Distributed Xxxxxx Xxxxxxxx, Inc.
NYC 10013
154 Contract of sale for New York office, commercial and multi-family
residential premises. 2-95
Prepared by the Real Property Committee of the Association of the Bar of the
City of New York.
NOTE: This form is intended to cover matters to most transactions.
Provisions should be added, altered or deleted to suit the circumstances
of a particular transaction.
Contract of Sale -- Office, Commercial and Multi-Family Residential Premises
Table of Contents
Section 1. Sale of premises and acceptable title
Section 2. Purchase price, acceptable funds, existing mortgages,
purchase money mortgage, escrow of downpayment and
foreign persons
Section 3. The closing
Section 4. Representations and warranties of seller
Section 5. Acknowledgements of purchaser
Section 6. Seller's obligations as to leases
Section 7. Responsibility for violations
Section 8. Destruction, damage or condemnation
Section 9. Covenants of seller
Section 10. Seller's closing obligations
Section 11. Purchaser's closing obligations
Section 12. Apportionments
Section 13. Objections to title, failure of seller or
purchaser to perform and vendee's lien
Section 14. Broker
Section 15. Notices
Section 16. Limitations on survival of representations,
warranties, covenants and other obligations
Section 17. Gains tax and miscellaneous provisions
Signatures and receipt by escrowee
Schedule A. Description of premises (to be attached)
Schedule B. Permitted exceptions
Schedule C. Purchase price
Schedule D. Miscellaneous
Schedule E. Rent schedule (to be attached)
CONTRACT dated 1998 between LOJO REALTY, INC., a New York
corporation, having an office at 00-00 00xx Xxxxxx, Xxxxxx Xxxxxxx, Xxx Xxxx
00000,
("Seller") and Western Beef Properties, Inc. a New York corporation, having an
office at 00-00 Xxxxxxxxxxxx Xxxxxx, Xxxxxxxxx, Xxx Xxxx 00000,
("Purchaser").
Seller and Purchaser hereby covenant and agree as follows:
Section 1. Sale of Premises and Acceptable Title
ss.1.01. Seller shall sell to Purchaser, and Purchaser shall purchase
from Seller, at the price and upon the terms and conditions set forth in this
contract: (a) the parcel of land more particularly described in Schedule A
attached hereto ("Land"); (b) all buildings and improvements situated on the
Land (collectively, "Building"); (c) all right, title and interest of Seller, if
any, in and to the land lying in the bed of any street or highway in front of or
adjoining the Land to the center line thereof and to any unpaid award for any
taking by condemnation or any damage to the Land by reason of a change of grade
of any street or highway; (d) the appurtenances and all the estate and rights of
Seller in and to the Land and Building; and (e) all right, title and interest
of Seller, if any, in and to the fixtures, equipment and other personal
property attached or appurtenant to the Building (collectively, "Premises"). The
Premises are located at or known as 0000-0000 Xxxxxx Xxxxxx, Xxxxxx, Xxx Xxxx.
ss.1.02. Seller shall convey and Purchaser shall accept fee simple title
to the Premises in accordance with the terms of this contract, subject only to:
(a) the matters set forth in Schedule B attached hereto (collectively,
"Permitted Exceptions"); and (b) such other matters as (i) the title insurer
specified in Schedule D attached hereto (or if none is so specified, then any
title insurer licensed to do business by the State of New York) shall be
willing, without special premium, to omit as exceptions to coverage or to except
with insurance against collection out of or enforcement against the Premise
provided the cost thereof is borne by Seller and (ii) shall be accepted by any
lender described in Section 274-a of the Real Property Law ("Institutional
Lender") which has committed in writing to provide mortgage financing to
Purchaser for the purchase of the Premises ("Purchaser's Institutional Lender"),
Section 2. Purchase Price, Acceptable Funds, Existing Mortgages, Purchase Money
Mortgage, Escrow of Downpayment and Foreign Persons
ss.2.01. The purchase price ("Purchase Price") to be paid by Purchaser to
Seller for the Premises as provided in Schedule C attached hereto is $250,000.00
ss.2.02. All monies payable under this contract, unless otherwise
specified in this contract, shall be paid by (a) certified checks of Purchaser
or any person making a purchase money loan to Purchaser drawn on any bank,
savings bank, trust company or savings and loan association having a banking
office in the State of New York or (b) official bank checks drawn by any such
banking institution, payable to the order of Seller, except that uncertified
checks of Purchaser payable to the order of Seller up to the amount of one-half
of one percent of the Purchase Price shall be acceptable for sums payable to
Seller at the Closing.
ss.2.04. (a) If Schedule C provides for payment of a portion of the
Purchase Price by execution and delivery to Seller of a note secured by a
purchase money mortgage ("Purchase Money Mortgage"), such note and Purchase
Money Mortgage shall be drawn by the attorney for the Seller on the most recent
forms of the New York Board of Title Underwriters for notes and for mortgages of
like lien, as modified by this contract. At the Closing, Purchaser shall pay the
mortgage recording tax and recording fees therefor and the filing fees for any
financing statements delivered in connection therewith.
(c) The Purchase Money Mortgage shall contain the following
additional provisions:
(i) "The mortgagor or any owner of the mortgaged premises shall have the
right to prepay the entire unpaid indebtedness together with accrued interest,
but without penalty, at any time on not less than 10 days' written notice to the
holder hereof."
(ii) "Notwithstanding anything to the contrary contained herein, the
obligation of the mortgagor for the payment of the indebtedness and for the
performance of the terms, covenants and conditions contained herein and in the
note secured hereby is limited solely to recourse against the property secured
by this mortgage, and in no event shall the mortgagor or any principal of the
mortgagor, disclosed or undisclosed, be personally liable for any breach of or
default under the note [ILLEGIBLE] mortgage or for any deficiency resulting from
or through any proceedings to foreclose this mortgage, nor shall any deficiency
judgment, money judgment or other personal judgment be sought or entered against
the mortgagor or any principal of the mortgagor, disclosed or undisclosed, but
the foregoing shall not adversely affect the lien of this mortgage or the
mortgagee's right of foreclosure."
(iii) "In addition to performing its obligations under Section 274-a of
the Real Property Law, the mortgagee, if other than one of the institutions
listed in Section 274-a, agrees that, within 10 days after written request by
the mortgagor, but not more than twice during any period of 12 consecutive
months, it will execute, acknowledge and deliver without charge a certificate of
reduction in recordable form (a) certifying as to (1) the then unpaid principal
balance of the indebtedness secured hereby, (2) the maturity date thereof, (3)
the rate of interest, (4) the last date to which interest has been paid and (5)
the amount of any escrow deposits then held by the mortgagee, and (b) stating,
to the knowledge of the mortgagee, whether there are any alleged defaults
hereunder and, if so, specifying the nature thereof."
