--- type: court_doc id: "court_ctb_441_5" court: "CTB" case_no: "22-50073" doc_number: 441 doc_type: "EXHIBIT" filed_date: "2022-04-06" lang: "zh" url: "https://mubeitech.com/court/court_ctb_441_5" json_url: "https://mubeitech.com/api/court/court_ctb_441_5" --- # Exhibit UCC-5 Sherry Netherlands Purchase Documents > 原始法庭文件为英文；下方为英文全文，顶部为中文摘要。 # Exhibit UCC-5 # Sherry Netherlands Purchase Documents | | 22-50073 | | | | | | |--------|----------|----------------------------|--|--|--|--| | IN RE: | | Ho Wan Kwok | | | | | | | | | | | | | | | UCC | 5 | | | | | | | | | | | | | | | | 5/25/2022 Admitted in Full | | | | | | | | P.E. | | | | | | | | | | | | | | | | | | | | | ## **Susan Hennelly** From: Sent: To: **Subject:** Attachments: Susan Hennelly Tuesday, March 03, 2015 3:31 PM BoardOfDirectors Sale of Apartment 1801 and Maid's Room 2219 Kwok board package.pdf **FILED: NEW YORK COUNTY CLERK 11/28/2018 12:22 PM** INDEX NO. 652077/2017 NYSCEF DOC. NO. 256 RECEIVED NYSCEF: 11/28/2018 Case 22-50073 Doc 183-2 Filed 04/06/22 Entered 04/06/22 17:07:45 Page 61 of 104 Case 22-50073 Doc 406-5 Filed 05/20/22 Entered 05/20/22 12:13:10 Page 2 of 32 441-5 05/25/22 05/26/22 15:59:53 We have received a contract for the sale of the 2,950 shares allocated to Apartment 180'1 and the 50 shares allocated to Maid's Room 2219 from Sherry 1800s, LLC (Haroche) to Genever Holdings LLC (Miles Kwok). Attached are copies of the contract of sale1 Mr. Kwok's application and several letters of reference. The purchase price is \$67,500,000, plus \$2,500))00 for the furnishings. The 2015 maintenance is \$55,214 per month plus an additional \$936 for the Maid's Room. This is a residential apartment and will be used by Mr. Kwok and his family. Due to Mr. Kwok's foreign status and purchasing in an LLC, he will be required to sign an occupancy agreement and personally guarantee the lease. He will also be required to provide a security deposit. This apartment encompasses the entire floor and is approximately 7,300 sq. ft. plus 2,170 sq. ft. of terraces. Attached is a floor plan. Mr. Kwok has also entered into a contract to purchase Maid's Room 719 which he will purchase simultaneously, if approved. Michael Horvitz and Fred Seegal have interviewed Miles Kwok and his son, Mileson Kwok. His wife, Hing Chi, was present via Skype. Very truly yours, Michael J. Ullman Executive Vice President & Chief Operating Officer The Sherry Netherland Hotel 781 Fifth A venue New York, NY 10022 P: 212-231-6811 F: 212-832-4845 For reservations and special offers, go to ## Executed Contract of Sale INDEX NO. 652077/2017 v 日本の 10000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000 1875973 8 1 3 120 3 3 9 7 5 9 7 5 9 7 5 9 7 5 9 7 5 9 7 5 9 7 5 9 7 5 9 7 5 9 7 5 9 7 5 9 7 5 9 7 5 9 7 3 9 7 3 9 7 3 9 7 3 9 7 3 9 7 3 9 7 3 9 7 3 9 7 3 9 7 3 9 7 3 9 7 3 9 104 NYSCEF DO Capital FED: NEW YORK Claudet ei eite mage effect operative of the Real Property Section of the New York Sinte Bar Austistian CITERK ## CONSULT YOUR LAWYER BEFORE SIGNING THIS ACREEMENT ## Contract of Sale - Cooperative Apartment This Contract is made as of February\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_ #### I Certain Definitions and Information 1.1 The "Parties" are: 1.1.2 "Purchaser": Genever Holdings LLC 1.1.1 "Scher": Sherry 1800s, LLC Prior names used by Seller: Address: 1233 Rock Rinimon Road, Stamford, CT 06903 COUNTY 2225600733 DD000406352 Fiftbet00542 Tax ID. No. 20-0780554 Address S.S. No .: 1.2 The "Attorneys" arc (name, firm name, address and lelephone, fax). 1.2.1 "Seller's Allorney Michoel J. Jones, Esq. Ivey, Barnum & O'Mara, LLC 170 Mason Street, Greenwich, CT 06830 Tel: 203-661-6000 Fax: 203-661-7088 mjanes@iholaw.com 1.3 The "Escrowce" is the [Seller's] Allorney, 1.4 The Managing Agent is (nume. address and telephone, fux): Sherry Netherland Hotel Susan Hennelly 781 Fifth Avenue, I', New York, NY 10022 Tel: 212-231-6811 Fax: 212-832-4845 1.5 The real estate "Broker(s)" (see & 12) is/are: John Burger, and Kathy Sloune, Brown Harris Stevens and Screna Boardman, Sotheby's 1.6 The name of the cooperative housing corporation ("Corporation") is: Sherry Netherland, Inc. 1.7 Tho "Unit" number is: 1801, which encompasses the cntire \* 1.8 The Unit is located in "Promises" known as: 781 Kiftli Avenue, New York, NY 1.9 The "Shares" are the shares of the Corporation allocated to the Units. \* 18th Floor, except elevator fratiway and including Maid's Room 1519 1.10 The "Lease" is the Corporation's proprietary lease or occupancy agreement for the Unit, given by the Corporation which expires on 1.11 "Personally" is the following personal property, to the extent existing in the Unit on the date hereof: the refrigerators, freezers, ranges, ovens, built-in microwave ovens, dishwashers, garbage disposal units, cabinets and counters, lighting fixtures, chandeliers, wall-lo-wall carpoing, plumbing and heating fixtures, central air-conditioning and/or window or sleeve units, washing machines, dryers, screens and storm windows, window treatments, switch plates, door hardware, mirrors, built-ins not excluded in 91.12 and all of the furnishings meluding but not Hartted- 40 - everyday - china, - pors, - prirs, - cooking - itents, Hatware, no well-as-crystat glasses and decamers, etc-in the barantan and personal property (except as 1.2.2 "Purchaser's Attorney" Ira Gilbert, Esq. Paul, Welss, Rifkind, Wharton & Carrison, I.I.P 1285 Avenue of the America New York, NY 10019-6064 Tel: 212-373-3529 Fax: 212-492-0529 igilbert@paulwciss.com ,See 1.12 below 1.12 Specifically excluded from this sale is all personal property .. not included in - 9 + 2 + = end all contents Such ded in the unitwith the execution of 13-paintings and drawhigs, one antique secretary best on tast-wall of firt (will be roplaced) parcemai-"knick-knocks" such as small-boxes, clocks, picture frames, Dictores, etc. 1.13 The sale [docs] [does-not] Include Scher's interest in [Storage] [Servant's Room #1519]/ [Parking Space] ("Included Interests") 1.14 The "Closing" is the transfer of ownership of the Shares and Lease. 1.15 The date scheduled for Closing is no later than 3/6/15 ("Scheduled Closing Date") at 10:00 A.M. (Scc fff 9 and 10) 1.16 The "Purchase Price" is: \$67,500,000.00 1.16.1 The "Contract Deposit" is: \$7,000,000.00 1.16.2 The "Balance" of the Purchase Price due at Closing is; \$63,000,000.00 (See \$2.2.2) See SR18 in Second Rider 1.17 The monthly "Maintenance" charge is \$57,085.53 (Scc Y 4) 1.18 The "Assessment", if any, payable to the Corporation, ni the date of this Contract is NONE , payable as follows: 1.19 [Purchaser] shall pay the Corporation's flip tax, transfer fee (apart from the transfer agent fee) and/or waiver of option fee ("Plip Tax"), if uny. 1-20 financing Options (Fictere and the following 94-1-20, 1, 1.20.2011.20.37 1.20.1 Purchaser may apply for financing in oonnection-with this selo and Purchasers obligation to purchase under this Contract is ountingent upon issuance of a Loan-Commilment-Loller-by-the Loan Commitment Dato (918.4.2). 1.20,2 Purchaser may apply-for-financing in ognnoction with this salo but Purchaser's obligation to purchuse under this Contract is not-contingent-upon-issuance-of-a-f-can-Gommitment-lottor, 1.20.3 Purchaser-shall-not-apply-for-financing-in-connootion-with this sale. 1.21-11-20.4-01-1-20.2-applies, the "Pinancing Torms" for 9-18 uros-a-loon-of-15-15-15-10-10-10-10-10-10-10-10-1000-10000-10000000 specifically excluded in 1.12), including but ട്ട് ഉപയോഗം - 2018-06-11 11:27 - 21:28 PM In 0 10-11-11 - 11:41 PM In - 19 (play - 10-11-2018) - 10-11-2018 18 വർഷിക്കും 2017 - 12:26 PM of February 2012 - 1:25 PM in the D ( x) 1.12 ~ Specifically excluded from this sale are thirteen (13) paintings and drawings; one antique secretary desk on east wall of LR (to be replaced by a piece of furniture that resembles this desk); personal 'knick's such as small boxes, clocks, picture frames, pictures, etc. (but if "knick knacks' are in the DVD, they are included); file cabinets in Gil's office and contents thereof; all the clothing, framed photographs(except specific frame to be designated by buyer) and the model of the Seller's private yacht located in Seller's office. ### NEW YORK COUNTY CLERK 11/28/2018 12:22 PM NYSCE OO CASS 2255007 BS DD0040632 THierCOS420622117197846 . FP000559400 1128/2018 104 Courted of the Connective on Condiniation and Copterative of the Red Property Section of the New York Flate Date Aractation CONSULT YOUR LAWYER BEFORE SIGNING THIS AGREEMENT ### Contract of Sale - Cooperative Apartment This Contract is made as of February\_21\_, 2015 between the "Seller" and the "Purchase" identified below. 1 Certain Definitions and Information 1.1 The "Parties" are: 1.1.2 "Purchaser"; Genever Holdings LLC 1.1.1 "Scler": Sherry 1800s, LLC Prior Homes used by Sellor: Address: 1233 Rock Rimmon Road, Stamford, CT 06403 Tox ID. No.: 20-0780554 EducaD: Address. S.S. No.s 1.2 The "Attorneys" are (name, firm name, address and lelephone, fax), 1.2.1 "Seller's Altorney" Michael J. Jones, Bag. Ivey, Barnum & O'Mara, LLC 170 Moson Street, Greenwich, CT 06830 Tel: 203-661-6000 Fax: 203-661-7088 minnes@lholow.com 1.3 The "Escrowed" Is the [Saller's] Allorney. 1.4 The Managing Agent is (Hume. address and telephone, fux): Skerry Netherland Hotel Susan Hennelly 781 Fifth Avenue, I'd New York, NY 10022 Tel: 212-231-6811 Fax: 212-832-4845 1.5 The real ostate "Broker(s)" (see 9 12) is/are: John Burger, and Kathy Sloane, Brown Harris Stevens and Sorena Boardman, Sotheby's 1.6 The name of the cooporative housing corporation ("Corporation") is: Sherry Netherland, Inc. 1.7 The "Unli" number is: 1801, which encompasses the ontire . 1.8 The Unli is located in "Promises" Known as: 781 Fifth Avenue, New York, NY 1.9 The "Shares" are the shares of the Corporation allocated to the Units. \* 18th Floor, except clovator hallway and including Mald's Room 1519 1.10 The "Lease" is the Corporation's proprietery lense or occupancy ogreement for the Unit, given by the Corporation which expires on 1.11 "Personully" is the following personal property, to the extent existing in the Unit on the date hercoft the refrigerators, frechers, ranges, ovens, built-in microwave ovens, dishwashers, gerbage disposal units, cabincis and counters, lighting fixtures, chandellers, wall-lo-wall carpoing, plumbing and heating fixturos, central alr-conditioning and/or window or sleeve units, washing machines, dryors, screens and storm windows, window treatinents, switch plates, door hardware, mirrors, built:-Ins not cxcluded in 9 1.12 and all of the furnishings meluding but not lintted- 40 - every day - china = pots - - parts - cooking - Hems, Antifarer as well as ary state glasses and decarters the the barater and personal property (except as 1.2.2 "Purchaser's Attorney" Ira Gilbert, Esq. Paul. Welss. Rifkind. Wharton & Carrison, LLP 1285 Avenue of the America New York, NY 10019-6064 Tel: 212-373-3529 88x: 212-492-0529 lgllbort@paulwclss.com See 1.12 below " 1.12 Speeifically excluded. Goal this sale is all personal property .. not Included In S. 1 . 1 . 2 . 2 . 2 . contents . Included la the . unftwith the execption of 13-paintings and drawings, and antique tecretary destrantast wall of LR (will be replaced) personal-"knick-knoch 2" swoil-as amall-bonco, clocker picture frames, utchares-cle. 1.13 The salo [does] [does-not] Include Schor's Interest in (Storage)/ {Servant's Room #1519]/ {Parking Space} ("Includod Interests") 1.14 The "Closing" is the transfer of ownership of the Shares and Lease. 