Shavertown, Luzerne County, PA (196 N. Main St.) Property Code: 104937 PURCHASE CONTRACT (the “Contract”)
Exhibit 10.1
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Shavertown, Luzerne County, PA (196 N. Main St.) Property Code: 104937 |
(the “Contract”)
FNCB Bank, a Pennsylvania financial institution, as Buyer, hereby offers to purchase and Branch Banking and Trust Company, a North Carolina banking corporation and successor in interest to First Federal Bank, as Seller, upon acceptance of said offer, agrees to sell and convey, all of that plot, piece or parcel of land described below, as and to the extent owned by Seller, together with all improvements located thereon and such fixtures and personal property as are listed below (collectively referred to as "the Property"), in AS-IS WHERE-IS condition, upon the following terms and conditions:
1. REAL PROPERTY: Located in the City of Shavertown, County of Luzerne, and Commonwealth of Pennsylvania, being known as and more particularly described as:
Street Address: 000 Xxxxx Xxxx Xxxxxx, Xxxxxxxxxx, Xxxxxxxxxxxx; Xxxxxxx Xxxxxx Xxx X0X0 Block 003 Lots: 001, 01A, 01B, & 002.
Legal Description: See Exhibit A attached hereto and incorporated by this reference herein
2. FIXTURES: The following items, if any, are included in the Purchase Price (as hereafter defined) free of liens: any built-in appliances, light fixtures, ceiling fans, attached floor coverings, blinds and shades including window hardware, window and door screens, storm windows, combination doors, awnings, burglar/fire/smoke alarms, outdoor plants and trees, wall and/or door mirrors; and the following items or equipment, if any, attached or affixed to the Property on the date of this Contract: teller counter/cages with under counter steel, poured-in-vault and vault door, night drop, drive-thru deal drawer and any remote drive-thru tubes and pole signage, but specifically excluding any (a) proprietary bank systems and equipment (including DLU box), (b) BB&T proprietary signs and panels, and (c) automatic teller machines (“ATM”) and any related equipment necessary to operate and/or protect said ATM.
3. PERSONAL PROPERTY: That certain personal property, if any, owned by Seller and located at the Property and remaining at the Property on the date of Closing.
(a) Fifty Thousand and No/100 ($50,000.00) Dollars, XXXXXXX MONEY DEPOSIT by certified check or wire, to be deposited with the Escrow Agent (as hereafter defined) upon Buyer’s execution of this Contract and held in escrow by Xxxxxx Xxxxxxx of Bankers Settlement Services, 0000 Xxxxxxxxx Xxxxxxxxx, Xxxxx 000, Xxxxxxxxxx, Xxxxxxxxxxxx 00000 (the "Escrow Agent") in a non-interest bearing, federally insured account, until the sale is closed, at which time it will be refunded to Buyer or paid directly to the Settlement Agent (as hereafter defined) at Closing (as hereafter defined) to be applied to the Purchase Price, or until this Contract is otherwise terminated. In the event: (i) this offer is not accepted; or (ii) any of the conditions hereto are not satisfied, then the Xxxxxxx Money Deposit shall be returned to Buyer in accordance with the terms of this Contract. In the event of breach of this Contract by Seller, Buyer shall have the right, as its sole and exclusive remedy for such breach, to (x) terminate this Contract and obtain a return of the Xxxxxxx Money Deposit, provided that Buyer is not then in default under this Contract, or (y) initiate and prosecute an action for specific performance of this Contract. In no event will Buyer be entitled to damages, actual or consequential. In the event this offer is accepted and Buyer breaches this Contract, then the Xxxxxxx Money Deposit shall be paid to Seller as agreed and liquidated damages.
In the event of a dispute between Seller and Buyer over the return or forfeiture of the Xxxxxxx Money Deposit, the Escrow Agent shall retain said Xxxxxxx Money Deposit in the escrow account until a written release from the parties consenting to its disposition has been obtained or until disbursement is ordered by a court of competent jurisdiction.
(b) ADDITIONAL XXXXXXX MONEY DEPOSIT. Intentionally deleted.
(c) Seven Hundred Thousand and No/100 ($700,000.00), Dollars - BALANCE of the Purchase Price to be paid by wire transfer in accordance with instructions provided by Seller, at Closing subject to credits and offsets as provided in this Contract.
