Exhibit 10.1
AGREEMENT FOR THE SALE AND PURCHASE
OF REAL PROPERTY
THIS AGREEMENT FOR THE SALE AND PURCHASE OF REAL PROPERTY
("Agreement"), made as of this _______ day of __________ 1998, by and among
Xxxxxxxx X. XxXxxxx ("Seller") and HEICO Aerospace Holdings Corp., a Florida
corporation ("Purchaser")
WITNESSETH:
WHEREAS, Seller wishes to sell to Purchaser, and Purchaser wishes to
purchase from Seller, certain real property upon terms and conditions
hereinafter set forth.
NOW, THEREFORE, for and in consideration of the premises and the
Xxxxxxx Money and other valuable consideration, in hand paid by Purchaser to
Seller, the receipt and sufficiency of which is acknowledged, Seller and
Purchaser covenant and agree as follows:
1. SALE OF PROPERTY
Seller agrees to sell to Purchaser, and Purchaser agrees to purchase
from Seller, upon the terms and conditions hereinafter provided, that certain
real property consisting of 4.043 acres and a one story metal building which
constitutes the XxXxxxx International, Inc. ("XxXxxxx") headquarters facility
(the "Property") located at 0000 Xxxxxxxxx Xxxxxxx, Xxxxxxx Xxxx, Xxxxxxx 00000,
lying and being located in Land Xxxx 000, 0xx Xxxxxxxx, Xxxxxx Xxxxxx, Xxxxxxx,
and being more particularly described in EXHIBIT "A" hereto (which also includes
a plat of the Property), together with all improvements located thereon, and all
fixtures, permits, licenses, bonds, and rights in and to surrounding dedicated
streets.
2. PURCHASE PRICE AND TIME OF PAYMENT
The purchase price to be paid by Purchaser to Seller for the Property
("Purchase Price") shall be Two Million Five Hundred Thousand and 00/100ths
Dollars ($2,500,000.00), subject to the prorations and adjustments as
hereinafter provided. Purchaser shall pay the Purchase Price by certified or
cashier's check or wire transfer at the closing of the transaction contemplated
by this Agreement (the "Closing"). The parties acknowledge and agree that Seller
is in the process of expanding its headquarters facility located on the Property
(the "Facility Expansion"). In this regarding, the Purchase Price shall be
increased by an amount equal to all actual costs of the Facility Expansion
incurred through the date of closing to the extent such costs are funded by
Seller or through construction financing which Seller will pay off at closing,
in an amount not to exceed One Million Three Hundred Thousand and 00/100ths
Dollars ($1,300,000.00). In the event Seller utilizes construction financing,
Purchaser may elect to assume or pay off such financing at closing in an amount
not to exceed One Million Three Hundred Thousand and 00/100ths Dollars
($1,300,000.00), in which event the Purchase Price shall remain Two Million Five
Hundred Thousand and 00/100ths Dollars ($2,500,000.00).
3. DELIVERY OF DOCUMENTS
Seller shall immediately provide within no later than three business
days (or has already provided) Purchaser with copies of all documentation Seller
has in its possession or control regarding the Property. Said documentation
shall include, without limitation, to the extent available:
(a) the most recent as-built and boundary surveys;
(b) the most recent title insurance policies in effect;
(c) a copy of a Phase I environmental report when it is prepared;
(d) all tax bills for the Property for the past two years;
(e) as-built plans;
(f) any notices by any governmental agency of code, law or
regulation violations or other legal violations;
(g) all insurance policies in effect; and
(h) all service contracts.
4. FEASIBILITY AND INSPECTION PERIOD
Purchaser shall have until Closing to confirm engineering,
architectural and market feasibility ("Feasibility and Inspection Period").
Seller will permit representatives of Purchaser to enter upon the
Property for the purposes of conducting tests, inspections, or examinations that
Purchaser desires in regard to the feasibility of the Property, including (but
not by way of limitation) said tests, borings, percolation tests and other
tests, inspections, or examinations as Purchaser may request to determine
subsurface or topographic conditions of the Property. Purchaser shall hold
Seller harmless for any damages resulting from the failure by Purchaser or the
representatives of Purchaser to exercise reasonable care in the conduct of such
tests, inspections, or examinations. If Purchaser, in its sole and absolute
discretion, shall conclude from the results of said tests or for any other
reason or factor (or for no specific reason) that the Property is not feasible
or desirable for Purchaser's intended purpose, and shall so notify Seller in
writing of Purchaser's conclusion on or before the end of the Feasibility and
Inspection Period, this Agreement shall be terminated and be of no further force
or effect, and no party shall have any rights or claims against one another
which might otherwise result from this Agreement.