1.15 The date scheduled for Closing is no later than 3/6/15 ("Scheduled Closing Date") at 10:00 A.M. (Sco IT 9 and 10) 1.16 The "Purchuse Price" Is: \$67,500,000.00 1.16.1 The "Contract Deposit" Is: \$7,000,000.00 1.16.2 The "Balance" of the Purchase Price due at Closing Is: \$63,000,000.00 (Sec \$2.2.2) See SR18 in Second Rider 1.17 The monthly "Maintenance" charge is \$57,085.53 (Sec y 4) 1.18 The "Assessment", if any, payable to the Corporation, at the dato of this Contract is NONE , payable as follows: 1.19 (Purchaser) shall pay the Corporation's filp tax, transfer fee (apart from the transfer agent fee) and/or walver of option fee ("Plip Thx"), If uny. 4-20-Hinanoing-Options-(Doleto-avo-af-the-follawing-WH-20-1. 1.2017 or 420.37 4,201 Purchaser may apply for finanching In sonnection with this sale and Purchases obligation to purchase under this Gonliner is ounting on tosuance of a Loan Commitment Latter-by-the Loan Gommitment Doto (118,42), 1,20,2-Purchaser-may apply-for-financing in-sommontion-with this oalo-but-Purohaser's obilgation-lo-purohuse-undor-this-Contract-is not contingent upon tosuance of a Trans CommillmonHeller, 4,20,2 Purchaser shall not apply for financing in oonnootion with Hals sale 1-24-1-1-20, 1-01-1-2022-applies, tho-"Financing-Forms" for Y-18 nrat-a-loan-of-si-a----------------------------------------------------------------------------------------------------------------------------------------------------------specifically excluded in 1.12), including but විද්‍යා විද්‍යා විද්‍යා විසින් විසින් විසින් විසින් විශ්වා විදියා විවිධාන "DVD" delivered by Brown Harris Stevens \* ) 1.12 - Specifically excluded from this sale are thirteen (13) paintings and drawings; one antique secretary desk on east wall of LR (to be replaced by a piece of furniture that resembles this desk); personal 'knick knacks' such as small boxes, clocks, picture frames, pictures, etc. (but if 'knick knacks' are in the DVD, they are · Included); file cablnets in Gll's office and contents thereof; all the clothing, framed photographs(except specific frame to be designated by buyer) and the model of the Seller's private yacht located in Seller's office. SN 0030 28/2018 amount or ahorier torm as applied for or acceptable to Purchaser, and the "Loan Gommitmont Dete" for for 18 is --- valondar days after the Dollyory Dato, 1.22 The "Delivery Date" of this Contract Is the Jate on which a fully oxceuted counterpart of this Contract is deemed given to and received by Purchaser or Purchaser's Attorney as provided in \$ 17.3. 1.23 All "Proposed Occupants" of the Unit are 1.23 I persons and relationship to Purchaser: 1,23,2 pets: 1.24 The Contract Deposit shell be held in [a nom-] IOLA escrow account, If the account is a non- 101.A account then Interest shall be paid to the Party entitled "to the Contract Deposit. The Party receiving the interest shall cay any income laxes thereon. The escrow account shall be a segregated bank account at Depository: BNY MELLON Address: 10 Mason Street, Greenwich, CT 06830 (See 9 27) 1.25 This Contract is continued on attached rider(s). 2 Agreement to Sell and Purchase; Purchase Price; Escrow 2.1 Seller agrees to sell to Purchaser, and Purchaser agrees to purchase from Soller, the Seller's Shares, Lease, Personally and any Included Interests and all other items Incluced in this sale, for the Purchase Price and upon the terms and conditions set forth in this Contract. 2.2 The Purchase Price is payable to Seller by Purchaser as follows: 2.2.1 the Contract Deposit at the time of signing this Contract by Purchaser's good check to the orcer of Escrowee; and 2,2.2 the Balance at Closing, only by cashler's or official bank check or cortified check of Purchaser payable to the direct order of Seller. The check(s) shall be drawn on and payable by a branch of a commercial or savings bank, savings and loan association or trust company located in the same City or County as the Unit, Seller may direct, on reasonable Notice (defined in 9 17) prior to Closing, that all or a portion of the Balance shall be made payable to persons other than Sciler (see 9 17.7). 3 Personalty 3.1 Subject to any rights of the Corporation or any holder of a mortgage to which the Lease is subordinate, this sale includes all of the Seller's Interest, if any, in the Personalty and the Included Interests. 3.2 No consideration is being paid for the Personally or for the Included Interests; nothing shall be sold to Purchaser if the Closing does not occur. 3.3 Prior to Closing, Seller shal remove from the Unit all the furniture, furnishings and other property not ir.cluded in this sale, and repair any damage caused by such removal 4 Representations and Covenants 4.1 Subject to any matter affect ng title to the Premises (as to which Seller makes no representations or covenants), Seller represents and covenants that: 4.1.1 Seller is, and shall at Closing be, the sole owner of the Shares, Lease, Personally and Included Interests, with the full right, power and authorlly to see and assign them. Seller shall make timely provision to satisfy existing security intorest(s) in the Shares and Lease and have the same delivered at Closing (See ¶10.1); 4.1.2 the Shares were duly issued, fully paid for and are nonassessoble: 4.1.3 the Lease is, and will at Clesing be, in full force and effect and no notice of default under the licase is now or will at Closing be in effect; 4.1.4 the Maintenance and Assessments payable as of the date hercof are as specified in 1 1.17 and 1.18; 4. 1.3 as of this date, Seller neither nas actual knowledge nor has received any written notice of uny increase in Maintenance or any Assessment which has been adopted by the Board of Directors of the Corporation and is not reflected in the amounts set forth in 99 1,1 7and 1.18; 4.1.6 Seller has not made any material alterations or additions to the Unit without any required consent of the Corporation or, to Seller's actual knowledge, without compliance with all applicable law. This provision shall not survive Closing. 4.1.7 Seller has not entered into, shall not enter into, and has no actual knowledge of any agreement (other than the Lease) affecting title to the Unit or its use and/or occupancy after Closing, or which would be binding on or adversely affect Purchaser after Closing (c.g. a sublease or alteration agreement); 4.1.8 Seller has been known by no other name for the past 10 years except as set forth In 9 1.1.1. 4.1.9 at Closing in accordance with 9 15.2: 4.1.9.1 there shall be no judgments outstanding against Sciter which have not been bonded against collection out of the Unit ("Judgments"); 4.1.9.2 the Shares, Lease, Personalty and any Included Interests shall be free and clear of liens (other than the Corporation's general lien on the Shares for which no monies shall be owed), encumbrances and adverse interests ("Liens"); 4.1.9.3 all sums due to the Corporation shall be fully paid by Seller to the end of the payment period immediately preceding the date of Closing: 4.1.9.4 Schor shall not be indebted for labor or material which might give rise to the filing of a notice of mechanic's lien against the Unit or the Premises; and 4.1.9.5 no violations shall be of record which the owner of the Shares and Loase would be obtigated to remedy under the Lease. 4.2 Purchaser represents and covenants that: 4.2.1 Purchaser is acquiring the Shares and Loase for residential occupancy of the Unit solely by the Proposed Occupants Identified in 1 1.23 4.2.2 Purchaser is not, and within the past 7 years has not been, the subject of a bankrupicy proceeding; 4.2.3 if 9 1.20.3 applies, Purchaser shall not apply for finnneing In connection with this purchase. 4.2.4 Each Individual comprising Purchaser is over the age of 18 and is purchasing for Purchaser's own account (beneficial und of record): 4.2.5 Purchaser shall not make any representations to the Corporation contrary to the foregoing and shall provide all documents in support thereof required by the Corporation in connection with Purchaser's application for approval of this transaction; and 4.2.6 there are not now and shall not be at Closing any unpald tax liens or monetary judgments against Purchaser. 4.3 Each Party covenants that its reprosentations and covenants contained in ¶ 4 shall be true and complete at Closing and, except for 9 4.1.6, shall survive Closing but any action based thereon must be instituted within one year after Closing. 5 Corporate Documents Purchaser has examined and is satisfied with, or (except as to any matter represented in this Contract by Schor) accepts and assumes the risk of not having examilned, the Lease, the Corporation's Cortificate of Incorporation, By-laws, House Rules, minutes of shareholders' and directors' meetings, most recent audited f.nancial statement and most recent statement of tax deductions available to the Corporation's shareholders under Internal Revenue Code ("IRC") §216 (or any successor statute). 6 Required Approval and References 6.1 This sale is subject to the unconditional consent of the Corporallon. 6,2 Purchaser shall in good falth: 6.2.1 submit to the Corporation or the Manuging Agent an application with respect to this sale on the form required by the Corporation, centaining such data and together with such documents as the Corporation requires, and pay the applicable fees and charges that the Corporation Imposes upon Purchaser All of the foregoing shall bo submitted within 10 bus.ness days after the Delivery Date, or, II' 9 1.20.1 or 1.20.2 upplies and the Loan Commitment Leiter is required by the Corporation, within 3 business days after the earlier of (i) the Loan Commitment Date (defined in ¶ 1.21) or (il) the date of receipt of the Loan Commitment Letter (defined in 9 18.1.2); 6.2.2 attend (and cause any Proposed Occupant to attend) one or more personal nterviews, as requested by the Corporation; and 6.2.3 prompily submit to the Corporation such further references, data and documents reasonably requested by the Corporation. 6.3 Elther Party, after learning of the Corporation's decision, shall promptly advise the other Party thereof. If the Corporation has not made a decision on or before the Scheduled Closing Date, the Closing shall be adjourned for 30 business days for the purpose of obtaining such consent. If such consent is not given by such adjourned date, elther Party may cancel this Contract by Notice, provided that the Corporation's consent is rot issued hofore such Notice of cancellation is given. If such consent is refused at any time, cither Party may cancel this Contract by Notice. In the event of cancelletion pursuant to this \$ 6.3, the Escrowed shall refund the Contract Deposit to Purchasor. 6.4 If such consent is refused, or not given, due to Purchaser's bad faith conduct. Purchaser shall be In default and ¶ 13.1 shall govern. #### 7 Condition of Unit and Persoralty: Possession 7.1 Seller makes no representation as to the physical condition or state of repair of the Unit. the Personally, the Included Interests or the Premises. Purchaser has inspected or waived inspection of the Unit, the Personally and the Included Interests and shall lake the same "as is", as of the date of this Contract, except for reasonable wear and tear. However, at the lime of Closing, the appliances shall be in working order and required smoke detector(s) shall be installed and operable. 