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FILED: WESTCHESTER COUNTY CLERK 10/31/2023 09:39 AM INDEX NO. 58594/2023
NYSCEF DOC. NO. 16 RECEIVED NYSCEF: 10/31/2023
THE GREATER BRIDGEPORT BAR ASSOCIATION, INC.
STANDARD FORM RESIDENTIAL REAL ESTATE SALES AGREEMENT
APPROVED AS OF NOVEMBER 10, 2009
AGREEMENT made as of the day of JULY, 2021 BETWEEN 35 VALLEY RD CT LLC, of 2435
Bedford St., Unit #14B, Stamford, CT (hereinafter referred to as the SELLER, whether one or more), and
ANTONIO LA ROCCA of (hereinafter referred to as the BUYER, whether one
or more),
W I T N E S S E T H:
1. PROPERTY. The SELLER, in consideration of the purchase price hereinafter specified, hereby agrees to sell
and convey, and the BUYER hereby agrees to purchase the real property commonly known as
35 VALLEY ROAD, GREENWICH, CT and specifically described in Schedule A attached hereto (the
"Premises") subject to the encumbrances and exceptions to title set forth or referred to in paragraph 6(e) and
Schedule A (legal description and exceptions, if any) attached hereto.
2. CONSIDERATION. The purchase price is SIX HUNDRED THOUSAND DOLLARS ($600,000.00)
which the BUYER agrees to pay as follows:
(a) As a part of the deposit heretofore paid, receipt of which is hereby $
acknowledged, subject to collection.
(b) As the balance of the deposit before or upon the signing of this $ 60,000.00
Agreement, receipt of which is hereby acknowledged, subject to
collection;
(c) Upon the delivery of the deed, by certified check or official bank $540,000.00
check drawn on a bank which is a member of the New York
Clearing House, or wire transfer the proceeds of which are
immediately available to SELLER (this amount may vary
depending on adjustments pursuant to this Agreement);
TOTAL $600,000.00
Any deposit made hereunder shall be paid to the SELLER's attorney who shall hold the same in escrow subject to
the terms and conditions hereof and release same to SELLER at the time of closing or to the party entitled thereto
upon sooner termination of this Agreement. Any other deposits held by other parties shall immediately be
forwarded to SELLER's attorney to be held under the same conditions. Prior to any release of the funds to either
party for any reason other than a closing, SELLER's attorney shall provide not less than seven (7) days notice to
both parties. If there is a dispute as to the deposit the SELLER's attorney may pay the deposit into court by
interpleader or other appropriate action whereupon the SELLER's attorney shall be relieved of all further
obligation.
Mortgage company checks or similar holding company checks, unless certified, DO NOT represent immediate
funds and will not be accepted at the time of closing. Trustee checks are NOT satisfactory funds for any payment
required by this Agreement at the time of closing. In the event SELLER or his attorney accepts BUYER's
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attorney's trustee check in lieu of other funds, BUYER agrees that no stop payment order or direction will be
issued with respect to such check(s). This provision shall survive the closing.
BUYER'S attorney shall tender to SELLER separate cashier's check(s), bank treasurer certified check(s) or wire
transfer(s), at SELLER'S discretion, for payoff of SELLER'S mortgage obligation(s), if any, in accordance with
the GBBA Real Estate
Closing Customs; the balance of funds due to be paid at closing in accordance with
Paragraph 2d of the Agreement.
3. DEED. The SELLER, on receiving the total purchase price, shall, at the SELLER's cost and expense, execute,
acknowledge, and deliver to the BUYER, or BUYER's permitted assigns, the usual Connecticut full covenant
Warranty Deed (or appropriate Fiduciary's Deed) in proper form, to convey to the BUYER, or BUYER's
permitted assigns, the fee simple of the Premises, free of all encumbrances except as aforesaid. The SELLER
shall thereupon pay all real estate conveyance taxes and shall complete and deliver to the BUYER the conveyance
tax forms.
4. CLOSING. The deed shall be delivered at the offices of the SELLER's attorney, provided said office is in
Fairfield County Connecticut, or at such place in Fairfield County, Connecticut, as may be designated by the
BUYER's lending institution on AUGUST 25, 2021, or sooner by mutual agreement of the parties hereto.
