $3835376 $1724180
2nd Q 10 $464559 $840829 $1570772 $3922994 $1686690
1st Q 10 $529970 $819785 $1608375 $4250098 $1730415
4th Q 09 $554568 $772525 $1583362 $4574080 $1732362
Average Sale Price Median Sale Price
$1600000
$1400000
$1200000
$1000000
$800000
$400000
$600000
$1369883 $820000
1Q10
$1324504 $800000
4Q09
$1432787 $840000
4Q10
$1423378 $890000
3Q10
$1377135 $842779
2Q10
Fourth Quarter 2010 3
New Developments Lofts
Time on the Market
Excludes new developments and units listed over one year Based on the last asking price Excludes new developments
Average Price Per Square Foot
New development prices averaged $1099 per square foot 11 less than during the fourth quarter of 2009 This was due in part to an increase in the percent of new development sales in Northern Manhattan from 9 a year ago to 15 At $1052 the average price per square foot for loft apartments was 3 higher than during 2009rsquos fourth quarter
Apartments sold during the quarter spent an average of 113 days on the market 14 less time than a year ago Sellers received 955 of the last asking price up slightly from the fourth quarter of 2009
Asking Vs Selling Price
$700
$900
$1100
$1300 $1099
4Q10
$1238
4Q09
$1146
1Q10 2Q10
$1176
$700
$900
$1100
$1300 $1052
4Q10
$1017
4Q09
$1037
1Q10
$1066
2Q10
$1112
3Q10
$1077
3Q10
75 days
100 days
125 days
150 days 113
4Q10
132
4Q09
119
1Q10
112
2Q10
85
90
95
100 955
4Q10
954
4Q09
962
1Q10
97
3Q10
959
3Q10
966
2Q10
Generally 59th to 96th Street Fifth Avenue to the East River
Cooperative Condominium
East sidE
4 Fourth Quarter 2010
Average Price Per Square Foot
At an average of $1581971 prices for two-bedroom East Side
apartments were 14 higher than a year ago The average price fell
13 for three-bedroom and larger apartments due in part to 2 closings
of over $30 million a year ago inflating that figure Co-ops fared better than condos as the average
price per room rose for both prewar and postwar co-ops over the past year
while the average condo price per square foot fell
Average Price Per Room
4Q09 4Q10
Studio 1-Bedroom 2-Bedroom 3+Bedroom
Percent of Sales
4th Q 09 10 35 36 19
4th Q 10 11 39 28 22
Average Price
4th Q 09 $351462 $647300 $1383364 $4146087
4th Q 10 $355459 $647207 $1581971 $3605513
Change 1 0 14 -13
$100000
$300000
$150000
$200000
$250000
$350000
$400000
$50000
$200
$1000
$400
$600
$800
$1200
$1400
$0
Postwar
$204713 $210559
Prewar
$348425 $383335
4Q10
$1126
4Q09
$1168
Generally 59th to 110th Street Hudson River to West of Fifth Avenue
WEst sidE
Fourth Quarter 2010 5
Cooperative CondominiumAverage Price Per Room Average Price Per Square Foot
With the exception of studios prices rose for all other size categories of apartments on
the West Side led by a 21 gain in the average price for
three-bedroom and larger units This increase was helped by
535 West End Avenue whose three-bedroom closing prices averaged over $115 million
in the fourth quarter Co-ops remained strong as the average
price per room rose 21 for prewar and 12 for postwar co-ops on the West Side The average condo price per square
foot rose 3 to $1309 making the West Side the only
area where both co-op and condo prices were higher
than a year ago
4Q09 4Q10
Studio 1-Bedroom 2-Bedroom 3+Bedroom
Percent of Sales
4th Q 09 10 37 37 16
4th Q 10 8 33 38 21
Average Price
4th Q 09 $417466 $656421 $1326640 $3325062
4th Q 10 $391228 $766529 $1378920 $4030338
Change -6 17 4 21
$125000
$225000
$150000
$175000
$200000
$250000
$275000
$100000
$200
$1000
$400
$600
$800
$1200
$1400
$0
4Q09
$1267
4Q10
$1309
Prewar
$215967 $260653
Postwar
$189264 $212348
MidtoWn East Generally 34th to 59th Street Fifth Avenue to the East River
MidtoWn
MidtoWn WEst Generally 34th to 59th Street Hudson River to West of Fifth Avenue
6 Fourth Quarter 2010
Cooperative Condominium
Cooperative Condominium
Average Price Per Room Average Price Per Square Foot
Average Price Per Room Average Price Per Square Foot
A couple of high-end closings at The Plaza and One Beacon Court helped bring the average condo price per square foot 27 higher in the Midtown East market compared
to a year ago The average price per room fell 5 for prewar while rising
8 for postwar co-ops
The average price per square foot rose 12 for condos over the
past year in the Midtown West market A number of closings at The Sheffield and Platinum
helped bring up this figure The average price per room fell for
both prewar and postwar co-ops in this market compared
to a year ago
$175000
$100000
$125000
$150000
$200000
$225000
$1000
$250
$500
$750
$1250
$1500
4Q09 4Q10
$212198 $200857
Prewar
$188662 $204639
Postwar
$1171
4Q09
$1485
4Q10
$252044 $199029 $231213 $221850 $1180$1055
4Q10Prewar Postwar 4Q09
$1000
$250
$500
$750
$1250
$1500
4Q09 4Q10
$200000
$50000
$100000
$150000
$250000
$300000
Cooperative Condominium
Fourth Quarter 2010 7
Average Price Per Room Average Price Per Square Foot
South of 34th Street
doWntoWn
While the average price fell 23 for three-bedroom and
larger apartments Downtown from a year ago a large
number of closings at the Superior Ink building inflated 2009rsquos figure This also is a reason why the overall condo
price per square foot fell 10 from a year ago The average
co-op price per room rose 13 for prewar and 4 for
postwar units from 2009rsquos fourth quarter
4Q09 4Q10
Studio 1-Bedroom 2-Bedroom 3+Bedroom
Percent of Sales
4th Q 09 17 43 28 12
4th Q 10 16 41 31 12
Average Price
4th Q 09 $452722 $704292 $1615877 $4665379
4th Q 10 $444618 $741919 $1581625 $3605513
Change -2 5 -2 -23
Prewar
$208503 $235826
Postwar
$188600 $195854
$100000
$200000
$125000
$150000
$175000
$225000
$250000
$75000
$800
$1200
$900
$1000
$1100
$1300
$1400
$700
4Q09
$1326
4Q10
$1194
Cooperative CondominiumAverage Price Per Room Average Price Per Square Foot
Generally North of 96th Street on the East Side and 110th Street on the West Side
NEW YORK CITY bull PALM BEACH bull THE HAMPTONS bull NORTH FORK 2129069200
EAST SIDE445 Park AvenueHall F Willkie PresidentRuth McCoy EVPManaging Director of Sales
UPPER EAST SIDE1121 Madison AvenuePeter R Marra EVPManaging Director of Sales
EDWARD LEE CAVE DIVISION790 Madison AvenueCaroline E Y GuthriePresident
WEST SIDE1926 BroadwayJames M Gricar EVP Managing Director of Sales
BROOKLYN HEIGHTS129 Montague StreetChristopher Thomas EVPManaging Director of Sales
PARK SLOPE100 Seventh AvenueMaryAnn Albano EVPManaging Director of Sales
NEW DEVELOPMENT445 Park Avenue James M GricarManaging DirectorBrown Harris Stevens On-Site Marketing and Sales
Prepared by Gregory Heym Chief Economist Brown Harris Stevenscopy2010 by Brown Harris Stevens All Rights Reserved This information may not be copied used or distributed without Brown Harris Stevensrsquo consent While information is believed true no guaranty is made of accuracy
While the average price fell for three-bedroom and larger apartments it was higher for
all other size categories in Northern Manhattan Condo
prices rose slightly as their average price per square foot of $566 was up 1 from a
year ago The average price per room fell for both prewar and
postwar co-ops compared to a year ago
This report is based on 1901 reported Manhattan apartment sales 25 less than were reported during last yearrsquos comparable period
VILLAGE2 Fifth AvenueKevin Kovesci EVPManaging Director of Sales
TRIBECA43 North MooreKevin Kovesci EVPManaging Director of Sales
northErn Manhattan
Studio 1-Bedroom 2-Bedroom 3+Bedroom
Percent of Sales
4th Q 09 6 35 43 16
4th Q 10 8 38 38 16
Average Price
4th Q 09 $227611 $352759 $567332 $1101778
4th Q 10 $319798 $394509 $577071 $710832
Change 41 12 2 -35
$100
$500
$200
$300
$400
$600
$700
$0
4Q09 4Q10
4Q09
$563
4Q10
$566
$70000
$110000
$80000
$90000
$100000
$120000
$130000
$60000
Prewar
$120601 $97757
Postwar
$110104 $106330
Faculty Biographies
REAL PROPERTY SECTION gt Officer Bio
Chair Leo Genn Esq
Office Address Northside Center for Child Development 1301 Fifth Ave New York NY 10029-3119
Phone 212-426-3406 Fax 212-410-7561 Email lgenn_esqyahoocom
After working briefly as a litigator Mr Genn became House Counsel at NorthsideCenter for Child Development a Manhattan-based not for profit where he handles contract negotiations commercial leasing property management and insurance issues Mr Genn also writes government grants Before law school Mr Genn spent eight years managing commercial and residential real estate in New York City Mr Genn has also worked for New York Citys Office of Economic Development In March 2002 Mr Genns article on the notice requirements in foreclosure proceedings appeared on thecover of the New York Real Estate Law Reporter Mr Gennrsquos favorite law quote is Oliver Wendell Holmes remark A word is not a crystal transparent and unchanged it isthe skin of a living thought and may vary greatly in color and content according to thecircumstances and time in which it is used Mr Gennrsquos favorite case is Raffles v
ichelhaus and his favorite legal fiction is promissory estoppel W
Paul M Giddins Partner
Giddins Claman LLP Paul M Giddins is a partner at Giddins Claman LLP a law firm in New York City Mr Giddins received a Bachelor of Arts degree from Trinity College- Hartford and a law degree from American University Washington School of Law
LISA LIPPMAN | Senior Vice President Director | Licensed Associate Real Estate Broker
printer friendly page
1926 Broadway New York NY 10023 Tel (212) 588-5606 Fax (212) 418-9733 llippmanbhsusacom download contact info view current listings view sold listings
FEATURED PROPERTY - UPPER EAST SIDE
2COOPERATIVE
25 EAST 79TH STREET
rice $1299000
isting ID 1127158
PBedrooms 2 Baths 20 L
