7 -Seller's No-Lien Affidavit
-
-
SELLER'S NO-LIEN. POSSESSION. GAP AND FIRPTA AFFIDAVIT
STATE OF FLORIDA )
SS:
COUNTY OF MIAMI-DADE )
BEFORE ME, the undersigned authority, personally appeared LEWIS S. EIDSON, on
behalf of MIAMI CITY BALLET, INC., a Florida not for profit corporation (the "Ballet"), who
being first duly sworn upon oath, deposes and says:
1. Affiant is the President of the Board of Trustees of the Ballet.
2. The Ballet is the owner of fee simple title to the building and improvements (the
"Building") located on the real property located in Miami-Dade County, Florida, and more
particularly described on Exhibit "A" attached hereto and made a part hereof.
3. The Ballet is in exclusive, undisputed possession of the Building and there are no parties
other than Ballet in possession of or claiming possession to the Building.
4. There have been no improvements, alterations or repairs to the Building for which the
costs thereof remain unpaid.
5. There are no outstanding contracts, either oral or written, for the furnishing of any labor,
material or services to the Building which have not been satisfied prior to the date hereof. No
contractor, subcontractor, materialman, mechanic, architect, landscape architect, surveyor or
demolition or clearing man or person has any right to lien the Building or any part thereof.
6. There are no unpaid, delinquent or otherwise outstanding taxes, special assessments or
other liens or charges against the Building, except for City of Miami Notice of Violation Number
CE05005892 dated September 26, 2005.
7. There are no outstanding unrecorded easements, contracts for sale, or agreements for
deed, affecting the Building or any portion thereof.
8. There are no actions or proceedings now pending in any state or federal court to which
the Ballet is a party, nor does Affiant know of any state or federal court judgments, federal tax liens
or other claims or liens of any kind or nature that now, or in the future, would constitute a lien or
charge against the Building.
9. The Building is free and clear of all mortgages, liens, taxes, assessments, fees, and
encumbrances whatsoever, except for: (a) real estate taxes for the year of the closing and subsequent
- 1 -
-
years; and (b) those matters set forth within that certain commitment for Owner's Title Insurance
issued by Tew Cardenas LLC (the "Title Agent") for Chicago Title Insurance Company (the "Title
Company") under File No. 300510957 dated December 1,2005 (the ''Commitment'').
10. Section 1445 of the Internal Revenue Code provides that a transferee of a U.S. real
property interest must withhold tax if the transferor is a foreign person. To inform The City of
Miami Beach, a Florida municipal corporation (the "Grantee" or "transferee") that withholding
of tax is not required upon the disposition of a U.S. real property interest by the Ballet, Affiant
hereby certifies the following, on behalf of the Ballet:
10.1 Ballet is not a foreign corporation, foreign partnership, foreign trust, or
foreign estate (as those terms are defined in the Internal Revenue Code and Income Tax
Regulations);
10.2. Ballet's U.S. employer identification number is 59-2578534; and
10.3 Ballet's address is 2200 Liberty Avenue, Miami Beach, Florida 33139.
10.4. Affiant understands that this certification may be disclosed to the Internal
Revenue Service by the transferee and that any false statement contained herein could be punished
by fine, imprisonment, or both.
11. There are no matters pending against the Ballet could give rise to a lien that would
attach to the Building or any portion thereof between the effective date of the Commitment and the
recording of the Special Warranty Deed from the Ballet to Grantee. The Affiant, on behalf of the
Ballet, has not and will not execute any instrument that would adversely affect the title to or transfer
of the Building or any portion thereof from the Ballet. The Ballet will execute such other documents
as reasonably required by the Title Company to insure the gap.
12. Affiant recognizes that Grantee, the Title Company and Title Agent are materially
relying on the veracity of the contents of this Affidavit, and that this Affidavit is being given for the
purpose of inducing (a) Grantee to part with valuable consideration and consummate the purchase
of the Building from the Ballet, and (b) the Title Company and Title Agent to issue a policy or
policies of title insurance to Grantee in connection with the conveyance of the Building from the
Ballet to Grantee.
[JURAT ON NEXT PAGE]
-2-
-
-
FURTHER AFFIANT SA YETII NAUGlIT.
#cif(t!:
Sworn to and subscribed before me this w.. day of February, 2006, by Lewis S. Eidson,
who (check one) [l.fis personally known to me or [ ] has produced a Florida driver's license as
identification.
\,\\\1\\1111111/111.
,~'''\:).~lJ.e{fez I'II~
..S'-''''''-\.... ............ ~
;.,.. ,,"~',.. o~ EXPIR!:.n .. Jf. ~
:t ~.. ~ '2.009 " .. ~
,~~.$n,~' ..~~
:: o:::E Q) .CC':.
::cr:o 3 I#, :0:
_ .(,)~. .--J_
:."" , .1.'0 .u..:
_.~ <--or ~.Y..-
~ e. {)V ~~' ..o~
~.. ~ ...~~
~~Jf. .... Ttcrl~......",':~
'~ 10 ........ CJ '":}~'\:
'/IIIII,rARY P\J~\J,,\,'\\
1/,,,1'1'\\"
P1au rU-All. tun iff 14
Notary Public, State of Florida
My commission expires:
JlJocsana M .Wheffe2
Print or Type Name of Notary Public
(Seal)
-3-