PA STCG Partnership/Limited Liability Company Owner’s or Mortgagor’s Affidavit and Indemnity

PARTNERSHIP/LIMITED LIABILITY COMPANY
OWNER’S OR MORTGAGOR’S AFFIDAVIT AND INDEMNITY

Title No.

Date:

PREMISES:

STATE OF ____________________________

COUNTY OF __________________________

AND NOW, This day of 20__ , before the undersigned officer, personally appeared ___________________________________________________________________("Deponent") partner(s)/member of _________________, a ____________________________________, and who, on behalf of itself (selves) and the partnership/limited liability company, being duly sworn according to law, and intending to be legally bound, depose(s) and say(s), that the partnership/limited liability company was the equitable owner of the above premises and:

That no alterations, additions or repairs, have been made to said premises within the past six months immediately preceding the date of this settlement which have not or is not being paid at closing.

That no notices have been served by any government authority for the removal or abating of nuisances, or for the repairing of walls, driveways, curbs or footway paving, or for the relaying, repaving or repairing of the curb, footway paving, streets, alleys and driveways, on which said premises abut. That no sidewalks have been laid, nor has any curbing, street paving, sewer, water pipe or any other municipal work been done or ordered to be done for which municipal claims could be filed against the said premises.

That there are no openings in any party walls.

That the entire improvements, including fences, hedges and monuments, are erected within or on the title lines of the premises and no part thereof encroaches upon lands of adjoining owners and there are no encroachments upon said premises by the owners of adjoining lands.

That there has been no violation of any restrictions affecting the premises and there are no disputes with any adjoining property owners as to the location of property lines or the encroachment of any improvements.

That there are no unrecorded leases or agreements affecting the premises in question, other than an Agreement of Sale between the parties to this transaction.

That all taxes, water and sewer or other municipal charges assessed against the said premises, which are due and payable, have been paid.

That the present transaction is not made for the purpose of hindering, delaying or defrauding any creditors and does not come within the provisions of the Bankruptcy or Insolvency Acts (or any amendments thereof).

That no fixtures, material or equipment have been placed on the premises during the partnership's ownership which have not been paid for in full.

Deponent (s) do further aver(s) that they have not received any notice of any interim tax assessments nor bills for same.

That the partnership/limited liability company has not filed an election under Chapter 87 of Title 15, Pa. C.S.A.

That the deponent (except general partnerships) is duly registered by the State of ___________________________ and is currently in good standing and that conveyance of the within Premises is in accordance with the existing Partnership/Operating/Management Agreement and has been authorized by proper procedures under such Agreement. Attached to this affidavit is a true and correct copy of the original partnership (Operating/Management) agreement and all amendments thereto, which agreement is still in full force and effect.

That the partnership has not conducted any business under any name other than the name set forth above.

That none of the improvements nor any part thereof situate on the premises was ever a mobile home or trailer which was registered with the Bureau of Motor Vehicles of the Commonwealth of Pennsylvania, or any other state or subdivision of the United States.

That no part of this property is under a contract easement to obtain a favorable assessment of farmland and forestland with any county or municipality or any agency authorized by law to receive such easement.

That all labor and materials used in the construction of improvements on the above-described property have been paid for and there are now no unpaid labor or material claims against the improvements or the property upon which same are situated, and Deponent (s) hereby declare that all sums of money due for the construction of improvements have been fully paid and satisfied, except the following:____________________________________

_____________________________________________________________________________________________

(If NONE, write "NONE" on blank line)

That there are no leases, contracts to sell the land, or parties in possession other than Deponent (s) except as follows: ______________________________________________________________________________________

(If NONE, write "NONE" on blank line)

That there are no easements, mortgages, notes, judgments, liens, pending suits, or bankruptcies adversely affecting the owner and the said premises other than those shown on the Title commitment under the above-referenced number except the following;

____________________________________________ ___________________________

____________________________________________ ___________________________

(If NONE, write "NONE"

*To be filled in if a sale - "The Seller is not a non-resident alien, foreign corporation, foreign trust, foreign estate or other foreign entity (as defined in the Internal Revenue Code and Income Tax Regulation). Seller's U.S. employer identification number (or Social Security Number) is:______________________________________.

Seller's address (office address, if Seller is an entity; home address if Seller is an individual ) is:_________________

This Affidavit may be disclosed to the Internal Revenue Service and is furnished to Buyer to inform Buyer that withholding of tax is not required under Section 1445 of the Internal Revenue Code.

INDEMNITY:   I/WE/IT AGREE(S) TO PAY ON DEMAND TO THE PURCHASERS AND/OR LENDER AND/OR TITLE COMPANIES (INCLUDING STEWART TITLE GUARANTY COMPANY) IN THIS TRANSACTION, THEIR SUCCESSORS AND ASSIGNS, ALL AMOUNTS SECURED BY ANY AND ALL LIENS, CLAIMS, OR RIGHTS NOT SHOWN ABOVE, TOGETHER WITH ALL COSTS, LOSS AND ATTORNEY’S FEES THAT SAID PARTIES MAY INCUR IN CONNECTION WITH SUCH UNMENTIONED LIENS, PROVIDED SAID LIENS, CLAIMS, OR RIGHTS EITHER CURENTLY APPLY TO SUCH PROPERTY, OR A PART THEREOF, OR ARE SUBSEQUENTLY ESTABLISHED AGAINST SAID PROPERTY AND ARE CREATED BY ME, KNOWN BY ME, OR HAVE AN INCEPTION OR ATACHMENT DATE PRIOR TO THE CLOSING OF THIS TRANSACTION AND RECORDING OF THE DEED AND MORTGAGE.

I/We realize that the Purchaser and Lender and Stewart Title Guaranty Company are relying on the representations contained herein in purchasing same or lending money thereon and issuing title policies and would not purchase same or lend money or issue a title policy thereon unless said representations were made. If Seller or Mortgagor is an entity, I have authority to sign on its behalf.

By:__________________________________

Title:

Tax I.D. #__________________________

Mailing Address (As of January 1^st of next year):

_______________________________________

_______________________________________

SWORN AND SUBSCRIBED BEFORE ME This ________day of _______________________________ 20______.

___________________________________________

Notary Public

My Commission expires:__________________________