"Purchase Agreement Template - Air Rights" - New York

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PURCHASE AGREEMENT: AIR RIGHTS
AGREEMENT made this ____ day of _______________ , 20___, between
____________________________ (“____________”), a New York _________________ and
____________________________ (“______________”), a New York ____________________,
each having an office c/o _____________________ New York, New York (________________
and _____________________ are sometimes hereinafter referred to collectively as “Seller” and
_________________________, a New York ________________________ having an office c/o
________________________________, New York, New York (hereinafter referred to as
“Developer”).
STATEMENT OF FACTS
________________________ is the owner in fee of the land and building and improvements
thereon known and numbered as _________________________________,
New York
and ___________________________ is the owner in fee of the land and buildings and
improvements thereon known and numbered as ___________________________ Street, Exhibit
A annexed hereto (herein referred to collectively as “Seller’s Premises”).
Developer is the owner in fee of the land and buildings and improvements thereon known and
numbered as ________________________________________________________, New York,
as such premises are more particularly described in Schedule B of Exhibit A annexed hereto
(hereinafter referred to as “Developer’s Premises”), which Developers Premises are adjacent to
Seller’s Premises.
Developer desires to acquire and utilize on Developer’s Premises all such rights as now or as
may hereafter exist to Seller’s unused excess floor area and development rights (hereinafter
referred to as the “Seller’s Excess Zoning Rights”) attributable to Seller’s Premises.
Seller shall join with Developer in executing and recording a Declaration of Restrictions
(“Declaration”) that the Developer’s Premises and the Seller’s Premises shall hereafter constitute
one (1) zoning lot for the purposes of Section 12-10 of the Zoning Resolution of the City of New
York, effective December 15, 1961, as heretofore amended August 18, 1977, or as the same may
have been or may be hereafter amended (the “Zoning Resolution”). The Declaration shall be
substantially in the form of Exhibit A, annexed, subject to and upon the terms and conditions set
forth in a certain agreement (hereinafter referred to as the “Zoning Lot and Development
Agreement”) to be executed by Seller and Developer. The Zoning Lot and Development
Agreement shall be substantially in the form of Exhibit B annexed. The Declaration and Zoning
Lot and Development Agreement shall be recorded after the closing hereunder.
IT IS THEREFORE AGREED:
1. A. At the “Closing” (as hereinafter defined) hereunder Seller and Developer shall execute (a)
the Declaration, pursuant to which Seller’s Premises and Developer’s Premises are to be treated
as one (1) zoning lot for the purposes of and in accordance with the provisions of Section 12-10
PURCHASE AGREEMENT: AIR RIGHTS
AGREEMENT made this ____ day of _______________ , 20___, between
____________________________ (“____________”), a New York _________________ and
____________________________ (“______________”), a New York ____________________,
each having an office c/o _____________________ New York, New York (________________
and _____________________ are sometimes hereinafter referred to collectively as “Seller” and
_________________________, a New York ________________________ having an office c/o
________________________________, New York, New York (hereinafter referred to as
“Developer”).
STATEMENT OF FACTS
________________________ is the owner in fee of the land and building and improvements
thereon known and numbered as _________________________________,
New York
and ___________________________ is the owner in fee of the land and buildings and
improvements thereon known and numbered as ___________________________ Street, Exhibit
A annexed hereto (herein referred to collectively as “Seller’s Premises”).
Developer is the owner in fee of the land and buildings and improvements thereon known and
numbered as ________________________________________________________, New York,
as such premises are more particularly described in Schedule B of Exhibit A annexed hereto
(hereinafter referred to as “Developer’s Premises”), which Developers Premises are adjacent to
Seller’s Premises.
Developer desires to acquire and utilize on Developer’s Premises all such rights as now or as
may hereafter exist to Seller’s unused excess floor area and development rights (hereinafter
referred to as the “Seller’s Excess Zoning Rights”) attributable to Seller’s Premises.
Seller shall join with Developer in executing and recording a Declaration of Restrictions
(“Declaration”) that the Developer’s Premises and the Seller’s Premises shall hereafter constitute
one (1) zoning lot for the purposes of Section 12-10 of the Zoning Resolution of the City of New
York, effective December 15, 1961, as heretofore amended August 18, 1977, or as the same may
have been or may be hereafter amended (the “Zoning Resolution”). The Declaration shall be
substantially in the form of Exhibit A, annexed, subject to and upon the terms and conditions set
forth in a certain agreement (hereinafter referred to as the “Zoning Lot and Development
Agreement”) to be executed by Seller and Developer. The Zoning Lot and Development
Agreement shall be substantially in the form of Exhibit B annexed. The Declaration and Zoning
Lot and Development Agreement shall be recorded after the closing hereunder.
IT IS THEREFORE AGREED:
1. A. At the “Closing” (as hereinafter defined) hereunder Seller and Developer shall execute (a)
the Declaration, pursuant to which Seller’s Premises and Developer’s Premises are to be treated
as one (1) zoning lot for the purposes of and in accordance with the provisions of Section 12-10
of the Zoning Resolution, and (b) the Zoning Lot and Development Agreement, pursuant to
which the Seller shall transfer to the Developer Seller’s Excess Zoning Rights.
