by the Corporation, and promptly submit to the Corporation such further references, data, and
documents as reasonably requested. Contract at ¶6.2.
The date scheduled for the closing on the sale of the Apartment (the "Closing"), upon which
the transfer of ownership of the shares and the lease was to occur, was September 1, 2009 (the
"Scheduled Closing Date").[FN1] However, the Contract provides that if the
Corporation has not approved the sale of the Apartment to the Colacinos on or before the
Scheduled Closing Date, then the Closing shall be adjourned "for 30 business days for the
purpose of obtaining such consent. If such consent is not given by such adjourned date [(the
"Adjourned Closing Date")], either Party may cancel this Contract by Notice of Cancellation,
provided the Corporation's consent is not issued before such Notice of Cancellation is given."
Contract at ¶6.3. The parties do not dispute that under this provision that either party may
cancel the Contract if the Corporation's consent is not obtained by October 15, 2009, which is 30
business days after September 1, 2009. The Contract also provides that "if the consent is refused,
or not given, due to the Purchaser's bad faith conduct, Purchaser shall be in default." Contract at
¶6.4.
The Sellers' Rider provides that, "[t]his sale and [the Colacinos'] obligations under [the
Agreement] are expressly not subject to the sale of the [Colacinos'] current residence or any other
real property or cooperative owned by [the Colacinos]." Sellers' Rider, ¶20.
The Sellers and the Colacinos agree that at the time they negotiated the Agreement,
the Colacinos insisted on an early Closing. Mr. Colacino states that it was important for him to