7.2 At Closing, Seller shall doliver possession of the Unit, Personalty and Included Interests in the condition required by 9 7.1, broom-clean, vacunt and free of all occupants and rights of possession. #### 8 Risk of Loss 8.1 The provisions of Goneral Obligations Law § 5-1311, as modified herein, shalf apply to this transaction as If it were a sale of realty. For purposes of this paragraph, the term "Unit" Includes built-in Personalty. 8.2 Destruction shall be decmed "material" under OOL § 5-1311, if the reasonably estimated cost to restore the Unit shall exceed 5% of the Purchase Price. 8.3 In the event of any destruction of the Unli or the Premises, when nelther logal title nor the possession of the Unit has been transferred to Purchaser, Seller shall give Notice of the loss to Purchaser ("Loss Notice") by the earlier of the date of Closing or 7 business days after the date of the loss. 8.4 If there is material destruction of the Unit without fault of Purchaser, this Contract shall be deemed canceled in accordance with | 16.3, unless Purchaser elects by Notico to Seller to complete the purchase with an abatement of the Purchese Price: or 8.5 Whether or not there is auy destruction of the Unit, if without fault of Purchaser, more than 10% of the units in the Premises are rendered uninhabitable, or reasonable access to the Unit is not available, then Purchaser shall have the right to cancel this Contract In accordance with \$ 16.3 by Notice to Sciler. 8.6 Purchaser's Notice pursuant to 9 8.4 or 11 8.5 shall be given within 7 business days following the giving of the Loss Notice except that if Seller does not give a Loss Notice, Purchaser's Notice may be given at any time at or prior to Closing. 8.7 In the event of any destruction of the Unit, Purchaser shall not be entitled to an abatement of the Purchase Price (i) that exceeds the reasonably estimated cost of repair and restoration or (ii) for any loss that the Corporation is obliged to repair or restore; but Sellor shall assign to Purchaser, without recourse, Seller's claim, if any, against the Corporation with respect to such loss. #### 9 Closing Location The Closing shall be held at the location designated by the Corporation or, If no such designation is made, at the office of Seller's Attorney. #### 10 Closing 10.1 At Closing, Seller shall deliver or cause to be delivered: 10.1.1 Seller's certificate for the Shares duly endorsed for transfer to Purchaser or accompanied by a separate duly executed stock power to Purchaser, and in either case, with any guarantee of Seller's signature required by the Corporation; 10.1.2 Seller's counterpart original of the Lease, all assignments and assumptions in the chain of title and a duly executed assignment thereof to Purchaser In the form required by the Corporation: 10.1.3 PIRPTA documents required by ¶ 25; 10, 1,4 keys to the Unit, bullding entrance(s), and, if applicable, garage, mailbox, storago unit and any locks in the Unit; 10.1.5 If requested, an assigninent to Purchaser of Soller's interest in the Personalty and Included Interests; 10.1.6 any documents and payments to comply with \$ 15.2 10.1.7 If Seller is unable to deliver the documents required in ¶ 10.1.1 or 10.1.2 then Seller shall deliver or cause to be delivered all documents and payments required by the Corporation for the issuance of a new certificate for the Shares or a new Lease. 10.2 At Closing, Purchaser shall: 10.2.1 pay the Balance In accordance with \$12.2.2; 10.2.2 execute and deliver to Seller and the Corporation an agreement assuming the Lease, in the form required by the Corporation; and 10,2.3 if requested by the Corporation, execute and deliver counterparts of a new lease substantially the samo as the Lease, for the balance of the Lease term, in which case the Lease shall be canceled and surrendered to the Corporation together with Seller's assignment thereof to Purchaser. 10.3 At Closing, the Partics shall complete and execute all documents necessary: 10.3.1 for Internal Rovenue Service ("IRS") form 1099-5 or other similar requirements; 10.3.2 to comply with smoke detector requirements and any applicable transfer tax filings; and 10.3.3 to transfer Seller's interest, if any, In and to the Personalty and Included Interests. 10.4 Purchaser shall not be obligated to close unless, at Closing, the Corporation delivers: 10.4.1 to Purchaser a new certificate for the Shares in the name of Purchaser; and 10.4.2 a written statement by an officer or authorized agent of the Corporation consonting to the transfor of the Shares and Lease to Purchaser and seiting forth the amounts of and payment status of all sums owed by Seller to the Corporation, Including Maintenance and any Assessments, and the dates to which each has been pald. #### 11 Closing Fees, Taxes and Apportionments 11.1 At or prior to Closing, 11.1.1 Seller shall pay, if applicable: 11.1.1.1 the cost of stock transfer stamps; and 11.1.1.2 transfer taxes, except as set forth in \$ 11.1.2.2 I I . 2 Purchaser shall pay, if applicable: 11,1,2,1 any fee imposed by the Corporation relating to Purchaser's financing; and FTTED : 11.1.2.2 transfer taxes imposed by statute primarlly on Purchaser (e.g., the "mansion lax"), 11.2 The Flip Tax, if any, shall be paid by the Party specified In \$ 1.19. I 1.3 Any fee imposed by the Corporation and not specified in this Contract shall be pald by the Party upon whom sach fee is expressly imposed by the Corporation, and if no Party is specified by the Corporation, then such fee shall be paid by Seller. 11.4 The Parties shall apportion as of 11:59 P.M. of the day preceding the Closing, the Mairtenance, and anyother periodic charges due the Corporation 'other than Assessmonis) and STAR Tax Exemption (if the Unli is the beneficiary of same), based on the number of the days in the month of Closing. 11.5 Assossments, whether payable In a lunip sum or installments, shall not be apportioned, but shall be paid by the Party who is the owner of the Shares on the date specified by the Corporation for payment, Purchaser shall pay any Installments payable after Closing provided Seljer had the right and olected to pay the Assessment in installments. 11.6 Each Party shall timely pay any transfer taxes for which it is primarily Hable pursuant to law by cashlor's, official bank, certified or altorney's escrow check, This ¶11.6 shal, survive Closing. 11.7 Any computational crrors or omissions shaft be corrected within 6 months after Closing. This fill 7 shall survive Closing, 12 Broker 12.1 Each Party represents that such Party has not dealt with any person ucting as a broker, whother licensed or unlicensed, in connection with this transaction other than the Broker(s) named in 91.5. 12,2 Seller shall pay the Broker's commission pursuant to a suparate agreement The Broker(s) shall not be decince to be a third-party beneficiary of this Contract. 12.3 This 912 shall survive Closing, cancellation or termination of this Contract. #### 13 Defaults, Remedies and Indomnities 13,1 In the event of a default or misrepresentation by Purchaser. Soller's sole and exclusive remadies shall be to cancel this Contract, retain the Contract Devosit as liguidated damages and, If applicable, Seller may enforce the indomnity in 9 13.3 as to brokerage commission or sue under § 13.4. Purchaser prefers to limit Purchaser's exposure for actual damages to the amount of the Contract Deposit, which Purchaser agroes constitutes a fair and reasonable amount of compensation for Seller's damages under the circumstances and is not a penally. The principles of real property law shall apply to this liquidated damages nrovision. 13.2 In the event of a default o- misrepresentation by Seller, Purchaser shall have such remedies as Purchaser is entitled to al law or in equity, including spec fic performance, because the Unit and possession thereof cannot be duplicated, 13.3 Subject to the provisions of 9 4.3, each Party indemniffes and holds harmless the other egainst and from any claim, Judgment, loss, liability, cost or expense resulting from the indemnitor's breach of any of its representations or ecvenants stated to survive Closing, cance lation or termination of this Contract, Purchaser indemnifies and holds harmless Seller against and from any claim, judgment, loss, lighlilly, cost or expense resulting from the Lease obligations accruing from and after the Closing. Each indemnity includes, without fimitation, reasonable attorneys' fees and disbursements, court ocsts and Iltigation expenses arising from the defense of any claim and enforcement or collection of a judgment under this indemnity, provided the indemnitoc is given Notice and opportunity to defend the claim. This ¶ 13.3 shall survive Closing, cancellation or termination of this Contract. 13.4 In the event any instrument for the payment of the Contract Doposit falls of collection, Seller shall have the right to sue on the uncollected instrument. In addition, such fallure of collection shall be a default under this Contract, provided Seller gives Purchaser Notice of such failure of collection and, within 3 business days after Notice is given, Escrowee does not receive from Purchaser an unendorsed good cortified check, bank check or immediately available funds in the amount of the uncollected funds. Fallure to curc such default shall entitie Seller to the remedies set forth in 13.1 and to retain all sums as may be collected and/or recovered. #### 14 Entire Agreement; Modification 14,1 All prior oral or written representations, understandings and agreements had between the Parties with respect to the subject matter of this Contract, and with the Escrowee as to 9 27, are merged in this Contract, which alone fully and completely expresses the Partles' and Escrowed's agreement. 14.2 The Attorneys may extend in writing eny of the time limitations stated in this Contract. Any other provision of this Contract may be changed or waived only in writing signed by the Party or Escrowce to be charged. #### 15 Removal of Liens and Judgments 13.1 Purchaser shall deliver or couse to be delivered to Seller on Seller's Attornoy, not loss than 10 calendar days prior to the Scheduled Closing Date a Lien and Judgment search, except that Liens or Judgments first disclosed in a continuation soarch shall be reported to Seller within 2 business days after receipt thereof, but not lator than the Closing. Sciler shall have the right to adioum the Closing pursuant to \$1 16 to remove any such Liens and Judgments, Fullure by Purchaser to timely deliver such search or continuation scarch shall not constitute a waiver of Seller's covenants in 94 as to Liens and Judgments. However, If the Closing Is adjourned solely by reason of untimely delivory of the Lien and Judgment search, the apportionments under 9 11.3 shall be made as of 11:59 P.M. of the day preveding the Scheduled Closing Date In 9 1.15. 15.2 Seller, at Seller's expense, shall obtain and deliver to the Purchaser the documents and payments necessary to secure the release, satisfaction, termination and discharge or removal of record of any Liens and Judgments. Seller may use any portion of the Purchase Price for such purposes. 15.3 This ¶ 15 shall survive Closing. 16 Seller's Inability 16.1 If Seller shall be unnble to transfer the ltems set forth in 9 2.1 In accordance with this Contract for any reason other than Seller's failure to make a required payment or other willful act or omission. then Seller shall have the right to adjourn the Closing for periods not exceeding 60 calendar days in the aggregate, but not extending beyond the expiration of Purchaser's Loan Commitment Letter, If \$ 1.20.1 or 1.20.2 applies. 