sidewalk, and to lay a curb of concrete along the edge of the sidewalk.

12. If the completed survey shall show buildings, railroad tracks, or any other structure upon the premises above described, at any time before the time set forth for the delivery of the deed, then, and in that event, the First Party shall have the right to remove said buildings, railroad tracks, or other structure, before delivering said deed, or, at its option, to return to the Second Party the purchase price.

IN WITNESS WHEREOF, the First Party has signed this instrument, by its President, thereunto duly authorized, and has caused its corporate seal to be hereunto affixed, attested by its Secretary, and the Second Party has hereunto set its hand and seal, the day and year first above written.

(Seal) Attest:

John Brown,

Doe Land Co., Inc.,

By John Doe,
President.

Secretary.

Richard Roe (L.S.).

No. 398.

Agreement to sell block of real estate, conditioned upon vendor receiving deed from referee in foreclosure action.5

AGREEMENT, made January 5, 1923, between Doe Life Insurance Co., a corporation, duly organized under the laws of the State of New York, and having its principal office at No. 111⁄2 Broadway, Borough of Manhattan, New York City (herein called the "First Party"), and Richard Roe, residing at No. 371⁄2 Broadway, Borough of Manhattan, New York City (herein called the "Second Party"),

WHEREIN IT IS MUTUALLY AGREED, AS FOLLOWS:

1. That the First Party, in consideration of the sum of two million ($2,000,000) dollars to be paid as hereinafter mentioned, hereby agrees to sell unto the Second Party, all that certain tract, or parcel, of land and premises, situate, lying and being in the County of New York, City of New York, State of New York, being

5

Adapted from Roberts v. N. Y. Life Ins. Co. (1921), 195 App. Div. 97, 186 N. Y. Supp 423.

the property known as "Doe Square Garden," and being the block bounded on the east by Koe Avenue, and on the west by Roe Avenue, on the south by 2612th Street, and on the north by 271⁄2th Street, in the Borough of Manhattan, New York City, together with the appurtenances, and all the estate and rights of the First Party in and to said premises.

2. (a) This sale is conditioned upon the First Party receiving a deed of said property from Henry Koe, referee, or his successor, in the foreclosure suit of Doe Life Insurance Co. vs. John Jones; the Doe Life Insurance Co. having purchased said property, at the referee's sale, which occurred on December 8, 1922.

(b) The mortgagor shall have the privilege of obtaining a release from said mortgage on either, or both, the Koe Avenue or Roe Avenue fronts, one hundred (100) feet in depth, upon the payment of seven hundred and fifty thousand ($750,000) dollars for each front.

3. The Second Party hereby agrees to purchase the said premises, for the consideration of two million ($2,000,000) dollars, and to pay the same, as follows:

(a) One hundred thousand ($100,000) dollars thereof in cash, at the time of the sealing and delivery of this agreement, the receipt whereof is hereby acknowledged;

(b) Three hundred thousand ($300,000) dollars thereof in cash, at the time and place of the delivery of the deed of the said premises by the First Party, as hereinafter set forth;

(c) The balance of one million, six hundred thousand ($1,600,000) dollars, by duly executing, acknowledging and delivering, at the time and place of delivery of said deed, the bond and mortgage of said Second Party, to secure the payment on January 1, 1928, of said sum of one million, six hundred thousand ($1,600,000) dollars.

4. The said bond and mortgage shall bear interest, at the rate of five and one-half (52%) per cent per annum, payable semiannually on the first days of June and December in each year; and shall be of the form in which the First Party requires its bonds. and mortgages to be drawn, and shall contain the same special clauses and covenants as to payment of interest, taxes and insurance, and the appointment of a receiver of the mortgaged premises, which the said bonds and mortgages of the First Party contain.

5. The said bond and mortgage shall be drawn by the counsel of

the First Party; and the Second Party shall pay for drawing and acknowledging said bond and mortgage and for recording said mortgage.

