Fill and Sign the Sale Cooperative Apartment Form

Agreement for Purchase and Sale of Rights to Cooperative ApartmentAgreement made on the _______________ (date), between ________________ ( Name of Purchaser) of __________________________________________________ (street address, city, state, zip code) , referred to herein as Purchaser, and ____________________ (Name of Seller), of ________________________________ _______________________ (street address, city, state, zip code) , referred to herein as Seller. 1. Definitions The following terms, as used in this Agreement, shall have the following meanings: A. Apartment: Apartment No. _____ (number) in the Building. B. Building: The Apartment Building known as _________________ (Name, if any) located at __________________________________________________ (street address, city, state, zip code) . C. Corporation: ______________________________ (Name of Corporation) , a corporation organized and existing under the laws of __________________ (Name of State), with its principal office located at __________________________________________________ (street address, city, state, zip code) . D. Lease: The proprietary Lease dated ________________ (date), between the Corporation, as Lessor, and _______________________ (Name of Lessee) , as Lessee. E. Shares: _______ (Number) shares of capital stock of the Corporation. 2. Inclusions and Exclusions Seller agrees to sell, transfer and deliver to Purchaser, and Purchaser agrees to buy and take title from Seller, all subject to the terms and conditions of this Agreement, the following: A. The Shares; B. Seller's interest in the Lease. Purchaser acknowledges that Purchaser has examined a copy of the Lease and is familiar with the terms of the Lease. C. Seller's right, title, and interest, subject to the terms of the Lease, in and to all fixtures, equipment and other articles of personal property attached to or used in connection with the Apartment, unless specially excluded below. Seller states that they are paid for and owned by Seller free and clear of any lien other than (state or describe any exceptions) _________________________________. They include but are not limited to (e.g., heating, lighting and cooking fixtures, bathroom and kitchen cabinets, mantels, door mirrors, Venetian blinds, shades, screens, awnings, storm windows, window boxes, dishwasher, washing machine, clothes dryer, garbage disposal unit, range, refrigerator, freezer, air conditioning equipment and installations, and wall- to-wall carpeting) . Excluded from this sale are: (list items excluded) ________________________ ________________________________________________________________ _______________________________________________________________. Neither Seller nor the Corporation shall be obligated to install any additional fixtures, equipment or other articles of personal property. 3. Purpose Price The purchase price is $_____________ payable as follows: A.$ ________________-on the signing of this Agreement, by check subject collection; and B. The balance of $ ________________at the time of closing. 4. Acceptable Funds All money payable under this Agreement, unless otherwise specified, shall be in one of the following forms: A.Cash, but not over $______________________; B. Certified check of Purchaser, or official check of any bank, savings bank, trust company, or savings and loan association having a banking office in ________________ (name of state), payable to the order of Seller, or to the order of Purchaser and duly endorsed by Purchaser (if applicable) to the order of Seller in the presence of Seller or Seller's attorney; C. Money other than the purchase price, payable to Seller at closing, by check of Purchaser up to $________________; or D. As otherwise agreed to in writing by Seller or Seller's attorney. 5. Date, Time and Place of Closing The transfer of title under this Agreement shall be made and the papers delivered, and payment shall be made at the office of ___________________ (Name of Attorney) , at ______________________________________________ (street address, city, state, zip code) , at ___________ (time), on ________________ (date). If the Corporation has not approved or disapproved the sale in time to permit a closing on that date, then either party shall be entitled to adjourn the closing for a period up to ______ (number) days to attempt to obtain the consent of the Corporation. 6. Documents to be Delivered at Closing At or before the closing, Seller shall deliver or cause to be delivered to Purchaser the following: A.A certificate for the Shares duly endorsed or accompanied by stock transfer powers duly executed by Seller and payment of all stock transfer stamps and other transfer taxes necessary to transfer the Shares to Purchaser; B. One original executed counterpart of the Lease; C. An Assignment of the Lease executed and acknowledged by Seller, assigning to Purchaser all of Seller's right, title and interest in and to the Lease; and D. A consent of the Corporation to the transfer of the Shares and the Lease to Purchaser or, in the alternative, a certificate by an officer of the Corporation or by the managing agent of the Building to the effect that such consent is on file with the Corporation. 