5. FIXTURES. (a) Included in this sale, for the aforesaid purchase price, are the following items, all of which
items the SELLER represents are owned by SELLER, not leased, and free from security interests, liens, other and
IS"
encumbrances, insofar as any of them are now located on the Premises, in their present "AS condition,
normal wear and tear excepted: heating, cooling, electrical and plumbing systems and fixtures, electric light
fixtures, stove, storm windows and doors, screens and screen doors, window shades, venetian blinds, curtain rods,
awnings, exterior television antennae, weathervanes, mail box(es), all pool equipment, garage door openers with
remotes, and existing plants and shrubbery, together with first and second floor oven/range, dishwasher,
washer and dryer.
(b) Included in the sale are fixtures which are defined as personal property that have become so attached to
the real property that they are not readily removable having become fixed, e.g. by nail, screw, bolt, glue, etc.
(c) Specifically excluded from the sale are:
(d) If any fixtures are leased, the leased item, and corresponding name and contact information of the lessor
is as follows:_
6. TITLE. (a) If, upon the date for the delivery of the deed as hereinafter provided, the SELLER shall be unable
to deliver or cause to be delivered a deed or deeds conveying a good and marketable title to the Premises, subject
only to the items set forth in Schedule A and Paragraph 6(e) hereof, then the SELLER shall be allowed a
reasonable postponement of closing not to exceed thirty (30) days, or such shorter time as may be within the term
of the BUYER's mortgage commitment, within which to perfect title. If at the end of said time the SELLER is
still unable to deliver or cause to be delivered a deed or deeds conveying a good and marketable title to said
Premises, subject as aforesaid, then the BUYER may elect to accept such title as the SELLER can convey,
without modification of the purchase price, or may reject such title. Upon such rejection, all sums paid on
account hereof, together with any expenses actually incurred by the BUYER, which expenses, however, shall be
limited in the aggregate so as not to exceed the gross premium cost of fee title insurance based on the amount of
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attorneys'
the purchase price, for fees, nonrefundable fees of lending institutions, survey costs and inspection fee,
shall be paid to the BUYER without interest thereon. Upon receipt of such payment, this Agreement shall
terminate and the parties hereto shall be released and discharged from all further claims and obligations
hereunder.
(b) The title herein required to be furnished by the SELLER shall be marketable, subject only to the items set
forth in Schedule A and Paragraph 6(e) hereof, and the marketability thereof shall be determined in accordance
with the Standards of Title of the Connecticut Bar Association now in force. Any and all defects in or
encumbrances against the title, which come within the scope of said Title Standards, shall not constitute valid
objections on the part of the BUYER, if such Standards do not so provide, and provided the SELLER furnishes
any affidavits or other instruments which may be required by the applicable Standards, and further provided title
will be insurable at standard premiums by a title insurance company licensed in the State of Connecticut.
(c) NO VIOLATIONS: The SELLER represents that the Premises and the present use thereof are not in
violation of any governmental rules, codes, permits, regulations or limitations, unless same have become legally
nonconforming, and there are no violations of any restrictive covenant, agreement or condition subject to which
title to the Premises is be conveyed in accordance with the terms hereof. Between the date of this Agreement and
the date of closing the SELLER will not do anything or allow anything to be done on or about the Premises which
will result in any such violation. The SELLER represents that SELLER has not received any notice of zoning or
building violations and that there has been no attempt to enforce same against the SELLER during the time in
which the SELLER has owned the Premises. SELLER represents that SELLER has no knowledge of any special
assessments levied or to be levied against the Premises, which are not yet a lien on the Premises and has no
knowledge of any existing improvements or work done on the Premises which may result in special taxes or
assessments to be paid thereon.