16.2 If Sciler does not elect to adjourn the Closing or (if adjourned) on the adjourned date of Closing Seller is still unable to perform. then unless Purchaser clects to proceed with the Closing without abatement of the Purchase Price, either Party may cancel this Contract on Notice to the other Party given at any time thereafter. 16.3 In the event of such cancellation, the sole llability of Seller shall be to cause the Contract Denosit to be refunded to Purchaser and to reiniburse Purchaser for the actual costs incurred for Purchase's lion and title scarch, if any. #### 17 Notices and Contract Delivery 17.1 Any notice or demand ("Notice") shall be in writing and delivered either by hand. Overnight delivery or centified or registered mail, return receipt requested, to the Party and simultancously, in like manner, to such Party's Attorney, if any, and to Escrowee at their respective addresses or to such other address as shall hereaffor be designated by Notice given pursuant to this \$ 17. 17.1 or by ordinary mall. 17,3 The Contract or each Notice shall be deemed given and received: 17.3.1 on the day delivered by hand; 17.3.2 on the business day following the date sent by overnight delivery; 17.3.3 on the 5th business dey following the date sent by certified or registered mail: or 17.3.4 as to the Contract only, 3 business days following the date of ordinary mailing. 17.4 A Notice to Escrowee shell be deemed given only upon actual receint by Escrowoc. 17.5 The Allorneys are authorized to give and receive any Notice on behalf of their respective clients, 17.6 Follure or refusal to accept & Notice shall not invalldate the Notice. 17.7 Notice pursuant to 9 2.2.2 and 13.4 may be del. vered by confirmed facsimile to the Party's Attorney and shall be deemed given when transmission is confirmed by sender's facsimile machine. #### 18 Financing Provisions 48.1-The provisions of 99-18.1-and-18.2-are applicable only 10-8 1,20105-222-201881 48. 1. 1- An "Institutional Londor" is any of the following that Is authorized under Roderal or Now York State-tam to Issue a loan secured by the Shares-and Lesse and is ourrently only anding similarly-sourced-loan-commitments in-the-oounty in-which the Unli-lo-lowated a bank, savings bank, savings and toun association, trust company, oreals unton of whilely Purchasses in a momber, mortgage banker, insurance company of governmental ontity .18.1.2 A. - Loan-Commitment Leater 15 a written offer from ar Institutional Londor to make a losn on the Financing-Torms (see 9-1.21) at prevaling fixed or adjustable interest relos and in other ousternary-lerms-gonerally boing offered by Inctitutional Lenders making overative chere loans. An offer to inake a to an-oend then aboutining an approlisal-satiofactory-to-the Institutional Londer shall-not secome a Loan-Commitment better unless and until-such-oondition-is-met-An-offer conditional-upon-any-factor-concerning Purchaser-forg. sale-of ourrent home, payment of outstanding debt, no materia, adverse change in-Purchaser's-financia: oondition -- ota.}- Is-a-Loan Commitment Lollor whother or not such condition to met, Purchaser aveepts the risk that, and ounnal-onneel this Gontract if, any condition oneerning Purchaner in not mot, 18.2 Purchaser, directly or through a mortgage broker registered pursuant-to-Article-12-D-of the Banking-Law, shall-elligently and in 2000 fally 48.2 +- apply only to an Institutional Londor-for a loan on-the Finanoling Torms (see 9-4.2+) on the form requires by the Institutional Londer-oontaining-truthful-and-overplote information, and submit-such-appliention-together-with-such documents as the Institutional sender requires, and pay the apolizable fore and charges of the Institutional Libround - ull-af which shall be porformed within 5 business days after the Delivery Date +8.2-2-promptly submit-to-the Institutional Lender-such-further roforences, data-ond-documents requested by-the Institutional bondor, and 18.2-3-accopt of Loan-Commitment Letter mosting the Financing Forms-and-comply-with-all-requirements-of-such-boan Commitment Lostor (or any of hor loan-commitment offer assepted-by-Purchaser) and of the Inatitutional Londer In-order to stood the loan and 48,2,4 turnish Soller with a sopy of the boan Commismont Lotter promptly after Purchaser's recoipt thereof. 18,215 Purchase to not reguired to apply to more than one Inother formal Londor. 18.3 11-8 1-20-1 applies, then 18.3.1 provided Purchuser-has complied with all-appHoatie orovisions of a 18.2 and this \$ 18.3 Purchaser may cancel this Gentract as not forth bolow, 45 18.3.1.1 any Inclitutional Londor denles Purchasor's application in-writing prior to the Laan Commitment Dato (see q 1,2 }; or 18,3,1,2 a Loan Commitment Letter lo-not-issued-by-the Institutional Londor on or before the Loan Commitment Dulo; or 48.3-1-3-any-roautroment-of the Loan Gommitment-Letter-other-than-one-sangerning-Purchaser-15-not met-forg -- fatture of the Corporation-to-excepte and deliver the Institutional Louiser's rosognition agroument of other document, financial-condition of the Corporation, owner-oveupaney quota, બ્દર્ભ - Br 18.3.1.4 (i) the Closing to adjourned by Soller or the Corporation for more than 30 business days from the Sokeduled Closing Date and (il) the Loun-Commitmont Lottor oxplies on-a-date-more then 20 business days after the Scheduled Closing Dato and before the new date set for Closing purcuant to this paragraph and-4112-Purchaver to unable in-good faith to obtain-from the Institutional Londor-an-extension-of-the Loan-Gommilmont Lottor-or-a-now-Loan-Gommitment-Letter-on-the-Finencing Terms without paying additional foos to the Inclifutional Londor, unload-Seller-agroov, by-Notice to Purchaser-within S-buoiness days after roomint of Purchaser's Notice of on noolialion-on-sueli ground, that Soller-will-pay-anoh-additional-food-and-Seller-pays such food when due. Purchaser may not object to an adjournment by-Suiler-for-up-to-30-basiness-days-solely-because-the-laan Gommitment-botter-would-expire-before-suol-adjanened-Glasing date. 18.3.2 Purchaser-chall-dollyer-Notice-of-cancollation-to-Sellor within-5-business-days-after-the-Form-Commitment Dato if eance !!!!!! on is pursuant to \$18.3.1.1 or 18.3.1.2 and on-or-prior to the Schoolood Closing Date if cancellation is pursuant-to-18.3.1.3 or 18.3 rt 4. 18.3.3 If cancellation is pursuant-to-9-18.3.1.1, then Purchaser shall deliver to Seller, together with Purchaser's Notica a oppy of the Institutional Londer's written-donial-of-Purchaser's-loan application to sancollation is pursuant to - 9 18.3, t.3, then Purchaser shull deliver to Sollor locather with Purchaver a Notice evidence that a requirement of the Incitutional Londer was not Fridator 1.8.3.4-Seller-may-ouncel-this-Gontract-by-Notion to Purchaser. sent-within - S-days-after the Loan Commitment-Date, Il Purchaser-shall-not-have-sent-by-then-elther-(i)-Purchaver's Notice of eancellation or fill a-sopy of the Loan Commitmont Lotter to Sollor which enneetlation shall become effective if Purchaser-dose-not-deliver a sopy of ouch-Loan-Commitment Letter to Seller within 10 business days ufter the Loan Commitment-Dato. 18.3.5 Falluro by ofthor Purchaser-or-Seller-to-deliver-Notice of cancellation-as-required by this \$ 18.3 shall-constitute a walver of the right to goncel under this 818 2 48.3.6 If this Contract is vanceled by Purchuser-pursuant-10-this 4-18.3, then thereafter neither Party ohall have any further rights against, or obligations or liabilities to, the other by roason of this Gontract -- oxeept -- the Gontract-Duposit-whall-bo-womply Foturedon to Purchaser and - OKDED - as - Soft - in - 12 - 1 - 1 - 1 - 1 - 1 - 1 - 1 - 1 - 1 - 1 - 1 - 1 - 1 - 1 - 1 - 1 - 1 - 1 - 1 - 1 - 1 - 1 - 1 - 1 - 1 - 1 - 1 - 1 - 1 -Contrast is canceled by Purchaser pursuant to \$ 18.3.1.4, then Seller-shull-roimburse-Purchaver-for-any-non-rofundable finanoing and inspection-exponses-and other summ-reimbursable-pursuant-to- 18:3-7-Purchaffer-enninet-annost-thit-Gontraol-pursuant-to-18.3.4.4 and-ounnot-abluin-a-refund-of-the-Gontrao-Doposit-ff the family to and be fallo to fand the loan48.3.7.2 due to the expiration of a Loan Genunitment totler lessued-with un-exploation-dote-that-in-net-more than 30-busineers days after the School tool Glosting Duto, #### 19 Singular/Plural and Joint/Several The use of the singular shall be ceemed to include the plural and vice versa, whenever the context so requires. If more than one porson consiliutes Seller or Purchaser, their obligations as such Party shall be Joint and several. #### 20 No Survival No representation and/or covenant contained herein shall survive Closing except as expressly provided. Payment of the Balance shall constitute a discharge and release by Purchaser of all of Seller's obligations hereunder except those expressly stated to survive Closing #### 21 Inspections Purchaser and Purchaser's representatives shall have the right to Inspect the Unit within 48 hours prior to Closing, and at other reasonable times upon reasonable request to Seller. #### 22 Governing Law and Venue This Contract shall be governed by the laws of the State of New York without regard to principles of conflict of laws. Any action or proceeding arising out of this Contract shall be brought in the county or Federal district where the Unit is located and the Parties hereby consent to said venue. #### 23 No Assignment by Purchaser; Death of Purchaser 2.3.1 Purchaser may not assign this Contract or any of Purchaser's rights hereunder. Any such purported assignment shall be null and void. 23.2 This Contract shall terminate upon the death of al. persons comprising Purchaser and the Contract Deposit shall be refunded to the Purchaser. Upon making such refund and reimbursement, neither Party shell have any further liability or claim against the other hereunder, except as set forth in \$ 12. #### 24 Cooperation of Parties 24.1 The Parties shall each cooperate with the other, the Corporation and Purchaser's Institutional Lender and title company, if any, and obtain execute and deliver such documents as are reasonably necessary to consummate t.ils sale. 24.2 The Parties shall timely I le all required documents in connection with all governmental filings that are required by luw. Each Party represents to the other that its statements in such filings shall be true and complete. This ¶ 24.2 shall survive Closing. #### 25 FIRPTA The parties shall comply with IRC on 897, 1445 and the regulations thereunder as same may be amended ("FIRPTA"). If applicable, Seller shall excoute and deliver to purchaser at Closing a Certification of Non- Foreign Status ("CNS") or deliver a Withholding Certificate from the IRS. If Seller fails to deliver a CNS or a Withholding Certificate, Purchaser shall withhold from the Balance, and remit to the IRS, such sum as may be required by law. Seller hereby waivos any right of action against Purchaser on account of such withholding and remittance. This \$ 25 shall survive Closing. #### 26 Additional Requirements 26.1 Purchaser shalf not be obligated to close unless all of the following requirements are satisfied at the time of the Closing; 26.1.1 the Corporation is in good standing; 26.1.2 the Corporation has fee or leasehold title to the Premises, whether or not marketable or Insurable; and 26.1.3 there is no pending in rem action, tax cortificated ion sale or forcelosure action of any underlying mortgage affecting the Promises, 26.2 If any requirement in 9 26.1 is not satisfied at the time of the Closing, Purchaser shall give Seller Notice and if the same is not satisfled within a reasonable period of time thereafter, then cither Party way cancel this Contract (pursuant to 9 16.3) by Notice. #### 27 Escrow Terms 27.1 The Contract Deposit shall be deposited by Rscrowee in an escrow account us set forth in \$ 1.24 and the proceeds held und disbursed in accordance with the terms of this Contract. At Closing, the Contract Deposit shall be pald by Escrowee to Soller, If the Closing does not occur und either Party gives Notice to Escrower demanding payment of the Contract Deposit, Escrowee shall give prompt Notice to the other Party of such demand. If Escrowee does not receive a Notice of objection to the proposed payment from such other Party within 10 business days after the giving of Escrowee's Notice, Escrowce is horeby authorized and directed to make such payment to the demanding party. If Escrowse does receive such a Notice of objection within said period, or if for any reason Escrowee in good faith elects not to make such payment, Escrowoo may continue to hold the Contract Deposit until otherwise directed by a joint Notice by the Parlies or a final, non-appealable judgment, order or decree of a court of competent jurisdiction. However, Escrowee shall have the right at nny time to deposit the Contract Denosit and the interest thereon, if any, with the clerk of a court In the county as set forth in 9 22 and shall give Notice of such deposit to each Party. Upon disposition of the Contract Deposit and interest thereon, if any, in accordance with this ¶ 27, Escrowee shall be released and discharged of all escrow obligations and liabilities. 