Lisa Lippman Senior Vice President and Director was the 1 broker at Brown Harris Stevens in 2009 With 13 years of experience selling real estate Lisa specializes in the sale of high end cooperatives condominiums and townhomes throughout Manhattan As is clear from her record even in tough times Lisa manages to both sell and find homes for her clients Other awards Lisa has won in the last few years include middotWall Street Journal top 400-Lisa was 11 in the nation and 2 in Manhattan 2009 middotWall Street Journal top 50 brokers in America 2007 middotBrown Harris Stevens Westside Office Broker of the Year All Years 2006 - 2009 middotBrown Harris Stevens Westside Office Listing Broker of the Year 2007 2008 2009 middotBrown Harris Stevens Largest New Development Deal of the Year 2009 Prior to becoming a real estate broker Lisa spent several years as a lawyer practicing litigation at two prestigious law firms She graduated from The University of Pennsylvania in 1986 and earned her law degree from Cardozo in 1990 Lisas legal background affords her a keen understanding of the negotiation process as well as the complexities needed to complete the deal A New York City resident for 24 years Lisa offers impeccable knowledge of the market as it applies across all neighborhoods She has lived downtown on the Upper East Side and has now resided on the Upper West Side for the past 14 years Additionally as the mother of three children Lisa is personally involved in the decisions all buyers face in choosing a neighborhood and a home Lisa takes pride in being a straight-forward intelligent and honest broker She understands the individual needs of each client as well as their comfort with the purchase andor sale process Her listening talents combined with her unbeatable memory work ethic and negotiation skills allow her to service her buyers and sellers most effectively Lisa is also active in the New York community including the UJA and her childrens school All of this enables her to offer a well-rounded approach to navigating the New York real estate landscape bringing to life the nuances and charms that the City and its real estate market have to offer
Fourth Quarter 2010 3
New Developments Lofts
Time on the Market
Excludes new developments and units listed over one year Based on the last asking price Excludes new developments
Average Price Per Square Foot
New development prices averaged $1099 per square foot 11 less than during the fourth quarter of 2009 This was due in part to an increase in the percent of new development sales in Northern Manhattan from 9 a year ago to 15 At $1052 the average price per square foot for loft apartments was 3 higher than during 2009rsquos fourth quarter
Apartments sold during the quarter spent an average of 113 days on the market 14 less time than a year ago Sellers received 955 of the last asking price up slightly from the fourth quarter of 2009
Asking Vs Selling Price
$700
$900
$1100
$1300 $1099
4Q10
$1238
4Q09
$1146
1Q10 2Q10
$1176
$700
$900
$1100
$1300 $1052
4Q10
$1017
4Q09
$1037
1Q10
$1066
2Q10
$1112
3Q10
$1077
3Q10
75 days
100 days
125 days
150 days 113
4Q10
132
4Q09
119
1Q10
112
2Q10
85
90
95
100 955
4Q10
954
4Q09
962
1Q10
97
3Q10
959
3Q10
966
2Q10
Generally 59th to 96th Street Fifth Avenue to the East River
Cooperative Condominium
East sidE
4 Fourth Quarter 2010
Average Price Per Square Foot
At an average of $1581971 prices for two-bedroom East Side
apartments were 14 higher than a year ago The average price fell
13 for three-bedroom and larger apartments due in part to 2 closings
of over $30 million a year ago inflating that figure Co-ops fared better than condos as the average
price per room rose for both prewar and postwar co-ops over the past year
while the average condo price per square foot fell
Average Price Per Room
4Q09 4Q10
Studio 1-Bedroom 2-Bedroom 3+Bedroom
Percent of Sales
4th Q 09 10 35 36 19
4th Q 10 11 39 28 22
Average Price
4th Q 09 $351462 $647300 $1383364 $4146087
4th Q 10 $355459 $647207 $1581971 $3605513
Change 1 0 14 -13
$100000
$300000
$150000
$200000
$250000
$350000
$400000
$50000
$200
$1000
$400
$600
$800
$1200
$1400
$0
Postwar
$204713 $210559
Prewar
$348425 $383335
4Q10
$1126
4Q09
$1168
Generally 59th to 110th Street Hudson River to West of Fifth Avenue
WEst sidE
Fourth Quarter 2010 5
Cooperative CondominiumAverage Price Per Room Average Price Per Square Foot
With the exception of studios prices rose for all other size categories of apartments on
the West Side led by a 21 gain in the average price for
three-bedroom and larger units This increase was helped by
535 West End Avenue whose three-bedroom closing prices averaged over $115 million
in the fourth quarter Co-ops remained strong as the average
price per room rose 21 for prewar and 12 for postwar co-ops on the West Side The average condo price per square
foot rose 3 to $1309 making the West Side the only
area where both co-op and condo prices were higher
than a year ago
4Q09 4Q10
Studio 1-Bedroom 2-Bedroom 3+Bedroom
Percent of Sales
4th Q 09 10 37 37 16
4th Q 10 8 33 38 21
Average Price
4th Q 09 $417466 $656421 $1326640 $3325062
4th Q 10 $391228 $766529 $1378920 $4030338
Change -6 17 4 21
$125000
$225000
$150000
$175000
$200000
$250000
$275000
$100000
$200
$1000
$400
$600
$800
$1200
$1400
$0
4Q09
$1267
4Q10
$1309
Prewar
$215967 $260653
Postwar
$189264 $212348
MidtoWn East Generally 34th to 59th Street Fifth Avenue to the East River
MidtoWn
MidtoWn WEst Generally 34th to 59th Street Hudson River to West of Fifth Avenue
6 Fourth Quarter 2010
Cooperative Condominium
Cooperative Condominium
Average Price Per Room Average Price Per Square Foot
Average Price Per Room Average Price Per Square Foot
A couple of high-end closings at The Plaza and One Beacon Court helped bring the average condo price per square foot 27 higher in the Midtown East market compared
to a year ago The average price per room fell 5 for prewar while rising
8 for postwar co-ops
The average price per square foot rose 12 for condos over the
past year in the Midtown West market A number of closings at The Sheffield and Platinum
helped bring up this figure The average price per room fell for
both prewar and postwar co-ops in this market compared
to a year ago
$175000
$100000
$125000
$150000
$200000
$225000
$1000
$250
$500
$750
$1250
$1500
4Q09 4Q10
$212198 $200857
Prewar
$188662 $204639
Postwar
$1171
4Q09
$1485
4Q10
$252044 $199029 $231213 $221850 $1180$1055
4Q10Prewar Postwar 4Q09
$1000
$250
$500
$750
$1250
$1500
4Q09 4Q10
$200000
$50000
$100000
$150000
$250000
$300000
Cooperative Condominium
Fourth Quarter 2010 7
Average Price Per Room Average Price Per Square Foot
South of 34th Street
doWntoWn
While the average price fell 23 for three-bedroom and
larger apartments Downtown from a year ago a large
number of closings at the Superior Ink building inflated 2009rsquos figure This also is a reason why the overall condo
price per square foot fell 10 from a year ago The average
co-op price per room rose 13 for prewar and 4 for
postwar units from 2009rsquos fourth quarter
4Q09 4Q10
Studio 1-Bedroom 2-Bedroom 3+Bedroom
Percent of Sales
4th Q 09 17 43 28 12
4th Q 10 16 41 31 12
Average Price
4th Q 09 $452722 $704292 $1615877 $4665379
4th Q 10 $444618 $741919 $1581625 $3605513
Change -2 5 -2 -23
Prewar
$208503 $235826
Postwar
$188600 $195854
$100000
$200000
$125000
$150000
$175000
$225000
$250000
$75000
$800
$1200
$900
$1000
$1100
$1300
$1400
$700
4Q09
$1326
4Q10
$1194
Cooperative CondominiumAverage Price Per Room Average Price Per Square Foot
Generally North of 96th Street on the East Side and 110th Street on the West Side
NEW YORK CITY bull PALM BEACH bull THE HAMPTONS bull NORTH FORK 2129069200
EAST SIDE445 Park AvenueHall F Willkie PresidentRuth McCoy EVPManaging Director of Sales
UPPER EAST SIDE1121 Madison AvenuePeter R Marra EVPManaging Director of Sales
EDWARD LEE CAVE DIVISION790 Madison AvenueCaroline E Y GuthriePresident
WEST SIDE1926 BroadwayJames M Gricar EVP Managing Director of Sales
BROOKLYN HEIGHTS129 Montague StreetChristopher Thomas EVPManaging Director of Sales
PARK SLOPE100 Seventh AvenueMaryAnn Albano EVPManaging Director of Sales
NEW DEVELOPMENT445 Park Avenue James M GricarManaging DirectorBrown Harris Stevens On-Site Marketing and Sales
Prepared by Gregory Heym Chief Economist Brown Harris Stevenscopy2010 by Brown Harris Stevens All Rights Reserved This information may not be copied used or distributed without Brown Harris Stevensrsquo consent While information is believed true no guaranty is made of accuracy
While the average price fell for three-bedroom and larger apartments it was higher for
all other size categories in Northern Manhattan Condo
prices rose slightly as their average price per square foot of $566 was up 1 from a
year ago The average price per room fell for both prewar and
postwar co-ops compared to a year ago
This report is based on 1901 reported Manhattan apartment sales 25 less than were reported during last yearrsquos comparable period
VILLAGE2 Fifth AvenueKevin Kovesci EVPManaging Director of Sales
TRIBECA43 North MooreKevin Kovesci EVPManaging Director of Sales
northErn Manhattan
Studio 1-Bedroom 2-Bedroom 3+Bedroom
Percent of Sales
4th Q 09 6 35 43 16
4th Q 10 8 38 38 16
Average Price
4th Q 09 $227611 $352759 $567332 $1101778
4th Q 10 $319798 $394509 $577071 $710832
Change 41 12 2 -35
$100
$500
$200
$300
$400
$600
$700
$0
4Q09 4Q10
4Q09
$563
4Q10
$566
$70000
$110000
$80000
$90000
$100000
$120000
$130000
$60000
Prewar
$120601 $97757
Postwar
$110104 $106330
Faculty Biographies
REAL PROPERTY SECTION gt Officer Bio
Chair Leo Genn Esq
Office Address Northside Center for Child Development 1301 Fifth Ave New York NY 10029-3119
Phone 212-426-3406 Fax 212-410-7561 Email lgenn_esqyahoocom