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(a) There must be no restrictions, easements, zoning or other governmental regulations that would prevent the reasonable use of the real property for commercial or office uses, which uses shall be confirmed by Buyer prior to expiration of the Study Period (as hereafter defined) and such condition is waived thereafter.
(b) The Property must be in substantially the same or better condition at Closing as on the date Seller executes this Contract, reasonable wear and tear excepted.
(c) All deeds of trust, liens and other charges against the Property, not assumed by Buyer, must be paid and satisfied by Seller prior to or at Closing such that cancellation may be promptly obtained following Closing. Seller shall remain obligated to obtain any such cancellations following Closing.
(d) Title shall be delivered at Closing by SPECIAL WARRANTY DEED (for the period of time from and after the effective date of the merger between Branch Banking and Trust Company and National Penn Bank) and by the legal description by which Seller or its predecessor acquired title (subject to any off conveyances), unless otherwise stated herein, and will be conveyed free of all encumbrances except: ad valorem property taxes for the current and subsequent years (prorated through the date of Closing), the operation and effect of all instruments and matters shown in the public records for Luzerne County, Pennsylvania, including without limitation, easements, rights of way, restrictions and conditions of record, matters visible from an inspection of the Property or reflected on an accurate survey of the Property, any local, county, state, or federal laws, ordinances or regulations relating to zoning, environment, subdivision, occupancy, use, construction or development of the subject property, including existing violations of said laws, ordinances or regulations (the “Permitted Encumbrances”). The Property must have legal access to a public right of way.
(e) Buyer acknowledges that Seller may decide to structure the disposition of the Property as a tax-free exchange pursuant to Internal Revenue Code §1031, and agrees to cooperate with Seller, at Seller’s sole cost and expense, in connection with such exchange.
(f) Buyer shall have received all necessary regulatory approvals from federal or state agencies for the operation of a branch bank on the Property prior to the expiration of the Study Period, provided that Buyer shall promptly apply for such approvals within five (5) business days from the Effective Date and shall diligently and with good faith make all reasonable efforts to secure such regulatory approvals.
(a) Buyer shall not undertake any intrusive or invasive testing without Seller’s prior written consent. Buyer shall not be permitted to meet with any governmental authorities in relation to the Property without providing prior notice to Seller and affording Seller the opportunity to participate in any such meeting, as Seller may deem necessary, in Seller’s sole discretion.
(b) In the event of any damage to the Property by Buyer’s agents, employees, engineers, contractors or surveyors, Buyer shall restore the Property to the condition that existed prior to such damage. Buyer hereby indemnifies, defends and holds harmless Seller from and against any and all claims, damages, expenses, liens and liabilities (including, without limitation, reasonable attorneys’ fees and court costs) arising, directly or indirectly, from any damage to persons and/or property and Buyer shall repair any damage to the Property, resulting from or relating to, Buyer’s exercise of its right of entry and inspection pursuant to this Contract or otherwise. This indemnity shall survive the termination of this Contract.
(c) Prior to entry onto the Property and throughout the course of investigations and studies conducted on the Property, Buyer and Buyer’s agents and inspectors conducting such studies, shall obtain and maintain comprehensive general liability insurance covering Buyer, Buyer’s agents, or Buyer’s inspectors, entry on the Property and inspections thereof, which insurance shall be in an amount equal to One Million Dollars ($1,000,000.00) for any one occurrence or accident with an aggregate of Two Million Dollars ($2,000,000.00), and shall name Seller as an additional insured thereunder. Buyer shall, if and when requested by Seller, provide Seller with a copy of its certificate of insurance evidencing such insurance.