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5. EXAMINATION OF TITLE AND DEFECTS IN TITLE
Purchaser shall have until Closing in which to obtain a survey and
examine Seller's title of the Property. Purchaser shall be entitled to treat
survey defects as title defects. In the event Seller is notified of any such
objectionable matter within five (5) days prior to Closing, Seller agrees to
promptly employ its good faith best efforts to procure a cure for same. However,
except for loans relating to the expansion of the headquarters facility, Seller
shall be obligated to satisfy or pay off any liens or deeds to secure debts
encumbering the Property. In the event, however, Seller does not cure any
objectionable matter prior to Closing, then at Purchaser's option, Purchaser may
either (i) take title to the Property despite the existence of such matter, or
(ii) terminate this Agreement, in which event neither Purchaser nor Seller shall
have any further liability, obligations or rights with regard to this Agreement
which shall then become null and void and of no further force and effect. Any
title exceptions to the Property existing prior to the Purchaser's title
inspection to which Purchaser does not object, or to which Purchaser waives its
objection are referred to herein as "Permitted Exceptions" or "Permitted Title
Exceptions". In the event that any title exceptions or survey matters arise
between Purchaser's title search and the Closing that affect the marketability
or insurability of the title to the Property or which adversely affect the use
of the Property for Purchaser's intended use, Purchaser may after the discovery
thereof notify Seller, in which event Seller shall promptly employ his good
faith best efforts to procure a cure for same, as required above, and upon the
failure of Seller to effectuate a cure, then Purchaser may elect any of the
options set forth in subclauses (i) or (ii) above. In the event that Seller
shall tender to Purchaser in writing a cure for any title objection or defect
not waived by Purchaser, then Purchaser shall be deemed to have accepted such
cure if the same is not rejected by written notice delivered to Seller prior to
Closing.
6. CONDITIONS PRECEDENT
It is agreed that Purchaser's obligations hereunder are conditioned
upon the satisfaction of the following conditions:
(a) The timely performance by Seller of each and every obligation
imposed on Seller herein;
(b) Closing Deliveries. Seller shall have delivered to Purchaser at
Closing each of the following, together with any additional items which
Purchaser may reasonably request to effect the transactions contemplated herein;
(i) full and complete possession of the Property and related
property, free from the possession of any and all other persons;
(ii) a limited warranty deed (the "Deed") conveying an
unencumbered, good, valid, marketable and indefeasible fee simple title to the
Property to Purchaser such that Purchaser's title company will insure at
standard rates without the standard printed exceptions and the Permitted
Exceptions. The Deed shall be in proper form for recordation, duly executed by
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Seller, with the signature of the Seller being acknowledged and notarized in the
appropriate place, and otherwise in form and substance satisfactory to Purchaser
and its counsel;
(iii) an Affidavit executed by Seller under penalty of perjury, to
the effect that Seller is not a foreign person within the meaning of Section
1445 of the Internal Revenue Code of 1986, as amended, and the regulations
promulgated thereunder, and setting forth Seller's taxpayer identification
number and address as set forth in EXHIBIT "B";
(iv) a xxxx of sale conveying all of Seller's right, title and
interest in all personal property relating to the real estate (if any), a
quitclaim assignment of all intangible rights including insurance proceeds if a
fire or other casualty has occurred prior to Closing, an assignment of all
warranties affecting the Property, a closing statement, any necessary state,
county, and city real estate transfer tax declarations for the Property, and
such additional instruments of sale, transfer, conveyance, and assignment duly
executed by Seller as of the Closing, as counsel to Purchaser shall deem
necessary or appropriate;
(v) a Seller's affidavit in the form attached hereto as
EXHIBIT "C" ("Seller's Affidavit");
(vi) any other documents or agreements contemplated hereby and/or
necessary or appropriate to consummate the transactions contemplated hereby,
including those documents that are exhibits hereto; and
(vii) all other matters of conveyance and documentation described
by this Agreement.
Each parties' obligation to close this transaction is conditioned upon
(i) the sale of stock of XxXxxxx, pursuant to that certain XxXxxxx
International, Inc. Stock Purchase Agreement, and (ii) assumption of the
construction obligations to third party contractors or builders relating to the
expansion of the XxXxxxx headquarters facility on the Property in an amount not
to exceed One Million Three Hundred Thousand and 00/100ths Dollars
($1,300,000.00) including (i) Purchaser's reimbursement of Seller's out of
pocket costs and (ii) the amount of construction financing assumed or paid off
by Purchaser at Closing.
