all of Grantor's right, title and
interest in, if any, any other tangible or intangible asset of any kind or
nature primarily used in connection with the ownership or operation of the
Property or the Improvements that is not specifically identified as an Excluded
Asset.
Capitalized terms used but not otherwise defined herein shall have the meanings
ascribed thereto in that certain Purchase and Sale Agreement among Grantor (and
others), as Seller, and Grantee, as Purchaser, with an effective date of January
__, 2006.
TO HAVE AND TO HOLD the Personal Property, Leases, Property Agreements, Plans,
Warranties, Permits, and Intangibles, together with all and singular the rights
and appurtenances thereto in anywise belonging, unto the said Grantee, its
successors and assigns, forever, and Grantor does hereby bind itself and its
successors to WARRANT and FOREVER DEFEND title to the Personal Property, Leases,
Property Agreements, Plans, Warranties, Permits and Intangibles unto said
Grantee, its successors and assigns, against the lawful claims of any and all
persons lawfully claiming or to claim the same or any part thereof.
This transfer is made subject only to the liens, encumbrances, and security
agreements affecting the Project and/or Grantor's interest in the Project set
forth on Exhibit D attached hereto and made a part hereof.
GRANTOR HEREBY SPECIFICALLY DISCLAIMS ANY WARRANTY, GUARANTY OR REPRESENTATION,
ORAL OR WRITTEN, PAST, PRESENT OR FUTURE, OF, AS TO, OR CONCERNING (i) THE
NATURE AND CONDITION OF THE ASSIGNED PROPERTY, INCLUDING WITHOUT LIMITATION, THE
SUITABILITY THEREOF OR COMPLIANCE WITH ALL APPLICABLE LAWS, RULES OR
REGULATIONS; (ii) EXCEPT FOR ANY WARRANTIES OF TITLE CONTAINED IN THIS BILL OF
SALE, THE NATURE AND EXTENT OF ANY LEASE, POSSESSION, LIEN, ENCUMBRANCE,
LICENSE, RESERVATION, CONDITION OR OTHERWISE; AND (iii) THE COMPLIANCE OF THE
ASSIGNED PROPERTY OR ITS OPERATION WITH ANY LAWS, ORDINANCES OR REGULATIONS OF
ANY GOVERNMENTAL OR OTHER BODY. GRANTEE ACKNOWLEDGES THAT IT HAS INSPECTED THE
ASSIGNED PROPERTY AND IS RELYING SOLELY ON ITS OWN INVESTIGATION OF THE ASSIGNED
PROPERTY AND NOT ON ANY INFORMATION PROVIDED OR TO BE PROVIDED BY GRANTOR.
GRANTEE FURTHER ACKNOWLEDGES THAT ITS INFORMATION WITH RESPECT TO THE ASSIGNED
PROPERTY WAS OBTAINED FROM A VARIETY OF SOURCES, AND GRANTOR (x) HAS NOT MADE
ANY INDEPENDENT INVESTIGATION OR VERIFICATION OF SUCH INFORMATION; AND (y) DOES
NOT MAKE ANY REPRESENTATIONS AS TO THE ACCURACY OR COMPLETENESS OF SUCH
INFORMATION. THE SALE OF THE ASSIGNED PROPERTY AS PROVIDED FOR HEREIN IS MADE ON
AN "AS IS," "WHERE IS" BASIS AND "WITH ALL FAULTS", AND GRANTEE EXPRESSLY
ACKNOWLEDGES THAT, IN CONSIDERATION OF THE DEEDS OF GRANTOR HEREIN, EXCEPT AS
OTHERWISE SPECIFIED HEREIN, GRANTOR MAKES NO WARRANTY OR REPRESENTATION, EXPRESS
OR IMPLIED, OR ARISING BY OPERATION OF LAW, INCLUDING, BUT NOT LIMITED TO, ANY
WARRANTY OF CONDITION, HABITABILITY, MERCHANTABILITY, TENANTABILITY OR FITNESS
FOR A PARTICULAR PURPOSE, IN RESPECT OF THE ASSIGNED PROPERTY.
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IN WITNESS WHEREOF, Grantor has executed this Bill of Sale and Assignment as of
the _____ day of ___________, 20__.
GRANTOR:
___________________________________ ,
a _______________________