B. The Declaration and zoning Lot and Development Agreement shall, respectively, be in the
form on the terms of respectively, Exhibits A and B hereto; provided that, the parties agree that
they will consent to such technical changes in such instruments as shall be necessary so that they
will have the effect of causing the Seller’s Premises and the Developer’s Premises to be treated
as one zoning lot for the purposes and in accordance with the provisions of Section 12-10 of the
Zoning Resolution, provided further that any such technical changes shall not create any
additional benefits or liabilities than those contained in Exhibits A and B annexed hereto. The
parties further agree, at the option of either Seller or Developer, to describe the uppermost height
restriction relating to the existing buildings or any new construction in lieu thereof on Seller’s
Premises that is provided in paragraph 1(a) of the Zoning Lot and Development Agreement, by
reference to a survey mutually acceptable to Seller and Developer. The obligations of the parties
pursuant to this subparagraph B shall survive the Closing.
C. On or before the Closing, Seller shall deliver to Developer waivers, executed by all “parties in
interest” (as said term is defined in Section 12-10 of the Zoning Resolution) or shall cause any
such parties in interest to execute the Declaration in recordable form, so that the Developer’s title
insurance company, if any, is in a position at the Closing to issue the certification of the
Buildings Department that is referred to in Section 12-10 of the Zoning resolution with respect to
the Declaration. In the event that Seller is unable to procure a waiver from each such party in
interest in Seller’s Premises, then Developer may terminate this Agreement upon notice to Seller
within five (5) days after Seller shall inform Developer that Seller is unable to procure such
waiver. Developer’s right of cancellation shall be its sole and exclusive remedy in the event
Seller fails to deliver such waiver(s). If Developer fails to terminate this Agreement as herein
provided, this Agreement shall remain in full force and effect without abatement and Developer
shall be deemed to have waived the requirement for such waiver(s).
D. Seller shall be responsible for payment of such transfer tax (including, without limitation,
New York City and New York State Real Property Transfer Taxes (collectively, “Transfer
Taxes”), if any, that may be imposed by any governmental authority in connection with the
execution and/or filing of the Declaration and the Zoning Lot and Development Agreement, or in
connection with the rights granted to Developer by Seller pursuant to this agreement and the
Declaration and the Zoning Lot and Development Agreement, no matter how such rights are
characterized. Developer agrees to timely execute and deliver to Seller all documents reasonably
required in order for Seller to comply with all applicable laws relating to the Transfer Taxes and
cause the recordation of the Declaration and Zoning Lot Development Agreement.
2. In consideration of the transfer to Developer by Seller of the Seller’s Excess Zoning Rights in
accordance with the Above described Declaration and the Zoning Lot and Development
Agreement, Developer agrees to pay to Seller, at the Closing, the amount of $ ______________
(hereinafter referred to as the “Purchase Price”) by Developer’s good check, directly to the order
of Seller at the Closing, and the execution and delivery by Seller of the Declaration and the
Zoning Lot and Development Agreement.
3. The parties warrant and represent to each other that they have dealt with no broker or finder in
connection with this transaction and each party agrees to indemnify and hold the other harmless
from and against any claims and actions made by any broker or finder with respect to this
transaction.
4. If for any reason Seller is unable to transfer to developer Seller’s Excess Zoning Rights in
accordance with the terms of this Agreement or otherwise comply with the terms of this
Agreement, the sole obligation of Seller shall be to reimburse Developer for the expense actually
incurred by Developer for title examination of the Seller’s Premises, in no event to exceed the
net amount that would be charged by a title company in the City of New York for title
examination of the Seller’s Premises without issuance of policy, and upon the making of such
reimbursement, this Agreement shall be null and void and neither party shall have any further
rights against the other.
5. A. The closing of the transactions contemplated in this Agreement (the “Closing”) shall be
held at ________________________ at the offices of ________ ____________________ on
___________________, 20___.
B. At the Closing Seller shall transfer Seller’s Excess Zoning Rights to Developer, in accordance
with the provisions of this Agreement, free of any lien, claim or encumbrance.
6. This Agreement may not be assigned by Developer unless a copy of the assignment, together
with an agreement of the assignee assuming all of the terms and conditions of this Agreement to
be performed by Developer, is deposited with the attorneys for Seller not less than five (5) days
before the Closing, and in any event, no such assignment shall relieve Developer from
Developer’s obligations under this Agreement unless and until the assignee has performed all the
terms and conditions hereof. Developer shall be solely liable for and shall pay all Transfer Taxes
resulting from any such assignment of this Agreement by Developer. No such assignment of this
Agreement by Developer shall delay the Closing.
7. This Agreement shall be binding upon and shall inure to the benefit of the parties hereto and
their respective successors and assigns.
8. All notices of any kind hereunder shall be sent registered or certified mail, return receipt
requested, to the parties at the respective addresses as first above set forth.
IN WITNESS WHEREOF, the parties hereto have duly executed this Agreement the date and
year first above written.
______________________________
______________________________
______________________________
State of ________________}
County of ______________}ss:
On the ______ day of ______________, 20___, before me the undersigned, personally
appeared _____________________________, personally known to me or proved to me on the
basis of satisfactory evidence to be the individual(s) whose name(s) is (are) subscribed to the
within instrument and acknowledged to me that he/she/they executed the same in his/her/their
capacity(ies), and the by his/her/their signature(s) on the instrument, the individual(s) or the
person upon behalf of which the individual(s) acted, executed the instrument.
___________________________ Notary Public
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