HARMLESS FROM AND AGAINST ANY AND ALL CLAIMS IN CONNECTION WITH THE
LEASES FIRST ARISING, AND RELATING SOLELY TO THE PERIOD, FROM AND AFTER THE
CLOSE OF ESCROW.
3.4
ASSIGNOR SHALL INDEMNIFY, DEFEND AND HOLD
ASSIGNEE HARMLESS FROM AND AGAINST ANY AND ALL CLAIMS IN CONNECTION WITH THE
LEASES FIRST ARISING, AND RELATING SOLELY TO THE PERIOD, BEFORE THE CLOSE OF
ESCROW.
4.
MISCELLANEOUS.
4.1
AGREEMENT.
AS SET FORTH IN THE AGREEMENT,
WHICH PROVISIONS ARE HEREBY INCORPORATED BY THIS REFERENCE AS IF HEREIN SET OUT
IN FULL, THE LEASES ARE CONVEYED BY SELLER AND ACCEPTED BY PURCHASER AS IS,
WHERE IS, AND WITHOUT ANY REPRESENTATIONS OR WARRANTIES OF WHATSOEVER NATURE,
EXPRESS OR IMPLIED, EXCEPT AS EXPRESSLY SET FORTH IN THE AGREEMENT, IT BEING THE
INTENTION OF SELLER AND PURCHASER EXPRESSLY TO NEGATE AND EXCLUDE ALL
WARRANTIES, INCLUDING WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF
MERCHANTABILITY AND FITNESS FOR ANY PARTICULAR PURPOSE, WARRANTIES CREATED BY
ANY AFFIRMATION OF FACT OR PROMISE OR BY ANY DESCRIPTION OF THE PROPERTY
CONVEYED HEREUNDER, AND ALL OTHER REPRESENTATIONS AND WARRANTIES WHATSOEVER
CONTAINED IN OR CREATED BY THE UNIFORM COMMERCIAL CODE OF THE STATE OR STATES
WHERE THE REAL PROPERTY IS LOCATED.
4.2
AMENDMENTS IN WRITING.
NO AMENDMENT OR
MODIFICATION OF THIS ASSIGNMENT SHALL BE VALID UNLESS THE AMENDMENT OR
MODIFICATION IS IN WRITING AND SIGNED BY ASSIGNOR AND ASSIGNEE.
4.3
SUCCESSORS AND ASSIGNS.
THIS ASSIGNMENT
SHALL INURE TO THE BENEFIT OF, AND BE BINDING UPON, THE SUCCESSORS AND ASSIGNS
OF THE PARTIES HERETO.
4.4
COUNTERPARTS.
THIS ASSIGNMENT MAY BE
EXECUTED IN ONE OR MORE DUPLICATE COUNTERPARTS, EACH OF WHICH SHALL BE DEEMED AN
ORIGINAL, BUT ALL OF WHICH, WHEN TAKEN TOGETHER, SHALL CONSTITUTE ONE AND THE
SAME INSTRUMENT.
IN WITNESS WHEREOF, Assignor and Assignee have entered into this Assignment
effective as of the date first set forth above.
"ASSIGNOR"
By:
Name:
Its:
By:
Name:
Its:
"ASSIGNEE"
By:
Name:
Its:
By:
Name:
Its:
SCHEDULE I to EXHIBIT "C"
Leases
EXHIBIT "D"
Bill of Sale and Assignment Agreement
BILL OF SALE AND ASSIGNMENT AGREEMENT
1.
IDENTIFICATION AND PARTIES.
THIS BILL
OF SALE AND ASSIGNMENT AGREEMENT ("BILL OF SALE") IS MADE AND ENTERED INTO THIS
DAY OF
, 2008 BY
("SELLER"), IN FAVOR OF
("BUYER").
2.
RECITALS.
2.1
SELLER AND BUYER ARE PARTIES TO THAT CERTAIN
AGREEMENT OF PURCHASE AND SALE OF REAL PROPERTY AND JOINT ESCROW INSTRUCTIONS
DATED MAY
, 2008 ("AGREEMENT") WHEREBY SELLER, AS SELLER, AGREED TO SELL
TO BUYER, AS BUYER, THE PROPERTY (AS DEFINED IN THE AGREEMENT).
ALL UNDEFINED
TERMS USED WITH INITIAL CAPITAL LETTERS HEREIN SHALL HAVE THE SAME DEFINITIONS
AS SET FORTH IN THE AGREEMENT.
2.2
THE AGREEMENT REQUIRES THE EXECUTION AND
DELIVERY OF THIS BILL OF SALE IN ORDER TO TRANSFER AND ASSIGN TO BUYER ALL
RIGHT, TITLE AND INTEREST OF SELLER IN AND TO ALL TANGIBLE AND INTANGIBLE
PERSONAL PROPERTY ASSOCIATED WITH THE PROPERTY.
For good and valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, and in order to consummate the transaction contemplated