After working briefly as a litigator Mr Genn became House Counsel at NorthsideCenter for Child Development a Manhattan-based not for profit where he handles contract negotiations commercial leasing property management and insurance issues Mr Genn also writes government grants Before law school Mr Genn spent eight years managing commercial and residential real estate in New York City Mr Genn has also worked for New York Citys Office of Economic Development In March 2002 Mr Genns article on the notice requirements in foreclosure proceedings appeared on thecover of the New York Real Estate Law Reporter Mr Gennrsquos favorite law quote is Oliver Wendell Holmes remark A word is not a crystal transparent and unchanged it isthe skin of a living thought and may vary greatly in color and content according to thecircumstances and time in which it is used Mr Gennrsquos favorite case is Raffles v
ichelhaus and his favorite legal fiction is promissory estoppel W
Paul M Giddins Partner
Giddins Claman LLP Paul M Giddins is a partner at Giddins Claman LLP a law firm in New York City Mr Giddins received a Bachelor of Arts degree from Trinity College- Hartford and a law degree from American University Washington School of Law
LISA LIPPMAN | Senior Vice President Director | Licensed Associate Real Estate Broker
printer friendly page
1926 Broadway New York NY 10023 Tel (212) 588-5606 Fax (212) 418-9733 llippmanbhsusacom download contact info view current listings view sold listings
FEATURED PROPERTY - UPPER EAST SIDE
2COOPERATIVE
25 EAST 79TH STREET
rice $1299000
isting ID 1127158
PBedrooms 2 Baths 20 L
Lisa Lippman Senior Vice President and Director was the 1 broker at Brown Harris Stevens in 2009 With 13 years of experience selling real estate Lisa specializes in the sale of high end cooperatives condominiums and townhomes throughout Manhattan As is clear from her record even in tough times Lisa manages to both sell and find homes for her clients Other awards Lisa has won in the last few years include middotWall Street Journal top 400-Lisa was 11 in the nation and 2 in Manhattan 2009 middotWall Street Journal top 50 brokers in America 2007 middotBrown Harris Stevens Westside Office Broker of the Year All Years 2006 - 2009 middotBrown Harris Stevens Westside Office Listing Broker of the Year 2007 2008 2009 middotBrown Harris Stevens Largest New Development Deal of the Year 2009 Prior to becoming a real estate broker Lisa spent several years as a lawyer practicing litigation at two prestigious law firms She graduated from The University of Pennsylvania in 1986 and earned her law degree from Cardozo in 1990 Lisas legal background affords her a keen understanding of the negotiation process as well as the complexities needed to complete the deal A New York City resident for 24 years Lisa offers impeccable knowledge of the market as it applies across all neighborhoods She has lived downtown on the Upper East Side and has now resided on the Upper West Side for the past 14 years Additionally as the mother of three children Lisa is personally involved in the decisions all buyers face in choosing a neighborhood and a home Lisa takes pride in being a straight-forward intelligent and honest broker She understands the individual needs of each client as well as their comfort with the purchase andor sale process Her listening talents combined with her unbeatable memory work ethic and negotiation skills allow her to service her buyers and sellers most effectively Lisa is also active in the New York community including the UJA and her childrens school All of this enables her to offer a well-rounded approach to navigating the New York real estate landscape bringing to life the nuances and charms that the City and its real estate market have to offer
Generally 59th to 96th Street Fifth Avenue to the East River
Cooperative Condominium
East sidE
4 Fourth Quarter 2010
Average Price Per Square Foot
At an average of $1581971 prices for two-bedroom East Side
apartments were 14 higher than a year ago The average price fell
13 for three-bedroom and larger apartments due in part to 2 closings
of over $30 million a year ago inflating that figure Co-ops fared better than condos as the average
price per room rose for both prewar and postwar co-ops over the past year
while the average condo price per square foot fell
Average Price Per Room
4Q09 4Q10
Studio 1-Bedroom 2-Bedroom 3+Bedroom
Percent of Sales
4th Q 09 10 35 36 19
4th Q 10 11 39 28 22
Average Price
4th Q 09 $351462 $647300 $1383364 $4146087
4th Q 10 $355459 $647207 $1581971 $3605513
Change 1 0 14 -13
$100000
$300000
$150000
$200000
$250000
$350000
$400000
$50000
$200
$1000
$400
$600
$800
$1200
$1400
$0
Postwar
$204713 $210559
Prewar
$348425 $383335
4Q10
$1126
4Q09
$1168
Generally 59th to 110th Street Hudson River to West of Fifth Avenue
WEst sidE
Fourth Quarter 2010 5
Cooperative CondominiumAverage Price Per Room Average Price Per Square Foot
With the exception of studios prices rose for all other size categories of apartments on
the West Side led by a 21 gain in the average price for
three-bedroom and larger units This increase was helped by
535 West End Avenue whose three-bedroom closing prices averaged over $115 million
in the fourth quarter Co-ops remained strong as the average
price per room rose 21 for prewar and 12 for postwar co-ops on the West Side The average condo price per square
foot rose 3 to $1309 making the West Side the only
area where both co-op and condo prices were higher
than a year ago
4Q09 4Q10
Studio 1-Bedroom 2-Bedroom 3+Bedroom
Percent of Sales
4th Q 09 10 37 37 16
4th Q 10 8 33 38 21
Average Price
4th Q 09 $417466 $656421 $1326640 $3325062
4th Q 10 $391228 $766529 $1378920 $4030338
Change -6 17 4 21
$125000
$225000
$150000
$175000
$200000
$250000
$275000
$100000
$200
$1000
$400
$600
$800
$1200
$1400
$0
4Q09
$1267
4Q10
$1309
Prewar
$215967 $260653
Postwar
$189264 $212348
MidtoWn East Generally 34th to 59th Street Fifth Avenue to the East River
MidtoWn
MidtoWn WEst Generally 34th to 59th Street Hudson River to West of Fifth Avenue
6 Fourth Quarter 2010
Cooperative Condominium
Cooperative Condominium
Average Price Per Room Average Price Per Square Foot
Average Price Per Room Average Price Per Square Foot
A couple of high-end closings at The Plaza and One Beacon Court helped bring the average condo price per square foot 27 higher in the Midtown East market compared
to a year ago The average price per room fell 5 for prewar while rising
8 for postwar co-ops
The average price per square foot rose 12 for condos over the
past year in the Midtown West market A number of closings at The Sheffield and Platinum
helped bring up this figure The average price per room fell for
both prewar and postwar co-ops in this market compared
to a year ago
$175000
$100000
$125000
$150000
$200000
$225000
$1000
$250
$500
$750
$1250
$1500
4Q09 4Q10
$212198 $200857
Prewar
$188662 $204639
Postwar
$1171
4Q09
$1485
4Q10
$252044 $199029 $231213 $221850 $1180$1055
4Q10Prewar Postwar 4Q09
$1000
$250
$500
$750
$1250
$1500
4Q09 4Q10
$200000
$50000
$100000
$150000
$250000
$300000
Cooperative Condominium
Fourth Quarter 2010 7
Average Price Per Room Average Price Per Square Foot
South of 34th Street
doWntoWn
While the average price fell 23 for three-bedroom and
larger apartments Downtown from a year ago a large
number of closings at the Superior Ink building inflated 2009rsquos figure This also is a reason why the overall condo
price per square foot fell 10 from a year ago The average
co-op price per room rose 13 for prewar and 4 for
postwar units from 2009rsquos fourth quarter
4Q09 4Q10
Studio 1-Bedroom 2-Bedroom 3+Bedroom
Percent of Sales
4th Q 09 17 43 28 12
4th Q 10 16 41 31 12
Average Price
4th Q 09 $452722 $704292 $1615877 $4665379
4th Q 10 $444618 $741919 $1581625 $3605513
Change -2 5 -2 -23
Prewar
$208503 $235826
Postwar
$188600 $195854
$100000
$200000
$125000
$150000
$175000
$225000
$250000
$75000
$800
$1200
$900
$1000
$1100
$1300
$1400
$700
4Q09
$1326
4Q10
$1194
Cooperative CondominiumAverage Price Per Room Average Price Per Square Foot
Generally North of 96th Street on the East Side and 110th Street on the West Side
NEW YORK CITY bull PALM BEACH bull THE HAMPTONS bull NORTH FORK 2129069200
EAST SIDE445 Park AvenueHall F Willkie PresidentRuth McCoy EVPManaging Director of Sales
UPPER EAST SIDE1121 Madison AvenuePeter R Marra EVPManaging Director of Sales
EDWARD LEE CAVE DIVISION790 Madison AvenueCaroline E Y GuthriePresident
WEST SIDE1926 BroadwayJames M Gricar EVP Managing Director of Sales
BROOKLYN HEIGHTS129 Montague StreetChristopher Thomas EVPManaging Director of Sales
PARK SLOPE100 Seventh AvenueMaryAnn Albano EVPManaging Director of Sales
NEW DEVELOPMENT445 Park Avenue James M GricarManaging DirectorBrown Harris Stevens On-Site Marketing and Sales
Prepared by Gregory Heym Chief Economist Brown Harris Stevenscopy2010 by Brown Harris Stevens All Rights Reserved This information may not be copied used or distributed without Brown Harris Stevensrsquo consent While information is believed true no guaranty is made of accuracy
While the average price fell for three-bedroom and larger apartments it was higher for
all other size categories in Northern Manhattan Condo
prices rose slightly as their average price per square foot of $566 was up 1 from a
year ago The average price per room fell for both prewar and
postwar co-ops compared to a year ago
This report is based on 1901 reported Manhattan apartment sales 25 less than were reported during last yearrsquos comparable period
VILLAGE2 Fifth AvenueKevin Kovesci EVPManaging Director of Sales
TRIBECA43 North MooreKevin Kovesci EVPManaging Director of Sales