27.2 The Party whose Attorney is Escrowce shall be llable for loss of the Contract Deposit. If the Escrowee is Sciler's altorney, then Purchasor shall be credited with the amount of the contract Deposit at Closing. 27.3 Escrowee will serve without compensation. Escrower is acting solely as a stakeholder at the Partles' request and for their convenience. Escrowee shall not be liable to either Party for any act or omission unless it involves bad faith, willful disregard of this Contract or gross negligence. In the event of any dispute, Seller and Purchaser shall jointly and severally (with right of contribution) defend (by uttorneys elected by Escrowed), indemnify and hold harmless Escrowee from and against any claim, judgment, loss, liability, cost and expenses incurred in connection with the performance of Escrowee's acts or omissions not involving bad falth, willful disregard of this Contract or gross negligence. This indemnity Includes, without limitation, reasonable attorneys' fees either paid to retain nttorneys or representing the fair value of legal services rendered by Escrowee to itself and disbursements, court costs and Iltigation expenses. 27.4 Escrower acknowledges receipt of the Contract Deposit, by check sublect to collection. 27.5 Escrower agrees to the provisions of this \$ 27. 27.6 If Escrowee is the Attorney for a Party, Escrowee shall be permitted to represent such Party in any disnute or lawsuit, 27.7 This 9 27 shall survive Closing, cancellation or termination of this Contract #### 28 Margin Headings The margin hending do not constitute part of the text of this Contract. #### 29 Miscellancous This Contract shall not be binding unless and unlil Seller delivers a fully executed counterpart of this Contract to Purchaser (or Purchaser's Attorney) pursuant to § 17.2 and 17.3. This Contract shall bind and Inure to the benefit of the Parties hereto and their respective heirs, personal and legal representatives and successors In interest. 30 Lead Paint If applicable, the complete and fully executed Disclosure of Information on Lead Based Paint and or Lead-Based Paint Hazards is attached hereto and made a part hereof. In Witness Whereof, the Parties heroto have duly executed this Contract as of the date first above written. letter por de la see count a le se se en de le control of de la mar uner mor a se miner more more more more more more more and in 128/2018 more por de more de por a por a se ESCROW TERMS AGREED TO: Michael J. Jones ESCROWEls | SELLER:
SHERRY 1800s, LLC
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GENEVER HOLDINGS LLC
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PHANTERRAL AD BARRENT POST IN CONNECT College PASSECTION COLORAL ROSSES RESOLUCIASSO RESOLUME | (p) (c) production (i a r system (w/m). AMA (art manders) (color AMARCHANAGEMAN) (color (concepture | | Contraction of N 111 C L ( 12 ) 40 = 0 = 0 = 0 = 0 = 0 = 0 + 0 = 0 = 0 = 0 = 0 = 0 = 0 = 0 = 0 = 0 = 0 = 0 = 0 = 0 = 0 = 0 = 0 = 0 = 0 = 0 = 0 = 0 = 0 = 0 = 0 = 0 = 0 = 0 = 0 | 1 / 1 / 1 / 1 / 1 / 1 / 1 / 1 / 1 / 1 / 1 / 1 / / / / / / / / / / / / / / / / / / / / / / / / / / / / / / / / / / / / / / / / / / / / / / / / / / / / / / / / / / / / / / / / | INDEX NO. 652077/2017 ### **FIRST RIDER ANNEXED TO AND FORMING A PART OF CONTRACT OF SALE FOR THE 18TH FLOOR KNOWN AS UNIT 1801 AT SHERRY NETHERLAND**• **INC .• 781 FIFTH AVENUE, NEW YORK, NEW YORK, A COOPERATIVE APARTMENT BETWEEN SHERRY 1800s, LLC, AS SELLER, AND GENEVER HOLDINGS LLC, AS PURCHASER, DATED FEBRUARYZ..I, 2015** **FILED: NEW YORK COUNTY CLERK 11/28/2018 12:22 PM** INDEX NO. 652077/2017 NYSCEF DOC. NO. 256 RECEIVED NYSCEF: 11/28/2018 Case 22-50073 Doc 183-2 Filed 04/06/22 Entered 04/06/22 17:07:45 Page 71 of 104 441-5 05/25/22 05/26/22 15:59:53 406-5 05/20/22 05/20/22 12:13:10 12 32 31. In the event of any conflict between the provision of this Rider or any other Rider, and the provisions of the Contract to which this Rider is attached, the provisions of this Rider shall control. 32. In addition to the representation made by Purchaser in Paragraph 4 of this Contract) Purchaser) jointly and severally, represents and warrants to Seller that Purchaser knows of no outstanding judgments or tax liens and knows of no threatened lawsuit or claim (including criminal and/or tax proceedings). 33. Supplementing Paragraph 20, the acceptance of the Shares and the assumption of the Lease by Purchaser anc the delivery of possession of the Unit and keys by Seller shall be deemed full perfonmmce by Seller of Seller's obligations under this Contract, except any of which that survive Closing, and such acceptance and assumption by Purchaser shall discharge Seller from all terms• conditions, representations and agreements required to be performed by Seller under this Contract1 except any of which that survive Closing. No liability on the part of Seller shall survive the Closing except as expressly set forth *in* this Contract. 34. In the event that there is any refund on real estate taxes attributable to the time period in which Seller has owned the Unit, such refund shall belong solely to Seller. In this regard, Purchaser shall cooperate with Seller in connection with obtaining such refund and Purchaser agrees to sign any reasonable documentat:on to assist Seller in obtaining such refund, If such refund is delivered to Purchaser (or credited t::Jwards Purchaser's monthly maintenance by the Corporation), Purchaser shall promptly remit such refund to Seller. The Parties acknowledge that the provision of this Paragraph 34 shall survive the Closing 35. An increase in the maintenance or the imposition of an assessment after the date hereof shall not be deemed a misreprcsentF,ltion or breach by Seller hereunder. In this regard, any assessment imposed by the Corporation after the date of this Contract, shall be solely the obligation of Purchaser if such assessment is payable on or after the date of Closing, Seller will send Purchaser a copy of any notices from the Corporation regarding material facts relating to the Corporation including any maintenance increases. 3 6. A "Disc~osure of Infonnation on Lead.Based Paint and/or Lead Based Paint Hazards" *is* attached hereto as Exhibit A hereto. Such document may be executed in counterpruis, This Contract shall be ceemed executed when signed by the parties hereto notwithstanding that the Broker's signature on such Exhibit A have not yet been obtained. Purchaser acknowledges that Purchaser has received the pamphlet Protect Your Home From Lead in Your Home and Purchaser hereby waives the opportunity to conduct a. risk assessment or inspection for the presence of lead• based paint and/or lead-based paint hazards in the Unit and/or the Premises. Purchaser acknowledges that Seller has made no representations to Purchaser concerning the presence of lead paint in the Premises except in the Unit and then only to the extent expressly set forth in the attached disclosure form. Notwithstanding any requirements pursuant to any Local Law, Purchaser #### **FILED: NEW YORK COUNTY CLERK 11/28/2018 12:22 PM** INDEX NO. 652077/2017 NYSCEF DOC. NO. 256 RECEIVED NYSCEF: 11/28/2018 Case 22-50073 Doc 183-2 Filed 04/06/22 Entered 04/06/22 17:07:45 Page 72 of 104 406-5 05/20/22 05/20/22 12:13:10 13 32 441-5 05/25/22 05/26/22 15:59:53 the Premises and Unit in their current 11as is 11 condition concerning the presence of lead paint and any hazards related to same, 37. All representations made by the Seller in the Contract or any Rider thereto are made to the best of Seller's knowledge and belief without independent investigation and shall not survive the closing. **IN WITNESS WHEREOF,** of the parties hereto have executed this Rider to Contract of Sale as of the date first above written. ### **SELLER:** ### **PURCHASER:** **GENEVER HOLDINGS LLC** #### **FILED: NEW YORK COUNTY CLERK 11/28/2018 12:22 PM** INDEX NO. 652077/2017 NYSCEF DOC. NO. 256 RECEIVED NYSCEF: 11/28/2018 Case 22-50073 Doc 183-2 Filed 04/06/22 Entered 04/06/22 17:07:45 Page 73 of 104 406-5 05/20/22 05/20/22 12:13:10 14 32 441-5 05/25/22 05/26/22 15:59:53 SECOND RlDER TO CONTRACT *OF* SALE DATED AS OF FEBRUARYjJ\_, 2015, BETWEEN SHERR v 1800S LLC, AS SELLER, AND GENEVER HOLDrNGS LLC, AS PURCHASER, COVERING PREMISES LOCATED AT 781 FIFTH A VENUE, NEW YORK, NEW YORK, 18TH FLOOR (UNITS 1801, 1804, 1807, 18091 1811, SERVANTS ROOM 1519) SR 1. In case of any inconsistency or conflict between the printed portion of this Contract or the First Rider, and the provisions of this Second Rider, the provisions of this Second Rider shall control, SR2. Seller shall, promptly after receipt thereof, deliver to Purchaser copies of any written notices from the Corporation receiwd after the Delivery Date and relating to: (1) any increase in the amount of the monthly Maintenance as set forth in paragraph 1.1 7; (2) any intended or proposed assessment other than the Assessment; (3) any intended or proposed changes to the "flip tax" or other transfer fee charged by the Corporation or its Managing Agent; ( 4) any proposed amendment or modification of the Lease, the Certificate ofincorporation of the Corporation or the Cc-rporation's By-Laws; (5) any proposed construction or repair work the cost of which is intended to be borne by the Corporation, its insurers or its shareholders; (6) any refinancing or other material change with respect to any mortgage affecting the Premises; or (7) any damage or casualty to the Unit or the Premises. SR3. Supplementing paragraph 3.3: In the event Setler removes any light fixtures from the Unit, such fixtures will be replaced with standard fixtures, so that no exposed wiring or bulbs remain in place of the removed fixtures. Seller shall, at its own expense and prior to the Closing, remove from the Unit all furniture, furnishings and other personal property and/or fixtures not included in this transaction and shall repair in a good and workmanlike manner any material damage caused cy such removal. Any of Seller's personal property not included in the sale contemplated hereby which is not removed from the Unit prior to the Closing shall be deemed abandoned property. Purchaser may (but shall not be obligated to) cause any such abandoned property to be removed from the Unit at Seller's risk and expense. The provisions of this paragraph shall survive the Closing. SR4. Notwithstanding the provisions of paragraph 7 or any other provision of this Contract to the ccntrary, Seller represents and warrants that the plumbing, heating, electrical and air conditioning systems and fixtures and all Personalty shall be in working order at the Closing, to the extent the responsibility of Seller under the Lease. SR5. (a) As 1i material inducement to Purchaser entering into this Contract, Seller hereby represents that Seller has obtained all necessary approvals, pennits and certificates from the Corporation and the New York City Department of Buildings for any work done by Seller to the Unit. Fu:iher, Seller is not obligated to perform any work or expend any monies D(1cY: US! 984 I I 54v4 #### **FILED: NEW YORK COUNTY CLERK 11/28/2018 12:22 PM** INDEX NO. 652077/2017 NYSCEF DOC. NO. 256 RECEIVED NYSCEF: 11/28/2018 Case 22-50073 Doc 183-2 Filed 04/06/22 Entered 04/06/22 17:07:45 Page 74 of 406-5 05/20/22 05/20/22 12:13:10 15 32 441-5 05/25/22 05/26/22 15:59:53 ( other than maintenance) pursuant to any agreement ( other than the Lease and other Co-op Documents) with the Corporation that would be binding on Purchaser after Closing. 