the full value of the property.
IND EAST VILLAGE SD HOLDINGS, LLC,
a Delaware limited liability company
By:
Name:
Title:
Purchase Agreement Exhibits
4
EXHIBIT C
Bill of Sale
THIS BILL OF SALE is executed as of the
day of
, 2011
by IND EAST VILLAGE SD HOLDINGS, LLC, a Delaware limited liability company
("Seller") and CHSP SAN DIEGO LLC, a Delaware limited liability company
("Purchaser").
W I T N E S S E T H:
WHEREAS, pursuant to that certain Hotel Purchase and Sale Agreement between
Seller and Purchaser dated
, 2011 (the "Purchase Agreement"), as of
the date hereof, Seller has transferred and conveyed to Purchaser certain real
property in San Diego, California and improvements thereon, such real property
being described on Exhibit "A" attached hereto and made a part hereof (the
"Property"); and
WHEREAS, in connection with the transfer of the Property by Seller to Purchaser,
Seller has also agreed to transfer to Purchaser certain personal property
located on the Property;
NOW, THEREFORE, for and in consideration of TEN AND NO/100 ($10.00) DOLLARS and
other good and valuable consideration, the receipt, adequacy, and sufficiency of
which are hereby acknowledged, Seller has GRANTED, QUITCLAIMED, CONVEYED, SOLD,
TRANSFERRED, SET-OVER, and DELIVERED, and by these presents does hereby GRANT,
QUITCLAIM, CONVEY, SELL, TRANSFER, SET-OVER, and DELIVER unto Purchaser, the
Personal Property (as such term is defined and described more particularly
hereinbelow) all and singular, the Personal Property unto Purchaser forever.
EXCEPT AS MAY OTHERWISE BE SET FORTH IN THE PURCHASE AGREEMENT, BUT SUBJECT TO
THE LIABILITY LIMITATION SET FORTH IN PARAGRAPH 14.19 OF THE PURCHASE AGREEMENT,
THE PERSONAL PROPERTY IS CONVEYED ON AN "AS-IS, WHERE-IS" BASIS AND "WITH ALL
FAULTS", WITHOUT ANY REPRESENTATION OR WARRANTY WHATSOEVER. SELLER HEREBY
EXPRESSLY DISCLAIMS ANY WARRANTIES AS TO MERCHANTABILITY AND/OR FITNESS FOR A
PARTICULAR PURPOSE AND ANY OTHER WARRANTIES OR REPRESENTATIONS AS TO THE
PHYSICAL CONDITION OF THE PERSONAL PROPERTY. BY PURCHASER'S ACCEPTANCE OF THIS
BILL OF SALE, PURCHASER ACKNOWLEDGES AND AGREES THAT IT HAS INSPECTED THE
PERSONAL PROPERTY AND (EXCEPT AS OTHERWISE PROVIDED IN THE PURCHASE AGREEMENT)
ACCEPTS THE SAME IN ITS PRESENT CONDITION, "AS-IS", "WHERE-IS" AND "WITH ALL
FAULTS".
As used herein, the term "Personal Property" has the meaning given to such term
in the Purchase Agreement.
This Bill of Sale and the provisions herein contained shall be binding upon and
inure to the benefit of Seller and Purchaser and their respective successors and
assigns.
[SIGNATURE ON FOLLOWING PAGE]
Purchase Agreement Exhibits
1
IN WITNESS WHEREOF, Seller has executed this Bill of Sale as of [
],
2011.
IND EAST VILLAGE SD HOLDINGS, LLC, a Delaware limited liability company By:
Name:
Title:
Purchase Agreement Exhibits
2
EXHIBIT D
Reserved
Purchase Agreement Exhibits
1
EXHIBIT E
General Assignment
THIS GENERAL ASSIGNMENT AGREEMENT (this "Assignment") is made as of
[
], 2011, by
, a
("Seller") and
[
], a [
] ("Purchaser").
RECITALS
A. Seller is the owner of certain property commonly known as the "
"
located in