(d) RELEASE OF MORTGAGES: Notwithstanding anything to the contrary contained in this Agreement or
any riders attached hereto, in the event SELLER'S title is encumbered by mortgage lien(s) for which SELLER'S
attorney is unable to deliver release(s) of mortgage(s) at closing, the parties shall close the transaction, provided
that the following procedure is followed with respect to each mortgage lien: (a) the SELLER'S attorney shall
provide to the BUYER'S following attorney the documents at the time of closing: SELLER'S indemnification
letter in the form provided
by the Greater Bridgeport Bar Association Closing Customs, copy of mortgage payoff
statement provided by the mortgagee, mortgage payoff transmittal letter issued by the SELLER'S attorney in the
form provided by the Greater Bridgeport Bar Association Closing Customs, and a copy of the overnight airbill for
transmittal; (b) the SELLER'S attorney, upon receiving the release of mortgage from the mortgagee, shall send it,
with payment for the recording fee, to the BUYER'S attorney who shall then record the release of mortgage; (c) if
SELLER has not obtained such release within sixty (60) days after closing, the SELLER'S attorney and
BUYER'S attorney shall take all necessary steps towards compliance with the Section 49-8a of the Connecticut
General Statutes for the purpose of filing a statutory affidavit in lieu of release of mortgage should such filing
become necessary; (d) with respect to an equity line of credit, in addition to the aforesaid requirements, the
SELLER'S attorney shall notify the lender to terminate all future borrowing rights as the time at which the payoff
statement is requested, a copy of this notification shall be provided to BUYER at closing; (e) in the event
BUYER'S title insurance company will not issue a fee policy at no additional premium taking no exception for
said mortgage or mortgages, or which provides affirmative coverage against lost or damage by reason of said
unreleased mortgage or mortgages, BUYER shall not be obligated to proceed to closing; and (f) the provisions of
this paragraph 6(d) shall survive the closing.
(e) EXCEPTIONS TO TITLE: The Premises will be conveyed to and accepted by the BUYER subject to:
(i) Any and all zoning and/or building restrictions, limitations, regulations, ordinances, and/or laws; any
and all
building lines; and all other restrictions,
limitations, regulations, by any ordinances and/or laws imposed
governmental authority and any and all other provisions of any governmental restrictions, limitations, regulations,
ordinances and/or public laws, provided the Premises are not in violation of same at the time of closing.
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(ii) Real Property Taxes on the Current Grand List and any and all existing tax payments, municipal liens
and assessments, coming due on or after the date of closing; the BUYER shall by acceptance of the deed assume
and agree to pay, any and all such tax payments, liens and assessments which may on or after the date hereof be
assessed, levied against or become a lien on the Premises.
(iii) Any state of facts which a survey and/or physical inspection of the Premises might reveal, provided
same do not render title unmarketable (such exception is for purposes of this Agreement and shall not be
only
included in the deed, unless it was in the deed which SELLER received upon purchasing the property).
(iv) Common law, riparian or littoral rights of others and/or other rights, if any, in and to any natural
watercourse body or of water flowing through or adjoining the Premises, and all statutory and other rights of
others in and to any such watercourse or body of water.
(v) Unless otherwise specifically agreed between the parties in writing, any municipal assessment and/or
lien other than taxes shall be paid on a current basis by the SELLER and the balance assumed by the BUYER at
closing.
(vi) Such encumbrances as shown on Schedule A, if any
7. LIEN. All sums paid on account of this Agreement and the reasonable expenses as set forth in Paragraph 6 or
11 hereof are hereby made liens on the Premises, but such liens shall not continue after default by the BUYER
under this Agreement.
8. CONDITION OF PREMISES [TMS AGREEMENT IS NOT SUBJECT TO ANY INSPECTION
CONTINGENCIES]. The BUYER agrees that he has inspected said Premises, is satisfied with the physical
condition thereof and agrees to accept at closing the Premises in the condition that it was in at the time that all the
is"
Buyer's building inspections were completed, on an "as basis, reasonable wear and tear excepted, subject to
the provisions of Paragraph 11 hereof. SELLER represents that all appliances and systems on the Premises
(including the furnace, heating and air conditioning systems and any appliances included in the sale) are in
working order and will be in the same condition at the time of closing as they were on the date that all the
BUYER's building inspections were completed, reasonable wear and tear excepted. SELLER represents that the
floor areas under any area rugs or furniture, and the wall areas behind any furniture, wall hangings or other
objects, are of substantially the same condition and material as the floor and wall areas that are visible to
inspection by BUYER without moving any of the foregoing, and there are no holes in the floors or walls hidden
by the same, with the exception that reasonable nail holes shall be deemed to be acceptable. Neither SELLER nor
SELLER's agents any have made representations or wananties as to said Premises on which BUYER has relied
other than
as expressly set forth in this Agreement. The SELLER agrees that the condition of the Premises shall
be the same on the date of closing of title as of the date that all the BUYER's building inspections were
completed, reasonable wear and tear excepted, subject to the provisions of Paragraph 11 hereof.