northErn Manhattan
Studio 1-Bedroom 2-Bedroom 3+Bedroom
Percent of Sales
4th Q 09 6 35 43 16
4th Q 10 8 38 38 16
Average Price
4th Q 09 $227611 $352759 $567332 $1101778
4th Q 10 $319798 $394509 $577071 $710832
Change 41 12 2 -35
$100
$500
$200
$300
$400
$600
$700
$0
4Q09 4Q10
4Q09
$563
4Q10
$566
$70000
$110000
$80000
$90000
$100000
$120000
$130000
$60000
Prewar
$120601 $97757
Postwar
$110104 $106330
Faculty Biographies
REAL PROPERTY SECTION gt Officer Bio
Chair Leo Genn Esq
Office Address Northside Center for Child Development 1301 Fifth Ave New York NY 10029-3119
Phone 212-426-3406 Fax 212-410-7561 Email lgenn_esqyahoocom
After working briefly as a litigator Mr Genn became House Counsel at NorthsideCenter for Child Development a Manhattan-based not for profit where he handles contract negotiations commercial leasing property management and insurance issues Mr Genn also writes government grants Before law school Mr Genn spent eight years managing commercial and residential real estate in New York City Mr Genn has also worked for New York Citys Office of Economic Development In March 2002 Mr Genns article on the notice requirements in foreclosure proceedings appeared on thecover of the New York Real Estate Law Reporter Mr Gennrsquos favorite law quote is Oliver Wendell Holmes remark A word is not a crystal transparent and unchanged it isthe skin of a living thought and may vary greatly in color and content according to thecircumstances and time in which it is used Mr Gennrsquos favorite case is Raffles v
ichelhaus and his favorite legal fiction is promissory estoppel W
Paul M Giddins Partner
Giddins Claman LLP Paul M Giddins is a partner at Giddins Claman LLP a law firm in New York City Mr Giddins received a Bachelor of Arts degree from Trinity College- Hartford and a law degree from American University Washington School of Law
LISA LIPPMAN | Senior Vice President Director | Licensed Associate Real Estate Broker
printer friendly page
1926 Broadway New York NY 10023 Tel (212) 588-5606 Fax (212) 418-9733 llippmanbhsusacom download contact info view current listings view sold listings
FEATURED PROPERTY - UPPER EAST SIDE
2COOPERATIVE
25 EAST 79TH STREET
rice $1299000
isting ID 1127158
PBedrooms 2 Baths 20 L
Lisa Lippman Senior Vice President and Director was the 1 broker at Brown Harris Stevens in 2009 With 13 years of experience selling real estate Lisa specializes in the sale of high end cooperatives condominiums and townhomes throughout Manhattan As is clear from her record even in tough times Lisa manages to both sell and find homes for her clients Other awards Lisa has won in the last few years include middotWall Street Journal top 400-Lisa was 11 in the nation and 2 in Manhattan 2009 middotWall Street Journal top 50 brokers in America 2007 middotBrown Harris Stevens Westside Office Broker of the Year All Years 2006 - 2009 middotBrown Harris Stevens Westside Office Listing Broker of the Year 2007 2008 2009 middotBrown Harris Stevens Largest New Development Deal of the Year 2009 Prior to becoming a real estate broker Lisa spent several years as a lawyer practicing litigation at two prestigious law firms She graduated from The University of Pennsylvania in 1986 and earned her law degree from Cardozo in 1990 Lisas legal background affords her a keen understanding of the negotiation process as well as the complexities needed to complete the deal A New York City resident for 24 years Lisa offers impeccable knowledge of the market as it applies across all neighborhoods She has lived downtown on the Upper East Side and has now resided on the Upper West Side for the past 14 years Additionally as the mother of three children Lisa is personally involved in the decisions all buyers face in choosing a neighborhood and a home Lisa takes pride in being a straight-forward intelligent and honest broker She understands the individual needs of each client as well as their comfort with the purchase andor sale process Her listening talents combined with her unbeatable memory work ethic and negotiation skills allow her to service her buyers and sellers most effectively Lisa is also active in the New York community including the UJA and her childrens school All of this enables her to offer a well-rounded approach to navigating the New York real estate landscape bringing to life the nuances and charms that the City and its real estate market have to offer
Generally 59th to 110th Street Hudson River to West of Fifth Avenue
WEst sidE
Fourth Quarter 2010 5
Cooperative CondominiumAverage Price Per Room Average Price Per Square Foot
With the exception of studios prices rose for all other size categories of apartments on
the West Side led by a 21 gain in the average price for
three-bedroom and larger units This increase was helped by
535 West End Avenue whose three-bedroom closing prices averaged over $115 million
in the fourth quarter Co-ops remained strong as the average
price per room rose 21 for prewar and 12 for postwar co-ops on the West Side The average condo price per square
foot rose 3 to $1309 making the West Side the only
area where both co-op and condo prices were higher
than a year ago
4Q09 4Q10
Studio 1-Bedroom 2-Bedroom 3+Bedroom
Percent of Sales
4th Q 09 10 37 37 16
4th Q 10 8 33 38 21
Average Price
4th Q 09 $417466 $656421 $1326640 $3325062
4th Q 10 $391228 $766529 $1378920 $4030338
Change -6 17 4 21
$125000
$225000
$150000
$175000
$200000
$250000
$275000
$100000
$200
$1000
$400
$600
$800
$1200
$1400
$0
4Q09
$1267
4Q10
$1309
Prewar
$215967 $260653
Postwar
$189264 $212348
MidtoWn East Generally 34th to 59th Street Fifth Avenue to the East River
MidtoWn
MidtoWn WEst Generally 34th to 59th Street Hudson River to West of Fifth Avenue
6 Fourth Quarter 2010
Cooperative Condominium
Cooperative Condominium
Average Price Per Room Average Price Per Square Foot
Average Price Per Room Average Price Per Square Foot
A couple of high-end closings at The Plaza and One Beacon Court helped bring the average condo price per square foot 27 higher in the Midtown East market compared
to a year ago The average price per room fell 5 for prewar while rising
8 for postwar co-ops
The average price per square foot rose 12 for condos over the
past year in the Midtown West market A number of closings at The Sheffield and Platinum
helped bring up this figure The average price per room fell for
both prewar and postwar co-ops in this market compared
to a year ago
$175000
$100000
$125000
$150000
$200000
$225000
$1000
$250
$500
$750
$1250
$1500
4Q09 4Q10
$212198 $200857
Prewar
$188662 $204639
Postwar
$1171
4Q09
$1485
4Q10
$252044 $199029 $231213 $221850 $1180$1055
4Q10Prewar Postwar 4Q09
$1000
$250
$500
$750
$1250
$1500
4Q09 4Q10
$200000
$50000
$100000
$150000
$250000
$300000
Cooperative Condominium
Fourth Quarter 2010 7
Average Price Per Room Average Price Per Square Foot
South of 34th Street
doWntoWn
While the average price fell 23 for three-bedroom and
larger apartments Downtown from a year ago a large
number of closings at the Superior Ink building inflated 2009rsquos figure This also is a reason why the overall condo
price per square foot fell 10 from a year ago The average
co-op price per room rose 13 for prewar and 4 for
postwar units from 2009rsquos fourth quarter
4Q09 4Q10
Studio 1-Bedroom 2-Bedroom 3+Bedroom
Percent of Sales
4th Q 09 17 43 28 12
4th Q 10 16 41 31 12
Average Price
4th Q 09 $452722 $704292 $1615877 $4665379
4th Q 10 $444618 $741919 $1581625 $3605513
Change -2 5 -2 -23
Prewar
$208503 $235826
Postwar
$188600 $195854
$100000
$200000
$125000
$150000
$175000
$225000
$250000
$75000
$800
$1200
$900
$1000
$1100
$1300
$1400
$700
4Q09
$1326
4Q10
$1194
Cooperative CondominiumAverage Price Per Room Average Price Per Square Foot
Generally North of 96th Street on the East Side and 110th Street on the West Side
NEW YORK CITY bull PALM BEACH bull THE HAMPTONS bull NORTH FORK 2129069200
EAST SIDE445 Park AvenueHall F Willkie PresidentRuth McCoy EVPManaging Director of Sales
UPPER EAST SIDE1121 Madison AvenuePeter R Marra EVPManaging Director of Sales
EDWARD LEE CAVE DIVISION790 Madison AvenueCaroline E Y GuthriePresident
WEST SIDE1926 BroadwayJames M Gricar EVP Managing Director of Sales
BROOKLYN HEIGHTS129 Montague StreetChristopher Thomas EVPManaging Director of Sales
PARK SLOPE100 Seventh AvenueMaryAnn Albano EVPManaging Director of Sales
NEW DEVELOPMENT445 Park Avenue James M GricarManaging DirectorBrown Harris Stevens On-Site Marketing and Sales
Prepared by Gregory Heym Chief Economist Brown Harris Stevenscopy2010 by Brown Harris Stevens All Rights Reserved This information may not be copied used or distributed without Brown Harris Stevensrsquo consent While information is believed true no guaranty is made of accuracy
While the average price fell for three-bedroom and larger apartments it was higher for
all other size categories in Northern Manhattan Condo
prices rose slightly as their average price per square foot of $566 was up 1 from a
year ago The average price per room fell for both prewar and
postwar co-ops compared to a year ago
This report is based on 1901 reported Manhattan apartment sales 25 less than were reported during last yearrsquos comparable period
VILLAGE2 Fifth AvenueKevin Kovesci EVPManaging Director of Sales
TRIBECA43 North MooreKevin Kovesci EVPManaging Director of Sales
northErn Manhattan
Studio 1-Bedroom 2-Bedroom 3+Bedroom
Percent of Sales
4th Q 09 6 35 43 16
4th Q 10 8 38 38 16
Average Price
4th Q 09 $227611 $352759 $567332 $1101778
4th Q 10 $319798 $394509 $577071 $710832
Change 41 12 2 -35
$100
$500
$200
$300
$400
$600
$700
$0
4Q09 4Q10
4Q09
$563
4Q10
$566
$70000
$110000
$80000
$90000
$100000
$120000