(iv) "All notices required or desired to be given under this mortgage
shall be in writing and shall be delivered personally or shall be sent by
prepaid registered or certified mail, addressed to the mortgagor and mortgagee
at the addresses specified in this mortgage or to such other parties or at such
other addresses, not exceeding two, as may be designated in a notice given to
the other party or parties in accordance with the provisions hereof."
(v) The additional provisions, if any, specified in a rider hereto.
ss.2.05. (a) If the sum paid under paragraph (a) of Schedule C or any
other sums paid on account of the Purchase Price prior to the Closing
(collectively, "Downpayment") are paid by check or checks drawn to the order of
and delivered to Seller's attorney or another escrow agent ("Escrowee"), the
Escrowee shall hold the proceeds thereof in escrow in a special bank account (or
as otherwise agreed in writing by Seller, Purchaser and Escrowee) until the
Closing or sooner termination of this contract and shall pay over or apply such
proceeds in accordance with the terms of this section. Escrowee need not hold
such proceeds in an interest-bearing account, but if any interest is earned
thereon, such interest shall be paid to the same party entitled to the escrowed
proceeds, and the party receiving such interest shall pay any income taxes
thereon. The tax identification numbers of the parties are either set forth in
Schedule D or shall be furnished to Escrowee upon request. At the Closing, such
proceeds and the interest thereon, if any, shall be paid by Escrowee to Seller.
If for any reason the Closing does not occur and either party makes a written
demand upon Escrowee for payment of such amount, Escrowee shall give written
notice to the other party of such demand. If Escrowee does not receive a written
objection from the other party to the proposed payment within 10 business days
after the giving of such notice, Escrowee is hereby authorized to make such
payment. If Escrowee does receive such written 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 written instructions from the parties to this contract or a final
judgment of a court. However, Escrowee shall have the right at any time to
deposit the escrowed proceeds and interest thereon, if any, with the clerk of
the Supreme Court of the county in which the Land is located. Escrowee shall
give written notice of such deposit to Seller and Purchaser. Upon such deposit
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, that Escrowee shall not
be deemed to be the agent of either of the parties, and that Escrowee shall not
be liable to either of the parties for any act or omission on its part unless
taken or suffered in bad faith, in willful disregard of this contract or
involving gross negligence. Seller and Purchaser shall jointly and severally
indemnify and hold Escrowee harmless from and against all costs, claims and
expenses, including reasonable attorneys' fees, incurred in connection with the
performance of Escrowee's duties hereunder, except with respect to actions or
omissions taken or suffered by Escrowee in bad faith, in willful disregard of
this contract or involving gross negligence on the part of Escrowee.
(c) Escrowee has acknowledged agreement to these provisions by
signing in the place indicated on the signature page of this contract.
ss.2.06. In the event that Seller is a "foreign person", as defined in
Internal Revenue Code Section 1445 and regulations issued thereunder
(collectively, the "Code Withholding Section"), or in the event that Seller
fails to deliver the certification of non-foreign status required under
ss.10.12(c), or in the event that Purchaser is not entitled under the Code
Withholding Section to rely on such certification, Purchaser shall deduct and
withhold from the Purchase Price a sum equal to ten percent (10%) thereof and
shall at Closing remit the withheld
amount with Forms 8288 and 8288A (or any successors thereto) to the Internal
Revenue Service; and the cash balance of the Purchase Price payable to Seller at
the Closing after deduction of net adjustments, apportionments and credits (if
any) to be made or allowed in favor of Seller at the Closing as herein provided
is less than ten percent (10%) of the Purchase Price, Purchaser shall have the
right to terminate this contract, in which event Seller shall refund the
Downpayment to Purchaser and shall reimburse Purchaser for title examination and
survey costs as if this contract were terminated pursuant to ss.13.02. The right
of termination provided for in this ss.2.06 shall be in addition to and not in
limitation of any other rights or remedies available to Purchaser under
applicable law.
Section 3. The Closing
ss.3.01. Except as otherwise provided in this contract, the closing of
title pursuant to this contract ("Closing") shall take place on the scheduled
date and time of closing specified in Schedule D (the actual date of the Closing
being herein referred to as "Closing Date") at the place specified in Schedule
D.
Section 4. Representations and Warranties of Seller
Seller represents and warrants to Purchaser as follows:
ss.4.01. Unless otherwise provided in this contract, Seller is the sole
owner of the Premises.
ss.4.02. If the Premises are encumbered by an Existing Mortgage(s), no
written notice has been received from the Mortgagee(s) asserting that a default
or breach exists thereunder which remains uncured and no such notice shall have
been received and remain uncured on the Closing Date. If copies of documents
constituting the Existing Mortgage(s) and note(s) secured thereby have been
exhibited to and initialed by Purchaser or its representative, such copies are
true copies of the originals and the Existing Mortgage(s) and note(s) secured
thereby have not been modified or amended except as shown in such documents.
ss.4.06. If an insurance schedule is attached hereto, such schedule lists
all insurance policies presently affording coverage with respect to the
Premises, and the information contained therein is accurate as of the date set
forth therein or, if no date is set forth therein, as of the date hereof.
ss.4.10. The assessed valuation and real estate taxes set forth in
Schedule D, if any, are the assessed valuation of the Premises and the taxes
paid or payable with respect thereto for the fiscal year indicated in such
schedule. Except as otherwise set forth in Schedule D, there are no tax
abatements or exemptions affecting the Premises.
ss.4.13. Except as otherwise set forth in Schedule D, Seller has no actual
knowledge of any assessment payable in annual installments, or any part thereof,
which has become a lien on the Premises.
ss.4.14. Seller is not a "foreign person" as defined in the Code
Withholding Section.
Section 5. Acknowledgments of Purchaser
Purchaser acknowledges that:
ss.5.01. Purchaser has inspected the Premises, is fully familiar with the
physical condition and state of repair thereof, and, subject to the provisions
of ss.7.01, ss.8.01, and ss.9.04, shall accept the Premises "as is" and in their
present condition, subject to reasonable use, wear, tear and natural
deterioration between now and the Closing Date, without any reduction in the
Purchase Price for any change in such condition by reason thereof subsequent to
the date of this contract.
ss.5.02. Before entering into this contract, Purchaser has made such
examination of the Premises, the operation, income and expenses thereof and all
other matters affecting or relating to this transaction as Purchaser deemed
necessary. In entering into this contract, Purchaser has not been induced by and
has not relied upon any representations, warranties or statements, whether
express or implied, made by Seller or any agent, employee or other
representative of Seller or by any broker or any other person representing or
purporting to represent Seller, which are not expressly set forth in this
contract, whether or not any such representations, warranties or statements were
made in writing or orally.