9. BROKER(S). The parties hereto agree Charles Nedder of Coldwell Banker are the broker(s) who
negotiated the sale of the Premises, and the SELLER agrees to pay the commission
services for such pursuant to
separate agreement. This Agreement is consummated by the SELLER in reliance on the representation of the
BUYER that no other broker or agent brought the Premises to the BUYER's attention or was, in any way, a
procuring cause of this sale and purchase. The SELLER represents to the BUYER that no other broker or agent
has any exclusive sale or exclusive agency listing on the Premises. The BUYER (jointly and severally, if more
than one) hereby agrees to indemnify and hold harmless the SELLER against any liability by reason of the claim
of any other broker or agent for a commission on account of this sale, provided that it is adjudged by a court of
competent jurisdiction that a commission is due by reason of such other broker or agent being the procuring cause
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of this sale, said indemnity to include all costs of defending any such claim, including reasonable attorney's fees.
In the event of any such claim, SELLER shall promptly notify BUYER, and BUYER shall have the right, but not
the obligation, to assume the defense of such claim. The provisions of this paragraph shall survive the closing.
10. APPORTIONMENT. Real estate taxes, fire district taxes, sewer taxes, sewer assessments and sewer use
charges or other municipal assessments, water charges, rents, service contracts, dues and ordinary assessments of
private associations, and common charges, if any, shall be apportioned over the fiscal period for which levied.
BUYER shall reimburse SELLER at closing for any fuel remaining on the Premises at then market rates. All
adjustments shall be apportioned in accordance with the custom of the Bar Association of the community where
the Premises are located. Condominium special assessments due and payable prior to the date set forth in
Paragraph 4 of this Agreement shall be SELLER's responsibility. Any errors or omissions in computing
apportionment or other adjustments at closing shall be corrected within a reasonable time following the closing.
The preceding sentence shall survive the closing.
11. RISK OF LOSS. The risk of loss or damage by fire or other casualty to the buildings on the Premises until
the time of the delivery of the deed is assumed by the SELLER. Throughout the period between the date of this
Agreement and
the delivery of deed, SELLER shall continue to carry his existing fire and extended coverage
insurance on the buildings on the Premises. In the event that such loss or damage does occur prior to the delivery
of the deed, the SELLER shall immediately notify Buyer and shall be allowed a reasonable time thereafter, not to
exceed thirty (30) days from such loss or damage or such shorter time as may be within the term of BUYER's
mortgage commitment, within which to repair or replace such loss or damage to the Buyer's reasonable
satisfaction. In the event the SELLER does not repair or replace such loss or damage within said time, the
BUYER shall have the option:
(a) Of terminating this Agreement, in which event all sums paid on account hereof, together with any
attorneys'
expenses actually incurred by the BUYER for fees, nonrefundable fees of lending institutions, survey
costs and inspection fees (in the aggregate not to exceed the cost of fee title insurance based on the amount of the
purchase price), shall be paid to the BUYER without interest thereon. Upon receipt of such payment, further
claims and obligations between the parties hereto, by reason of this Agreement, shall be released and discharged;
or
(b) Of accepting a deed conveying the Premises in accordance with all the other provisions of this Agreement
upon payment of the aforesaid purchase price
and of receiving the benefit of all insurance moneys recovered or to
be recovered on account of such loss or damage, to the extent they are attributable to loss or damage to any
property included in this sale, less the amount of any moneys actually expended by the SELLER on said repairs.
The SELLER shall not be responsible for loss or damage to trees or other plantings due to natural causes.
12. AFFIDAVITS. The SELLER agrees to execute, at the time of closing of title, an affidavit, (a) verifying the
mechanics' tenants'
non-existence of and materialmen's lien rights, (b) verifying the non-existence of any rights,
other than as set forth herein, (c) verifying the non-existence of any security interests in personal property and
fixtures being sold with the Premises, (d) updating to the extent of SELLER's knowledge, any available survey,
person"
and (e) affirming that SELLER is not a "foreign pursuant to Internal Revenue Code Section 1445;
together with any other affidavit reasonably requested by the BUYER's lender or title company as to facts within
SELLER's knowledge.
