rights and
appurtenances thereto in anywise belonging unto Grantee, Grantee's successors
and assigns forever; and Grantor does hereby bind itself and its successors and
assigns to WARRANT and FOREVER DEFEND all and singular the said Property unto
Grantee, Grantee's successors and assigns, against every person whomsoever
lawfully claiming or to claim the same or any part thereof by, through or under
Grantor, but not otherwise, subject to the Permitted Encumbrances.
[INCORPORATE PROVISIONS OF SECTION 5.1 OF AGREEMENT]
Grantee hereby assumes the payment of all unpaid real property taxes and
assessments and all special assessments of whatever kind and character affecting
the Property for the current year and subsequent years and other items conveyed
hereunder and Grantee agrees to indemnify and hold harmless Grantor from any an
all claims and liability for the payment thereof.
EXECUTED this
day of
, 2007.
GRANTOR:
By:
Name:
Title:
(ADD PROPER ACKNOWLEDGEMENTS)
23
EXHIBIT "D"
BILL OF SALE AND ASSIGNMENT
STATE OF TEXAS
§
§
KNOW ALL MEN BY THESE PRESENTS:
COUNTY OF TAYLOR
§
That
("Grantor"), for and in consideration of Ten and No/100 Dollars ($10.00)
and other good and valuable consideration to Grantor in hand paid by
("Grantee"), the receipt of which is hereby acknowledged, has BARGAINED, SOLD
and DELIVERED, and by these presents does BARGAIN, SELL and DELIVER, unto the
said Grantee all of the following described personal property in Taylor County,
Texas (the "Personal Property"), to wit:
All fixtures, furniture, carpeting, draperies, appliances, furnishings,
equipment, machinery, inventory, supplies and other items of tangible personal
property owned by Grantor and affixed, attached to, located on or about and used
exclusively in connection with the ownership, operation, and maintenance of the
real property (the "Real Property") situated in Taylor County, Texas, being more
particularly described in Exhibit "A" attached hereto and made a part hereof for
all proposes and improvements thereon, along with all of Grantor's right, title
and interest in all intangible personal property pertaining to the Real
Property.
TO HAVE AND TO HOLD the aforesaid property unto Grantee, its successors and
assigns forever.
Grantor hereby assigns to Grantee, and Grantee hereby agrees to assume and
perform all obligations accruing under the maintenance, service and supply
contracts (the "Contracts") listed on Exhibit "B" attached hereto and made a
part hereof from and after the date hereof, and Grantee does hereby agree to
indemnify and hold Grantor harmless of and from all such obligations accruing
from and after the date hereof.
UPON SALE AND ASSIGNMENT OF THE PERSONAL PROPERTY AND CONTRACTS, GRANTOR
SPECIFICALLY DISCLAIMS ANY WARRANTY, GUARANTY OR REPRESENTATION, ORAL OR
WRITTEN, PAST, PRESENT OR FUTURE OF, AS TO, OR CONCERNING THE NATURE OR
CONDITION OF THE PERSONAL PROPERTY OR CONTRACTS OR THE SUITABILITY THEREOF FOR
ANY AND ALL ACTIVITIES AND USES WHICH GRANTEE MAY ELECT TO CONDUCT
THEREWITH.
THE SALE AND ASSIGNMENT OF THE PERSONAL PROPERTY AND CONTRACTS TO
GRANTEE IS MADE IN ITS PRESENT CONDITION ON AN "AS IS", "WHERE IS" AND "WITH ALL
FAULTS" BASIS, AND GRANTEE BY ACCEPTANCE