Section 6. Seller's Obligations as to Leases
Section 7. Responsibility for Violations. See Schedule "D"
ss.7.04. If required, Seller, upon written request by Purchaser, shall
promptly furnish to Purchaser written authorizations to make any necessary
searches for the purposes of determining whether notes or notices of violations
have been noted or issued with respect to the Premises or liens have attached
thereto.
Section 8. Destruction, Damage or Condemnation
ss.8.01. The provisions of Section 5-1311 of the General Obligations Law
shall apply to the sale and purchase provided for in this contract.
Section 9. Covenants of Seller
Seller covenants that between the date of this contract and the Closing:
ss.9.03. If an insurance schedule is attached hereto, Seller shall
maintain in full force and effect until the Closing the insurance policies
described in such schedule or renewals thereof for no more than one year of
those expiring before the Closing.
ss.9.05. Seller shall not withdraw, settle or otherwise compromise any
protest or reduction proceeding affecting real estate taxes assessed against the
Premises for any fiscal period in which the Closing is to occur or any
subsequent fiscal period without the prior written consent of Purchaser, which
consent shall not be unreasonably withheld. Real estate tax refunds and credits
received after the Closing Date which are attributable to the fiscal tax year
during which the Closing Date occurs shall be apportioned between Seller and
Purchaser, after deducting the expenses of collection thereof, which obligation
shall survive the Closing.
ss.9.06. Seller shall allow Purchaser or Purchaser's representatives
access to the Premises, and documents required to be delivered under this
contract upon reasonable prior notice at reasonable times.
Section 10. Seller's Closing Obligations
At the Closing, Seller shall deliver the following to Purchaser:
ss.10.01. A statutory form of bargain and sale deed with covenant against
grantor's acts, containing the covenant required by Section 13 of the Lien Law,
and properly executed in proper form for recording so as to convey the title
required by this contract.
ss.10.06. An assignment to Purchaser, without recourse or warranty, of
all of the interest of [ILLEGIBLE] those insurance policies, certificates,
permits and other documents to be delivered to Purchaser at the Closing which
are then in effect and are assignable by Seller.
ss.10.09. All original insurance policies with respect to which premiums
are to be apportioned or, if unobtainable, true copies or certificates thereof.
ss.10.10. To the extent they are then in Seller's possession and not
posted at the Premises, certificates, licenses, permits, authorizations and
approvals issued for or with respect to the Premises by governmental and
quasi-governmental authorities having jurisdiction.
ss.10.11. Such affidavits as Purchaser's title company shall reasonably
require in order to omit from its title insurance policy all exceptions for
judgments, bankruptcies or other returns against persons or entities whose names
are the same as or similar to Seller's name.
ss.10.12(a) Checks to the order of the appropriate officers in payment of
all applicable real property transfer taxes and copies of any required tax
returns therefor executed by Seller, which checks shall be certified or official
bank checks if required by the taxing authority, unless Seller elects to have
Purchaser pay any of such taxes and credit Purchaser with the amount thereof,
(b) the Tentative Assessment and Return or Statement of No Tax Due or affidavit
(whichever is applicable) and the checks and other items (if any) required under
ss. 17.09(a), and (c) a certification of non-foreign status, in form required by
the Code Withholding Section, signed under penalty of perjury. Seller
understands that such certification will be retained by Purchaser and will be
made available to the Internal Revenue Service on request.
ss.10.16. If Seller is a corporation and if required by Section 909 of the
Business Corporation Law, a resolution of Seller's board of directors
authorizing the sale and delivery of the deed and a certificate executed by the
secretary or assistant secretary of Seller certifying as to the adoption of such
resolution and setting forth facts showing that the transfer complies with the
requirements of such law. The deed referred to in ss.10.01 shall also contain a
recital sufficient to establish compliance with such law.
ss.10.17. Possession of the Premises in the condition required by this
contract.
ss.10.18. Any other documents required by this contract to be delivered by
Seller.
Section 11. Purchaser's Closing Obligations
At the Closing, Purchaser shall:
ss.11.01. Deliver to Seller checks in payment of the portion of the
Purchase Price payable at the Closing, as adjusted for apportionments under
Section 12, plus the amount of escrow deposits, if any, assigned pursuant to
ss.10.08.
ss.11.02. Deliver to Seller the Purchase Money Mortgage, if any, in
proper form for recording, the note secured thereby, all properly executed, and
Purchaser shall pay the mortgage recording tax and recording fees for any
Purchase Money Mortgage.
ss.11.04. Cause the deed to be recorded, duly complete all required real
property transfer tax returns and cause all such returns and checks in payment
of such taxes to be delivered to the appropriate officers promptly after the
Closing.
ss.11.05. Deliver any other documents required by this contract to be
delivered by Purchaser.
Section 12. Apportionments
ss.12.01. The following apportionments shall be made between the parties
at the Closing as of the close of business on the day prior to the Closing Date:
(c) real estate taxes, water charges, sewer rents and vault charges, if
any, on the basis of the fiscal period for which assessed, except that if there
is a water meter on the Premises, apportionment at the Closing shall be based on
the last available reading, subject to adjustment after the Closing when the
next reading is available;
(i) insurance premiums on transferable insurance policies listed on a
schedule hereto or permitted renewals thereof;
(k) any other items listed in Schedule D.
If the Closing shall occur before a new tax rate is fixed, the
apportionment of taxes at the Closing shall be upon the basis of the old tax
rate for the preceding period applied to latest assessed valuation. Promptly
after the new tax rate is fixed, the apportionment of taxes shall be recomputed.
Any discrepancy resulting from such recomputation and any errors or omissions in
computing apportionments at Closing shall be promptly corrected, which
obligations shall survive the Closing.
Section 13. Objections to Title, Failure of Seller or Purchaser to Perform and
Vendee's Lien
ss.13.01. Purchaser shall promptly order an examination of title and
shall cause a copy of the title report to be forwarded to Seller's attorney upon
receipt. Seller shall be entitled to a reasonable adjournment or adjournments of
the Closing for up to 60 days or until the expiration date of any written
commitment of Purchaser's Institutional Lender delivered to Purchaser prior to
the scheduled date of Closing, whichever occurs first, to remove any defects in
or objections to title noted in such title report and any other defects or
objections which may be disclosed on or prior to the Closing Date.