13. MAINTENANCE. The grounds shall be maintained by the SELLER bet
Preview
FILED: WESTCHESTER COUNTY CLERK 10/31/2023 09:39 AM INDEX NO. 58594/2023 NYSCEF DOC. NO. 16 RECEIVED NYSCEF: 10/31/2023 THE GREATER BRIDGEPORT BAR ASSOCIATION, INC. STANDARD FORM RESIDENTIAL REAL ESTATE SALES AGREEMENT APPROVED AS OF NOVEMBER 10, 2009 AGREEMENT made as of the day of JULY, 2021 BETWEEN 35 VALLEY RD CT LLC, of 2435 Bedford St., Unit #14B, Stamford, CT (hereinafter referred to as the SELLER, whether one or more), and ANTONIO LA ROCCA of (hereinafter referred to as the BUYER, whether one or more), W I T N E S S E T H: 1. PROPERTY. The SELLER, in consideration of the purchase price hereinafter specified, hereby agrees to sell and convey, and the BUYER hereby agrees to purchase the real property commonly known as 35 VALLEY ROAD, GREENWICH, CT and specifically described in Schedule A attached hereto (the "Premises") subject to the encumbrances and exceptions to title set forth or referred to in paragraph 6(e) and Schedule A (legal description and exceptions, if any) attached hereto. 2. CONSIDERATION. The purchase price is SIX HUNDRED THOUSAND DOLLARS ($600,000.00) which the BUYER agrees to pay as follows: (a) As a part of the deposit heretofore paid, receipt of which is hereby $ acknowledged, subject to collection. (b) As the balance of the deposit before or upon the signing of this $ 60,000.00 Agreement, receipt of which is hereby acknowledged, subject to collection; (c) Upon the delivery of the deed, by certified check or official bank $540,000.00 check drawn on a bank which is a member of the New York Clearing House, or wire transfer the proceeds of which are immediately available to SELLER (this amount may vary depending on adjustments pursuant to this Agreement); TOTAL $600,000.00 Any deposit made hereunder shall be paid to the SELLER's attorney who shall hold the same in escrow subject to the terms and conditions hereof and release same to SELLER at the time of closing or to the party entitled thereto upon sooner termination of this Agreement. Any other deposits held by other parties shall immediately be forwarded to SELLER's attorney to be held under the same conditions. Prior to any release of the funds to either party for any reason other than a closing, SELLER's attorney shall provide not less than seven (7) days notice to both parties. If there is a dispute as to the deposit the SELLER's attorney may pay the deposit into court by interpleader or other appropriate action whereupon the SELLER's attorney shall be relieved of all further obligation. Mortgage company checks or similar holding company checks, unless certified, DO NOT represent immediate funds and will not be accepted at the time of closing. Trustee checks are NOT satisfactory funds for any payment required by this Agreement at the time of closing. In the event SELLER or his attorney accepts BUYER's 1 FILED: WESTCHESTER COUNTY CLERK 10/31/2023 09:39 AM INDEX NO. 58594/2023 NYSCEF DOC. NO. 16 RECEIVED NYSCEF: 10/31/2023 attorney's trustee check in lieu of other funds, BUYER agrees that no stop payment order or direction will be issued with respect to such check(s). This provision shall survive the closing. BUYER'S attorney shall tender to SELLER separate cashier's check(s), bank treasurer certified check(s) or wire transfer(s), at SELLER'S discretion, for payoff of SELLER'S mortgage obligation(s), if any, in accordance with the GBBA Real Estate Closing Customs; the balance of funds due to be paid at closing in accordance with Paragraph 2d of the Agreement. 3. DEED. The SELLER, on receiving the total purchase price, shall, at the SELLER's cost and expense, execute, acknowledge, and deliver to the BUYER, or BUYER's permitted assigns, the usual Connecticut full covenant Warranty Deed (or appropriate Fiduciary's Deed) in proper form, to convey to the BUYER, or BUYER's permitted assigns, the fee simple of the Premises, free of all encumbrances except as aforesaid. The SELLER shall thereupon pay all real estate conveyance taxes and shall complete and deliver to the BUYER the conveyance tax forms. 4. CLOSING. The deed shall be delivered at the offices of the SELLER's attorney, provided said office is in Fairfield County Connecticut, or at such place in Fairfield County, Connecticut, as may be designated by the BUYER's lending institution on AUGUST 25, 2021, or sooner by mutual agreement of the parties hereto. 