part hereof to the extent that the foregoing Intangible Property is
currently applicable to the Real Property and/or Tangible Property and can be
transferred.
The Tangible Property and the Intangible Property are hereinafter
collectively referred to as the "Property."
ASSIGNEE ACKNOWLEDGES AND AGREES THAT SUBJECT TO THE EXPRESS REPRESENTATIONS AND
WARRANTIES CONTAINED IN THE PURCHASE AGREEMENT, AND IN ANY DOCUMENT DELIVERED AT
CLOSING THEREUNDER, ASSIGNEE TAKES THE PROPERTY "AS IS" AND "WITH ALL FAULTS"
AND 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
PROPERTY AND THIS BILL OF SALE AND ASSIGNMENT, EXCEPT AS HEREIN SPECIFICALLY SET
FORTH OR REFERRED TO, AND ASSIGNEE HEREBY EXPRESSLY ACKNOWLEDGES THAT NO SUCH
REPRESENTATIONS HAVE BEEN MADE. ASSIGNOR EXPRESSLY DISCLAIMS AND ASSIGNEE
ACKNOWLEDGES AND ACCEPTS THAT ASSIGNOR HAS DISCLAIMED TO THE MAXIMUM EXTENT
PERMITTED BY LAW, ANY AND ALL REPRESENTATIONS, WARRANTIES OR GUARANTEES OF ANY
KIND, ORAL OR WRITTEN, EXPRESS OR IMPLIED, CONCERNING THE PROPERTY, INCLUDING,
WITHOUT LIMITATION, (i) THE VALUE, CONDITION, MERCHANTABILITY, MARKETABILITY,
PROFITABLILITY, SUITABILITY OR FITNESS FOR A PARTICULAR USE OR PURPOSE OF THE
PROPERTY, (ii) THE MANNER OR QUALITY OF THE CONSTRUCTION OF THE CONSTRUCTION OF
MATERIALS, IF ANY, INCORPORATED INTO ANY OF THE PROPERTY AND (iii) THE MANNER,
QUALITY, STATE OF REPAIR OR LACK OF REPAIR OF THE PROPERTY. ASSIGNOR IS NOT
LIABLE OR BOUND IN ANY MANNER BY ANY VERBAL OR WRITTEN STATEMENTS,
REPRESENATIONS 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.NOTWITHSTANDING THE FOREGOING,
ASSIGNOR REPRESENTS AND WARRANTS THAT IT IS THE OWNER OF THE PROPERTY AND THAT
THE PROPERTY IS FREE AND CLEAR OF LIENS, CLAIMS AND ENCUMBRANCES.
26
This Bill of Sale and Assignment may be executed in a number of
counterparts, each of which for all purposes is deemed an original, and all of
which constitute collectively one (1) agreement, but in making proof of this
Bill of Sale and Assignment, it shall not be necessary to produce or account for
more than one such counterpart.
Assignor warrants that it is the lawful owner of all of the Property.
Assignor binds Assignor, its successors and assigns, to warrant and defend the
title to all of the Property to Assignee, its successors and assigns, forever
against every person lawfully claiming the Property.
[Signatures Follow]
27
ASSIGNOR:
POINT LOOKOUT LLC,
a Maryland limited liability company
By:
THE ERICKSON FOUNDATION, INC.,
a Maryland corporation
Its manager
Name:
John E. Erickson
President
Date:
ASSIGNEE:
ATHENAHEALTH, INC.
By:
Name:
Title:
Date:
EXECUTED this ___ day of _______, 2011.
28
Exhibit A to Bill of Sale and Assignment
29
Exhibit B to Bill of Sale and Assignment
30
Exhibit E
LETTER TO TAX APPRAISAL DISTRICT
__________, ___, 2011
Mr./Ms.____________
Town Clerk, Treasurer, Tax Collector
Town of Northport
16 Beech Hill Road
Northport, Maine 04849
Mr./Ms._______________
Town Clerk/Treasurer/Tax Collector
Town of