New York Codes, Rules and Regulations › Title 13 - DEPARTMENT OF LAW › Chapter II - SECURITIES TRANSACTIONS AND PERSONNEL › Subchapter B - REAL ESTATE SYNDICATES › Part 25 - NEWLY CONSTRUCTED OR VACANT SENIOR RESIDENTIAL COMMUNITIES › Section 25.4 - Transmittal letter and certifications

Current through Register Vol. 46, No. 28, July 10, 2024
(a)
Transmittal letter.
A transmittal letter addressed to the Office of the
					 Attorney General that is signed and affirmed by the individual attorney who
					 prepared the offering plan, or by the
pro se
preparer, and
					 containing the following unqualified statements must be submitted with the plan
					 and exhibits (i) at the time the plan is submitted for filing, and (ii)
					 immediately prior to its acceptance for filing:
"I am the attorney (person) who prepared the senior
					 residence offering plan for the captioned property. I affirm as follows:
Enclosed for filing pursuant to Part 25, Senior Residential
					 Communities are copies of the offering plan together with the Exhibits.
I am fully familiar with the provisions of Article 23-A of
					 the General Business Law and the regulations promulgated by the Office of the
					 Attorney General in Part 25.
I prepared the attached offering plan and Exhibits based on
					 information from the sponsor. I have read all the printed copy submitted to the
					 Office of the Attorney General 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 by sponsor.
I have no actual knowledge of any violation of Article 23-A
					 of the General Business Law or Part 25 of the regulations promulgated by the
					 Office of the Attorney General, nor do I have actual knowledge of any material
					 fact omitted or any untrue statement of any 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
					 senior residence 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 Office of
					 the Attorney General in Part 25 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 residents 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 pretense or false promise or
				  unconscionable contractual provisions;
(vi) not contain any promise or
				  representation as to the future which is beyond reasonable expectation or
				  unwarranted by existing circumstances;
(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 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."