7. Title Company Approval Seller shall give to Purchaser, and Purchaser shall accept from Seller, good and marketable title subject only to the matters set forth in this Agreement . Title shall be evidenced by a standard form title insurance binder issued by ____________________ (name of title company) , committing itself to insure that good and marketable title to Property shall be in Purchaser, subject only to the matters set forth in this Agreement. 8. Assumption of Lease In addition to the payment of the balance of the purchase price and the apportionments provided for below, Purchaser shall deliver to Seller and to the Corporation at or before the closing an agreement executed and acknowledged by Purchaser, in form approved by the Corporation, accepting the Assignment of the Lease and assuming and agreeing to perform and comply with all of the terms, covenants and conditions of the Lease from and after the closing date. 9. Apportionments The closing date shall be the effective date of the Assignment of the Lease. The maintenance and other charges which may be payable under the Lease shall be apportioned as of the closing date so that Seller shall bear the portion applicable to the period up to but not including the closing date, and Purchaser shall bear the portion applicable to the period commencing with the closing date. 10. Right to Require a New Lease. If the Corporation so requests, Purchaser agrees to surrender the assigned Lease and to enter into a new proprietary Lease with the Corporation in substantially the same form and having the same expiration date and covering the same Apartment as the Lease. Purchaser also agrees to execute such other documents as the Corporation may reasonably require in connection with the transfer from Seller to Purchaser. 11. Corporation’s Right to PurchaseThis sale is subject to the right of the Corporation to purchase the Shares and Seller's interest in the Lease within _____ (number) days after receipt of a fully executed copy of this Agreement, and is subject to the prior written consent of the board of directors of the Corporation to the sale to Purchaser. Seller agrees to submit a fully executed copy of this Agreement to the Corporation promptly following its execution. Purchaser agrees to submit to the Corporation or to the managing agent of the Building promptly following the execution of this Agreement such references as may be required by the Corporation or the managing agent and to cooperate in any way reasonably required to obtain such consent, including the appearance before any board or committee of the directors of the Corporation. 12. Delivery of Possession Seller agrees that as of the closing date the Apartment will be vacant and possession will be delivered to Purchaser. 13. Termination This Agreement shall become void and neither party shall have any rights against the other, except that the Seller shall refund to the Purchaser the amount paid on execution of this Agreement, upon the happening of any of the following conditions: A.If prior to the closing the Corporation shall have elected to purchase the Shares and Seller's interest in the Lease or to cancel and terminate the Lease under any option or privilege reserved or contained in the Lease; B. If the Corporation shall have refused to give its consent as required in this Agreement, or if, after adjournment of the closing pursuant to Section 5, Seller has been unable to obtain the consent of the Corporation by the adjourned closing date; or C. If Seller shall be unable, except for Purchaser's willful default, to comply with each one of the provisions of Paragraphs A, B, C and D of Art 6 of this Agreement. 14. Condition of Property Purchaser acknowledges that Purchaser has inspected the Apartment and all fixtures, equipment and other personal property included in this sale and agrees to take title to the same as is and in their present condition, subject to reasonable use, wear, tear, and natural deterioration between now and closing. Purchaser shall have the right, after reasonable notice to Seller, to inspect them before closing. 15. Charges Payable by Partners Seller agrees to pay the normal charge payable to the Corporation in connection with the Assignment of the Lease and the sale of the Shares, excluding any charges resulting from Purchaser's financing of the purchase. If Purchaser decides to finance the purchase, Purchaser agrees to pay all additional charges, if any, payable to the Corporation as a result including, but not limited to, reasonable charges of the Corporation's attorney. 16. Default by Purchaser If Purchaser shall fail to accept the Assignment of the Lease and to take title to the Shares at the closing and fail to pay to Seller the balance of the purchase price and apportionments for any reason other than those set forth in Article 13, then the amount paid on the execution of this Agreement and any other sum or sums paid by Purchaser to Seller prior to closing may, at the option of the Seller, be retained by Seller as liquidated damages, in which event neither party shall have any further rights against the other with respect to this Agreement. The foregoing privilege, however, shall be without prejudice to any right or claim for damages against the Purchaser which might accrue to the Seller by reason of the default. 