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(d) Buyer shall have until 5:00 pm EST on the day that is Forty-Five (45) days from the Effective Date, hereafter defined (the “Study Period”) to determine that (i) the Property is suitable for Buyer’s proposed use and (ii) Buyer is satisfied with the condition of the Property (collectively “Buyer’s Requirements”). If the Property fails to meet Buyer’s Requirements, in Buyer’s sole discretion, and Buyer delivers to Seller written notice of such failure and specific termination of the Contract prior to expiration of the Study Period, then, Buyer’s Xxxxxxx Money Deposit will be returned to the Buyer and this Contract shall thereby be terminated and neither party shall have any further rights or liabilities under this Contract except as specifically provided herein. If Buyer does not terminate this Contract by specific written notice to Seller prior to expiration of the Study Period, then, in that event, (aa) Buyer’s Requirements shall be deemed to be satisfied or waived, (bb) Buyer shall pay the Additional Xxxxxxx Money Deposit in accordance with Section 4(b) of this Contract, if applicable, (cc) this Contract shall remain in full force and effect, and (dd) the Xxxxxxx Money Deposit shall be non-refundable except in the event the Closing does not occur because of Seller’s default. Notwithstanding anything contained herein to the contrary, Seller shall have the opportunity, but not the obligation, to be present at any testing or inspection of the Property conducted by Buyer or its agents prior to Closing, and a right, but not the obligation, to review all results of same.
(e) Prior to Closing, Buyer will, pursuant to the terms hereof, have made such examination of the Property and all matters relating to this transaction as Buyer deems necessary. In entering into this Contract, Buyer has not been induced by and has not relied upon any representation, warranty or statement, whether express or implied, made by Seller or any agent, employee, or other representative of Seller, or by any broker or any other person representing or purporting to represent Seller. At Closing, if requested by Seller, Buyer shall reaffirm the acknowledgments made in this section on a form acceptable to Seller, in its sole discretion, and notwithstanding any such reaffirmation or acknowledgment made in writing, Buyer’s acceptance of the Deed shall be deemed conclusive evidence of Buyer’s reaffirmation of the representations made in this section, along with all other representations and warranties made by Buyer herein, all of which shall be deemed to have survived Closing.
(f) Buyer and Seller agree and acknowledge that nothing contained in this Contract shall be deemed an authorization of Buyer to act as agent of Seller in connection with the Property. Buyer and its agents and employees and other authorized designees may not contract, orally or in writing, for any services of any person that could give rise to a lien under applicable law, whether statutory or equitable, upon the Property or any portion thereof, without prior written consent of Seller separate and apart from this Contract. Buyer is hereby obligated to inform all parties performing services or materials for or on account of Buyer in connection with the exercise of its rights under this Contract that such parties shall not be permitted to file any notice of claim of lien or lien action against the Property or any portion thereof. If requested by Seller, Buyer shall procure at Buyer’s sole cost and expense, a lien waiver, in form and substance acceptable to Seller, in Seller’s sole discretion, from any party performing services or providing materials for Buyer in connection with exercising its rights under this Contract.
(g) Buyer will provide Seller, or any third party identified by Seller, with full and complete copies of any Phase I environmental report or any data and reports generated from samples collected from the Property (collectively, the “Investigation Reports”), only if so requested in writing by Seller. Except as provided herein, Buyer shall not disclose the Investigation Reports to any third party, without written approval by Seller, unless disclosure is required of Buyer by applicable laws or regulations (in which event Buyer shall immediately provide notice to Seller of same). Buyer may disclose the Investigation Reports to Buyer’s attorney or environmental consultant who are advising Buyer on the purchase of the Property, provided that they agree in writing to comply with the non-disclosure requirements of this provision. In the event Buyer acquires the Property from Seller, this provision shall no longer be applicable.
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(a) It is the express understanding and agreement of Seller and Buyer that the Property and all improvements are transferred and conveyed “as is” and "with all faults" and Seller has not made, does not make, and hereby disclaims any and all representations, warranties, promises, covenants, agreements or guaranties of any kind or character whatsoever, whether express or implied, oral or written, past, present or future, of as to, concerning or with respect to (i) the value, nature, quality or condition of the Property; (ii) the income to be derived from the Property; (iii) the suitability of the Property for any and all activities and uses which Buyer may conduct thereon; (iv) the compliance of or by the Property or its operation with any laws, rules, ordinances or regulations of any applicable governmental authority or body; (v) the habitability, merchantability, marketability, profitability or fitness for a particular purpose of the Property; (vi) the manner or quality of the construction or materials, if any, incorporated into the Property, or (vii) any other matter with respect to the Property, and specifically, that Seller has not made, does not make and specifically disclaims any representations regarding compliance with any environmental protection, pollution or land use, laws, rules, regulations, orders or requirements, including the disposal or existence, in or on the Property, of any hazardous materials as defined by local, state or federal agencies, laws and regulations relating to hazardous substances, toxic wastes and underground storage tanks. Buyer acknowledges that no such representations or warranties, express or implied, have been made, except for the warranty of title expressly set forth in this Contract. The terms and covenants of this Section shall be included in the Special Warranty Deed and shall survive the Closing and the delivery of the Special Warranty Deed and any other instruments of transfer or any termination of this Contract.