104 (b) Prior to Closing, Seller shall, at its sole cost and expense, cause any and all open permits against the Unit to be closed, discharged, and otherwise paid **for,** and shall deliver satisfactory proof of same to Purchaser. A Letter of Completion from the NYC Department of Buildings shall be deemed satisfactory proof. Notwithstanding the foregoing, Seller shall not be required to close two open permits that are listed by the New York City Department of Buildings as Job Nos. 101785169 and 101778836, copies of which Jobs are attached hereto. The parties acknowledge the reason for the prior sentence is that the Corporation has stated it will agree in writing to duly close these two open pennits. In the event the Corporation does not deliver such written agreement, then Seller may either elect to close these permits, but if it does not, then either party may terminate this Contract. (c) Seller shall either (a) deliver to Purchaser a letter of completion from the New York City Deprrtment of Buildings evidencing that the Unit has been legally combined, or (b) at Closing, execu:e and file with the transfer taxes returns an affidavit stating the reELo;;ons that the Unit is properly and legally considered to be a single unit with one kitchen and that transfer tax should be paid to New York City at the rate of 1.425%. Seller shall also deliver an indemnity letter to Purchaser indemnifying Purchaser against any costs and damages (including, but not limited to penalties and interest for late payment) resulting from the City's requiring payment at a higher rate of taxafon. Notwithstanding the foregoing, if (i) Seller is unable to deliver a letter of completion as set ::'brth above, and (ii) Seller elects to pay the New York City transfer tax at the rate of 1.425% (rather than the so-called "bulk rate" of 2.625% ), then Seller's attorneys shall hold in escrow the sum of \$840,000 representing the difference between these rates of taxation. Seller's attorneys shall hold such sum for the shorter of (i) two (2) years (representing the current audit period for this tax by the New York City Department of Finance ("DOF")i or (ii) until such time that the Corporation delivers satisfactory written evidence from the New York City Department of Buildings (and/or other appropriate governmental entities) that the Unit has been properly and legally combined. Seller's attorneys shall either release the balance to Seller if it is determined thet 1.425% was the appropriate rate of taxation, or pay this sum, plus interest and penalties, if any, in the event it is determined by DOF that 2.625% was the appropriate transfer tax rate. SR6. Supplementing paragraph 4.1: "4.1.10. To Seller's knowledge, Seller has not received any written notice of any major repairs or replacements contemplated to the Premises or to the building systems in the Premises (including, without limitation, the heating, plumbing and electrical systems~ that could materially affect the Premises or the Unit. "4.1.1 L To Seller 1 s knowledge, there are currently no water leaks into the Unit and there have been no such leaks during the twelve (12)- month period immediately 2 preceding the date hereof. In addition, Seller has not been notified during said twelve ( 12) month period of any water leaks elsewhere in the Premises which were purported to emanate from the Unit." 104 441-5 05/25/22 05/26/22 15:59:53 "4.1.12 During Seller's ownership of the Unit, to Seller's knowledge, Seller has not been aware of (a)° the presence any toxic mold in either the Unit, or (b) any bedbug infestation in the Unit." "4. 1. 13 That to Seller's knowledge, there are no claims, actions, suits or legal proceedings of any kind pending or threatened (in writing), wrjch affect the Unit, Seller's ownership of the Unit or which may cause a lien of any kind to be imposed against the Unit or the Seller.'' ''4.1.14 To Seller's knowledge, in the last twelve ( 12) months, that neither Seller, nor any person acting on behalf of Seller, has made any complaint **(in writing,** electronic communication or by telephone) to tl:e Corporation, Managing Agent, superintendent or any other unit owner or tenant-shareholder at the Premises regarding noise, offensive odors, offensive conduct, lack of heat or hot water, or any other disturbance or adverse condition affecting the Unit." SR 7. All representations, warranties and covenants of Seller set forth in this Contract shall be true in all material respects as of the Closing, and Purchaser's obligation to perform under this Contract is expressly conditioned upon there being no breach, inaccuracy or misrepresentation in any of the same. SR8. If the Corporation approves the Purchaser's application but conditions its consent upon Purchaser complying with requirements outside the scope of the Contract, such as a demand for the Purchaser to deposit funds into escrow, then Purchaser may elect, in its sole discretion, to either (i) comply with such conditions and proceed with the Purchase, or (ii) decline to comply wi-:h such conditions. If Purchaser decHnes *to* comply, then Purchaser shall deliver to Seller written notice of same and this Contract shall be deemed canceled, and Escrowee shall promptly refund ,the Contract Deposit to Purchaser. Further, Seller acknowledges and agrees that Purchaser shall only be required to disclose to the Corporation liquid assets of \$420,000,000.00 (more than five times the Purchase Price), with supporting docwnentation as may be required by the Corporation as *to* the aforesaid amount (such as bank statements), Submission by Purch3.ser of the foregoing shall be deemed complete for purposes of the "Financial Statemenf', "Statement of Assets and Liabilities signed by Purchaser or Accountant" and supporting "Veri4cation of Assets" which are required by the Corporation as part of its HStandard Transfer Requirements" Board application. Purchaser may, in its sole discretion, decline any request by the Corporation to submit any documentation showing liquid assets in excess of the aforesaid amount, so th2.t in the event the Corporation rejects the Purchaser's Doc# US I 984 I I 54v4 application for any reason (other than willful bad faith by Purchaser), this Contract shall be deemed canceled, and Escrowee shall promptly refund the Contract Deposit to Purchaser. SR9. Supplementing paragraph 11. l. 1.2: Seller's obligation with respect to payment of transfer taxes shall apply to transfer taxes imposed by both the City and the State of New York. Within fourteen (14) days following the Closing, Seller shall furnish to Purchaser's attorney proof of filir:g of such transfer taxes. Seller shall indemnify and hold Purchaser harmless from and against any and all costs, loss or expenses incurred by Purchaser, including reasonable attorneys' fees and disbursements, by reason of Seller's failure to timely perform its obligations with respect to such transfer taxes. The provisions of this paragraph shall survive the Closing. SR 10. Supplementing paragraph 13: "13 *.5* Should either party willfully default in its obligations hereunder, it shall be liable to the other for reasonable attorneys' fees and costs incurred by the other party in enforcing this Contract as determined by a court of competent jurisdiction. In the event that either party purports to cancel this Contract and Seller elects to retain the Contract Deposit as liquidated damages, the prevailing party in any subsequent lawsuit shall recover its reasonable attorneys' fees and costs from the non~prevailing party. The award of such attorneys' fees and costs shall be recoverable as actual compensatory damages in addition to the amour:t of the Contract Deposit and/or liquidated damages which may be payable hereunder by either party." SRl 1. Supplementing paragraph 15.1: Purchaser may also deliver a supplemental list of s·.1ch Liens at a later date but not subsequent to the Closing if Purchaser becomes aware of the same at such later date. SR12. Supplementing paragraph 16: "16.4. Seller shall not be deemed unable to transfer the Lease anc. the Shares if such inability can be overcome by the payment of a sum of money by Seller not in excess of the Purchase Price less any loan payoff, brokerage commission, transfer truces and customary closing costs." SR! 3. Seller agrees to deliver to Purchaser, at or prior to the execution of this Contract, to the extent within Seller) s actual possession, all drawings and plans of the Unit, including the original floor plans, and all renderings of any proposed or completed renovations therein. In addition, Seller agrees to deliver to Purchaser, at or prior to the Closing and to the extent within Seller's actual possession, originals of all instruction manuals and all guaranties and warranty agreements affecting the Unit or any of the appliances or other personalty included in this sale, the rights under which shall be deemed assigned, to the extent assignable, to Purchaser at the Closing. SRI 4. This Contract may be executed in any number of counterparts. Each such counterpart shaH for all purposes be deemed to be an original, and all such counterparts shalJ DocJ/: {JS i ;984 t I 54v4 together constitute and be but one and the same instrument. Facsimile signatures or scanned signatures sent by e~mail shall bind the parties, SRI 5 Seller hereby agrees to cooperate with Purchaser if Purchaser elects to obtain leasehold title insurance or the Eagle 9 UCC Cooperative Interest Insurance Policy in connection with Purchaser's purchase of the Unit, including, without limitation, signing a title affidavit in the form requested by the issuer of the Eagle 9 UCC Cooperative Interest Insurance Policy. SR16. 