$130000
$60000
Prewar
$120601 $97757
Postwar
$110104 $106330
Faculty Biographies
REAL PROPERTY SECTION gt Officer Bio
Chair Leo Genn Esq
Office Address Northside Center for Child Development 1301 Fifth Ave New York NY 10029-3119
Phone 212-426-3406 Fax 212-410-7561 Email lgenn_esqyahoocom
After working briefly as a litigator Mr Genn became House Counsel at NorthsideCenter for Child Development a Manhattan-based not for profit where he handles contract negotiations commercial leasing property management and insurance issues Mr Genn also writes government grants Before law school Mr Genn spent eight years managing commercial and residential real estate in New York City Mr Genn has also worked for New York Citys Office of Economic Development In March 2002 Mr Genns article on the notice requirements in foreclosure proceedings appeared on thecover of the New York Real Estate Law Reporter Mr Gennrsquos favorite law quote is Oliver Wendell Holmes remark A word is not a crystal transparent and unchanged it isthe skin of a living thought and may vary greatly in color and content according to thecircumstances and time in which it is used Mr Gennrsquos favorite case is Raffles v
ichelhaus and his favorite legal fiction is promissory estoppel W
Paul M Giddins Partner
Giddins Claman LLP Paul M Giddins is a partner at Giddins Claman LLP a law firm in New York City Mr Giddins received a Bachelor of Arts degree from Trinity College- Hartford and a law degree from American University Washington School of Law
LISA LIPPMAN | Senior Vice President Director | Licensed Associate Real Estate Broker
printer friendly page
1926 Broadway New York NY 10023 Tel (212) 588-5606 Fax (212) 418-9733 llippmanbhsusacom download contact info view current listings view sold listings
FEATURED PROPERTY - UPPER EAST SIDE
2COOPERATIVE
25 EAST 79TH STREET
rice $1299000
isting ID 1127158
PBedrooms 2 Baths 20 L
Lisa Lippman Senior Vice President and Director was the 1 broker at Brown Harris Stevens in 2009 With 13 years of experience selling real estate Lisa specializes in the sale of high end cooperatives condominiums and townhomes throughout Manhattan As is clear from her record even in tough times Lisa manages to both sell and find homes for her clients Other awards Lisa has won in the last few years include middotWall Street Journal top 400-Lisa was 11 in the nation and 2 in Manhattan 2009 middotWall Street Journal top 50 brokers in America 2007 middotBrown Harris Stevens Westside Office Broker of the Year All Years 2006 - 2009 middotBrown Harris Stevens Westside Office Listing Broker of the Year 2007 2008 2009 middotBrown Harris Stevens Largest New Development Deal of the Year 2009 Prior to becoming a real estate broker Lisa spent several years as a lawyer practicing litigation at two prestigious law firms She graduated from The University of Pennsylvania in 1986 and earned her law degree from Cardozo in 1990 Lisas legal background affords her a keen understanding of the negotiation process as well as the complexities needed to complete the deal A New York City resident for 24 years Lisa offers impeccable knowledge of the market as it applies across all neighborhoods She has lived downtown on the Upper East Side and has now resided on the Upper West Side for the past 14 years Additionally as the mother of three children Lisa is personally involved in the decisions all buyers face in choosing a neighborhood and a home Lisa takes pride in being a straight-forward intelligent and honest broker She understands the individual needs of each client as well as their comfort with the purchase andor sale process Her listening talents combined with her unbeatable memory work ethic and negotiation skills allow her to service her buyers and sellers most effectively Lisa is also active in the New York community including the UJA and her childrens school All of this enables her to offer a well-rounded approach to navigating the New York real estate landscape bringing to life the nuances and charms that the City and its real estate market have to offer
MidtoWn East Generally 34th to 59th Street Fifth Avenue to the East River
MidtoWn
MidtoWn WEst Generally 34th to 59th Street Hudson River to West of Fifth Avenue
6 Fourth Quarter 2010
Cooperative Condominium
Cooperative Condominium
Average Price Per Room Average Price Per Square Foot
Average Price Per Room Average Price Per Square Foot
A couple of high-end closings at The Plaza and One Beacon Court helped bring the average condo price per square foot 27 higher in the Midtown East market compared
to a year ago The average price per room fell 5 for prewar while rising
8 for postwar co-ops
The average price per square foot rose 12 for condos over the
past year in the Midtown West market A number of closings at The Sheffield and Platinum
helped bring up this figure The average price per room fell for
both prewar and postwar co-ops in this market compared
to a year ago
$175000
$100000
$125000
$150000
$200000
$225000
$1000
$250
$500
$750
$1250
$1500
4Q09 4Q10
$212198 $200857
Prewar
$188662 $204639
Postwar
$1171
4Q09
$1485
4Q10
$252044 $199029 $231213 $221850 $1180$1055
4Q10Prewar Postwar 4Q09
$1000
$250
$500
$750
$1250
$1500
4Q09 4Q10
$200000
$50000
$100000
$150000
$250000
$300000
Cooperative Condominium
Fourth Quarter 2010 7
Average Price Per Room Average Price Per Square Foot
South of 34th Street
doWntoWn
While the average price fell 23 for three-bedroom and
larger apartments Downtown from a year ago a large
number of closings at the Superior Ink building inflated 2009rsquos figure This also is a reason why the overall condo
price per square foot fell 10 from a year ago The average
co-op price per room rose 13 for prewar and 4 for
postwar units from 2009rsquos fourth quarter
4Q09 4Q10
Studio 1-Bedroom 2-Bedroom 3+Bedroom
Percent of Sales
4th Q 09 17 43 28 12
4th Q 10 16 41 31 12
Average Price
4th Q 09 $452722 $704292 $1615877 $4665379
4th Q 10 $444618 $741919 $1581625 $3605513
Change -2 5 -2 -23
Prewar
$208503 $235826
Postwar
$188600 $195854
$100000
$200000
$125000
$150000
$175000
$225000
$250000
$75000
$800
$1200
$900
$1000
$1100
$1300
$1400
$700
4Q09
$1326
4Q10
$1194
Cooperative CondominiumAverage Price Per Room Average Price Per Square Foot
Generally North of 96th Street on the East Side and 110th Street on the West Side
NEW YORK CITY bull PALM BEACH bull THE HAMPTONS bull NORTH FORK 2129069200
EAST SIDE445 Park AvenueHall F Willkie PresidentRuth McCoy EVPManaging Director of Sales
UPPER EAST SIDE1121 Madison AvenuePeter R Marra EVPManaging Director of Sales
EDWARD LEE CAVE DIVISION790 Madison AvenueCaroline E Y GuthriePresident
WEST SIDE1926 BroadwayJames M Gricar EVP Managing Director of Sales
BROOKLYN HEIGHTS129 Montague StreetChristopher Thomas EVPManaging Director of Sales
PARK SLOPE100 Seventh AvenueMaryAnn Albano EVPManaging Director of Sales
NEW DEVELOPMENT445 Park Avenue James M GricarManaging DirectorBrown Harris Stevens On-Site Marketing and Sales
Prepared by Gregory Heym Chief Economist Brown Harris Stevenscopy2010 by Brown Harris Stevens All Rights Reserved This information may not be copied used or distributed without Brown Harris Stevensrsquo consent While information is believed true no guaranty is made of accuracy
While the average price fell for three-bedroom and larger apartments it was higher for
all other size categories in Northern Manhattan Condo
prices rose slightly as their average price per square foot of $566 was up 1 from a
year ago The average price per room fell for both prewar and
postwar co-ops compared to a year ago
This report is based on 1901 reported Manhattan apartment sales 25 less than were reported during last yearrsquos comparable period
VILLAGE2 Fifth AvenueKevin Kovesci EVPManaging Director of Sales
TRIBECA43 North MooreKevin Kovesci EVPManaging Director of Sales
northErn Manhattan
Studio 1-Bedroom 2-Bedroom 3+Bedroom
Percent of Sales
4th Q 09 6 35 43 16
4th Q 10 8 38 38 16
Average Price
4th Q 09 $227611 $352759 $567332 $1101778
4th Q 10 $319798 $394509 $577071 $710832
Change 41 12 2 -35
$100
$500
$200
$300
$400
$600
$700
$0
4Q09 4Q10
4Q09
$563
4Q10
$566
$70000
$110000
$80000
$90000
$100000
$120000
$130000
$60000
Prewar
$120601 $97757
Postwar
$110104 $106330
Faculty Biographies
REAL PROPERTY SECTION gt Officer Bio
Chair Leo Genn Esq
Office Address Northside Center for Child Development 1301 Fifth Ave New York NY 10029-3119
Phone 212-426-3406 Fax 212-410-7561 Email lgenn_esqyahoocom
After working briefly as a litigator Mr Genn became House Counsel at NorthsideCenter for Child Development a Manhattan-based not for profit where he handles contract negotiations commercial leasing property management and insurance issues Mr Genn also writes government grants Before law school Mr Genn spent eight years managing commercial and residential real estate in New York City Mr Genn has also worked for New York Citys Office of Economic Development In March 2002 Mr Genns article on the notice requirements in foreclosure proceedings appeared on thecover of the New York Real Estate Law Reporter Mr Gennrsquos favorite law quote is Oliver Wendell Holmes remark A word is not a crystal transparent and unchanged it isthe skin of a living thought and may vary greatly in color and content according to thecircumstances and time in which it is used Mr Gennrsquos favorite case is Raffles v
ichelhaus and his favorite legal fiction is promissory estoppel W
Paul M Giddins Partner
Giddins Claman LLP Paul M Giddins is a partner at Giddins Claman LLP a law firm in New York City Mr Giddins received a Bachelor of Arts degree from Trinity College- Hartford and a law degree from American University Washington School of Law