7. CLOSING
The closing will be held in the offices of Purchaser's counsel, Xxxxxxx
X. Xxxx, Xx., Esq., Pyke & Associates, P.C., 0000 Xxxxxxxxxx Xxxx, Xxxxxxx, XX
00000, simultaneously with the Closing of the XxXxxxx stock referenced in
Section 6 herein.
At the Closing, the parties will execute and deliver all deeds and
other documents necessary to consummate the sale and purchase of the Property
pursuant to the terms of this Agreement. Seller at the Closing will pay all
amounts required for transfer taxes arising form the conveyance of the Property.
Purchaser shall pay for the cost of recording the limited warranty deed, all
costs of title examination and survey, certification and all premiums for title
insurance
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obtained by Purchaser. Each party shall be responsible for his or its own
attorney's fees, except as provided in Section 13 herein below.
8. WARRANTIES AND REPRESENTATIONS OF SELLER
Seller warrants to Purchaser as follows:
(a) Seller agrees to deliver to Purchaser the documents required by
Section 3 herein, to the extent in Seller's possession;
(b) The Property will be in substantially the same condition at time of
Closing as of date hereof, normal wear and tear excepted;
(c) Seller will not further sell, encumber, convey, assign or contract
to sell, convey, assign, pledge, encumber or lease all or any part of the
Property, nor restrict the use of all or any part of the Property, nor take or
cause to be taken any action or conflict with this Agreement at any time between
the date of execution of this Agreement and (i) Closing, or (ii) the earlier
termination of this Agreement pursuant to its terms, except to the extent
related to the XxXxxxx headquarters facility expansion;
(d) Seller is not a "foreign person" as that term is defined in the
X.X.X.xx. 1445(f)(3), nor is the sale of the Property subject to any withholding
requirements imposed by the Internal Revenue Code, including, but not limited
to, Section 1445 thereof;
(e) There are no parties in possession of the Property other than
XxXxxxx, and there are no leases affecting the Property other than the lease
between XxXxxxx and Seller which will be cancelled as of Closing;
(f) Seller has not received notice of and is not aware of any suits,
judgments, or violations relating to or at the Property of any zoning, building,
fire, health, pollution, environmental protection, or waste disposal ordinance,
code, law or regulation which has not been heretofore corrected; that there is
no suit or judgment presently pending or, to the best knowledge and belief of
Seller, threatened which would create a lien upon the Property in the hands of
Purchaser after Closing; and Seller shall give prompt notice to Purchaser of any
such suit or judgment filed, entered or threatened prior to Closing;
(g) There are no service contracts or other contracts affecting the
Property that are not terminable at will;
(h) There are no pending or to the best of Seller's knowledge, no
threatened or contemplated eminent domain proceedings affecting the Property or
any part thereof; and Seller shall give prompt notice to Purchaser of any such
proceedings which occur or are threatened prior to Closing;
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(i) No valid claims, rights to offsets or litigation, actual or
threatened, to the knowledge of Seller, exist with regard to the Property; and
(j) The foregoing Representations and Warranties shall not merge into
the deed and shall survive closing.
9. POSSESSION OF PROPERTY
Seller shall deliver possession of the Property to Purchaser on the
date of Closing in the same condition as it presently exists.
10. PRORATIONS
At the Closing, all state, county and municipal ad valorem taxes, if
any, with respect to the Property for the year in which the transaction is
consummated will be prorated as of the date of Closing. If the amount of such
taxes is not known at the time of the Closing, proration of such taxes will be
made upon the basis of the most recent ascertainable tax statement, and the
parties shall re-prorate such taxes upon such time as the taxes for the current
year are known. This provision shall survive closing.
11. AS IS
Purchaser has previously reviewed and considered the nature of this
transaction and the Feasibility and Inspection Period will give Purchaser the
opportunity to thoroughly investigate the Property and all aspects of the
transaction. In electing to proceed with the transaction, Purchaser shall have
determined that the Property is satisfactory to Purchaser in all respects and is
purchasing the Property in "as is" condition. Purchaser acknowledges and agrees
that the Purchase Price was negotiated on the basis of this being an "as is"
transaction; and the "as is" nature of the transaction was a material inducement
for Seller to enter into this Agreement. Purchaser has and will rely solely on
Purchaser's own independent investigations and inspections, and Purchaser has
not relied and will not rely on any representation of Seller other than as
expressly set forth in this Agreement. Purchaser further acknowledges and agrees
that, except for the specific representations made by Seller in this Agreement,
Seller made no representations, is not willing to make any representations, nor
held out any inducements to Purchaser other than those (if any) exclusively set
forth in this Agreement; and Seller is not and shall not be liable or bound in
any manner by any express or implied warranties, guaranties, statements,
representations or information pertaining to the Property, except as may be
specifically set forth in this Agreement.