1ffor any reason the Corporation does not permit the Purchaser to purchase the Unit1 then Purchaser may assign this Contract to another entity within the control of the Purchaser herein. SR 1 7. Each of the parties hereto desire that this Contract and the terms thereof (the "Confidential Aspects") be kept confidential to the greatest extent practicable. Accordingly, each of the parties hereto shall, and s~all instruct his or her agents, representatives and contractors to, maintain the confidentiality of the Confidential Aspects. It is understood, however, that the Co:ifidentia1 Aspects may be disclosed: (a) to the professional advisors of each of the parties (for example, without limitation, their attorneys and accountants), and to various other third parties (such as, for example, title insurance companies) who may be involved in aspects of the transactions or are otherwise necessary in order to consummate the transactions contemplated hereby; (b) if required to be disclosed by court order, subpoena, or other government process, or ifrequired by law; (c)with the consent of the parties; or (d) if already in the public domain, SRI 8. Notwithstanding anything contained herein to the contrary, the parties hereby agree that the sum of (a) \$67,500,000 is hereby allocated to the Purchase Price for the Unit, and that the adc:.itional sum of (b) \$2,500,000 is hereby allocated to the Personalty included in the Unit. Accordingly, appropriate New York State and City transfer taxes shall be paid by the respective parties based upon the sum of \$67,500,000, and, in addition, Purchaser shall pay the New York State sales tax on the Personalty, whlch Seller shall collect at Closing. *() fY1 flt7* SRl 9. Seller represents it will cause the third party sale of an additional maid'{n the Building to Purchaser either prior to or simultaneously with the closing of this transaction, In the event that Pmchaser is unable to buy this additional maid's room either prior to or simultaneous with the actual Closing of this transaction, Seller acknowledges that Purchaser may terminate this Contra~t and receive a full and prompt refund of the Contract Deposit, with interest. It is within the sole discretion of Purchaser whether to exercise or waive thls option to terminate. It is also r..oted that the Brokers listed ln this Contract shall pay for the maid's room, including costs and expenses associated therewith (including transfer **taxes).** Doc/I: *US* I :984 l ( 54v4 *I / l* SR20. In the event th2.t for any reason the parties are unable to close this transaction by March *6,* 2015, then Purchaser may terminate this Contract and receive a full refund of the Contract Deposit. It is within the sole discretion of Purchaser whether to exercise or waive this option t:) terminate. **FILED: NEW YORK COUNTY CLERK 11/28/2018 12:22 PM** INDEX NO. 652077/2017 NYSCEF DOC. NO. 256 RECEIVED NYSCEF: 11/28/2018 Case 22-50073 Doc 183-2 Filed 04/06/22 Entered 04/06/22 17:07:45 Page 78 of 104 441-5 05/25/22 05/26/22 15:59:53 406-5 05/20/22 05/20/22 12:13:10 19 32 SR21. Seller shal! pay the brokerage commissions based upon the total consideration being paid by Purchase:- for both the Unit and Personalty (which is the sum of \$70,000,000.00). SHERRY 1800s LLC, Seller ,,,., -•~~•~•••~'<~•••,\_. · ">' vs•••••••~,.V,•-- Name: Title: GENEVER HOLDINGS LLC, Purchaser V\..- \.../ 1 (.., ,\_ <- l,-'"', By: ~-? */J"'J,.,~~'=-~/,* , *c:--:-:~::-;;.~i r~* Ira J. Gi~ert 1 Authorized Person Doc#: USl :98411 **S4v4** ![](_page_19_Picture_2.jpeg) Try - 1 4 2 - Lead paint disclosure, raile of develling 24 CFR Par 35, 40 CFR Part 745, 9-6-96. ## Disclosure of Information on Lead-Based Paint and/or Lead-Based Paint Hazards ## SALES ## Lead Warning Statement Every purchaser of any interest in residential real property on which a residential dwelling was built prior to 1978 is notified that such property may present exposure to lead from lead-based paint that may place young children at risk of developing lead poisoning. Lead poisoning in young children may produce permanent neurological damage, including learning disabilities, reduced intelligence quotient, behavioral problems, and impaired memory. Lead poisoning also poses a particular risk to pregnant women. The seller of any interest in residential real property is required to provide the buyer with any information on lead-based paint hazards from risk assessments or inspections in the seller's possession and notify the buyer of any known lead-based paint hazards. A risk assessment or inspection for possible lead-based paint hazards is recommended prior to purchase. ## Seller's Disclosure (a) Presence of lead-based paint and/or lead-based paint hazards (Check (i) or (ii) below); (i) [] Known lead-based paint and/or lead-based paint hazards are present in the housing (explain). ![](_page_19_Picture_12.jpeg) (C) (e nambaawaa akaansiin amaayinaaniiniiniintaanaanaanaanaa itomaaraanaanaanaanaanaaniiraa Seller has no knowledge of lead-based paint and/or lead-based paint hazards in the housing. (b) Records and reports available to the seller (Check (i) or (ii) below): (i) LJ Seller has provided the purchaser with all available records and reports perfaining to leadbased paint and/or lead-based paint hazards in the housing (list documents below), maamada aanaan aanaan aanaan aanaan an aanaan arraan aan aan aan aan aan aan aan aan aan aan aan aan aan aan aan 0000 0000 0000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000 - - (ii) Seller has no reports or records pertaining to lead-based paint and/or lead-based paint Mazards in the housing. ## Purchaser's Acknowledgment (initial) Purchaser has received copies of all information listed above. > > Purchaser has received the pamphlet Protect Your Family from Lead in Your Home. - Purchaser has (check (i) or (ii) below): - (i) [ received a 10-day opportunity (or mutually agreed upon period) to conduct a risk assessment or inspection for the presence of lead-based paint and/or lead-based paint hazards; or (ii) 2. waived the opportunity to conduct a risk assessment or inspection for the presence of lead-- based paint and/or lead-based paint hazards. ## Agent's Acknowledgment (initial) (f) \_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_ of his/her responsibility to ensure compliance. ## Certification of Accuracy The following parties have reviewed the information above and certify, to the best of their knowledge, that the information they have provided is true and accurate. 61 11 11 11 | A = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = =
SELLER (Jen ester s'
14/11 - LLC m | BARATORA WANNA PERSONAL PER BARA BE LEA BE LEA BE LEA BE LEA BE LEA BE LE LE LE LE LE LE LE LE LE LE LE LE LE LE LE LE LE LE LE LE LE LE LE LE LE LE LE LE LE LE LE LE LE LE L
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DATE | SELLER
for 202119 | 1
DATE | |------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|----------------------|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------| | a marana a | Start on | PUACHASER | THE PENSELLE FOR FREE SET LIAN - A A A A C L L L L L L L L L L L L L L L L L L L L L L L L L L L L L L L L L L L L L L L L L L L L L L L L L L L L L L L L L L L L L L L L L L | | PURCHASER | OATE | | DATE | Agent ### Purchase Application Purchase Application 1322 FILED: NEW YORK New York February 26 Applicant's Name "Miles" Kwok Ho Wan (Genever Holdings LLC) (Name or Names must be entered above in manner that Stock Certificate and other Documents are to be drawn.) Applicant's Attorney Ira Gilbert, Esq. (igilbert@paulweiss.com)-relephone 2 12-373-3529 Altorney's Firm and Address Paul, Weiss, Rifkind, Wharton, & Garrison LLP 1285 Avenue of the Americas, New York, NY 10019-6064 Seller's Name Sherry 1800s, LLC Seller's Attorney Michael J. Jones, Esq. Selephone 203-661-6000 Attorney's Firm and Address 170 Mason Street, Greenwich, CT 06830 Closing Date and Time No later than 3/6/15 at 10am\_\_\_\_\_\_\_\_ Date of Possession\_No later than 3/6/15 The undersigned hereby offers to purchase \_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_ -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------capital stock of The Sherry-Netherland, Inc. and the accompanying proprietary lease for Apartment \_\_ 1801\* in the building located as 781 Fifth Avenue, New York, on the following terms and conditions. \* and Maid's room 1519 Purchase Price of Stock \$ 67,500,000 Month \$ 57,085.53 Deposit & Z,000,000\_\_\_\_\_\_\_\_ Special conditions, If any: Additional sum of \$2,500,000 is allocated to the personal property included in the unit Yes No Amount None Financing: . Bank ( Note: This proposal shall result in no legal abligation until a formal contract of purchase and sale la exercured by the parties concerned i The undersigned has filled out the information sheet below and understands that this information is essential In considering this application. It is further understood that this application, when signed by the undersigned, is to be subject to approval by the Seller or Authorized Representative and to the Terms and Conditions on the reverse side hereof. Broker Seller: John Burger, Brown Harris Stevens Signature of Purchase Applicant and Serena Boardman, Sotheby's Purchaser: Kathy Sloane, Brown Harris Signature of Purchase Applicant Stevens Information Regarding Applicant Home Address: 16A, South Bay Road, Hong Kong Telephone +852 2160 0888 Business Connection and Position - President and Owner (Securities and Real Estate Investments) Business Address: 49/F, Bank of China Tower, No.1 Names of all persons who will reside in the apartment and if children, state number and their approximate ages:(1) Kwok Ho Wa; Purchaser (2) Ngok Hing Chi; Wife of Purchaser (3) Guo Qiang; Son of Purchaser (4) Guo Mei; Daughter of Purchaser (5) Yaz Qinghua; \_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_ Sister of Purchaser's Wife Names of all clubs and society memberships, fraternities and honorary societies to which Names of an elubs and society memberships, tratentifies and nonorary society applicant belongs: Trump Golf Course, Palm Beach, FL Schools and colleges attended by husband, wife and childre Mr. and Mrs. Kwok received their education in China Guo Qiang (son.of Mr\_Kwok) attended Bard College \_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_ ## ETLED : NEW XQRK, COUNTY CHERK, 11/28/2012 12:28 PM Printer Of Online Timer No. 652017/01/10 11:00:2017/01/2018 प्रश्न | | | Does applicant wish to malntain pets, and if so please specify: _ NO | |-------------------------------------|--------------|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------| | | | References | | | Landlord: | | | | | Present Landlord or Agent Own a private residence | | | | Address 16A South Bay Road, Hong Kong Kong Kong | | | | Approximate Length of Occupancy_______________________________________________________________________________________________________________________________________________ | | | | Previous Landlord or Agent | | | | | | | | Address of previous residence and approximate length of eccupancy: ___________________________________________________________________________________________________________ | | | | | | | Financial: | | | | | | | | | | | | | A. (Bank- Personal Account) Steven Wong | | | | Address UBS AG 52/F Two International Finance Centre, 8 Finance Street, Central, Hong Kong | | ြဲ. | | (Business) Hank Lo, Partner - Stevenson, Wong & Co. | | | | Address Central Tower, 28 Queen's Road, Central, Hong Kong | | | | Stock Broker, C.P.A., Executor, if any | | | | Address_______________________________________________________________________________________________________________________________________________________________________ | | | | D. For information regarding source of income contact | | | | Action ress and and | | | | | | City City Control City Control City | Personal: | | | | | | | | | Name The Rt. Hon. Tony Blair