(b) Acceptance: CLOSING SHALL CONSTITUTE ACCEPTANCE OF EACH OF THE SYSTEMS AND OTHER COMPONENTS OF THE PROPERTY IN ITS THEN EXISTING CONDITION UNLESS PROVISION IS OTHERWISE MADE IN WRITING AND SIGNED BY BOTH PARTIES. BUYER ACKNOWLEDGES AND AGREES THAT TO THE FULLEST EXTENT PERMITTED BY LAW, THE SALE OF THE PROPERTY AS PROVIDED FOR HEREIN IS MADE ON AN “AS IS, WHERE IS” CONDITION AND BASIS WITH ALL FAULTS. IT IS UNDERSTOOD AND AGREED THAT THE PURCHASE PRICE HAS BEEN ADJUSTED BY PRIOR NEGOTIATION TO REFLECT THAT ALL OF THE PROPERTY IS SOLD BY SELLER AND PURCHASED BY BUYER SUBJECT TO THE FOREGOING AS WELL AS THE PERMITTED EXCEPTIONS. THE PROVISIONS OF THIS SECTION 11 SHALL SURVIVE CLOSING.
BUYER’S INITIALS ________ ________
The Special Warranty Deed is to be made to Buyer.
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| TO SELLER: | Branch Banking and Trust Company | ||
| 000 Xxxxx Xxxxxx Xxxxxx, Xxxxx 0 | |||
| Xxxxxxx-Xxxxx, XX 00000 | |||
| Attention: Xxxxxxx X. Xxxx |
| Senior Vice President |
| With a copy to: | Bell, Davis & Pitt, P.A. | ||
| 000 Xxxxx Xxxxxx Xxxxxx, Xxxxx 000 | |||
| (which shall not | Xxxxxxx-Xxxxx, XX 00000 | ||
| constitute notice) | Attention: Xxxxx X. Xxxxxx | ||
| TO BUYER: | FNCB Bank | ||
| 000 Xxxxx Xxxxxxx Xxxxxx | |||
| Xxxxxxx, XX 00000 | |||
| Attention: Xxxxxx Xxxxxx |
| Vice President |
Said notice shall be deemed given in the case of certified mail or overnight courier on the date following the date the same were mailed or placed in the hands of such courier for delivery. The refusal to accept delivery shall constitute receipt.
(a) That Buyer is familiar with the source of funds for the Purchase Price of the Property and represents that, to the best of its knowledge after due inquiry and investigation, all such funds derived from legitimate business activities within the United States of America and/or from loans from a banking or financial institution chartered or organized within the United States of America. Buyer shall provide to Seller any and all documents, certifications or other evidence, as may be requested from time to time by Seller in its sole discretion, confirming the source of funds for the Purchase Price (and that such funds derived from legitimate business activities).
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(b) That neither Buyer (nor any of the Buyer Affiliates, as hereinafter defined) is subject to sanctions of the United States of America or in violation of any federal, state, municipal or local laws, statutes, codes, ordinances, orders, decrees, rules or regulations (“Laws”) relating to terrorism or money laundering, including, without limitation, Executive Order No. 13224 on Terrorist Financing, effective September 24, 2001 (the “Executive Order”) and the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001 (Public Law 107-56, the “Patriot Act”). As used herein, the term “Buyer Affiliate” shall mean any member, shareholder or partner or related entity or affiliate of Buyer at any level. Neither Buyer nor any Buyer Affiliate is a “Prohibited Person,” which term is defined as follows:
i. a person or entity that is listed in the Annex to, or is otherwise subject to the provisions of, the Executive Order;
ii. a person or entity owned or controlled by, or acting for or on behalf of, any person or entity that is listed in the Annex to, or is otherwise subject to the provisions of, the Executive Order;
iii. a person or entity with whom Seller is prohibited from dealing or otherwise engaging in any transaction by any terrorism or anti-money laundering Law, including the Executive Order and the Patriot Act;
iv. a person or entity who commits, threatens or conspires to commit or supports “terrorism” as defined in the Executive Order; or
v. a person or entity that is named as a “specially designated national and blocked person” on the most current list published by the U.S. Treasury Department Office of Foreign Asset Control at its official website, xxxx://xxx.xxxxx.xxx/xxxx/xxxxxx.xxx or any replacement website or other replacement official publication of such list.