ss.13.02. If Seller shall be unable to convey title to the Premises at the
Closing in accordance with the provisions of this contract or if Purchaser shall
have any other grounds under this contract for refusing to consummate the
purchase provided for herein, Purchaser, nevertheless, may elect to accept such
title as Seller may be able to convey with a credit against the monies payable
at the Closing equal to the reasonably estimated cost to cure the same (up to
the Maximum Expense described below), but without any other credit or liability
on the part of Seller. If Purchaser shall not so elect, Pur-
chaser may terminate this contract and the sole liability of Seller shall be to
refund the Downpayment to purchaser and to reimburse Purchaser for the net cost
of title examination, but not to exceed the net amount charged by Purchaser's
title company therefor without issuance of a policy, and the net cost of
updating the existing survey of the Premises or the net cost of a new survey of
the Premises if there was no existing survey or the existing survey was not
capable of being updated and a new survey was required by Purchaser's
Institutional Lender. Upon such refund and reimbursement, this contract shall be
null and void and the parties hereto shall be relieved of all further
obligations and liability other than any arising under Section 14. Seller shall
not be required to bring any action or proceeding or to incur any expense in
excess of the Maximum Expense specified in Schedule D (or if none is so
specified, the Maximum Expense shall be one-half of one percent of the Purchase
Price) to cure any title defect or to enable Seller otherwise to comply with the
provisions of this contract, but the foregoing shall not permit Seller to refuse
to pay off at the Closing, to the extent of the monies payable at the Closing,
mortgages on the Premises, other than Existing Mortgages, of which Seller has
actual knowledge.
ss.13.03. 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 the Closing Date, 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 on the Closing Date 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 otherwise
complying with ss.2.02. If Purchaser's title insurance company is willing to
insure both Purchaser and Purchaser's Institutional Lender, if any, that such
charges, liens and encumbrances will not be collected out of or enforced against
the Premises, then, unless Purchaser's Institutional Lender reasonably refuses
to accept such insurance in lieu of actual payment and discharge, Seller shall
have the right in lieu of payment and discharge to deposit with the title
insurance company such funds or assurances or to pay such special or additional
premiums as the title insurance company may require in order to so insure. In
such case the charges, liens and encumbrances with respect to which the title
insurance company has agreed so to insure shall not be considered objections to
title.
ss.13.04. If Purchaser shall default in the performance of its obligation
under this contract to purchase the Premises, the sole remedy of Seller shall be
to retain the Downpayment as liquidated damages for all loss, damage and expense
suffered by Seller, including without limitation the loss of its bargain.
ss.13.05. Purchaser shall have a vendee's lien against the Premises for
the amount of the Downpayment, but such lien shall not continue after default by
Purchaser under this contract.
Section 14. Broker
ss.14.01. If a broker is specified in Schedule D, Seller and Purchaser
mutually represent and warrant that such broker is the only broker with whom
they have dealt in connection with this contract and that neither Seller nor
Purchaser knows of any other broker who has claimed or may have the right to
claim a commission in connection with this transaction, unless otherwise
indicated in Schedule D. The commission of such broker shall be paid pursuant to
separate agreement by the party specified in Schedule D. If no broker is
specified in Schedule D, the parties acknowledge that this contract was brought
about by direct negotiation between Seller and Purchaser and that neither Seller
nor Purchaser knows of any broker entitled to a commission in connection with
this transaction. Unless otherwise provided in Schedule D, Seller and purchaser
shall indemnify and defend each other against any costs, claims or expenses,
including attorneys' fees, arising out of the breach on their respective parts
of any representations, warranties or agreements contained in this paragraph.
The representations and obligations under this paragraph shall survive the
Closing or, if the Closing does not occur, the termination of this contract.
Section 15. Notices
ss. 15.01. All notices under this contract shall be in writing and shall
be delivered personally or shall be sent by prepaid registered or certified
mail, addressed as set forth in Schedule D, or as Seller or Purchaser shall
otherwise have given notice as herein provided.
Section 16. Limitations on Survival of Representations, Warranties, Covenants
and other Obligations
ss.16.01. Except as otherwise provided in this contract, no
representations, warranties, covenants or other obligations of Seller set forth
in this contract shall survive the Closing, and no action based thereon shall be
commenced after the Closing. The representation warranties, covenants and other
obligations of Seller set forth in ss.4.03, ss.6.01 and ss.6.02 shall survive
until the Limitation Date specified in Schedule D (or if none is so specified,
the Limitation Date shall be the date which is six months after the Closing
Date), and no action based thereon shall be commenced after the Limitation Date.
ss.16.02. The delivery of the deed by Seller, and the acceptance thereof
by Purchaser, shall be deemed the full performance and discharge of every
obligation on the part of Seller to be performed hereunder, except those
obligations of Seller which are expressly stated in this contract to survive the
Closing.
Section 17. Gains Tax and Miscellaneous Provisions
ss.17.01. If consent of the Existing Mortgagee(s) is required under
ss.2.03(b), Purchaser shall not assign this contract or its rights hereunder
without the prior written consent of Seller. No permitted assignment of
Purchaser's rights under this contract shall be effective against Seller unless
and until an executed counterpart of the instrument of assignment shall have
been delivered to Seller and Seller shall have been furnished with the name and
address of the assignee. The term "Purchaser" shall be deemed to include the
assignee under any such effective assignment.
ss.17.02. This contract embodies and constitutes the entire understanding
between the parties with respect to the transaction contemplated herein, and all
prior agreements, understandings, representations and statements, oral or
written, are merged into this contract. Neither this contract nor any provision
hereof may be waived, modified, amended, discharged or terminated except by an
instrument signed by the party against whom the enforcement of such waiver,
modification, amendment, discharge or termination is sought, and then only to
the extent set forth in such instrument.
ss.17.03. This contract shall be governed by, and construed in accordance
with, the law of the State of New York.
ss.17.04. The captions in this contract are inserted for convenience of
reference only and in no way define, describe or limit the scope or intent of
this contract or any of the provisions hereof.
ss.17.05. This contract shall be binding upon and shall inure to the
benefit of the parties hereto and their respective heirs or successors and
permitted assigns.
ss.17.06. This contract shall not be binding or effective until properly
executed and delivered by Seller and Purchaser.
ss.17.07. As used in this contract, the masculine shall include the
feminine and neuter, the singular shall include the plural and the plural shall
include the singular, as the context may require.
ss.17.08. If the provisions of any schedule or rider to this contract are
inconsistent with the provisions of this contract, the provisions of such
schedule or rider shall prevail. Set forth in Schedule D is a list of any and
all schedules and riders which are attached hereto but which are not listed in
the Table of Contents.
ss.17.09. (a) If Required, Seller and Purchaser agree to comply in a
timely manner with the requirements of Article 31-B of the Tax Law of the State
of New York and the regulations applicable thereto, as the same from time to
time may be amended (collectively, the "Gains Tax Law"). Purchaser agrees to
deliver to Seller a duly executed and acknowledged Transferee Questionnaire
simultaneously with the execution of this contract or within five (5) business
days after subsequent written request from Seller or Seller's attorney. At the
Closing, Seller shall deliver (i) an official Statement of No Tax Due or (ii) an
official Tentative Assessment and Return accompanied by a certified check or
official bank check drawn on any banking institution described in ss.2.02(a),
payable to the order of the State Tax Commission in the amount of the tax shown
to be due thereon (it being understood, however, that if Seller has duly elected
to pay such tax in installments, the amount so required to be paid shall be the
minimum installment of such tax then permitted to be paid), or (iii) if
applicable, a duly executed and acknowledged affidavit in form permitted under
the Gains Tax Law claiming exemption therefrom.