Address PO Box 60519, London W27JU UK | | | | | | | | NAMC
Address --------- | | | 3. Name Name | | | | | Audress ---- | | ﻣﻬﻤ | | NATIVE | Please give any additional information which may be pertinent or helpful: \_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_ Mr. and Mrs. Kwok are very impressed with The Sherry-Netherland and look forward to making The Sherry-Netherland the principle residence for their family Purchase Application ING SACIENZA (IK ŘIAND - | | New York _____________________________________________________________________________________________________________________________________________________________________ | | | |--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|---------------------------------|--| | Applicant's Name KWOK Ho Wan | | | | | (Name or Names must be entered above in manner that Stock Certificate and other Documents are to be drawn.) | | | | | Applicant's Attorney J. Gilbert Ex2. Telephone(212) 373-352
Atlorney'spliim and Address Port, Riffind, Nifting, Nikartan & Garrisan Ul | | | | | 1>85 Avenue of the Americas, New Your, N.Y. 10019 | | | | | Seller's Name ________________________________________________________________________________________________________________________________________________________________ | | | | | Seller's Attorney | | | | | Attorney's Firm and Address___________________________________________________________________________________________________________________________________________________ | | | | | Closing Date and Time_________________________________________________________________________________________________________________________________________________________ | | | | | The undersigned hereby offers to purchase ____________________________________________________________________________________________________________________________________ | | | | | capital stock of The Sherry-Netherland, Inc. and the accompanying proprietary lease for
Apartment ____________________________________________________________________________________________________________________________________________________________________ | | | | | the following terms and conditions. | | | | | Purchase Price of Stock \$_____________________________________________________________________________________________________________________________________________________
Month \$ ______________________________________________________________________________________________________________________________________________________________________ | | | | | Deposit \$ to 000 Special conditions, if any: _________________________________________________________________________________________________________________________________ | | | | | | | | | | Financing: Yes No No Amount___________________________________________________________________________________________________________________________________________________
( Note: This proposal shall result in no legal obligation until a formal contract of purchase and sale is executed by the
parties concerned.) | | | | | | | | | | The undersigned has filled out the information sheet below and understands that this
intormation is essential in considering this application. It is further understood that this | | | | | application, when signed by the undersigned, is to be subject to approval by the Seller or
Authorized Representative and to the Terms and Conditions on the researchie hereof. | | | | | | | | | | Broker | | Signature of Purchase Applicant | | | | | | | | | | Signature of Purchase Applicant | | | Information Regarding Applicant | | | | | Home Address: 16A, South, Bay Rood, Hong Kome, Telephone +822 | | | | | Business Connection and Position: | | | | | Business Address: 471 Bank of China Trongs, No. 1 Gardege Contact, Albon, | | | | | Names of all persons who will resident (e) NGC (fr); ) approximalized (if (closed (if the market in the mines and their (3) GMO (biologi = (4) (GUL) Mei Che) (5) (VE ) (yee = | | | | | | | | | | Names of all clubs and society memberships, fraternities and honorary societies to which | | | | | applicant belongs: Mar -ce-large ( lub, the Trump Gistf loupse: | | | | | | | | | | Schools and colleges attended by husband, wife and children:__________________________________________________________________________________________________________________ | | | | | | | | | | | | | | # Personal Letter of Reference 104 406-5 05/20/22 05/20/22 12:13:10 26 32 441-5 05/25/22 05/26/22 15:59:53 From The Rt Hon Tony Blair February 2015 Ladies and Gentlemen *9f* the Board of The Sherry Netherland, It is my great pleasure that I am writing you this letter of reference for Miles Kwok as a potential owner in your building. I have known Miles for seven years and have only the highest respect for him in business and as a friend. I have worked closely with Miles over the years and have always admired his honesty and loyalty. Miles is dependable, sincere and extremely responsible as an individual; conducting himself with dignity and intelligence. Miles is honest, forthright and has impeccable taste. I would highly recommend him to your building as I know that Miles would be a wonderful addition as your neighbour at The Sherry Netherland. Miles is a very accomplished man and, in my opinion, would be a most valuable asset to The Sherry Netherland. PO Box 60619 London W27JU ## Business Letter of Reference | FILED: NEW YORK COUNTY CLERK 11/28/2018 12:22 PM | | | | | | INDEX NO. 652077/2017 | |------------------------------------------------------------------------------------------------------------------------|---------------------|-----------------------------|----------------------------------------|--------------------------------------------------------------------------------------------------------------------------------------------------------------|-------------------------------------------------|-----------------------| | NYSCEF DOC. NO. 256 | Case 22-50073 | Doc 183-2
406-5
441-5 | Filed 04/06/22
05/20/22
05/25/22 | Entered 04/06/22 17:07:45
05/20/22 12:13:10
05/26/22 15:59:53 | Page 87 of
28
RECEIVED NYSCEF: 11/28/2018 | | | | Stevenson Wong &Co. | | 104
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Sher!ynn G. Chan | | | | | 17 February 2015 | | | Notary Public of Hong K0ng
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~~~-lf}, | | | Board of Directors of The Sherry-Netherland The Sherry-Netherland 781 Fifth Avenue New York, NY 10022 Dear Board members of The Sherr/ Netherland, I am writing this letter of recommendation rn support of the application of Mr. Kwok Ho Wan (also known as Miles Kwok) to become a resident shareholder of your cooperative. I first met Miles when he engaged my /aw firm in one of his business transactions about seven years ago. I was and am a partner of my firm. We have since established a long-standing relationship. Over the years, my firm has acted for Miles in various business transactions in different areas, including project financing, fund-raising, corporate mergers and acquisitions and acquisition of aircrafts, leisure boats and properties in Hong Kong, China and different parts of the world. Miles is a successful businessman and a polite, dependable and responsible individual who conducts himself with dignity and intelligence. Putting aside our work relations, Miles has also been a good friend of mine. Personally, I know Miles to be delightful, considerate and respectful. I trust that his personal qualities will definitely make him a good neighbor and responsible steward of your building. In my opinion, Miles will be a valued addition to your building. If you wish to contact me personally, please feel free to call me at +852 2533 2552, q **[ Hank** Lo Partner STEVENSON, WONG & CO. *t1!~~,* Tt.~!: i 852 2526 6.J 11 **·WJ,i** fax, ~e52 2845 0638 **l!lt(l** [m,,i/ info(\llsv,;-hk.com *\NWW.* S\V~hk.corr, g™ 1N .. dfJ it B *i&, W* itr\_;, t,U·ti ri;ii \* ;;,tt; i **i.HH** *i-1,:Jf* % *it'.* a~ Hong Kong Cuangzhou 5h;:,ngha. -~anjing Shenz~ien Suzhou !n!erl.:i-v 19/l.1 18 February 2015 **BY POST** Board of Directors of The Sherry-Netherland The Sherry-Netherland 781 Fifth Avenue New York, NY 10022 Dear Ladies and Gentlemen of the Board of The Sherry Netherland, It is a great pleasure for me to recommend Kwok Ho Wan, also known as Miles Kwok, to be a shareholder in The Sherry-Netherland, Inc. and~ resident in your building. I am a managing director of the Wealth Management and Swiss Bank Department at UBS AG and attach my name card for your kind reference. I *have* known Miles for about five years since he first began working with UBS AG. Miles has since been working with us in the areas of securities investment and also in financing his various projects in areas such as aircraft acquisitions. Miles has been a successful and accomplished entrepreneur who has developed and managed a number of companies, both domestically and internationally. Over the years, Miles has earned his credibility in our bank. He is very reliable and always fulfills his repayment obligations. For this reason, our bank is happy to have him as our long-term client. From a personal standpoint, Miles is a sincere and modest gentleman with a warm heart. He is financially sound but very humble. He is also one of the most intelligent, genuine and respectful people I have ever known. Based on my long standing relationship with Miles, I do recommend Miles to be a shareholder in your cooperative and a resident in your building. I am sure your community will be pleased to have him and his family join you at The Sherry. If you have any questions, please do not hesitate to contact me at stephen-kc. wong@ubs.com. Yours faithfully, ## Financial Letter of Reference .UDu 104 441-5 05/25/22 05/26/22 15:59:53 Hong Kong Branch 52/F Two International Finance Centre 8 Finance Street, Central, Hong Kong Tel. +852-2971 8888 Fax +852-2971 8001 406-5 05/20/22 05/20/22 12:13:10 31 32 Feb. 23, 2015 Board of Directors of the Sherry-Netherland The Sherry-Netherland 781 Fifth Avenue New York, NY 10022 Dear Sirs, ## **Bank Reference - [Application for Real Estate Investments]** We have been asked to provide a reference letter in connection with Application for Real Estate Investments. We confirm that: ## **Kwok Ho Wan** [client's ID: P746467(7)J has been a client of ours through a personal investment company since July 2012 and during this time Mr. Kwok Ho Wan has had a satisfactory banking relationship with us. As at 18 Feb, 2015, the funds involved in thts banking relationship is not less than USD400, 000,000. The above information is based on our experience of this banking relationship as at current date and is given in confidence for your private use only, without any responsibility on the part of UBS AG or its employees. This letter may only be used in the business context outlined at the beginning of this letter and does not constitute a guarantee or any other obligation on the part of UBS AG. In particular, we are under no obligation to inform you of any subsequent change of circumstances in this banking relationship. Yours faithfuliy, For and on behalf of UBS AG Hong Kong Branch ~})/ rom4 Che6ng Managing1Director Stephen ong Managing Director ![](_page_31_Figure_0.jpeg)