made a part hereof
and the improvements located thereon, including, without limitation, the
personal property set forth on Schedule I attached hereto.
PURCHASER TAKES THE PROPERTY "AS IS" AND WITH "ALL FAULTS." SELLER HAS NOT MADE
AND DOES NOT MAKE ANY REPRESENTATIONS AS TO THE PHYSICAL CONDITION, OPERATION OR
ANY OTHER MATTER AFFECTING OR RELATED TO THE PROPERTY, EXCEPT AS HEREIN
SPECIFICALLY SET FORTH OR REFERRED TO, AND PURCHASER HEREBY EXPRESSLY
ACKNOWLEDGES THAT NO SUCH REPRESENTATIONS HAVE BEEN MADE. SELLER EXPRESSLY
DISCLAIMS, AND PURCHASER ACKNOWLEDGES AND ACCEPTS THAT SELLER 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, CONCERNING THE
PROPERTY, INCLUDING WITHOUT LIMITATION, (i) THE VALUE, CONDITION,
MERCHANTABILITY, MARKETABILITY, PROFITABILITY, SUITABILITY OR FITNESS FOR A
PARTICULAR USE OR PURPOSE OF THE PROPERTY, (ii) THE MANNER OR QUALITY OF THE
CONSTRUCTION OR MATERIALS, IF ANY, INCORPORATED INTO ANY OF THE PROPERTY AND
(iii) THE MANNER, QUALITY, STATE OF REPAIR OR LACK OF REPAIR OF THE PROPERTY.
SELLER IS NOT LIABLE OR BOUND IN ANY MANNER BY ANY ORAL OR WRITTEN STATEMENTS,
REPRESENTATIONS OR INFORMATION PERTAINING TO THE PROPERTY FURNISHED BY ANY REAL
ESTATE BROKER, AGENT, EMPLOYEE, SERVANT OR OTHER PERSON UNLESS THE SAME ARE
SPECIFICALLY SET FORTH OR REFERRED TO HEREIN.
Exhibit 9.2.2 - Page 1
IN WITNESS WHEREOF, this Bill of Sale is executed by Seller and Purchaser on
this
day of
,
2013.
SELLER:
MG-1005, LLC,
a Colorado limited liability company
By:
Name:
Title:
PURCHASER:
FSP 1001 17th Street LLC,
a Delaware limited liability company
By:
Name:
Title:
Exhibit 9.2.2 - Page 2
EXHIBIT A TO BILL OF SALE
Legal Description
Exhibit 9.2.2 - Page 3
EXHIBIT 9.2.3
ASSIGNMENT AND ASSUMPTION OF LEASES
For valuable consideration, the receipt and sufficiency of which is hereby
acknowledged, MG-1005, LLC, a Colorado limited liability company (the
"Assignor"), hereby sells, transfers, conveys assigns and sets over to FSP 1001
17th Street LLC , a Delaware limited liability company (the "Assignee"), and
Assignee hereby agrees to assume and accept, as of the date hereof, the
assignment and conveyance of all of Assignor's right, title and interest in and
to and obligations under the leases and the security deposits held by Assignor
relating to the property known as 1001 17th Street, Denver, Colorado and more
particularly described on Exhibit A attached hereto. The leases and security
deposits are listed on Exhibit B attached hereto.
Assignee hereby agrees to indemnify Assignor against and hold Assignor harmless
from any and all cost, liability, loss, damage or expense, including, without
limitation, reasonable attorneys' fees, originating or relating to the period on
or after the date hereof and arising out of the Assignee's obligations under
such leases.
Assignor hereby agrees to indemnify Assignee against and hold Assignee harmless
from any and all cost, liability, loss, damage or expense, including, without
limitation, reasonable attorneys' fees, originating or relating to the period
prior to the date hereof, subject to Seller's Maximum Liability as set