5. FIXTURES. (a) Included in this sale, for the aforesaid purchase price, are the following items, all of which items the SELLER represents are owned by SELLER, not leased, and free from security interests, liens, other and IS" encumbrances, insofar as any of them are now located on the Premises, in their present "AS condition, normal wear and tear excepted: heating, cooling, electrical and plumbing systems and fixtures, electric light fixtures, stove, storm windows and doors, screens and screen doors, window shades, venetian blinds, curtain rods, awnings, exterior television antennae, weathervanes, mail box(es), all pool equipment, garage door openers with remotes, and existing plants and shrubbery, together with first and second floor oven/range, dishwasher, washer and dryer. (b) Included in the sale are fixtures which are defined as personal property that have become so attached to the real property that they are not readily removable having become fixed, e.g. by nail, screw, bolt, glue, etc. (c) Specifically excluded from the sale are: (d) If any fixtures are leased, the leased item, and corresponding name and contact information of the lessor is as follows:_ 6. TITLE. (a) If, upon the date for the delivery of the deed as hereinafter provided, the SELLER shall be unable to deliver or cause to be delivered a deed or deeds conveying a good and marketable title to the Premises, subject only to the items set forth in Schedule A and Paragraph 6(e) hereof, then the SELLER shall be allowed a reasonable postponement of closing not to exceed thirty (30) days, or such shorter time as may be within the term of the BUYER's mortgage commitment, within which to perfect title. If at the end of said time the SELLER is still unable to deliver or cause to be delivered a deed or deeds conveying a good and marketable title to said Premises, subject as aforesaid, then the BUYER may elect to accept such title as the SELLER can convey, without modification of the purchase price, or may reject such title. Upon such rejection, all sums paid on account hereof, together with any expenses actually incurred by the BUYER, which expenses, however, shall be limited in the aggregate so as not to exceed the gross premium cost of fee title insurance based on the amount of 2 FILED: WESTCHESTER COUNTY CLERK 10/31/2023 09:39 AM INDEX NO. 58594/2023 NYSCEF DOC. NO. 16 RECEIVED NYSCEF: 10/31/2023 attorneys' the purchase price, for fees, nonrefundable fees of lending institutions, survey costs and inspection fee, shall be paid to the BUYER without interest thereon. Upon receipt of such payment, this Agreement shall terminate and the parties hereto shall be released and discharged from all further claims and obligations hereunder. (b) The title herein required to be furnished by the SELLER shall be marketable, subject only to the items set forth in Schedule A and Paragraph 6(e) hereof, and the marketability thereof shall be determined in accordance with the Standards of Title of the Connecticut Bar Association now in force. Any and all defects in or encumbrances against the title, which come within the scope of said Title Standards, shall not constitute valid objections on the part of the BUYER, if such Standards do not so provide, and provided the SELLER furnishes any affidavits or other instruments which may be required by the applicable Standards, and further provided title will be insurable at standard premiums by a title insurance company licensed in the State of Connecticut. (c) NO VIOLATIONS: The SELLER represents that the Premises and the present use thereof are not in violation of any governmental rules, codes, permits, regulations or limitations, unless same have become legally nonconforming, and there are no violations of any restrictive covenant, agreement or condition subject to which title to the Premises is be conveyed in accordance with the terms hereof. Between the date of this Agreement and the date of closing the SELLER will not do anything or allow anything to be done on or about the Premises which will result in any such violation. The SELLER represents that SELLER has not received any notice of zoning or building violations and that there has been no attempt to enforce same against the SELLER during the time in which the SELLER has owned the Premises. SELLER represents that SELLER has no knowledge of any special assessments levied or to be levied against the Premises, which are not yet a lien on the Premises and has no knowledge of any existing improvements or work done on the Premises which may result in special taxes or assessments to be paid thereon. (d) RELEASE OF MORTGAGES: Notwithstanding anything to the contrary contained in this Agreement or any riders attached hereto, in the event SELLER'S title is encumbered by mortgage lien(s) for which SELLER'S attorney is unable to deliver release(s) of mortgage(s) at closing, the parties shall close the transaction, provided that the following procedure is followed with respect to each mortgage lien: (a) the SELLER'S attorney shall provide to the BUYER'S following attorney the documents at the time of closing: SELLER'S indemnification letter in the form provided by the Greater Bridgeport Bar Association Closing Customs, copy of mortgage payoff statement provided by the mortgagee, mortgage payoff transmittal letter issued by the SELLER'S attorney in the form provided by the Greater Bridgeport Bar Association Closing Customs, and a copy of the overnight airbill for transmittal; (b) the SELLER'S attorney, upon receiving the release of mortgage from the mortgagee, shall send it, with payment for the recording