NON-IMPUTATION AFFIDAVIT Title No.
STATE OF NEW YORK :
COUNTY OF __________ :
__________ (“Deponent”), being duly sworn, deposes and says:
Deponent is a current member of __________, LLC, a __________ limited liability company (hereinafter referred to each as an "Owning Entity" or collectively as the "Owning Entities"), which own certain properties (hereinafter referred to each as a "Property" or collectively as the "Properties") as listed next to the name of each Owning Entity on Schedule A annexed to this Affidavit;
- Deponent is familiar with the facts set forth herein and makes this Affidavit to induce the Stewart Title Insurance Company (hereinafter referred to as "Stewart Title") to issue an Owner’s policy of title insurance under title number __________ insuring title to the Properties into __________ LLC (hereinafter referred to as the "Insured") with non-imputation endorsements (in those states wherein such an endorsement may be afforded) for the purposes of providing certain assurances under said Owner policies in order that Stewart Title would not deny liability under those policies by virtue of the imputation of knowledge by operation of law from me as a member of an Owning Entity or as an officer of an Owning Entity.
- No Owning Entity has executed and delivered any unrecorded deed, land contract, lease (except for those leases disclosed on Schedule B annexed to this Affidavit), option to purchase or other agreement or instrument adversely affecting title to any Property and no Owning Entity has otherwise created any encumbrance or other adverse interest in and to any Property, except in each case as disclosed or referred to herein or in the title reports (hereinafter referred to as the "Title Reports") identified on Schedule A hereto issued by Stewart Title with respect to the Properties.
- No claims have been asserted by third parties against the Properties which claims have not been satisfied, except as disclosed or referred to herein or in the Title Reports.
- There are no material judgments, decrees or orders of any court or of any officer thereof for the payment of moneys against an Owning Entity, unsatisfied or not, in any of the courts or before any officer of the United States, or any suit or proceeding now pending anywhere, which in any case would materially adversely affect an Owning Entity or any Property; no proceeding in bankruptcy and no assignment for the benefit of creditors has ever been instituted or made by or against an Owning Entity or against a general partner of an owning Entity.
- All contractors, subcontractors, mechanicsmen, materialmen and other persons that have performed work, furnished material or performed services on the Properties on behalf of, or with the consent of, the Owning Entities during the __________ month period prior to the date hereof have been paid.
- Each Owning Entity is financially solvent as of the date hereof.
- Deponent acknowledges that he has read the forgoing and understands the legal aspects if any misrepresentation or untrue statement is made herein and that Deponent will indemnify and hold harmless Stewart Title against any liability occasioned by reason of its reliance on this Affidavit in the event of any misrepresentation or untrue statement contained herein.
Sworn to before me this
______ day of _______, 20___