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Home My WebLink AboutACKNOWLEDGES AND AGREEMENTS EDWARD J COLEMAN MILITARY SYSTEMS COMPANY ACKNOWLEDGMENTS AND AGREEMENTS PURCHASER: COUNTY BOARD OF EDUCATION OF RICHMOND COUNTY AND AUGUST A, GEORGIA SELLER: EDWARD J. COLEMAN, III, TRUSTEE FOR CHAPTER 7 ESTATE OF COMMERCIAL AND MILITARY SYSTEMS COMPANY INC., UNITED STATES BANKRUPTCY COURT FOR THE SOUTHERN DISTRICT OF GEORGIA, CASE # 04-13301-LWD SETTLEMENT AGENT: FLETCHER, HARLEY & FLETCHER, L.L.P. PROPERTY ADDRESS: 2950 MIKE PADGETT HIGHWAY, AUGUSTA, GEORGIA (84.26 ACRES AND 5.92 ACRES) CLOSING DATE: JULY 17,2009 FOR AND IN CONSIDERA TION OF THE CONSUMMA TION OF THE ABOVE-REFERENCED TRANSACTION, THE UNDERSIGNED HEREBY UNDERSTAND, ACKNOWLEDGE AND AGREE AS FOLLOWS: APPROVAL OF DOCUMENTS: Purchaser and Seller acknowledge that each has received, reviewed and approved the entries appearing on the Settlement Statement, and each acknowledges receipt of a copy of same. Seller acknowledges receipt and payment in full of the proceeds due Seller from the settlement. ACCEPTANCE OF CHECKS: Buyer, Seller and all other parties to this transaction, including those receiving real estate brokerage commissions, acknowledge that all checks issued by the Settlement Agent are subject to all checks, sight drafts and other instruments accepted by such attorney in payment of amounts due under the attached closing/settlement statement being honored for payment by the institution on which instruments are drawn. PRORATIONS: If the proration of taxes and assessments was made based on estimated amounts prior to the receipt of current actual bills, Purchaser and Seller agree to adjust the proration shown on the settlement Statement between themselves when current actual bills are received. NOTICE OF REPRESENTATION AND NATURE OF SETTLEMENT SERVICES: Notwithstanding that either party may have paid the attorney settlement fees to FLETCHER, HARLEY & FLETCHER, both Seller and Purchaser hereto acknowledge and agree that FLETCHER, HARLEY & FLETCHER has only represented the Purchaser in this transaction. Although both Seller and Purchaser derive benefit from the services performed by the Settlement Agent, such services are rendered in order to meet the requirements of the title insurance underwriter and to facilitate the issuance of policies insuring title to the Property. Without limiting the foregoing, Purchaser and Seller acknowledge that in passing upon questions of title, including the contents of any property restrictions, only the Purchaser's legal position was considered. COMPLIANCE AGREEMENT. Purchaser and Seller hereby agree to cooperate promptly and fully with Settlement Agent in the re-execution, correction, and/or completion of documentation, and/or the payment of additional monies, which may be required in connection with this transaction as a result of omissions, errors (clerical, math, or other), or other causes, or as may be otherwise required to correctly reflect the terms of said transaction and to complete the payment of funds owed in connection therewith, if same is deemed necessary or desirable by Settlement Agent. Seller and Purchaser understand and acknowledge that this may require not only the correction or re-execution of closing documents but also the execution of additional documents not originally signed at closing. Seller and Purchaser further agree that if for any reason the funds collected at closing shall be insufficient to pay in full all taxes, liens, encumbrances, and other charges and fees owed in connection with this transaction (including without limitation any shortages arising from the refusal of a creditor receiving a payoff to accept the amount tendered), then the party obligated to make such payment shall, immediately upon demand by Settlement Agent, remit in cash all additional