12. RADON GAS
Radon is a naturally occurring radioactive gas that, when it has
accumulated in a building in sufficient quantities, may present health risks to
persons who are exposed to it over time. Levels of radon that exceed federal and
state guidelines have been found in buildings in Georgia.
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Additional information regarding radon and radon testing may be obtained from
the county public health unit for Xxxxxx County, Georgia.
13. LITIGATION
In the event of any litigation under this Agreement, the prevailing
party shall be entitled to recover reasonable legal fees and court cost at all
trial and appellate levels.
14. TIME
Time shall be of the essence for each and every provision of this
Agreement.
15. SECTION 1031 EXCHANGE
Purchaser agrees to cooperate with Seller in order to facilitate any
effort by Seller to structure the sale of the Property as part of a so-called
"like kind exchange" (the "Exchange") pursuant to Section 1031 of the Internal
Revenue Code of 1986, as amended. Without limiting the foregoing, Seller will
have the right, without the consent of Purchaser, to transfer and assign
Seller's interest under this Agreement to a qualified intermediary to the extent
necessary to facilitate the Exchange. If Seller so elects to effect an Exchange,
the obligation of Purchaser to participate in the Exchange shall be subject to
the conditions that (i) the Closing will not be delayed or affected by reason of
the Exchange; (ii) the Exchange shall not alter, in any manner, the rights of
Seller and Purchaser under this Agreement; (iii) Purchaser shall not be required
to acquire or hold title to any real property for purposes of consummating the
Exchange; and (iv) Purchaser shall not incur any liability or expenses of any
nature in connection with the Exchange.
16. PRIOR DISCUSSIONS AND AMENDMENTS
This Agreement supersedes all prior discussions and agreements between
Seller and Purchaser with respect to the conveyance of the Property and all
other matters contained herein and constitutes the sole and entire agreement
between Seller and Purchaser with respect thereto. This Agreement may not be
modified or amended unless such amendment is set forth in writing and signed by
both Seller and Purchaser. All Exhibits referenced herein are deemed
incorporated herein by this reference, whether attached hereto or not.
17. SURVIVAL OF PROVISIONS
All covenants, warranties, representations, and agreements set forth in
this Agreement will survive the Closing of the purchase and sale of the
Property, and will survive the execution of all deeds and other documents at any
time executed and delivered under, pursuant to, or by reason of this Agreement,
for a period of 18 months following Closing.
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18. SUCCESSORS AND ASSIGNS
This Agreement shall apply to, inure to the benefit of, and be binding
upon and enforceable against Seller and Purchaser and their respective
successors and assigns to the same extent as if specified at length throughout
this Agreement. Purchaser shall have the right to assign its interest in this
Agreement, or any portion thereof, provided, however, that no such assignment
shall be effective as to Seller until an executed counterpart of the instrument
of assignment has been delivered to Seller.
19. COUNTERPARTS
This Agreement may be executed in several counterparts, each of which
shall be deemed an original, and all of such counterparts together shall
constitute one and the same instrument.
20. TIME OF THE ESSENCE
Time is of the essence of this Agreement.
21. GOVERNING LAW
This Agreement has been entered into and shall be construed and
enforced in accordance with the laws of the State of Georgia without reference
to the choice of law principles thereof. This Agreement shall be subject to the
exclusive jurisdiction of the courts of the State of Georgia located in Xxxxxx
County, Georgia or the United States District Court for the Northern District of
Georgia. The parties to this Agreement agree that any breach of any term or
condition of this Agreement shall be deemed to be a breach occurring in the
State of Georgia by virtue of a failure to perform an act required to be
performed in the State of Georgia and irrevocably and expressly agree to submit
to the jurisdiction of the courts of the State of Georgia for the purpose of
resolving any disputes among the parties relating to this Agreement or the
transactions contemplated hereby. The parties irrevocably waive, to the fullest
extent permitted by law any obligations which they may now or hereafter have to
the laying of venue of any suit, action or proceeding arising out of or relating
to this Agreement, or any judgment entered into by any court in respect hereof
brought in Xxxxxx County, Georgia and further irrevocably waive any claim that
any suit, action or proceeding brought in Xxxxxx County has been brought in an
inconvenient forum.