fee, to the BUYER'S attorney who shall then record the release of mortgage; (c) if SELLER has not obtained such release within sixty (60) days after closing, the SELLER'S attorney and BUYER'S attorney shall take all necessary steps towards compliance with the Section 49-8a of the Connecticut General Statutes for the purpose of filing a statutory affidavit in lieu of release of mortgage should such filing become necessary; (d) with respect to an equity line of credit, in addition to the aforesaid requirements, the SELLER'S attorney shall notify the lender to terminate all future borrowing rights as the time at which the payoff statement is requested, a copy of this notification shall be provided to BUYER at closing; (e) in the event BUYER'S title insurance company will not issue a fee policy at no additional premium taking no exception for said mortgage or mortgages, or which provides affirmative coverage against lost or damage by reason of said unreleased mortgage or mortgages, BUYER shall not be obligated to proceed to closing; and (f) the provisions of this paragraph 6(d) shall survive the closing. (e) EXCEPTIONS TO TITLE: The Premises will be conveyed to and accepted by the BUYER subject to: (i) Any and all zoning and/or building restrictions, limitations, regulations, ordinances, and/or laws; any and all building lines; and all other restrictions, limitations, regulations, by any ordinances and/or laws imposed governmental authority and any and all other provisions of any governmental restrictions, limitations, regulations, ordinances and/or public laws, provided the Premises are not in violation of same at the time of closing. 3 FILED: WESTCHESTER COUNTY CLERK 10/31/2023 09:39 AM INDEX NO. 58594/2023 NYSCEF DOC. NO. 16 RECEIVED NYSCEF: 10/31/2023 (ii) Real Property Taxes on the Current Grand List and any and all existing tax payments, municipal liens and assessments, coming due on or after the date of closing; the BUYER shall by acceptance of the deed assume and agree to pay, any and all such tax payments, liens and assessments which may on or after the date hereof be assessed, levied against or become a lien on the Premises. (iii) Any state of facts which a survey and/or physical inspection of the Premises might reveal, provided same do not render title unmarketable (such exception is for purposes of this Agreement and shall not be only included in the deed, unless it was in the deed which SELLER received upon purchasing the property). (iv) Common law, riparian or littoral rights of others and/or other rights, if any, in and to any natural watercourse body or of water flowing through or adjoining the Premises, and all statutory and other rights of others in and to any such watercourse or body of water. (v) Unless otherwise specifically agreed between the parties in writing, any municipal assessment and/or lien other than taxes shall be paid on a current basis by the SELLER and the balance assumed by the BUYER at closing. (vi) Such encumbrances as shown on Schedule A, if any 7. LIEN. All sums paid on account of this Agreement and the reasonable expenses as set forth in Paragraph 6 or 11 hereof are hereby made liens on the Premises, but such liens shall not continue after default by the BUYER under this Agreement. 8. CONDITION OF PREMISES [TMS AGREEMENT IS NOT SUBJECT TO ANY INSPECTION CONTINGENCIES]. The BUYER agrees that he has inspected said Premises, is satisfied with the physical condition thereof and agrees to accept at closing the Premises in the condition that it was in at the time that all the is" Buyer's building inspections were completed, on an "as basis, reasonable wear and tear excepted, subject to the provisions of Paragraph 11 hereof. SELLER represents that all appliances and systems on the Premises (including the furnace, heating and air conditioning systems and any appliances included in the sale) are in working order and will be in the same condition at the time of closing as they were on the date that all the BUYER's building inspections were completed, reasonable wear and tear excepted. SELLER represents that the floor areas under any area rugs or furniture, and the wall areas behind any furniture, wall hangings or other objects, are of substantially the same condition and material as the floor and wall areas that are visible to inspection by BUYER without moving any of the foregoing, and there are no holes in the floors or walls hidden by the same, with the exception that reasonable nail holes shall be deemed to be acceptable. Neither SELLER nor SELLER's agents any have made representations or wananties as to said Premises on which BUYER has relied other than as expressly set forth in this Agreement. The SELLER agrees that the condition of the Premises shall be the same on the date of closing of title as of the date that all the BUYER's building inspections were completed, reasonable wear and tear excepted, subject to the provisions of Paragraph 11 hereof. 