(b) Seller agrees (i) to pay promptly any installment(s) or
additional tax due under the Gains Tax Law, and interest and penalties thereon,
if any, which may be assessed or due after the Closing, (ii) to indemnify and
save the Purchaser harmless from and against any of the foregoing and any
damage, liability, cost or expense (including reasonable attorneys' fees) which
may be suffered or incurred by Purchaser by reason of the non-payment thereof,
and (iii) to make any other payments and execute, acknowledge and deliver such
further documents as may be necessary to comply with the Gains Tax Law.
(c) If this contract is assignable by Purchaser, no assignment of
any rights hereunder shall be effective unless every assignor and assignee
complies in a timely manner with the requirements of the Gains Tax Law
applicable to the assignment transaction and unless an assignor or assignee xx-
xxxxxx to Seller at or before the Closing the applicable items referred to in
subparagraph (a) of this Section, all as may be required as a prerequisite to
the recording of the deed. In addition to making the payments and delivering the
instruments and documents referred to above, Purchaser and any assignor or
assignee of this contract shall promptly (i) make any other payments and (ii)
execute, acknowledge and deliver such further documents and instruments as may
be necessary to comply with the Gains Tax Law.
(d) Purchaser, if request is made within a reasonable time prior to
the Closing Date, shall provide at the Closing a separate certified or official
bank check drawn on any banking institution described in ss.2.02(a) in the
amount of the tax shown to be due on the official Tentative Assessment and
Return, which amount shall be credited against the balance of the Purchase Price
payable at the Closing.
(e) The provisions of this ss.17.09 shall survive the delivery of
the deed.
IN WITNESS WHEREOF, the parties hereto have executed this contract as of the
date first above written.
Seller: LOJO REALTY, INC.
By /s/ Xxxxx Xxxxxx
-----------------------------------
Purchaser: WESTERN BEEF PROPERTIES, INC.
By /s/ Xxxxx Xxxxxxxxxx, Xx.
-----------------------------------
Receipt by Escrowee
The undersigned Escrowee hereby acknowledges receipt of $ 20,000.00, by check
subject to collection, to be held in escrow pursuant to ss.2.05.
By: /s/ VITTORIA & FORYSYTHE
---------------------------
Schedule A
DESCRIPTION OF PREMISES
(to be attached separately and to include tax map designation)
Schedule B
PERMITTED EXCEPTIONS
1. Zoning regulations and ordinances which are not violated by the
existing structures or present use thereof and which do not render title
uninsurable.
Subject to the Provisions of rider Paragraph #1.
2. Consents by the Seller or any former owner of the Premises for the
erection of any structure or structures on, under or above any street or streets
on which the Premises may abut.
5. Unpaid installments of assessments not due and payable on or before the
Closing Date.
6. Financing statements, chattel mortgages and liens on personalty filed
more than 5 years prior to the Closing Date and not renewed, or filed against
property or equipment no longer located on the Premises or owned by Tenants.
7. (a) Rights of utility companies to lay, maintain, install and repair
pipes, lines, poles, conduits, cable boxes and related equipment on, over and
under the Premises, provided that none of such rights imposes any monetary
obligation on the owner of the Premises or render the Premises uninsurable.
(b) Encroachments of xxxxxx, areas, cellar steps, trim cornices,
lintels, window xxxxx, awnings, canopies, ledges, fences, xxxxxx, coping and
retaining walls projecting from the Premises over any street or highway or over
any adjoining property and encroachments of similar elements projecting from
adjoining property over the Premises.
(c) Revocability or lack of right to maintain vaults, coal chutes,
excavations or sub-surface equipment beyond the line of the Premises.
(d) Any state of facts that an accurate survey would disclose,
provided that such facts do not render title unmarketable or uninsuarable.
Purchaser shall not be required to expend any monies in order to render title
Insurable, which should be Seller's obligation.
Schedule C
PURCHASE PRICE
The Purchase Price shall be paid as follows:
(a) By check subject to collection, the receipt
of which is hereby acknowledged by Seller: $20,000.00
(b) By check or checks delivered to Seller at the
Closing in accordance with the provisions of ss.2.02: 70,000.00
Any existing mortgages will be cleared of record as of the
date of closing.
(d) By execution and delivery to Seller by Purchaser
or its assignee of a note secured by a Purchase Money
Mortgage on the Premises, payable as follows: 160,000.00
with interest at 6% per annum. Eighty-four (84) equal
monthly installments of $2,337.37 commencing
1998, and continuing through , 2005 with each
monthly installment being used first to pay interest on the
unpaid principal sum and then to reduce the principal sum
-----------
Purchase Price $250,000.00
===========
Schedule D
MISCELLANEOUS
1. Title insurer designated by the parties (ss.1.02):
4. Prepayment Date on or after which Purchase Money Mortgage may be prepaid
(ss.2.04(c)): At any time.
5. Seller's tax identification number (ss.2.05):
6. Purchaser's tax identification number (ss.2.05):
7. Scheduled time and date of Closing (ss.3.0l): On or about September 30,
1998 or as the Parties may otherwise agree in writing.
8. Place of Closing (ss.301):
Vittoria & Forsythe
000 Xxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
9. Assessed valuation of Premises (ss.4.10):
Actual Assessment:
Transition Assessment:
10. Fiscal year and annual real estate taxes on Premises (ss.4.10):
11. Tax abatements or exemptions affecting Premises (ss.4.10):
12. Assessments on Premises (ss.4.13):
13. Maximum Amount which Seller must spend to cure violations, etc. (ss.7.02):
$3,000.00
14. Maximum Expense of Seller to cure title defects, etc. (ss.13.02):
$3,000.00
15. Broker, if any (ss.14.01): None
16. Party to pay broker's commission (ss.14.01): Seller, if any.
17. Address for notices (ss.15.01):
If to Seller: Xxxxx Xxxxxx
LOJO Realty, Inc.
00-00 00xx Xxxxxx
Xxxxxx Xxxxxxx, Xxx Xxxx 00000
with a copy to Seller's attorney:
Xxxxxx Xxxxxxxx
Vittoria & Forsythe
000 Xxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
If to Purchaser:
Western Beef Properties, Inc.
00-00 Xxxxxxxxxxxx Xxxxxx
Xxxxxxxxx, Xxx Xxxx 00000
with a copy to Purchaser's attorney:
Xxxxxx Xxxxxxxxxx
Salon, Marrow & Xxxxxxx LLP
000 Xxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
18. Limitation Date for actions based on Seller's surviving representations
and other obligations (ss.16.01): Six (6) months
19. Additional Schedules or Riders (ss.17.08):
20. See Rider to contract annexed hereto and made a part hereof for additional
contract terms and provisions.