(c) That neither Buyer nor any Buyer Affiliate is (i) conducting any business or engaging in making or receiving any contribution of funds, goods or services to or for the benefit of any Prohibited Person, (ii) dealing in, or otherwise engaging in, any transaction relating to any property or interest in property blocked pursuant to the Executive Order, or (iii) engaging in or conspiring to engage in any transaction that evades or avoids, or has the purpose of evading or avoiding, or attempting to violate, any of the prohibitions set forth in the Executive Order or the Patriot Act, as of the date of this Contract.
(d) That Buyer shall deliver to Seller any certification or other evidence requested from time to time by Seller, in its sole discretion, confirming Buyer’s compliance with the provisions of Subsections (b) and (c) of this Section 18.
The Buyer’s representations and warranties set forth in Subsections (a), (b), (c) and (d) of this Section 18 shall survive the date of the Closing or termination of this Contract. Buyer’s representations and warranties contained herein must be true and correct through the date of the Closing, and Buyer’s failure to notify Seller prior to the date of the Closing of any inaccuracies shall be a default by Buyer under this Contract. In the event that Seller determines that any representation or warranty in this Section 18 is not true and correct, Seller shall have the right to immediately terminate.
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21. SURVIVAL: Covenants and agreements contained in this Contract shall be merged in the Special Warranty Deed at Closing and shall not survive the Closing, except that the obligations and/or disclaimers of the parties set forth in Sections 6, 9, 11, 15 and 18 shall survive the Closing indefinitely.
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30. NO JOINT VENTURE OR PARTNERSHIP. This Contract is not intended nor shall it be construed to create a joint venture or partnership between the parties and neither party shall constitute the agent of the other for any purpose.
33. OTHER PROVISIONS AND CONDITIONS: None.
[Signature Pages Follow]
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Buyer acknowledges having made an on-site personal examination of the Property prior to the making of this offer.
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Buyer: FNCB BANK, a Pennsylvania Financial Institution
By: (SEAL) Name: Title: Date: | |
[Seller Signature Page Follows]
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Seller: BRANCH BANKING AND TRUST COMPANY, a North Carolina banking corporation and successor in interest to First Federal Bank
By: (SEAL) Xxxxxx X. Xxxx, Xx., Senior Vice President Date: | |
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EXHIBIT A
(Legal Description)
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EXHIBIT B
NORTH CAROLINA SPECIAL WARRANTY DEED
Excise Tax:
Parcel Identifier No.____________________ Verified by ______________ County on the ____ day of _________________, 20__
By: _____________________________________________________________________________________________________
________________________________________________________________________________________________________
Mail/Box to:
This instrument was prepared by: Xxxxx X. Xxxxxx (No Title Search Requested or performed)
Brief description for the Index: _______________________________________________________________________________
THIS DEED made this ____ day of _______________, 20___, by and between
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GRANTOR
BRANCH BANKING AND TRUST COMPANY, a North Carolina banking corporation and successor in interest to X.X. Xxx 0000 Xxxxxxx-Xxxxx, XX 00000 |
GRANTEE |
Enter in appropriate block for each Grantor and Grantee: name, mailing address, and, if appropriate, character of entity, e.g. corporation or partnership. _________________________________________________________________________________________________________
The designation Grantor and Grantee as used herein shall include said parties, their heirs, successors, and assigns, and shall include singular, plural, masculine, feminine or neuter as required by context.
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WITNESSETH, that the Grantor, for a valuable consideration paid by the Grantee, the receipt of which is hereby acknowledged, has and by these presents does sell and convey unto the Grantee in fee simple, all that certain lot or parcel of land situated in the City of ________________, ______________ Township, ____________ County, North Carolina and more particularly described as follows:
See Exhibit “A” attached hereto and incorporated herein by reference (the “Property”).
