New York Codes, Rules and Regulations › Title 13 - DEPARTMENT OF LAW › Chapter II - SECURITIES TRANSACTIONS AND PERSONNEL › Subchapter B - REAL ESTATE SYNDICATES › Part 21 - NEWLY CONSTRUCTED AND VACANT COOPERATIVES › Section 21.4 - Transmittal letter and certifications

Current through Register Vol. 46, No. 28, July 10, 2024
(a)
Transmittal letter.
A transmittal letter addressed to the Department of Law
					 that is signed and affirmed under penalty of perjury by the attorney who
					 prepared the offering plan and containing the following unqualified statements
					 must be submitted with the plan and exhibits:
I/We am/are the attorney(s) who prepared the cooperative
					 offering plan for the captioned property.
Enclosed for filing pursuant to Part 21, Newly Constructed
					 and Vacant Cooperatives, are three copies of the offering plan together with
					 the exhibits.
I/We am/are fully familiar with the provisions of article
					 23-A of the General Business Law, the regulations promulgated by the Attorney
					 General in Part 21 and such other laws and regulations as may be applicable to
					 the offering.
I/We prepared the attached offering plan and exhibits based
					 on information from the sponsor. I/We have read all the printed copy submitted
					 to the Department of Law but expressly disclaim any responsibility to have made
					 an independent inspection of the building(s) or property or investigation of
					 the information furnished to me/us by sponsor.
I/We have no actual knowledge of a violation of article
					 23-A of the General Business Law or of Part 21 promulgated by the Department of
					 Law, nor do I/we know of any material fact omitted or any untrue statement of a
					 material fact included in the offering plan.
(b) Include in the plan and in the exhibits a
				  certification subscribed and sworn to by the sponsor and sponsor's principals,
				  in the following form:
We are the sponsor and the principals of sponsor of the
					 cooperative offering plan for the captioned property.
We understand that we have primary responsibility for
					 compliance with the provisions of article 23-A of the General Business Law, the
					 regulations promulgated by the Attorney General in Part 21 and such other laws
					 and regulations as may be applicable.
We have read the entire offering plan. We have investigated
					 the facts set forth in the offering plan and the underlying facts. We have
					 exercised due diligence to form a basis for this certification.
We jointly and severally certify that the offering plan
					 does, and that documents submitted hereafter by us which amend or supplement
					 the offering plan will:
(i) set forth
				  the detailed terms of the transaction and be complete, current and
				  accurate;
(ii) afford potential
				  investors, purchasers and participants an adequate basis upon which to found
				  their judgment;
(iii) not omit any
				  material fact;
(iv) not contain any
				  untrue statement of a material fact;
(v) not contain any fraud, deception,
				  concealment, suppression, false pretence or fictitious or pretended purchase or
				  sale;
(vi) not contain any promise
				  or representation as to the future which is beyond reasonable expectation or
				  unwarranted by existing circumstances; and
(vii) not contain any representation or
				  statement which is false, where I/we:
(a)
				  knew the truth;
(b) with reasonable
				  effort could have known the truth;
(c) made no reasonable effort to ascertain
				  the truth; or
(d) did not have
				  knowledge concerning the representations or statements made.
This certification is made under penalty of perjury for the
					 benefit of all persons to whom this offer is made. We understand that
					 violations are subject to the civil and criminal penalties of the General
					 Business Law and Penal Law.