6. The First Party, upon receiving such payment, at. the time and in the manner above mentioned, shall, at its own proper cost and expense, execute, acknowledge, and deliver, or cause to be executed, acknowledged and delivered, to the said Second Party, or his assigns, a proper deed, with covenants only against the grantor's acts, for the conveying to said Second Party, or assigns, the fee simple of the said premises, free from all encumbrances, except taxes, assessments and water rates, which may be payable after the date hereof, and subject to the attached schedule of bookings and leases now on said premises, and subject to the taxes of 1923; and such deed shall be delivered on March 1, 1923, at 12.00 м. at the office of John Smith, No. 572 Broadway, Borough of Manhattan, New York City.

7. It is expressly understood and agreed that, unless the First Party shall receive the deed from said referee aforesaid, and shall be able to execute and deliver the deed for said premises, at the time above mentioned, then this contract shall be void, at the option of the Second Party, and the payment of one hundred thousand⚫ ($100,000) dollars, with bank interest, made to it, shall be returned to the Second Party. But, if the First Party shall receive a deed from the referee of said property, then this contract shall be deemed to be binding in all respects.

8. It is expressly understood and agreed that, unless title shall be taken at said time and place, or unless said time of closing shall be duly extended, then this contract, at the option of the First Party, shall become void, and the said payment of one hundred thousand ($100,000) dollars, made to it shall be retained by it as liquidated damages.

9. In case any valid defect to the title shall be found, and the same shall be rejected therefor by the Second Party, then this contract shall become void, and the said sum of one hundred thousand ($100,000) dollars shall be returned, with interest.

10. It is further understood and agreed that the stipulations aforesaid shall apply to, and bind, the successors and assigns of the First Party, and the heirs, executors, administrators and assigns of the Second Party, respectively.

IN WITNESS WHEREOF, the First Party has signed this instrument

by its President, thereunto duly authorized, and has caused its corporate seal to be hereunto affixed, attested by its Secretary, and the Second Party has hereunto set his hand and seal, the day and year first above written.

Clause providing for effect of fire."

Any loss, or damage, by fire to the building upon the parcel of land above described, prior to the delivery of the deed hereunder, shall not be deemed an objection to the title thereto; but the Vendor agrees to continue in force, at his own cost and expense, the present fire insurance policies thereon; and, in case of any loss, or damage, by fire, prior to the delivery of the deed hereunder, the Vendor shall, upon the delivery of the deed and the payment by the Vendee of the purchase price of said premises as above mentioned, either pay over to the Vendee the amount recovered under any and all such policies of fire insurance, or, if adjustment of the loss thereunder shall not have been made, the Vendor shall assign to the Vendee all of such policies of fire insurance and all of the Vendor's rights and claims thereunder.

No. 400.

Clause providing that premises sold are to be vacant.'

The above described premises shall be vacant, at the time of the delivery of the deed.

Adapted from Anderson v. Steinway & Sons (1917), 221 N. Y. 639, 11′′ N. E. 575. ('f. McCool v. Jacobus (1867), 7 Robt. (N. Y.), 115.

No. 401.

Covenant by vendee to pay for coal in premises to be purchased, and designating firm to appraise the quantity thereof."

The Purchaser will, at the closing of title,. pay to the Seller the sum of nine ($9) dollars per ton for all coal, which may be on the said premises upon the day of closing of title, and the quantity then therein shall be determined by an appraisement, which shall be made by Koe & Son.

No. 402.

Clause requiring vendor to convey title free from all except certain incumbrances."

The property shall be conveyed by bargain, or sale deed, with good title in fee simple, free from all incumbrances, except party wall rights of an adjoining owner, where such walls exist, and except as set forth below.

No. 403.

Clause requiring vendor to pay taxes, etc., which become a lien, prior to delivery of deed."

10

All taxes, assessments and water rents which, at the time of sale, are liens upon the property, will be allowed out of the purchase money, provided the Purchaser shall, previous to the delivery of the deed, produce proof of such liens and duplicate receipts for the payment thereof; and the existence of any unpaid tax, or assessment, shall not be deemed an objection to the title, provided the amount thereof shall be so allowed.

8 Adapted from Freeman v. Ralph Realty Co. (1921), 198 App. Div. 788, 191 N. Y. Supp. 72.

Adapted from Ivanhoe v. City Real Estate Co.

N. Y. Supp. 81.

10 Adapted from Ivanhoe v. City Real Estate Co. N. Y. Supp. 81.

(1922), 118 Misc. 556, 194

(1922), 118 Misc. 556, 194