RIDER
RIDER TO CONTRACT OF SALE DATED JULY __, 1998, BY AND BETWEEN LOJO REALTY,
INC., AS SELLER, AND WESTERN BEEF PROPERTIES, INC. PURCHASER.
1. Notwithstanding anything to the contrary contained in the standard form of
contract of sale, of which this rider is attached, the obligations of Purchaser
shall be expressly subject and conditioned upon Purchaser obtaining zoning and
building department approval for the construction and maintenance of Purchasers
prototypical "Junior's" retail supermarket with parking. By executing the
contract of sale and rider, Seller shall be deemed to have consented to any and
all of the specifications and details of Purchasers prototypical "Junior's"
retail supermarket. In the event Purchaser shall be unable to obtain zoning and
building department approval, as aforesaid, then, and in that event, Purchaser
shall be entitled to a refund of its down payment upon written demand to
Seller's counsel Vittoria & Xxxxxxxx, who shall return said down payment within
five (5) days of such written demand.
2. Seller shall not be bound nor liable in any manner to Purchaser as a result
of any statements, representations or information pertaining to the above
premises furnished by any broker, agent, employee, servant or other person,
unless the same is specifically embodied in this agreement.
3. Purchasers counsel shall deliver to the attorney for Seller at least two (2)
weeks prior to closing a written notice of any title defects or encumbrances.
LOJO REALTY, INC. (Seller)
BY: /s/ Xxxxx Xxxxxx
---------------------------
WESTERN BEEF PROPERTIES, INC.
(Purchaser)
BY: /s/ Xxxxx Xxxxxxxxxx, Xx.
---------------------------
Dated:
-------------------------
SCHEDULE A
All that certain plot, piece or parcel of land, with the buildings and
improvements thereon erected, situate, lying and being in the Borough of Queens,
City and State of New York, designated on the tax map of the City of New York
for the Borough of Queens, as said Tax Map was on July 22, 1975, Block 3555,
Lots 1 and 8 property known as 0000-0000 Xxxxxx Xxxxxx, Xxxxxx, Xxx Xxxx.
CORPORATE RESOLUTION
At a special Director's meeting of Western Beef Properties, Inc., (the
"Corporation") held on January 29, 1999, at the offices of the Corporation,
00-00 Xxxxxxxxxxxx Xxxxxx, Xxxxxxxxx, Xxx Xxxx, it was resolved by motion made,
seconded and by two third vote carried as followed that:
WHEREAS, the Corporation having entered into a Contract of Sale to
purchase a parcel of vacant land located at 0000-0000 Xxxxxx Xxxxxx, Xxxxxxxx,
Xxx Xxxx, Xxxxxx Xxxxxx Block 3555; lot(s) 1 and 8, the "Property" on such terms
and conditions as the officers of the Corporation deemed advisable; and
WHEREAS, the Contract of Sale requires the Corporation to enter into a
purchase money mortgage in the amount of $160,000 to consummate the purchase;
NOW, THEREFORE, BE IT:
RESOLVED that the Corporation execute and enter into the purchase money
mortgage on such terms as the officers of the Corporation deem advisable in
order to consummate the Contract of Sale and the purchase of the property.
Dated: January 29, 1999
/s/ Xxxxx Xxxxxxxxxx, Xx.
---------------------------------------------------
Xxxxx Xxxxxxxxxx, Xx., President of the Corporation
/s/ Xxxxx Xxxxxxxx
---------------------------------------------------
Xxxxx Xxxxxxxx, Secretary of the Corporation
CORPORATE RESOLUTION
At a special Director's meeting of Western Beef Properties, Inc.,
(the "Corporation") held on January 29, 1999, at the offices of the Corporation,
00-00 Xxxxxxxxxxxx Xxxxxx, Xxxxxxxxx, Xxx Xxxx, it was resolved by motion made,
seconded and by two third vote carried as followed that:
WHEREAS, the Corporation desires to purchase a certain parcel of
vacant land located at 1071-1077 Xxxxxx Xxxxxx, Xxxxxxxx, Xxx Xxxx, Xxxxxx
Xxxxxx, Xxxxx 0000; Lot(s) 1 and 8", the "Property" in furtherance the
Corporation's business objectives, and;
WHEREAS, the Corporation desires that the purchase should be made on such
terms and conditions as the officers of the Corporation deem advisable,
NOW, THEREFORE, BE IT:
RESOLVED that the Corporation enter into and consummate a Contract of Sale
for the purchase of the property on such terms and conditions as the officers of
the Corporation deem advisable.
Dated: January 29, 1999
/s/ Xxxxx Xxxxxxxxxx, Xx.
---------------------------------------------------
Xxxxx Xxxxxxxxxx, Xx., President of the Corporation
/s/ Xxxxx Xxxxxxxx
---------------------------------------------------
Xxxxx Xxxxxxxx, Secretary of the Corporation
AGREEMENT made as of this 29th day of January, 1999 by and between
Lojo realty, Inc., having an address of 00-00 00xx Xxxxxx, Xxxxxx Xxxxxxx, Xxx
Xxxx 00000, (hereinafter "Seller") and Western Beef Properties, Inc., having an
address of 00-00 Xxxxxxxxxxxx Xxxxxx Xxxxxxxxx, Xxx Xxxx 00000, (hereinafter
"Purchaser")
WITNESSETH:
WHEREAS, Seller and Purchaser are parties to a contract of sale
wherein Seller agreed to sell and Purchaser agreed to purchase the real property
known as l07l-1089 Xxxxxxx Avenue, Flushing, N.Y. Block: 3555; Lot(s) 1 and 8,
(hereinafter the "Contract"); and
WHEREAS, there may be certain obligations of the Seller, pursuant to
the contract, which remain to be performed; and
WHEREAS, Parties wish to set forth their understanding concerning
the performance of these obligations,
NOW THEREFORE, in consideration of the mutual covenants and
conditions herein contained, the receipt and sufficiency of which are hereby
acknowledged, the parties agree as follows:
1. The obligations of Seller under the contract (set forth in #2 below) which
have not been performed as of the date of closing January 29, 1999, shall
survive the delivery of the deed.
2. Such obligations are the payment of real estate taxes, notices of violations
or violations of record against the real property, existing as of January 29,
1999.
3. Seller agrees to indemnify, release and hold harmless the purchaser from any
and all costs, suits or actions, of whatsoever nature, arising out of or as a
result of Seller's failure to perform it's obligations under the contract.
4. This indemnity shall survive the delivery of the deed for a period of eight
(8) months past the date of closing January 29, 1999 only.
5. This agreement may not be changed or modified, except by a writing executed
by the parties.