BY ACCEPTANCE OF THIS DEED, GRANTEE ACKNOWLEDGES THAT GRANTOR HAS NOT MADE, DOES NOT MAKE, AND HEREBY DISCLAIMS ANY AND ALL REPRESENTATIONS, WARRANTIES, PROMISES, COVENANTS, AGREEMENTS OR GUARANTIES OF ANY KIND OR CHARACTER WHATSOEVER, WHETHER EXPRESS OR IMPLIED, ORAL OR WRITTEN, PAST, PRESENT OR FUTURE, OF, AS TO, CONCERNING OR WITH RESPECT TO (I) THE VALUE, NATURE, QUALITY OR CONDITION OF THE PROPERTY; (II) THE INCOME TO BE DERIVED FROM THE PROPERTY; (III) THE SUITABILITY OF THE PROPERTY FOR ANY AND ALL ACTIVITIES AND USES WHICH GRANTEE MAY CONDUCT THEREON; (IV) THE COMPLIANCE OF OR BY THE PROPERTY OR ITS OPERATION WITH ANY LAWS, RULES, ORDINANCES OR REGULATIONS OF ANY APPLICABLE GOVERNMENTAL AUTHORITY OR BODY; (V) THE HABITABILITY, MERCHANTABILITY, MARKETABILITY, PROFITABILITY OR FITNESS FOR A PARTICULAR PURPOSE OF THE PROPERTY; (VI) THE MANNER OR QUALITY OF THE CONSTRUCTION OR MATERIALS, IF ANY, INCORPORATED INTO THE PROPERTY, OR (VII) ANY OTHER MATTER WITH RESPECT TO THE PROPERTY, AND SPECIFICALLY, THAT GRANTOR HAS NOT MADE, DOES NOT MAKE AND SPECIFICALLY DISCLAIMS ANY REPRESENTATIONS REGARDING COMPLIANCE WITH ANY ENVIRONMENTAL PROTECTION, POLLUTION OR LAND USE, LAWS, RULES, REGULATIONS, ORDERS OR REQUIREMENTS, INCLUDING THE DISPOSAL OR EXISTENCE, IN OR ON THE PROPERTY, OF ANY HAZARDOUS MATERIALS AS DEFINED BY LOCAL, STATE OR FEDERAL AGENCIES, LAWS AND REGULATIONS RELATING TO HAZARDOUS SUBSTANCES, TOXIC WASTES AND UNDERGROUND STORAGE TANKS. GRANTEE ACKNOWLEDGES THAT NO SUCH REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, HAVE BEEN MADE, EXCEPT FOR THE WARRANTY OF TITLE EXPRESSLY SET FORTH IN THIS DEED.
Grantee acknowledges and agrees that the Property is conveyed subject to the following use restriction: From the date of the recording of this Deed and continuing for a period of six (6) months, Grantee, its successors, assigns, tenants and all others with an interest in the Property shall not operate, sell, lease or allow the operation, sale or lease of the Property as or for a Banking Use (the “Use Restriction”). For purposes of the Use Restriction, a Banking Use shall mean a state and/or national bank, national or regional savings bank, national or regional branch banking facility, federally insured credit union, automated teller machine associated with the foregoing (“ATM”), and/or federally chartered savings and loan institution. The Use Restriction shall run with and bind title to the Property for such six (6) month period and the Grantee, its successors, assigns, tenants and all others with an interest in the Property shall incorporate the Use Restriction by reference in any conveyance or leasehold estate of all or any portion of the Property.
The Property was acquired by Grantor by instrument recorded in Book _____ page _____.
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All or a portion of the Property herein conveyed ___ includes or ___ does not include the primary residence of a Grantor.
A map showing the Property is recorded in Plat Book _____ page _____.
TO HAVE AND TO HOLD the aforesaid lot or parcel of land and all privileges and appurtenances thereto belonging to the Grantee in fee simple.