22. NOTICES
All notices, requests, demands and other communications required or
permitted to be given or made under this Agreement shall be in writing and shall
be deemed delivered on (a) the date of personal delivery or transmission by
telegram or facsimile transmission, (b) the first business day after the date of
delivery to a nationally recognized overnight courier service, or (c) the third
business day after the date of deposit in the United States mail, as follows, or
to such other address, person or entity as any party shall designate by notice
to the others in accordance therewith:
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TO SELLER:
Xxxxxxxx X. XxXxxxx
c/o McClain International, Inc.
0000 Xxxxxxxxx Xxxxxxx
Xxxxxxx Xxxx, XX 00000
(000) 000-0000
Fax: (000) 000-0000
WITH A COPY TO:
Xxxxxxx X. Xxxx, Xx., Esq.
Pyke & Associates, P.C.
0000 Xxxxxxxxxx Xxxx
Xxxxxxx, XX 00000
(000) 000-0000
Fax: (000) 000-0000
AND
Xxxxxxx X. Xxxxx, Esq.
Xxxxxxxx & Xxxxx, LLP
0000 Xxxxxxxxx Xxxx, Xxxxx 0000
Xxxxxxxx, XX 00000
(000) 000-0000
Fax: (000) 000-0000
TO PURCHASER:
HEICO Aerospace Holdings Corp.
000 Xxxxxxxx Xxx Xxxxx
Xxxxx 0000
Xxxxx, XX 00000
Attn: Xxxxxxx X. Xxxxxx
(000) 000-0000
Fax: (000) 000-0000
WITH A COPY TO:
Xxxx Xxxxxx, Esq.
Greenberg, Traurig, P.A.
0000 Xxxxxxxx Xxxxxx
Xxxxx, XX 00000
(000) 000-0000
Fax: (000) 000 0000
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The time in which a response or action in response to any Notice must
be given or taken shall run from the time of actual receipt of such Notice.
23. CONSTRUCTION
No provisions of this Agreement shall be construed by any Court or
other judicial authority against any party hereto by reason of such party's
being deemed to have drafted or structured such provision.
24. RISK AND LOSS
Any risk and loss with respect to the Property shall remain with the
Seller until Closing.
In the event that any action or proceeding is filed (or notice of such
action or proceeding given) under which all of the Property or any portion
thereof may be taken under the right of eminent domain, then Purchaser shall
have the option of either: (i) cancelling this Agreement or (ii) closing as
provided herein except that Seller shall at Closing assign to Purchaser all of
Seller's interest in any proceeds received or which may be received by reason of
such taking and Purchaser shall take title to the Property subject to such
condemnation proceedings.
In the event that all or any portion of the building on the Property is
damaged by fire or other casualty and is not restored or repaired, then
Purchaser shall have the option of: (i) cancelling this Agreement, or (ii)
closing as provided herein except that Seller shall at Closing assign to
Purchaser all of Seller's interest in any and all insurance proceeds received or
receivable by reason of such casualty.
25. BROKERS
Seller and Purchaser covenant that they have dealt with no broker or
finder in connection with this transaction. However, Seller covenants and agrees
that should any claim be asserted for any broker's commission by, through or on
account of the acts of Seller or his representatives, Seller shall indemnify and
hold harmless Purchaser from any and all liabilities and expenses incurred in
connection therewith including, without limitation, reasonable attorneys' fees
and court costs. Likewise, Purchaser covenants and agrees that should any claim
be asserted by, through or on account of the acts of Purchaser or its
representatives, Purchaser shall indemnify and hold Seller harmless from any all
liabilities and expenses incurred in connection therewith including, without
limitation, reasonable attorneys' fees and court costs. The provisions of this
Section 25 shall survive the Closing.
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IN WITNESS WHEREOF, Seller and Purchaser have hereunto set their hands
and affixed their seals as of the day and year first above written.