sums as may be required to satisfY such obligations. The agreements made herein include, without limitation, the obligation to fully cooperate and adjust for clerical errors any and all closing documentation. The purchase of the property is an "As Is" purchase, the Purchaser accepts the subject property as of the date of closing in its "as is" condition. Purchaser is aware that no warranties or representations whatsoever are made by the Seller or the real estate agents regarding the condition of the property. Purchaser has had the opportunity to inspect the property and if any matters have been of concern to it, Purchaser has had an opportunity to seek advice regarding them. The parties acknowledge that this transaction was authorized by the United States Bankruptcy Court in its Amended Order dated July 7, 2009, and that the parties were bound by the terms of said Order in this transaction. Therefore, if there is any conflict between said Order and this document, said Order shall take precedence. PI TRrI-lA<;:J:;R. d AUGUSTA'(lEO GIA ~/-4 By: ~- DA VID . COPE Attest: L ~NN' 1 ERK OF COMMISSION ..,;!'. ., .~ r., ., A V>:" ~ ~~. "". -\.- - "'U-, 'H. ; . .,.rs-;l1,;t60Bf,)O ~~11 ~l~ ;,. .,oJ.f}' 0"'<;;11 ""1\ 0 #' .." "'. "~ &~ i:J :/ ..~ '(-:) \;l jII . " P" 4) ~(;j1o :::~tlJ ~t:rj%.~ rJ~{~'J '" () ~ ",'.., ? 0;'; r~ ~rj .~ ~ :4 :; _~y !_~j V"~'l " ., I_,,~ '/ ~& s.. " ~; . ".' ;'; " '7 t.~ ,(i1 .r.) t,,,~ r~,b u~"'*. ^' ~,.;)t$\oit~.\~:?.:-::;r ~'k.. '.':<6v;a; t(f-.:;!b . '.\ ~~~.:;,;I '!ill. ,>' -." 'd ~ l f.L Ll 0 ~>"-l::";'''' ~\ '\4 'ttL't'~~'!,l~::,:.:.""t~'-..!" REQUEST FOR TAXPAYER IDENTIFICATION NUMBER AND CERTIFICATIONS MADE IN CONNECTION WITH A REAL ESTATE TRANSACTION Transferor: EDWARD J. COLEMAN, III, TRUSTEE FOR CHAPTER 7 ESTATE OF COMMERCIAL AND MILITARY SYSTEMS COMPANY INC., UNITED STATES BANKRUPTCY COURT FOR THE SOUTHERN DISTRICT OF GEORGIA, CASE # 04-13301-LWD COUNTY BOARD OF EDUCATION OF RICHMOND COUNTY AND AUGUSTA- GEORGIA 2950 MIKE PADGETT HIGHWAY, AUGUSTA, GEORGIA (84.92 ACRES AND 5.92 ACRES) JULY 17,2009 FLETCHER, HARLEY & FLETCHER, L.L.P. $3,300,000.00 Transferee: Property: Closing Date: Settlement Agent: Sales Price: TRANSFEROR: You are required by law to provide the Settlement Agent with your correct taxpayer identification numbers (TIN). If you do not provide your correct taxpayer identification numbers, you may be subject to civil or criminal penalties imposed by law. Each Transferor hereby certifies that the number reflected beside his/her/its name is the correct United States taxpayer identification number (TIN) for such transferor. COMMERCIAL MILITARY SYSTEMS COMPANY, INe. EIN: Transferor makes the following certification as to information reporting requirements related to the transaction described herein (initial the statement which applies; statements not initialed are of no force or effect): Transferor has provided to Settlement Agent a certification that no 1099-S reporting is required on the within sale or conveyance of Transferor's principal residence. _X_Transferor certifies that 1099-S reporting is not required on the within transaction because Transferor is a valid corporation in good standing in the State of Georgia. Transferor has received from Settlement Agent a 1099-S form reflecting gross proceeds and other information about this transaction, which information will be provided to the Internal Revenue Service (if the Transferor consists of more than one person and such persons are not husband and wife, then Transferor certifies that each Transferor has received a 1099-S form reflecting that portion ofthe gross proceeds attributable to such Transferor). Transferor and Transferee acknowledge and certifY that they are aware of the provisions of the Deficit Reduction Act of 1984 (hereinafter referred to as the "Act"). and the I.R.S. Regulations