LISA LIPPMAN | Senior Vice President Director | Licensed Associate Real Estate Broker
printer friendly page
1926 Broadway New York NY 10023 Tel (212) 588-5606 Fax (212) 418-9733 llippmanbhsusacom download contact info view current listings view sold listings
FEATURED PROPERTY - UPPER EAST SIDE
2COOPERATIVE
25 EAST 79TH STREET
rice $1299000
isting ID 1127158
PBedrooms 2 Baths 20 L
Lisa Lippman Senior Vice President and Director was the 1 broker at Brown Harris Stevens in 2009 With 13 years of experience selling real estate Lisa specializes in the sale of high end cooperatives condominiums and townhomes throughout Manhattan As is clear from her record even in tough times Lisa manages to both sell and find homes for her clients Other awards Lisa has won in the last few years include middotWall Street Journal top 400-Lisa was 11 in the nation and 2 in Manhattan 2009 middotWall Street Journal top 50 brokers in America 2007 middotBrown Harris Stevens Westside Office Broker of the Year All Years 2006 - 2009 middotBrown Harris Stevens Westside Office Listing Broker of the Year 2007 2008 2009 middotBrown Harris Stevens Largest New Development Deal of the Year 2009 Prior to becoming a real estate broker Lisa spent several years as a lawyer practicing litigation at two prestigious law firms She graduated from The University of Pennsylvania in 1986 and earned her law degree from Cardozo in 1990 Lisas legal background affords her a keen understanding of the negotiation process as well as the complexities needed to complete the deal A New York City resident for 24 years Lisa offers impeccable knowledge of the market as it applies across all neighborhoods She has lived downtown on the Upper East Side and has now resided on the Upper West Side for the past 14 years Additionally as the mother of three children Lisa is personally involved in the decisions all buyers face in choosing a neighborhood and a home Lisa takes pride in being a straight-forward intelligent and honest broker She understands the individual needs of each client as well as their comfort with the purchase andor sale process Her listening talents combined with her unbeatable memory work ethic and negotiation skills allow her to service her buyers and sellers most effectively Lisa is also active in the New York community including the UJA and her childrens school All of this enables her to offer a well-rounded approach to navigating the New York real estate landscape bringing to life the nuances and charms that the City and its real estate market have to offer
Cooperative Condominium
Fourth Quarter 2010 7
Average Price Per Room Average Price Per Square Foot
South of 34th Street
doWntoWn
While the average price fell 23 for three-bedroom and
larger apartments Downtown from a year ago a large
number of closings at the Superior Ink building inflated 2009rsquos figure This also is a reason why the overall condo
price per square foot fell 10 from a year ago The average
co-op price per room rose 13 for prewar and 4 for
postwar units from 2009rsquos fourth quarter
4Q09 4Q10
Studio 1-Bedroom 2-Bedroom 3+Bedroom
Percent of Sales
4th Q 09 17 43 28 12
4th Q 10 16 41 31 12
Average Price
4th Q 09 $452722 $704292 $1615877 $4665379
4th Q 10 $444618 $741919 $1581625 $3605513
Change -2 5 -2 -23
Prewar
$208503 $235826
Postwar
$188600 $195854
$100000
$200000
$125000
$150000
$175000
$225000
$250000
$75000
$800
$1200
$900
$1000
$1100
$1300
$1400
$700
4Q09
$1326
4Q10
$1194
Cooperative CondominiumAverage Price Per Room Average Price Per Square Foot
Generally North of 96th Street on the East Side and 110th Street on the West Side
NEW YORK CITY bull PALM BEACH bull THE HAMPTONS bull NORTH FORK 2129069200
EAST SIDE445 Park AvenueHall F Willkie PresidentRuth McCoy EVPManaging Director of Sales
UPPER EAST SIDE1121 Madison AvenuePeter R Marra EVPManaging Director of Sales
EDWARD LEE CAVE DIVISION790 Madison AvenueCaroline E Y GuthriePresident
WEST SIDE1926 BroadwayJames M Gricar EVP Managing Director of Sales
BROOKLYN HEIGHTS129 Montague StreetChristopher Thomas EVPManaging Director of Sales
PARK SLOPE100 Seventh AvenueMaryAnn Albano EVPManaging Director of Sales
NEW DEVELOPMENT445 Park Avenue James M GricarManaging DirectorBrown Harris Stevens On-Site Marketing and Sales
Prepared by Gregory Heym Chief Economist Brown Harris Stevenscopy2010 by Brown Harris Stevens All Rights Reserved This information may not be copied used or distributed without Brown Harris Stevensrsquo consent While information is believed true no guaranty is made of accuracy
While the average price fell for three-bedroom and larger apartments it was higher for
all other size categories in Northern Manhattan Condo
prices rose slightly as their average price per square foot of $566 was up 1 from a
year ago The average price per room fell for both prewar and
postwar co-ops compared to a year ago
This report is based on 1901 reported Manhattan apartment sales 25 less than were reported during last yearrsquos comparable period
VILLAGE2 Fifth AvenueKevin Kovesci EVPManaging Director of Sales
TRIBECA43 North MooreKevin Kovesci EVPManaging Director of Sales
northErn Manhattan
Studio 1-Bedroom 2-Bedroom 3+Bedroom
Percent of Sales
4th Q 09 6 35 43 16
4th Q 10 8 38 38 16
Average Price
4th Q 09 $227611 $352759 $567332 $1101778
4th Q 10 $319798 $394509 $577071 $710832
Change 41 12 2 -35
$100
$500
$200
$300
$400
$600
$700
$0
4Q09 4Q10
4Q09
$563
4Q10
$566
$70000
$110000
$80000
$90000
$100000
$120000
$130000
$60000
Prewar
$120601 $97757
Postwar
$110104 $106330
Faculty Biographies
REAL PROPERTY SECTION gt Officer Bio
Chair Leo Genn Esq
Office Address Northside Center for Child Development 1301 Fifth Ave New York NY 10029-3119
Phone 212-426-3406 Fax 212-410-7561 Email lgenn_esqyahoocom
After working briefly as a litigator Mr Genn became House Counsel at NorthsideCenter for Child Development a Manhattan-based not for profit where he handles contract negotiations commercial leasing property management and insurance issues Mr Genn also writes government grants Before law school Mr Genn spent eight years managing commercial and residential real estate in New York City Mr Genn has also worked for New York Citys Office of Economic Development In March 2002 Mr Genns article on the notice requirements in foreclosure proceedings appeared on thecover of the New York Real Estate Law Reporter Mr Gennrsquos favorite law quote is Oliver Wendell Holmes remark A word is not a crystal transparent and unchanged it isthe skin of a living thought and may vary greatly in color and content according to thecircumstances and time in which it is used Mr Gennrsquos favorite case is Raffles v
ichelhaus and his favorite legal fiction is promissory estoppel W
Paul M Giddins Partner
Giddins Claman LLP Paul M Giddins is a partner at Giddins Claman LLP a law firm in New York City Mr Giddins received a Bachelor of Arts degree from Trinity College- Hartford and a law degree from American University Washington School of Law
LISA LIPPMAN | Senior Vice President Director | Licensed Associate Real Estate Broker
printer friendly page
1926 Broadway New York NY 10023 Tel (212) 588-5606 Fax (212) 418-9733 llippmanbhsusacom download contact info view current listings view sold listings
FEATURED PROPERTY - UPPER EAST SIDE
2COOPERATIVE
25 EAST 79TH STREET
rice $1299000
isting ID 1127158
PBedrooms 2 Baths 20 L
Lisa Lippman Senior Vice President and Director was the 1 broker at Brown Harris Stevens in 2009 With 13 years of experience selling real estate Lisa specializes in the sale of high end cooperatives condominiums and townhomes throughout Manhattan As is clear from her record even in tough times Lisa manages to both sell and find homes for her clients Other awards Lisa has won in the last few years include middotWall Street Journal top 400-Lisa was 11 in the nation and 2 in Manhattan 2009 middotWall Street Journal top 50 brokers in America 2007 middotBrown Harris Stevens Westside Office Broker of the Year All Years 2006 - 2009 middotBrown Harris Stevens Westside Office Listing Broker of the Year 2007 2008 2009 middotBrown Harris Stevens Largest New Development Deal of the Year 2009 Prior to becoming a real estate broker Lisa spent several years as a lawyer practicing litigation at two prestigious law firms She graduated from The University of Pennsylvania in 1986 and earned her law degree from Cardozo in 1990 Lisas legal background affords her a keen understanding of the negotiation process as well as the complexities needed to complete the deal A New York City resident for 24 years Lisa offers impeccable knowledge of the market as it applies across all neighborhoods She has lived downtown on the Upper East Side and has now resided on the Upper West Side for the past 14 years Additionally as the mother of three children Lisa is personally involved in the decisions all buyers face in choosing a neighborhood and a home Lisa takes pride in being a straight-forward intelligent and honest broker She understands the individual needs of each client as well as their comfort with the purchase andor sale process Her listening talents combined with her unbeatable memory work ethic and negotiation skills allow her to service her buyers and sellers most effectively Lisa is also active in the New York community including the UJA and her childrens school All of this enables her to offer a well-rounded approach to navigating the New York real estate landscape bringing to life the nuances and charms that the City and its real estate market have to offer
Cooperative CondominiumAverage Price Per Room Average Price Per Square Foot
