Residential Contract Of Sale Template Page 10

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The deed shall contain a covenant by Seller as required by subd. 5 of Section 13 of the
Lien Law.
(b) If Seller is a corporation, it shall deliver to Purchaser at the time of
Closing (i) a resolution of its Board of Directors authorizing the sale and delivery of the
deed, and (ii) a certificate by the Secretary or Assistant Secretary of the corporation
certifying such resolution and setting forth facts showing that the transfer is in conformity
with the requirements of Section 909 of the Business Corporation Law. The deed in such
case shall contain a recital sufficient to establish compliance with that Section.
15. Closing Date and Place. Closing shall take place at the office of
________________________________________
at
____________
o’clock
on
________________________ or, upon reasonable notice (by telephone or otherwise) by
Purchaser, at the office of ____________________________________.
16. Conditions to Closing. This contract and Purchaser’s obligation to purchase
the Premises are also subject to and conditioned upon the fulfillment of the following
conditions precedent:
(a) The accuracy, as of the date of Closing, of the representations and
warranties of Seller made in this contract.
(b) The delivery by Seller to Purchaser of a valid and subsisting
Certificate of Occupancy or other required certificate of compliance, or evidence that
none was required, covering the building(s) and all of the other improvements located on
the property authorizing their use as a ________________ family dwelling at the date of
Closing.
(c) The delivery by Seller to Purchaser of a certificate stating that Seller is
not a foreign person, which certificate shall be in the form then required by FIRPTA or a
withholding certificate from the Internal Revenue Service. If Seller fails to deliver the
aforesaid certificate or if Purchaser is not entitled under FIRPTA to rely on such
certificate, Purchaser shall deduct and withhold from the purchase price a sum equal to
10% thereof (or any lesser amount permitted by law) and shall at Closing remit the
withheld amount with the required forms to the Internal Revenue Service.
(d) The delivery of the Premises and all building(s) and improvements
comprising a part thereof in broom clean condition, vacant and free of leases or tenancies,
together with keys to the Premises.
(e) All plumbing (including water supply and septic systems, if any),
heating and air conditioning, if any, electrical and mechanical systems, equipment and
machinery in the building(s) located on the property and all appliances which are
included in this sale being in working order as of the date of Closing.
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