17. Broker Purchaser represents to Seller that Purchaser has not dealt with any broker in connection with this sale other than _______________________ (name of broker), and Seller agrees to pay the broker the commission earned by this sale (pursuant to separate agreement). 18. Severability The invalidity of any portion of this Agreement will not and shall not be deemed to affect the validity of any other provision. If any provision of this Agreement is held to be invalid, the parties agree that the remaining provisions shall be deemed to be in full force and effect as if they had been executed by both parties subsequent to the expungement of the invalid provision. 19. No Waiver The failure of either party to this Agreement to insist upon the performance of any of the terms and conditions of this Agreement, or the waiver of any breach of any of the terms and conditions of this Agreement, shall not be construed as subsequently waiving any such terms and conditions, but the same shall continue and remain in full force and effect as if no such forbearance or waiver had occurred. 20. Governing Law This Agreement shall be governed by, construed, and enforced in accordance with the laws of the State of _______________. 21. Notices Unless provided herein to the contrary, any notice provided for or concerning this Agreement shall be in writing and shall be deemed sufficiently given when sent by certified or registered mail if sent to the respective address of each party as set forth at the beginning of this Agreement. 22. Attorney’s FeesIn the event that any lawsuit is filed in relation to this Agreement, the unsuccessful party in the action shall pay to the successful party, in addition to all the sums that either party may be called on to pay, a reasonable sum for the successful party's attorney fees. 23. Mandatory Arbitration Any dispute under this Agreement shall be required to be resolved by binding arbitration of the parties hereto. If the parties cannot agree on an arbitrator, each party shall select one arbitrator and both arbitrators shall then select a third. The third arbitrator so selected shall arbitrate said dispute. The arbitration shall be governed by the rules of the American Arbitration Association then in force and effect. 24. Entire Agreement This Agreement shall constitute the entire agreement between the parties and any prior understanding or representation of any kind preceding the date of this Agreement shall not be binding upon either party except to the extent incorporated in this Agreement. 25. Modification of Agreement Any modification of this Agreement or additional obligation assumed by either party in connection with this Agreement shall be binding only if placed in writing and signed by each party or an authorized representative of each party. 26. Assignment of Rights The rights of each party under this Agreement are personal to that party and may not be assigned or transferred to any other person, firm, corporation, or other entity without the prior, express, and written consent of the other party. 27. Counterparts This Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original, but all of which together shall constitute but one and the same instrument. 28. Compliance with Laws In performing under this Agreement, all applicable governmental laws, regulations, orders, and other rules of duly-constituted authority will be followed and complied with in all respects by both parties WITNESS our seals and signatures as of the day and date first above stated. ________________________ _________________________ (Printed Name of Seller) (Printed Name of Purchaser) ________________________ _________________________ (Signature of Seller) (Signature of Purchaser) Signed, sealed and delivered in the presence of: Printed Name of Witness: _____________________________________ Signature: __________________ (Signature of Witness) Printed Name of Witness: _____________________________________ Signature: __________________ (Signature of Witness) (Acknowledgment form may vary by state) State of _______________ County of __________________ I ________________________ (Name of Notary Public), a Notary Public in and for the State of ________________, do hereby certify that _____________________________ ____________________ (Names of Buyer and Seller) , who are personally well known to me, as parties to and who executed the foregoing Agreement for Purchase and Sale of Rights to Cooperative Apartment bearing date the day of _____ day of ________________, 20_____, each personally appeared before me in said jurisdiction and acknowledged the same to be their act and deed. WITNESS my hand and official seal this ______ day of _______________, 20_____. _____________________ NOTARY PUBLIC My Commission expires: ___________________ ____________________________ ____________________________ ___________________ (Full Name, Address and Phone Number of Seller) ____________________________ ____________________________ ___________________ (Full Name, Address and Phone Number of Purchaser)