Generally North of 96th Street on the East Side and 110th Street on the West Side
NEW YORK CITY bull PALM BEACH bull THE HAMPTONS bull NORTH FORK 2129069200
EAST SIDE445 Park AvenueHall F Willkie PresidentRuth McCoy EVPManaging Director of Sales
UPPER EAST SIDE1121 Madison AvenuePeter R Marra EVPManaging Director of Sales
EDWARD LEE CAVE DIVISION790 Madison AvenueCaroline E Y GuthriePresident
WEST SIDE1926 BroadwayJames M Gricar EVP Managing Director of Sales
BROOKLYN HEIGHTS129 Montague StreetChristopher Thomas EVPManaging Director of Sales
PARK SLOPE100 Seventh AvenueMaryAnn Albano EVPManaging Director of Sales
NEW DEVELOPMENT445 Park Avenue James M GricarManaging DirectorBrown Harris Stevens On-Site Marketing and Sales
Prepared by Gregory Heym Chief Economist Brown Harris Stevenscopy2010 by Brown Harris Stevens All Rights Reserved This information may not be copied used or distributed without Brown Harris Stevensrsquo consent While information is believed true no guaranty is made of accuracy
While the average price fell for three-bedroom and larger apartments it was higher for
all other size categories in Northern Manhattan Condo
prices rose slightly as their average price per square foot of $566 was up 1 from a
year ago The average price per room fell for both prewar and
postwar co-ops compared to a year ago
This report is based on 1901 reported Manhattan apartment sales 25 less than were reported during last yearrsquos comparable period
VILLAGE2 Fifth AvenueKevin Kovesci EVPManaging Director of Sales
TRIBECA43 North MooreKevin Kovesci EVPManaging Director of Sales
northErn Manhattan
Studio 1-Bedroom 2-Bedroom 3+Bedroom
Percent of Sales
4th Q 09 6 35 43 16
4th Q 10 8 38 38 16
Average Price
4th Q 09 $227611 $352759 $567332 $1101778
4th Q 10 $319798 $394509 $577071 $710832
Change 41 12 2 -35
$100
$500
$200
$300
$400
$600
$700
$0
4Q09 4Q10
4Q09
$563
4Q10
$566
$70000
$110000
$80000
$90000
$100000
$120000
$130000
$60000
Prewar
$120601 $97757
Postwar
$110104 $106330
Faculty Biographies
REAL PROPERTY SECTION gt Officer Bio
Chair Leo Genn Esq
Office Address Northside Center for Child Development 1301 Fifth Ave New York NY 10029-3119
Phone 212-426-3406 Fax 212-410-7561 Email lgenn_esqyahoocom
After working briefly as a litigator Mr Genn became House Counsel at NorthsideCenter for Child Development a Manhattan-based not for profit where he handles contract negotiations commercial leasing property management and insurance issues Mr Genn also writes government grants Before law school Mr Genn spent eight years managing commercial and residential real estate in New York City Mr Genn has also worked for New York Citys Office of Economic Development In March 2002 Mr Genns article on the notice requirements in foreclosure proceedings appeared on thecover of the New York Real Estate Law Reporter Mr Gennrsquos favorite law quote is Oliver Wendell Holmes remark A word is not a crystal transparent and unchanged it isthe skin of a living thought and may vary greatly in color and content according to thecircumstances and time in which it is used Mr Gennrsquos favorite case is Raffles v
ichelhaus and his favorite legal fiction is promissory estoppel W
Paul M Giddins Partner
Giddins Claman LLP Paul M Giddins is a partner at Giddins Claman LLP a law firm in New York City Mr Giddins received a Bachelor of Arts degree from Trinity College- Hartford and a law degree from American University Washington School of Law
LISA LIPPMAN | Senior Vice President Director | Licensed Associate Real Estate Broker
printer friendly page
1926 Broadway New York NY 10023 Tel (212) 588-5606 Fax (212) 418-9733 llippmanbhsusacom download contact info view current listings view sold listings
FEATURED PROPERTY - UPPER EAST SIDE
2COOPERATIVE
25 EAST 79TH STREET
rice $1299000
isting ID 1127158
PBedrooms 2 Baths 20 L
Lisa Lippman Senior Vice President and Director was the 1 broker at Brown Harris Stevens in 2009 With 13 years of experience selling real estate Lisa specializes in the sale of high end cooperatives condominiums and townhomes throughout Manhattan As is clear from her record even in tough times Lisa manages to both sell and find homes for her clients Other awards Lisa has won in the last few years include middotWall Street Journal top 400-Lisa was 11 in the nation and 2 in Manhattan 2009 middotWall Street Journal top 50 brokers in America 2007 middotBrown Harris Stevens Westside Office Broker of the Year All Years 2006 - 2009 middotBrown Harris Stevens Westside Office Listing Broker of the Year 2007 2008 2009 middotBrown Harris Stevens Largest New Development Deal of the Year 2009 Prior to becoming a real estate broker Lisa spent several years as a lawyer practicing litigation at two prestigious law firms She graduated from The University of Pennsylvania in 1986 and earned her law degree from Cardozo in 1990 Lisas legal background affords her a keen understanding of the negotiation process as well as the complexities needed to complete the deal A New York City resident for 24 years Lisa offers impeccable knowledge of the market as it applies across all neighborhoods She has lived downtown on the Upper East Side and has now resided on the Upper West Side for the past 14 years Additionally as the mother of three children Lisa is personally involved in the decisions all buyers face in choosing a neighborhood and a home Lisa takes pride in being a straight-forward intelligent and honest broker She understands the individual needs of each client as well as their comfort with the purchase andor sale process Her listening talents combined with her unbeatable memory work ethic and negotiation skills allow her to service her buyers and sellers most effectively Lisa is also active in the New York community including the UJA and her childrens school All of this enables her to offer a well-rounded approach to navigating the New York real estate landscape bringing to life the nuances and charms that the City and its real estate market have to offer
Faculty Biographies
REAL PROPERTY SECTION gt Officer Bio
Chair Leo Genn Esq
Office Address Northside Center for Child Development 1301 Fifth Ave New York NY 10029-3119
Phone 212-426-3406 Fax 212-410-7561 Email lgenn_esqyahoocom
After working briefly as a litigator Mr Genn became House Counsel at NorthsideCenter for Child Development a Manhattan-based not for profit where he handles contract negotiations commercial leasing property management and insurance issues Mr Genn also writes government grants Before law school Mr Genn spent eight years managing commercial and residential real estate in New York City Mr Genn has also worked for New York Citys Office of Economic Development In March 2002 Mr Genns article on the notice requirements in foreclosure proceedings appeared on thecover of the New York Real Estate Law Reporter Mr Gennrsquos favorite law quote is Oliver Wendell Holmes remark A word is not a crystal transparent and unchanged it isthe skin of a living thought and may vary greatly in color and content according to thecircumstances and time in which it is used Mr Gennrsquos favorite case is Raffles v
ichelhaus and his favorite legal fiction is promissory estoppel W
Paul M Giddins Partner
Giddins Claman LLP Paul M Giddins is a partner at Giddins Claman LLP a law firm in New York City Mr Giddins received a Bachelor of Arts degree from Trinity College- Hartford and a law degree from American University Washington School of Law
LISA LIPPMAN | Senior Vice President Director | Licensed Associate Real Estate Broker
printer friendly page
1926 Broadway New York NY 10023 Tel (212) 588-5606 Fax (212) 418-9733 llippmanbhsusacom download contact info view current listings view sold listings
FEATURED PROPERTY - UPPER EAST SIDE
2COOPERATIVE
25 EAST 79TH STREET
rice $1299000
isting ID 1127158
PBedrooms 2 Baths 20 L
Lisa Lippman Senior Vice President and Director was the 1 broker at Brown Harris Stevens in 2009 With 13 years of experience selling real estate Lisa specializes in the sale of high end cooperatives condominiums and townhomes throughout Manhattan As is clear from her record even in tough times Lisa manages to both sell and find homes for her clients Other awards Lisa has won in the last few years include middotWall Street Journal top 400-Lisa was 11 in the nation and 2 in Manhattan 2009 middotWall Street Journal top 50 brokers in America 2007 middotBrown Harris Stevens Westside Office Broker of the Year All Years 2006 - 2009 middotBrown Harris Stevens Westside Office Listing Broker of the Year 2007 2008 2009 middotBrown Harris Stevens Largest New Development Deal of the Year 2009 Prior to becoming a real estate broker Lisa spent several years as a lawyer practicing litigation at two prestigious law firms She graduated from The University of Pennsylvania in 1986 and earned her law degree from Cardozo in 1990 Lisas legal background affords her a keen understanding of the negotiation process as well as the complexities needed to complete the deal A New York City resident for 24 years Lisa offers impeccable knowledge of the market as it applies across all neighborhoods She has lived downtown on the Upper East Side and has now resided on the Upper West Side for the past 14 years Additionally as the mother of three children Lisa is personally involved in the decisions all buyers face in choosing a neighborhood and a home Lisa takes pride in being a straight-forward intelligent and honest broker She understands the individual needs of each client as well as their comfort with the purchase andor sale process Her listening talents combined with her unbeatable memory work ethic and negotiation skills allow her to service her buyers and sellers most effectively Lisa is also active in the New York community including the UJA and her childrens school All of this enables her to offer a well-rounded approach to navigating the New York real estate landscape bringing to life the nuances and charms that the City and its real estate market have to offer