IN WITNESS WHEREOF, the parties have hereunto signed and sealed this agreement
as of the date set forth below.
Accepted and Agreed to: Accepted and Agreed to:
Lojo Realty, Inc. Western Beef Properties, Inc.
By: /s/ Xxxxxx Xxxxxx V.P. By: /s/ Xxxxx Xxxxxxxxxx
---------------------------- ------------------------------------
Dated: January 29, 0000
Xxxxx xx Xxx Xxxx )
)
County of Queens )
On this 29th day of January, 1999, before me personally came Xxxxx Xxxxxxxxxx,
to me known, who being by me duly sworn, did depose and say that he/she resides
in 00-00 Xxxxxxxxxxxx Xxxxxx, Xxxxxxxxx, XX, that he/she is the Vice President
of the corporation described in and which executed the foregoing instrument;
that he/she knows the seal of said corporation; the seal affixed to said
instrument is such corporate seal; that it was so by order of the Board of
Directors of said corporation; and that he/she signed his name thereto by like
order.
/s/ Xxxxx Xxxxx
----------------------------------------
Notary
XXXXX XXXXX
Notary Public, State of New York
No. 02 TR5011673
Qualified in Queens County
Commission Expires May 15, 0000
Xxxxx xx Xxx Xxxx )
)
County of Queens )
On this 29th day of January, 1999, before me personally came Xxxxxx Xxxxxx to me
known, who being by me duly sworn, did depose and say that he/she resides in
00-00 00xx Xx, Xxxxxxxx, XX that he/she is the Vice President of the corporation
described in and which executed the foregoing instrument; that he/she knows the
seal of said corporation; the seal affixed to aid instrument is such corporate
seal; that it was so affixed by order of the Board of Directors of said
corporation; and that he/she signed his name thereto by like order.
/s/ Xxxxx Xxxxx
----------------------------------------
Notary
XXXXX XXXXX
Notary Public, State of New York
No. 02 TR5011673
Qualified in Queens County
Commission Expires May 15, 1999
[ILLEGIBLE] XXXXXX SLUMBERS, INC., LAW BLANK PUBLISHERS
Bargain & sale deed, with covenant against grantor's acts--Ind. or Corp.
CONSULT YOUR LAWYER BEFORE SIGNING THIS INSTRUMENT -- THIS INSTRUMENT SHOULD
BE USED BY LAWYERS ONLY
-----------------------------------------
THIS INDENTURE, made the 29th day of January, nineteen hundred and ninety-nine
BETWEEN LOJO REALTY INC., a New York corporation having an office at 00-00 00xx
Xxxxxx, Xxxxxx Xxxxxxx, Xxx Xxxx 00000,
party of the first part, and WESTERN BEEF PROPERTIES, INC., a New York
corporation having an office at 00-00 Xxxxxxxxxxxx Xxxxxx, Xxxxxxxxx, Xxx Xxxx
00000
party of the second part,
WITNESSETH, that the party of the first part, in consideration of Ten and 00/100
($10.00)
dollars,
lawful money of the United States, paid
by the party of the second part, does hereby grant and release unto the party of
the second part, the heirs or successors and assigns of the party of the second
part forever,
ALL that certain plot, piece or parcel of land, with the buildings and
improvements thereon erected, situate,
lying and being in the Borough of Queens, city and state of New York, designated
on the Tax Map of the City of New York for the Borough of Queens, as said Tax
Map was on July 22, 1975, Block 3555, Lots 1 and 8, being bounded and described
as follows:
BEGINNING at the corner formed by the intersection of the northeasterly side of
Xxxxxxx Avenue and the southeasterly side of Summerfield Avenue;
RUNNING THENCE Northeasterly, along the southeasterly side of Summerfield
Avenue, 84.51 feet;
THENCE Southeasterly, at right angles to the southeasterly side of Summerfield
Avenue, 100.05 feet;
THENCE Northeasterly, at right angles to the last mentioned course, 4.30 feet;
THENCE Southeasterly, at right angles to the northwesterly side of Decatur
Street, 100.05 feet to the northwesterly side of Decatur Street;
THENCE Southwesterly along the northwesterly side of Decatur Street, 100.08 feet
to the northeasterly side of Xxxxxxx Avenue;
THENCE Northwesterly along the northeasterly side of Xxxxxxx Avenue, 200.42 feet
to the point or place of BEGINNING.
The premises herein described are and are intended to be the same as those
described indeed recorded in reel 2345 at page 831
This conveyance has been made with the unanimous consent in writing of all
stockholders of the party of the first part.
TOGETHER with all right, title and interest, if any, of the party of the first
part in and to any streets and roads abutting the above described premises to
the center lines thereof,
TOGETHER with the appurtenances and all the estate and rights of the party of
the first part in and to said premises,
TO HAVE AND TO HOLD the premises herein granted unto the party of the second
part, the heirs or successors and assigns of the party of the second part
forever.
AND the party of the first part covenants that the party of the first part has
not done or suffered anything whereby the said premises have been incumbered in
any way whatever, except as aforesaid.
AND the party of the first part, in compliance with Section 13 of the Lien Law,
covenants that the party of the first part will receive the consideration for
this conveyance and will hold the right to receive such consideration as a trust
fund to be applied first for the purpose of paying the cost of the improvement
and will apply the same first to the payment of the cost of the improvement
before using any part of the total of the same for any other purpose.
The word "party" shall be construed as if it read "parties" whenever the sense
of this indenture so requires. IN WITNESS WHEREOF, the party of the first part
has duly executed this deed the day and year first above written.
IN PRESENCE OF: LOJO REALTY INC.
/s/ Xxxxxx Xxxxxxxx By: /s/ Xxxxxx Xxxxxx, Xx. V.P.
---------------------------------- -------------------------------------
STATE OF NEW YORK, COUNTY OF ss:
On the day of 19 , before me personally came
to me known to be the individual described in and who
executed the foregoing instrument, and acknowledged that executed
the same.
STATE OF NEW YORK, COUNTY OF QUEENS ss:
On the 29th day of January 1999 , before me personally came XXXXXX X. XXXXXX to
me known, who, being known by me duly sworn, did depose and say that he resides
at No. 00-00 00xx Xx Xxxxxxxx, XX; that he is the Vice President of LOJO REALTY,
INC., the corporation described in and which executed the foregoing instrument;
that he knows the seal of said corporation; that the seal affixed to said
instrument is such corporate seal; that it was so affixed by order of the board
of directors of said corporation, and that he signed his name thereto by like
order.
/s/ Xxxxx Xxxxx
XXXXX XXXXX
Notary Public, State of New York
No. 02 TR5011673
Qualified in Queens County
Commission Expires May 15, 1999
Bargain and Sale Deed
WITH COVENANT AGAINST GRANTOR'S ACTS
STATE OF NEW YORK, COUNTY OF ss:
On the day of 19 , before me personally came
to me known to be the individual described in and who
executed the foregoing instrument, and acknowledged that executed
the same.