PURCHASER:
HEICO Aerospace Holdings Corp.,
a Florida corporation
/S/ XXXXXX X. XXXXXXXXX
-------------------
By: XXXXXX X. XXXXXXXXX
Its: VICE PRESIDENT
[CORPORATE SEAL]
SELLER:
/S/XXXXXXXX X. XXXXXXX (SEAL)
-------------------------------------------
Xxxxxxxx X. XxXxxxx
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EXHIBIT LIST
Exhibit "A" Legal Description and Plat
Exhibit "B" Affidavit of Non-Foreign Residence Status
Exhibit "C" Seller's Affidavit
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EXHIBIT "A"
LEGAL DESCRIPTION AND PLAT
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EXHIBIT "B"
AFFIDAVIT OF NON-FOREIGN RESIDENCE STATUS
Section 1445 of the Internal Revenue Code provides that a transferee
(buyer) of a United States Real Property interest must withhold tax if the
transferor (seller) is a foreign person, as that term is defined by said
Section, and by the Income Tax Regulations adopted pursuant thereto. To inform
the transferee (buyer) that the withholding of tax is not required upon my
disposition of the United States Real Property owned or held by the me, 0000
Xxxxxxxxx Xxxxxxx, Xxxxxxx Xxxx, Xxxxxxx 00000, as further described in a
limited warranty deed of even date to HEICO Aerospace Holdings Corp., I hereby
certify the following:
1. I have had an opportunity to determine, from my accountant, or from
other sources, the meaning and effect of Section 1445 of the Internal Revenue
Code, including the definition of "foreign person" under the Internal Revenue
Code and Regulations;
2. I am not a nonresident alien for purposes of U.S. income taxation;
3. My U. S. taxpayer identifying number (Social Security number is
______________
4. My home address is:___________________________________________
I understand that this certification may be disclosed to the Internal
Revenue Service by the transferee and that nay false statement I have made here
could be punished by fine, imprisonment, or both.
Under penalty of perjury I declare that I have examined this
certification and to the best of my knowledge and belief it is true, correct,
and complete.
I understand that this certification may be relied upon by the
aforenamed Buyer and the attorney closing this sale so that the property is
transferred free of any claim for taxes owed the U.S. Government.
Sworn to and subscribed before AFFIANT:
me this _______ Day of______, 1998.
-------------------------------- ------------------------------
Notary Public Xxxxxxxx X. XxXxxxx
[Notary Seal]
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EXHIBIT "C"
SELLER'S AFFIDAVIT
BEFORE ME came in person Xxxxxxxx X. XxXxxxx (hereinafter referred to
as "Deponent"), who, having been duly sworn and on oath, deposed and said as
follows:
1. That Deponent is personally familiar with the matters set forth
herein.
2. That Xxxxxxxx X. XxXxxxx (hereinafter referred to as "Owner"), is
the owner of the fee simple estate in and to the improved real property
(hereinafter referred to as the "Property") located in Xxxxxx County, Georgia,
more particularly described in EXHIBIT "A" attached hereto and by this reference
made a part hereof.
3. That except as set forth in EXHIBIT "B" attached hereto and by this
reference made a part hereof, there are no unpaid or unsatisfied security deeds,
mortgages, claims of lien, special assessments for sewerage or streets or ad
valorem taxes which constitute or could constitute a lien against the Property
or any part thereof.
4. That there is no outstanding indebtedness for equipment, appliances
or other fixtures owned by Owner attached to or located in or on the Property.
5. That there are no disputes concerning the location of the lines and
corners of the Property.
6. That except as set forth in said EXHIBIT "B" attached hereto, there
are no pending suits, proceedings, judgments, bankruptcies, liens or executions
against Owner in either Xxxxxx County or any other county of the State of
Georgia which do or could adversely affect title to the Property.
7. That no work, improvements or repairs have been undertaken by or at
the instance of Owner (or any agents or representatives of Owner) on the
Property or any part thereof during the ninety-five (95) days immediately
preceding the date of the making of this Affidavit for which payment has not
been made; and there are no outstanding bills for labor or materials used in
making improvements or repairs upon the Property at the instance of Owner (or
any agents or representatives of Owner) or for the services of architects,
surveyors or engineers incurred in connection therewith.
8. That Owner is in exclusive possession of the Property and that no
other parties have any claim to possession of the Property, except as set forth
in said EXHIBIT "B" attached hereto.
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9. That this Affidavit is made for the purposes of inducing HEICO
Aerospace Holdings Corp. to purchase the Property.
---------------------------------
Xxxxxxxx X. XxXxxxx
Sworn to and subscribed before me, a Notary Public in and for the State
of Georgia at large by Xxxxxxxx X. XxXxxxx, known personally to me, who, being
duly sworn and on oath, deposed and said that, to the best of his knowledge and
belief, the within and foregoing statements are true and correct this
___________________ day of ______________, 1998.
-------------------------------
Notary Public
Commission Expiration Date:
[NOTARIAL SEAL]
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