And the Grantor covenants with the Grantee, that Grantor has done nothing to impair such title as Grantor received, and Grantor will warrant and defend the title against the lawful claims of all persons claiming by, under or through Grantor only, other than the following exceptions:
Ad valorem property taxes for the current and subsequent years (prorated through the date of Closing), easements, rights of way, restrictions and conditions of record and matters visible from an inspection of the Property or reflected on an accurate survey of the Property, any local, county, state, or federal laws, ordinances or regulations relating to zoning, environment, subdivision, occupancy, use, construction or development of the Property, including existing violations of said laws, ordinances or regulations
BRANCH BANKING AND TRUST COMPANY, a
North Carolina banking corporation and successor in
interest to _________________________________
By: _________________________________ (SEAL)
Xxxxxxx X. Xxxx, Senior Vice President
[NOTARY ON FOLLOWING PAGE]
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__________________________________________________________________________________________
State of North Carolina - County of Forsyth
I, the undersigned Notary Public of the County of Forsyth and State aforesaid, certify that __________________________ personally came before me this day and acknowledged that he/she is the _________________________ of Branch Banking and Trust Company, a North Carolina banking corporation and successor in interest to ___________________________, and that by authority duly given and as the act of such entity, he/she signed the foregoing instrument in its name on its behalf as its act and deed. Witness my hand and Notarial stamp or seal, this _____ day of _______________________, 20__.
My Commission Expires: _____________
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EXHIBIT C
| NORTH CAROLINA | ) | |
| ) | OWNER’S AFFIDAVIT | |
| FORSYTH COUNTY | ) |
On this ________ day of __________________, 20__, before me personally appeared ______________________________, ____________________________ of Branch Banking and Trust Company, a North Carolina banking corporation and successor in interest to _____________________ (the “Company”), owner of the property hereinafter described, to me personally known, who, being duly sworn on his/her oath, does say, for and on behalf of said Company, that the Company is the owner of the property hereinafter described and that at no time within 180 days of the date hereof, no person(s), firms(s), and/or corporation(s) have furnished any services, labor, or materials, or placed materials on the hereinafter described property by reason of any act of Company, which have been used, or to be used, in any construction or repair of any improvements located thereon, and that the Company has not taken any action resulting in any mechanics' or materialmen's liens against said property and, to the best of Company's knowledge, there are no claims outstanding which would entitle the holder thereof to claim a lien against the property.
Further, that there are no financing statements, chattel mortgages, conditional bills of sale or retention of title agreements imposed against the property by the Company affecting any fixture or any cabinets, mantels, awnings, doors or windows or screens therefor or any plumbing, lighting, heating, cooking, refrigeration, ventilating or air conditioning equipment or apparatus used separately or in combination as packaged units or installations in connection with the improvements located on the hereinafter described property, and
That this affidavit is made for the purpose of having _______________________ issue its policy or policies insuring the title to said property without exception to claim(s) of mechanics or materialmen, and/or laborers, and said Company does hereby agree to indemnify and hold _____________________________ harmless of and from any and all loss, cost, damage and expense of every kind, including attorney's fees, which said ____________________________ shall or may suffer or incur or become liable for under its said policy or policies arising, directly or indirectly, out of any improvements, repairs, or other construction by or at the request of Company on the property hereafter described or on account of any such mechanics' or materialmen's lien or liens or claim or claims.
The real estate improvements referred to herein are situated in the County of ___________, Commonwealth of Pennsylvania, and are briefly described as:
SEE EXHIBIT A ATTACHED HERETO AND INCORPORATED
HEREIN BY REFERENCE.
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IN TESTIMONY WHEREOF, the said ________________________________, _____________________________________ of Branch Banking and Trust Company, a North Carolina banking corporation, has caused this instrument to be executed on the day and year first above written on behalf of the Company.
BRANCH BANKING AND TRUST COMPANY,
a North Carolina banking corporation and
successor in interest to ____________________
By: ________________________________ (SEAL)
Xxxxxxx X. Xxxx, Xxxxxx Xxxx Xxxxxxxxx
Xxxxxxx Xxxxxx, Xxxxx Xxxxxxxx
Signed and sworn to before me this day by ______________________, _______________________ of Branch Banking and Trust Company, a North Carolina banking corporation.
| Date: ______________________ | ____________________________________ |
| Official Signature of Notary |
Printed Name: ___________________, Notary Public
My Commission Expires: _______________________
(Official Seal)