implementing the Act, providing that a transferee of a U.S. real property interest must withhold tax if the transferor is a foreign person or entity. Transferor or Transferee makes the following certification as to federal withholding tax requirements related to the transaction described herein (initial the statement which applies; the statement not initialed is of no force or effect): _X_Transferor certifies to the Transferee that Transferor is exempt from the Act for one of the following reasons: (a) Transferor is not a foreign person, nonresident alien, foreign corporation, foreign partnership, foreign trust or foreign estate (as those terms are defined in the Internal Revenue Code and Income Tax Regulations); or (b) Transferor is a nonpublicly traded domestic corporation which is not a "U.S. real property holding corporation." If the above statement does not apply to the within transaction, then Transferee certifies that this transaction is not subject to the provisions of the Act for one of the following reasons: (a) Transferee has received a qualifYing statement issued by the Secretary of the Treasury stating that no withholding is due on this transaction; or (b) Transferee has acquired the subject property for use as a residence, with definite plans to reside therein for at least one-half (1/2) of the time it is in use during the next two (2) years, and the amount realized for the property does not exceed Three Hundred Thousand Dollars ($300,000.00). Under penalties of perjury, Transferor and Transferee swear that their respective certifications made herein are true, correct and complete. Further, Transferor and Transferee understand that these certifications may be disclosed to the Internal Revenue Service and that any false statement made herein could be punished by fine, imprisonment, or both. TRANSFEREE COUNTY BOARD OF EDUCATION OF RICHMOND COUNTY, GEORGIA TRANSFEROR EDWARD J. COLEMAN, III, TRUSTEE FOR CHAPTER 7 ESTATE OF COMMERCIAL MILITARY SYSTEMS COMPANY, INC., UNITED STATES BANKRUPTCY COURT FOR THE SOUTHERN DIST CT OF GEORGIA BY'~~~ M IUON BARNES, AS RESIDENT if By: '" ~ .....~,' ,~., ,t" ~.,~. . t, Sw ~ and subscribed before me this :aD day ofJUL Y, 2009. i7{2~( IJ mf}A.at~ Notary P . c .. ",: Notary Public, Columbia County, Georgia My Commission Expires Ju!y 27, 2010 SELLER'S AFFIDAVIT REGARDING GEORGIA RESIDENCY AND WITHHOLDING TAX The undersigned parties are on 17TH day of JULY, 2009, selling and purchasing real property (the "Property") known as 2950 MIKE P ADGETT HIGHWAY, AUGUSTA, GA (84.26 ACRES AND 5.92 ACRES), and they understand and acknowledge that the provisions of D.C.G.A. Section 48-7-128 (the "Act") make the purchaser personally liable for withholding and remitting to the Georgia Department of Revenue a withholding tax equal to three percent (3%) of the purchase price of the Property if the Property is sold by a "nonresident of Georgia" (as defined in the Act), unless the Seller of the Property is exempt from withholding pursuant to the provisions of the Act. Seller herewith provides to the Purchaser an affidavit to show that the Seller is not subject to withholding tax. TRANSFEREE COUNTY BOARD OF EDUCA nON OF RICHMOND COUNTY, GEORGIA TRANSFEROR EDWARD J. COLEMAN, III, TRUSTEE FOR CHAPTER 7 ESTATE OF COMMERCIAL MILITARY SYSTEMS COMPANY, INC., UNITED STATES BANKRUPTCY COURT FOR THE SOUTHERN DIST CT OF GEORGIA BY,!t~?~ M RlON BARNES, AS PRESIDENT Att'~~~ ANA T. BEDDEN, AS SECRET Attest: Seller is exempt from withholding on the sale of property because; Seller is a resident of Georgia. Seller is a Georgia Corporation. (See Annual Registration History attached hereto and made a part hereof). EDWARD J. COLEMAN. III, TRUSTEE FOR CHAPTER 7 ESTATE OF COMMERCIAL MILITARY SYSTEMS COMPANY, INC., UNITED STATES BANKRUPTCY COURT FOR THE SOUTHERN DIST TOE lA, CASE # 04-1330I-LWD