encumbrances set forth in
Exhibit "B" hereto, to the extent the same are valid and subsisting and affect
the Assigned Properties (the "Permitted Encumbrances").
TO HAVE AND TO HOLD the Assigned Properties unto Assignee, and Assignee's
successors and assigns forever, and Assignor does hereby bind Assignor, and
Assignor's successors and assigns, to WARRANT and FOREVER DEFEND, all and
singular the Assigned Properties unto Assignee, and Assignee's successors and
assigns, against every person whomsoever lawfully claiming or to claim the same,
or any part thereof, by, through or under Assignor, but not otherwise; subject,
however, to the Permitted Encumbrances.
Assignor hereby represents, warrants, covenants and agrees with Assignee
that Assignor is the owner of the personal property described on Exhibit "C"
attached hereto and incorporated by reference, which personal property is free
and clear of any and all liens, security interests or encumbrances, except as
described on Exhibit "B" attached hereto and incorporated herein by reference.
EXCEPT AS OTHERWISE PROVIDED IN THE AGREEMENT, ASSIGNEE TAKES THE ASSIGNED
PROPERTIES "AS IS", "WHERE IS" AND WITH "ALL FAULTS". EXCEPT AS OTHERWISE SET
FORTH HEREIN AND IN THE AGREEMENT, ASSIGNOR HAS NOT MADE AND DOES NOT MAKE ANY
REPRESENTATIONS AS TO THE PHYSICAL CONDITION, OPERATION OR ANY OTHER MATTER
AFFECTING OR RELATED TO THE ASSIGNED PROPERTIES, AND BY ITS ACCEPTANCE OF THIS
ASSIGNMENT, ASSIGNEE HEREBY EXPRESSLY ACKNOWLEDGES THAT NO SUCH REPRESENTATIONS
HAVE BEEN MADE. ASSIGNOR EXPRESSLY DISCLAIMS AND BY ITS ACCEPTANCE OF THIS
ASSIGNMENT, ASSIGNEE ACKNOWLEDGES AND ACCEPTS THAT ASSIGNOR HAS DISCLAIMED TO
THE MAXIMUM EXTENT PERMITTED BY LAW, ANY AND ALL REPRESENTATIONS, WARRANTIES OR
GUARANTIES OF ANY KIND, ORAL OR WRITTEN, EXPRESS OR IMPLIED, EXCEPT AS OTHERWISE
SET FORTH HEREIN AND IN THE AGREEMENT, CONCERNING THE ASSIGNED PROPERTIES,
INCLUDING WITHOUT LIMITATION: (I) THE VALUE, CONDITION, MERCHANTABILITY,
MARKETABILITY, PROFITABILITY, SUITABILITY OR FITNESS FOR A PARTICULAR USE OR
PURPOSE OF THE ASSIGNED PROPERTIES, (ii) THE MANNER OR QUALITY OF THE
CONSTRUCTION OR MATERIALS INCORPORATED INTO ANY OF THE ASSIGNED PROPERTIES AND
(iii) THE MANNER, QUALITY, STATE OF REPAIR OR LACK OF REPAIR OF THE
Exhibit 10.23 (Continued)
ASSIGNED PROPERTIES. EXCEPT AS OTHERWISE PROVIDED IN THE AGREEMENT, ASSIGNOR IS
NOT LIABLE OR BOUND IN ANY MANNER BY ANY VERBAL OR WRITTEN STATEMENTS,
REPRESENTATIONS, OR INFORMATION PERTAINING TO THE ASSIGNED PROPERTIES FURNISHED
BY ANY REAL ESTATE BROKER, AGENT, EMPLOYEE, SERVANT OR OTHER PERSON.
If any term, covenant or condition of this Assignment shall be held to be
invalid, illegal or unenforceable in any respect, this Assignment shall be
construed without such provision. This Assignment shall be governed by and
construed under the laws of the state in which the Property is located without
regard to the principles of conflicts of law.
EXECUTED this ___ day of October, 2007.
ASSIGNOR:
OCALA TARRAGON, LLC
By:
Tarragon Ocala Development Corp., manager
By:
Charles D. Rubenstein,
Executive Vice President
ASSIGNEE:
By:
Name:
Title:
Exhibit 10.23 (Continued)
EXHIBIT "F"
GENERAL ASSIGNMENT AND ASSUMPTION
THIS GENERAL ASSIGNMENT AND ASSUMPTION (the "Assignment") is made as of
, 2007 by and between OCALA