Signers. Each individual executing and delivering this Assignment
on behalf of Assignor hereby represents and warrants to Assignee that such
individual has been duly authorized and empowered to make such execution and
delivery.
IN WITNESS WHEREOF, Assignor has caused this Assignment to be executed and
delivered by their respective representatives, thereunto duly authorized, as of
the date first above written.
ASSIGNOR:
AEW SBCO SEATTLE, LLC, a Delaware limited liability company
By:
Name:
Title:
ASSIGNEE:
[***Insert Assignee name/jurisdiction/entity]
By:
Name:
Title:
EXHIBIT F TO PURCHASE AND SALE AGREEMENT
Page F-3
[Form of]
TRANSFEROR'S CERTIFICATION OF NON-FOREIGN STATUS
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.
[Use if Seller is a disregarded entity: For U.S. tax purposes (including section
1445), the owner of a disregarded entity (which has legal title to a U.S. real
property interest under local law) will be the transferor of the property and
not the disregarded entity. The disregarded entity is [
]
(the "Disregarded Entity"). [
, a
]
("Transferor"), is the sole owner of the Disregarded Entity. To inform
, a
("Transferee"), that withholding of
tax under Section 1445 of the Internal Revenue Code of 1954, as amended (the
"Code"), will not be required upon the transfer of certain real property to
Transferee by the Disregarded Entity, the undersigned hereby certifies the
following on behalf of Transferor:]
[Use if Seller is not a disregarded entity: To inform
, a
("Transferee"), that withholding of tax under Section 1445
of the Internal Revenue Code of 1954, as amended (the "Code"), will not be
required upon the transfer of certain real property by [
, a
] ("Transferor"), the undersigned hereby certifies the
following on behalf of Transferor:]
1. Transferor is not a foreign corporation, foreign partnership, foreign trust,
or foreign estate (as those terms are defined in the Code and the Income Tax
Regulations promulgated thereunder);
2. Transferor is not a disregarded entity as defined in §1.1445-2(b)(2)(iii);
3. Transferor's U.S. employer identification number is [
];
and
4. Transferor's office address is [
].
Transferor understands that this Certification may be disclosed to the Internal
Revenue Service by Transferee and that any false statement contained herein
could be punished by fine, imprisonment, or both.
Under penalty of perjury the undersigned declares that he or she has examined
this Certification and to the best of his/her knowledge and belief it is true,
correct and complete, and the undersigned further declares that he/she has
authority to sign this document on behalf of Transferor.
EXHIBIT G TO PURCHASE AND SALE AGREEMENT
Page G-1
Dated: ____________ ____, 2010
[
], a
[
]
By:
Name:
Title:
EXHIBIT G TO PURCHASE AND SALE AGREEMENT
G-2
FURTHER EXCEPTIONS
TO
SELLERS' WARRANTIES AND REPRESENTATIONS
The following conditions, events or facts constitute exceptions to Sellers'
Warranties and Representations set forth in Section 5.1 of this Agreement:
NONE.
EXHIBIT H TO PURCHASE AND SALE AGREEMENT