New York Codes, Rules and Regulations › Title 13 - DEPARTMENT OF LAW › Chapter II - SECURITIES TRANSACTIONS AND PERSONNEL › Subchapter B - REAL ESTATE SYNDICATES › Part 24 - TIMESHARE OFFERING PLANS › Section 24.4 - 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 by the attorney who prepared the offering plan, and
					 containing the following unqualified statements, must be submitted with the
					 plan and exhibits (1) at the time the plan is first submitted for filing, and
					 (2) immediately prior to its acceptance for filing:
"I/We am/are the attorney(s) who prepared the offering plan
					 for the captioned timesharing plan.
I/We affirm as follows:
Enclosed for filing pursuant to 13 NYCRR Part 24, Timeshare
					 Offering Plans, are 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 and the regulations promulgated by the
					 Department of Law in Part 24.
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 Part 24 of the regulations promulgated by
					 the Department of Law, nor do I/we have actual knowledge of any material fact
					 omitted or any untrue statement of a material fact included in the offering
					 plan."
(b)
Certification by sponsor.
Include in part II of the plan and in the exhibits a
					 certification, subscribed and sworn to by the sponsor and sponsor's principals
					 in their capacity as principals, in the following form:
"We are the sponsor and the principals of sponsor of the
					 offering plan for the captioned timesharing plan.
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 Department of Law in Part 24, 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:
(1) set forth the detailed terms of the
				  transaction and be complete, current and accurate;
(2) afford potential investors, purchasers
				  and participants an adequate basis upon which to found their
				  judgment;
(3) not omit any material
				  fact;
(4) not contain any untrue
				  statement of a material fact;
(5)
				  not contain any fraud, deception, concealment, suppression, false pretense, or
				  fictitious or pretended purchase or sale;
(6) not contain any promise or representation
				  as to the future which is beyond reasonable expectation or unwarranted by
				  existing circumstances;
(7) not
				  contain any representation or statement which is false, where I/we:
(7) (i) knew the truth;
(7) (ii) with reasonable effort could have
				  known the truth;
(7) (iii) made no
				  reasonable effort to ascertain the truth; or
(7) (iv) did not have knowledge concerning
				  the representation or statement 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."