9. BROKER(S). The parties hereto agree Charles Nedder of Coldwell Banker are the broker(s) who negotiated the sale of the Premises, and the SELLER agrees to pay the commission services for such pursuant to separate agreement. This Agreement is consummated by the SELLER in reliance on the representation of the BUYER that no other broker or agent brought the Premises to the BUYER's attention or was, in any way, a procuring cause of this sale and purchase. The SELLER represents to the BUYER that no other broker or agent has any exclusive sale or exclusive agency listing on the Premises. The BUYER (jointly and severally, if more than one) hereby agrees to indemnify and hold harmless the SELLER against any liability by reason of the claim of any other broker or agent for a commission on account of this sale, provided that it is adjudged by a court of competent jurisdiction that a commission is due by reason of such other broker or agent being the procuring cause 4 FILED: WESTCHESTER COUNTY CLERK 10/31/2023 09:39 AM INDEX NO. 58594/2023 NYSCEF DOC. NO. 16 RECEIVED NYSCEF: 10/31/2023 of this sale, said indemnity to include all costs of defending any such claim, including reasonable attorney's fees. In the event of any such claim, SELLER shall promptly notify BUYER, and BUYER shall have the right, but not the obligation, to assume the defense of such claim. The provisions of this paragraph shall survive the closing. 10. APPORTIONMENT. Real estate taxes, fire district taxes, sewer taxes, sewer assessments and sewer use charges or other municipal assessments, water charges, rents, service contracts, dues and ordinary assessments of private associations, and common charges, if any, shall be apportioned over the fiscal period for which levied. BUYER shall reimburse SELLER at closing for any fuel remaining on the Premises at then market rates. All adjustments shall be apportioned in accordance with the custom of the Bar Association of the community where the Premises are located. Condominium special assessments due and payable prior to the date set forth in Paragraph 4 of this Agreement shall be SELLER's responsibility. Any errors or omissions in computing apportionment or other adjustments at closing shall be corrected within a reasonable time following the closing. The preceding sentence shall survive the closing. 11. RISK OF LOSS. The risk of loss or damage by fire or other casualty to the buildings on the Premises until the time of the delivery of the deed is assumed by the SELLER. Throughout the period between the date of this Agreement and the delivery of deed, SELLER shall continue to carry his existing fire and extended coverage insurance on the buildings on the Premises. In the event that such loss or damage does occur prior to the delivery of the deed, the SELLER shall immediately notify Buyer and shall be allowed a reasonable time thereafter, not to exceed thirty (30) days from such loss or damage or such shorter time as may be within the term of BUYER's mortgage commitment, within which to repair or replace such loss or damage to the Buyer's reasonable satisfaction. In the event the SELLER does not repair or replace such loss or damage within said time, the BUYER shall have the option: (a) Of terminating this Agreement, in which event all sums paid on account hereof, together with any attorneys' expenses actually incurred by the BUYER for fees, nonrefundable fees of lending institutions, survey costs and inspection fees (in the aggregate not to exceed the cost of fee title insurance based on the amount of the purchase price), shall be paid to the BUYER without interest thereon. Upon receipt of such payment, further claims and obligations between the parties hereto, by reason of this Agreement, shall be released and discharged; or (b) Of accepting a deed conveying the Premises in accordance with all the other provisions of this Agreement upon payment of the aforesaid purchase price and of receiving the benefit of all insurance moneys recovered or to be recovered on account of such loss or damage, to the extent they are attributable to loss or damage to any property included in this sale, less the amount of any moneys actually expended by the SELLER on said repairs. The SELLER shall not be responsible for loss or damage to trees or other plantings due to natural causes. 12. AFFIDAVITS. The SELLER agrees to execute, at the time of closing of title, an affidavit, (a) verifying the mechanics' tenants' non-existence of and materialmen's lien rights, (b) verifying the non-existence of any rights, other than as set forth herein, (c) verifying the non-existence of any security interests in personal property and fixtures being sold with the Premises, (d) updating to the extent of SELLER's knowledge, any available survey, person" and (e) affirming that SELLER is not a "foreign pursuant to Internal Revenue Code Section 1445; together with any other affidavit reasonably requested by the BUYER's lender or title company as to facts within SELLER's knowledge. 13. MAINTENANCE. The grounds shall be maintained by the SELLER bet