STATE OF NEW YORK, COUNTY OF ss:
On the day of 19 , before me personally came
the subscribing witness to the foregoing instrument, with whom I am
personally acquainted, who, being by me duly sworn, did depose and say that
he resides at No. ; that he knows
to be the individual
described in and who executed the foregoing instrument; that he, said
subscribing witness, was present and saw execute the same; and that
he, said witness, at the same time subscribed h name as witness
thereto.
TITLE NO.
================================================================================
LOJO REALTY INC.
TO
WESTERN BEEF PROPERTIES, INC.
SECTION
BLOCK 3555
LOTS 1 and 8
COUNTY OF QUEENS
RETURN BY MAIL TO:
---------------------------------------
XXXXXX XXXXXXXXXX, ESQ.
Salon, Marrow & Xxxxxxx
000 Xxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Zip No.
---------------------------------------
--------------------------------------------------------
Reserve this space for use of Recording Office.
--------------------------------------------------------
CONSULT YOUR LAWYER BEFORE SIGNING THIS INSTRUMENT -- THIS INSTRUMENT SHOULD BE
USED BY LAWYERS ONLY
-------------------------------------
THIS INDENTURE, made the 29th day of January, nineteen hundred and ninety-nine
BETWEEN LOJO REALTY INC., a New York corporation having an office at 00-00 00xx
Xxxxxx, Xxxxxx Xxxxxxx, Xxx Xxxx 00000,
party of the first part,and WESTERN BEEF PROPERTIES, INC., a New York
corporation having an office at 00-00 Xxxxxxxxxxxx Xxxxxx, Xxxxxxxxx, Xxx Xxxx
00000
party of the second part,
WITNESSETH, that the party of the first part, in consideration of Ten and 00/100
($10.00) dollars, lawful money of the United States, paid by the party of the
second part, does hereby grant and release unto the party of the second part,
the heirs or successors and assigns of the party of the second part forever,
ALL that certain plot, piece or parcel of land, with the buildings and
improvements thereon erected, situate, lying and being in the Borough of Queens,
City and State of New York, designated on the Tax Map was of the City of New
York for the Borough of Queens, as said Tax Map was on July 22, 1975, Block
3555, Lots 1 and 8, being bounded and described as follows:
BEGINNING at the corner formed by the intersection of the northeasterly side of
Xxxxxxx Avenue and the southeasterly side of Summerfield Avenue;
RUNNING THENCE Northeasterly, along the southeasterly side of Summerfield
Avenue, 84.51 feet;
THENCE Southeasterly, at right angles to the southeasterly side of
Summerfield Avenue, 100.05 feet;
THENCE Northeasterly, at right angles to the last mentioned course, 4.3O feet;
THENCE Southeasterly, at right angles to the northwesterly side of Decatur
Street, 100.05 feet to the northwesterly side of Decatur Street;
THENCE Southwesterly along the northwesterly side of Decatur Street, 100.08 feet
to the northeasterly side of Xxxxxxx Avenue;
THENCE Northwesterly along the northeasterly side of Xxxxxxx Avenue, 200.42 feet
to the point or place of BEGINNING.
The premises herein described are and are intended to be the same as those
described indeed recorded in reel 2345 at page 831.
The conveyance has been made with the unanimous consent in writing of all
stockholders of the party of the first part.
TOGETHER with all right, title and interest, if any, of the party of the first
part in and to any streets and roads abutting the above described premises to
the center lines thereof,
TOGETHER with the appurtenances and all the estate and rights of the party of
the first part in and to said premises,
TO HAVE AND TO HOLD the premises herein granted unto the party of the second
part, the heirs or successors and assigns of the party of the second part
forever.
AND the party of the first part covenants that the party of the first part has
not done or suffered anything whereby the said premises have been incumbered in
any way whatever, except as aforesaid.
AND the party of the first part, in compliance with Section 13 of the Lien Law,
covenants that the party of the first part will receive the consideration for
this conveyance and will hold the right to receive such consideration as a trust
fund to be applied first for the purpose of paying the cost of the improvement
and will apply the same first to the payment of the cost of the improvement
before using any part of the total of the same for any other purpose.
The word "party" shall be construed as if it read "parties" whenever the sense
of this indenture so requires.
IN WITNESS WHEREOF, the party of the first part has duly executed this deed the
day and year first above written.
IN PRESENCE OF: LOJO REALTY, INC.
/s/ Xxxxxx Xxxxxxxx By: /s/ Xxxxxx Xxxxxx V.P.
----------------------------------- -------------------------------------
STATE OF NEW YORK, COUNTY OF ss:
On the day of 19 , before me personally came
to me known to be the individual described in and who
executed the foregoing instrument, and acknowledged that executed
the same.
STATE OF NEW YORK, COUNTY OF QUEENS ss:
On the 29th day of January 1999 , before me personally came XXXXXX X. XXXXXX to
me known, who, being known by me duly sworn, did depose and say that he resides
at No. 00-00 00xx Xx Xxxxxxxx, XX; that he is the Vice President of LOJO REALTY,
INC. the corporation described in and which executed the foregoing instrument;
that he knows the seal of said corporation; that the seal affixed to said
instrument is such corporate seal; that it was so affixed order of the board of
directors of said corporation, and that he signed his name thereto by like
order.
/s/ Xxxxx Xxxxx
XXXXX XXXXX
Notary Public, State of New York
No. 02 TR5011673
Qualified in Queens County
Commission Expires May 15, 1999
STATE OF NEW YORK, COUNTY OF ss:
On the day of 19 , before me personally came
to me known to be the individual described in and who
executed the foregoing instrument, and acknowledged that executed
the same.
STATE OF NEW YORK, COUNTY OF ss:
On the day of 19 , before me personally came
the subscribing witness to the foregoing instrument, with whom I am
personally acquainted, who, being by me duly sworn, did depose and say that
he resides at No. ; that he knows
to be the individual
described in and who executed the foregoing instrument; that he, said
subscribing witness, was present and saw execute the same; and that he, said
witness, at the same time subscribed h name as witness thereto.
Bargain and Sale Deed
WITH COVENANT AGAINST GRANTOR'S ACTS
TITLE NO.
================================================================================
LOJO REALTY INC.
TO
WESTERN BEEF PROPERTIES, INC.
SECTION
BLOCK 3555
LOTS 1 and 8
COUNTY OF QUEENS
RETURN BY MAIL TO:
---------------------------------------
XXXXXX XXXXXXXXXX, ESQ.
Salon, Marrow & Xxxxxxx
000 Xxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Zip No.
---------------------------------------
--------------------------------------------------------
Reserve this space for use of Recording Office.
--------------------------------------------------------
