Exhibit 10.3
Electronically Recorded
Official Public Records
LOGO [g374519g34b91.jpg]
Mary Louise Garcia
Tarrant County Texas
6/18/2012 11:44 AM
PGS 5 $32.00
Submitter: LANDATA
D212145146
SPECIAL WARRANTY DEED
STATE OF CALIFORNIA
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KNOW ALL MEN BY THESE PRESENTS
COUNTY OF ORANGE
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THAT THE UNDERSIGNED, G REIT - Western Place, LP, a Texas limited partnership,
hereinafter called "Grantor", for and in consideration of the sum of TEN DOLLARS
($10.00) and other valuable consideration to the undersigned in hand paid by the
Grantee herein named, whose address is c/o G REIT Liquidating Trust, 1551 N.
Tustin Avenue, Suite 200, Santa Ana, CA 92705, the receipt of which is hereby
acknowledged, has GRANTED, SOLD AND CONVEYED, and by these presents docs GRANT,
SELL AND CONVEY unto ARPT Western Place Owner, LLC, a Delaware limited liability
company, herein called "Grantee" as to an undivided 78.5% interest in the real
property (the "Property") described on the attached Schedule A, together with
all of Grantor's right, title and interest, if any, to any and all improvements
thereon, and any and all mineral rights or interests of Grantor relating
thereto.
TO HAVE AND TO HOLD the Property together will all and singular rights and
appurtenances thereto in anywise belonging unto Grantee, its successors and
assigns forever, subject to the matters herein stated; and Grantor does hereby
bind its and its successors and assigns to WARRANT AND FOREVER DEFEND all and
singular the Property unto Grantee, its successors and assigns, against every
person whomsoever lawfully claiming or to claim the same or any part thereof,
by, through and under Grantor but not otherwise.
GRANTEE ACKNOWLEDGES THAT THE CONVEYANCE OF THE PROPERTY IS SPECIFICALLY MADE
"AS IS", "WHERE-IS" AND "WITH ALL FAULTS", WITHOUT ANY REPRESENTATIONS OR
WARRANTIES EXPRESS OR IMPLIED (EXCEPT FOR THE SPECIAL WARRANTY OF TITLE SET
FORTH IN THIS DEED AND ANY SPECIFIC REPRESENTATION OR WARRANTY MADE TO GRANTEE
IN THAT CERTAIN PURCHASE AGREEMENT AND ESCROW INSTRUCTIONS BETWEEN GRANTEE, AS
BUYER, AND GRANTOR, AS SELLER (THE "AGREEMENT")), INCLUDING WITHOUT LIMITATION,
IMPLIED WARRANTIES OF FITNESS FOR ANY PARTICULAR PURPOSE OR MERCHANTABILITY OR
ANY OTHER WARRANTIES WHATSOEVER CONTAINED IN OR CREATED BY THE TEXAS BUSINESS
AND COMMERCE CODE OR OTHERWISE. EXCEPT AS EXPRESSLY SET FORTH HEREIN OR IN THE
AGREEMENT, GRANTOR SHALL HAVE NO LIABILITY TO GRANTEE, AND GRANTEE HEREBY
RELEASES GRANTOR FROM ANY LIABILITY (INCLUDING CONTRACTUAL AND/OR STATUTORY
ACTIONS FOR CONTRIBUTION OR INDEMNITY), FOR, CONCERNING OR REGARDING (1) THE
NATURE AND CONDITION OF THE PROPERTY, INCLUDING SUITABILITY THEREOF FOR ANY
ACTIVITY OR USE; (2) ANY IMPROVEMENTS OR SUBSTANCES LOCATED THEREON; OR (3) THE
COMPLIANCE OF THE PROPERTY WITH ANY LAWS, RULES, ORDINANCES OR REGULATIONS OF
ANY GOVERNMENT OR OTHER BODY. THE FOREGOING INCLUDES A RELEASE OF GRANTOR FROM
CLAIMS BASED ON GRANTOR'S NEGLIGENCE IN WHOLE OR IN PART AND CLAIMS BASED ON
STRICT LIABILITY. GRANTEE ACKNOWLEDGES THAT NEITHER GRANTOR NOR ANY OF ITS
AGENTS HAVE MADE, AND SPECIFICALLY NEGATE AND DISCLAIM, ANY REPRESENTATIONS,
WARRANTIES, PROMISES, COVENANTS, AGREEMENTS OR GUARANTIES OR ANY KIND OR
CHARACTER, WHATSOEVER, WHETHER EXPRESS OR IMPLIED,