by Special Warranty Deed (the "Deed"), those certain tracts of
land more particularly described on Exhibit A attached to the Deed and made a
part thereof for all purposes (the "Property"). Unless otherwise defined herein,
all initially capitalized terms shall have the respective meanings ascribed to
such terms in that certain Purchase Agreement dated
,
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, by and between Assignor and Assignee with respect to the
conveyance of the Property.
It is the desire of Assignor hereby to assign, sell and deliver to Assignee,
subject, however, to those certain matters more particularly described on
Exhibit B attached to the Deed thereto and made a part thereof for all purposes
(collectively, the "Permitted Encumbrances"), all Improvements, Personal
Property, and Intangible Property, including, without limitation, those items
more particularly described on Exhibit A attached hereto and made a part hereof
for all purposes (collectively, the "Assigned Properties"); provided, however,
the Assigned Properties shall not be deemed to include, Assignee shall have no
liability under, and Assignor shall remain solely liable and responsible for,
the contracts and other matters set forth on Exhibit B attached hereto and made
a part hereof for all purposes (collectively, the "Non-Assigned Properties").
NOW, THEREFORE, in consideration of the receipt of Ten and No/100 Dollars
($10.00) and other good and valuable consideration, in hand paid by Assignee to
Assignor, the receipt and sufficiency of which are hereby acknowledged and
confessed by Assignor, Assignor does hereby ASSIGN, SELL and DELIVER to
Assignee, its successors, legal representatives and assigns, subject to the
Permitted Encumbrances, all of Assignor's right, title and interest in and to
the Assigned Properties.
TO HAVE AND TO HOLD the Assigned Properties, together with any and all rights
and appurtenance thereto in anywise belonging to Assignor unto Assignee, its
successors and assigns FOREVER, and Assignor does hereby bind itself and its
successors to WARRANT AND FOREVER DEFEND all and singular the Assigned
Properties, subject to the Permitted Encumbrances, unto Assignee, its successors
and assigns, against every person lawfully claiming or to claim the same or any
part thereof by, through or under Assignor, but not otherwise. Assignee, by its
acceptance hereof, hereby assumes all obligations of Assignor arising with
respect to the Assigned Properties from and after the date hereof, but not
otherwise.
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Assignor indemnifies Assignee from any claims applicable to the Assigned
Properties with respect to the period prior to the date hereof. Assignee
indemnifies Assignor from any claims applicable to the Assigned Properties with
respect to the period from and after the date hereof.
WITH THE EXCEPTION OF THE WARRANTIES OF TITLE, ASSIGNOR HAS MADE NO AFFIRMATION
OF FACT OR PROMISE RELATING TO THE ASSIGNED PROPERTIES THAT HAS BECOME ANY BASIS
OF THIS BARGAIN, AND FURTHER, ASSIGNOR HAS MADE NO AFFIRMATION OF FACT OR
PROMISE RELATING TO THE ASSIGNED PROPERTIES THAT WOULD CONFORM TO ANY SUCH
AFFIRMATION OR PROMISE. ASSIGNOR DISCLAIMS ANY WARRANTY OF FITNESS FOR ANY
PARTICULAR PURPOSE WHATEVER WITH RESPECT TO THE ASSIGNED PROPERTIES. THE
ASSIGNED PROPERTIES ARE