REAL PROPERTY SECTION gt Officer Bio
Chair Leo Genn Esq
Office Address Northside Center for Child Development 1301 Fifth Ave New York NY 10029-3119
Phone 212-426-3406 Fax 212-410-7561 Email lgenn_esqyahoocom
After working briefly as a litigator Mr Genn became House Counsel at NorthsideCenter for Child Development a Manhattan-based not for profit where he handles contract negotiations commercial leasing property management and insurance issues Mr Genn also writes government grants Before law school Mr Genn spent eight years managing commercial and residential real estate in New York City Mr Genn has also worked for New York Citys Office of Economic Development In March 2002 Mr Genns article on the notice requirements in foreclosure proceedings appeared on thecover of the New York Real Estate Law Reporter Mr Gennrsquos favorite law quote is Oliver Wendell Holmes remark A word is not a crystal transparent and unchanged it isthe skin of a living thought and may vary greatly in color and content according to thecircumstances and time in which it is used Mr Gennrsquos favorite case is Raffles v
ichelhaus and his favorite legal fiction is promissory estoppel W
Paul M Giddins Partner
Giddins Claman LLP Paul M Giddins is a partner at Giddins Claman LLP a law firm in New York City Mr Giddins received a Bachelor of Arts degree from Trinity College- Hartford and a law degree from American University Washington School of Law
LISA LIPPMAN | Senior Vice President Director | Licensed Associate Real Estate Broker
printer friendly page
1926 Broadway New York NY 10023 Tel (212) 588-5606 Fax (212) 418-9733 llippmanbhsusacom download contact info view current listings view sold listings
FEATURED PROPERTY - UPPER EAST SIDE
2COOPERATIVE
25 EAST 79TH STREET
rice $1299000
isting ID 1127158
PBedrooms 2 Baths 20 L
Lisa Lippman Senior Vice President and Director was the 1 broker at Brown Harris Stevens in 2009 With 13 years of experience selling real estate Lisa specializes in the sale of high end cooperatives condominiums and townhomes throughout Manhattan As is clear from her record even in tough times Lisa manages to both sell and find homes for her clients Other awards Lisa has won in the last few years include middotWall Street Journal top 400-Lisa was 11 in the nation and 2 in Manhattan 2009 middotWall Street Journal top 50 brokers in America 2007 middotBrown Harris Stevens Westside Office Broker of the Year All Years 2006 - 2009 middotBrown Harris Stevens Westside Office Listing Broker of the Year 2007 2008 2009 middotBrown Harris Stevens Largest New Development Deal of the Year 2009 Prior to becoming a real estate broker Lisa spent several years as a lawyer practicing litigation at two prestigious law firms She graduated from The University of Pennsylvania in 1986 and earned her law degree from Cardozo in 1990 Lisas legal background affords her a keen understanding of the negotiation process as well as the complexities needed to complete the deal A New York City resident for 24 years Lisa offers impeccable knowledge of the market as it applies across all neighborhoods She has lived downtown on the Upper East Side and has now resided on the Upper West Side for the past 14 years Additionally as the mother of three children Lisa is personally involved in the decisions all buyers face in choosing a neighborhood and a home Lisa takes pride in being a straight-forward intelligent and honest broker She understands the individual needs of each client as well as their comfort with the purchase andor sale process Her listening talents combined with her unbeatable memory work ethic and negotiation skills allow her to service her buyers and sellers most effectively Lisa is also active in the New York community including the UJA and her childrens school All of this enables her to offer a well-rounded approach to navigating the New York real estate landscape bringing to life the nuances and charms that the City and its real estate market have to offer
Paul M Giddins Partner
Giddins Claman LLP Paul M Giddins is a partner at Giddins Claman LLP a law firm in New York City Mr Giddins received a Bachelor of Arts degree from Trinity College- Hartford and a law degree from American University Washington School of Law
LISA LIPPMAN | Senior Vice President Director | Licensed Associate Real Estate Broker
printer friendly page
1926 Broadway New York NY 10023 Tel (212) 588-5606 Fax (212) 418-9733 llippmanbhsusacom download contact info view current listings view sold listings
FEATURED PROPERTY - UPPER EAST SIDE
2COOPERATIVE
25 EAST 79TH STREET
rice $1299000
isting ID 1127158
PBedrooms 2 Baths 20 L
Lisa Lippman Senior Vice President and Director was the 1 broker at Brown Harris Stevens in 2009 With 13 years of experience selling real estate Lisa specializes in the sale of high end cooperatives condominiums and townhomes throughout Manhattan As is clear from her record even in tough times Lisa manages to both sell and find homes for her clients Other awards Lisa has won in the last few years include middotWall Street Journal top 400-Lisa was 11 in the nation and 2 in Manhattan 2009 middotWall Street Journal top 50 brokers in America 2007 middotBrown Harris Stevens Westside Office Broker of the Year All Years 2006 - 2009 middotBrown Harris Stevens Westside Office Listing Broker of the Year 2007 2008 2009 middotBrown Harris Stevens Largest New Development Deal of the Year 2009 Prior to becoming a real estate broker Lisa spent several years as a lawyer practicing litigation at two prestigious law firms She graduated from The University of Pennsylvania in 1986 and earned her law degree from Cardozo in 1990 Lisas legal background affords her a keen understanding of the negotiation process as well as the complexities needed to complete the deal A New York City resident for 24 years Lisa offers impeccable knowledge of the market as it applies across all neighborhoods She has lived downtown on the Upper East Side and has now resided on the Upper West Side for the past 14 years Additionally as the mother of three children Lisa is personally involved in the decisions all buyers face in choosing a neighborhood and a home Lisa takes pride in being a straight-forward intelligent and honest broker She understands the individual needs of each client as well as their comfort with the purchase andor sale process Her listening talents combined with her unbeatable memory work ethic and negotiation skills allow her to service her buyers and sellers most effectively Lisa is also active in the New York community including the UJA and her childrens school All of this enables her to offer a well-rounded approach to navigating the New York real estate landscape bringing to life the nuances and charms that the City and its real estate market have to offer
LISA LIPPMAN | Senior Vice President Director | Licensed Associate Real Estate Broker
printer friendly page
1926 Broadway New York NY 10023 Tel (212) 588-5606 Fax (212) 418-9733 llippmanbhsusacom download contact info view current listings view sold listings
FEATURED PROPERTY - UPPER EAST SIDE
2COOPERATIVE
25 EAST 79TH STREET
rice $1299000
isting ID 1127158
PBedrooms 2 Baths 20 L
Lisa Lippman Senior Vice President and Director was the 1 broker at Brown Harris Stevens in 2009 With 13 years of experience selling real estate Lisa specializes in the sale of high end cooperatives condominiums and townhomes throughout Manhattan As is clear from her record even in tough times Lisa manages to both sell and find homes for her clients Other awards Lisa has won in the last few years include middotWall Street Journal top 400-Lisa was 11 in the nation and 2 in Manhattan 2009 middotWall Street Journal top 50 brokers in America 2007 middotBrown Harris Stevens Westside Office Broker of the Year All Years 2006 - 2009 middotBrown Harris Stevens Westside Office Listing Broker of the Year 2007 2008 2009 middotBrown Harris Stevens Largest New Development Deal of the Year 2009 Prior to becoming a real estate broker Lisa spent several years as a lawyer practicing litigation at two prestigious law firms She graduated from The University of Pennsylvania in 1986 and earned her law degree from Cardozo in 1990 Lisas legal background affords her a keen understanding of the negotiation process as well as the complexities needed to complete the deal A New York City resident for 24 years Lisa offers impeccable knowledge of the market as it applies across all neighborhoods She has lived downtown on the Upper East Side and has now resided on the Upper West Side for the past 14 years Additionally as the mother of three children Lisa is personally involved in the decisions all buyers face in choosing a neighborhood and a home Lisa takes pride in being a straight-forward intelligent and honest broker She understands the individual needs of each client as well as their comfort with the purchase andor sale process Her listening talents combined with her unbeatable memory work ethic and negotiation skills allow her to service her buyers and sellers most effectively Lisa is also active in the New York community including the UJA and her childrens school All of this enables her to offer a well-rounded approach to navigating the New York real estate landscape bringing to life the nuances and charms that the City and its real estate market have to offer