Facility (collectively, the "Subject Property").
THE SELLER HEREBY WARRANTS TO THE PURCHASER THAT THE SELLER IS THE LAWFUL OWNER
OF THE SUBJECT PROPERTY AND THE SUBJECT PROPERTY IS FREE AND CLEAR FROM THE
RIGHTS AND CLAIMS OF OTHERS, BUT MAKES NO OTHER REPRESENTATION OR WARRANTY WITH
RESPECT TO THE SUBJECT PROPERTY, EXCEPT TO THE EXTENT SET FORTH IN THE PURCHASE
AGREEMENT.
WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, THE SELLER MAKES
NO WARRANTY OF MERCHANTABILITY OR FITNESS FOR ANY PURPOSE WITH RESPECT TO THE
SUBJECT PROPERTY, AND THE SAME IS SOLD IN AN "AS IS, WHERE IS" CONDITION, WITH
ALL FAULTS AND THAT THERE ARE NO REPRESENTATIONS OR WARRANTIES, EXPRESSED OR
IMPLIED, EXCEPT TO THE EXTENT SET FORTH IN THIS BILL OF SALE OR THE PURCHASE
AGREEMENT.
TO HAVE AND TO HOLD the Subject Property unto the Purchaser, its successors and
assigns forever.
This Bill of Sale shall be governed by, and construed in accordance with, the
laws of the State of Indiana.
Exhibit C - Page 1
IN WITNESS WHEREOF, this Bill of Sale has been duly executed as a sealed
instrument effective as of
, 2011.
,
a
By:
Name:
Its:
Exhibit C - Page 2
EXHIBIT D
FORM OF FIRPTA CERTIFICATE
(See attached copy.)
CERTIFICATION OF NON-FOREIGN STATUS
Section 1445 of the Internal Revenue Code provides that a transferee of a United
States real property interest must withhold tax if the transferor is a foreign
person.
To inform [·], the transferee of a U.S. real property interest (the
"Transferee"), that withholding of tax is not required upon the disposition of
such U.S. real property interest by [·], the transferor of a U.S. real property
interest (the "Transferor"), the undersigned hereby certifies the following on
behalf of the Transferor:
1.
The Transferor 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);
2.
The Transferor is not a disregarded
entity as defined in §1.1445-2(b)(2)(iii) of the Income Tax Regulations;
3.
The Transferor's U.S. taxpayer
identification number is [•]; and
4.
The Transferor's address is:
The 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 penalties of perjury, the undersigned declares that he/she has examined
this certification and, to the best of his/her knowledge and belief, it is true,
correct and complete, and he/she further declares that he/she has the authority
to sign this document on behalf of Transferor.
,
an Indiana [limited liability company][limited liability partnership]
By:
Name:
Its:
Date: [·], 2011