receipt and sufficiency of which are hereby
acknowledged, Seller and Purchaser hereby agree as follows:
AGREEMENTS:
1. Seller hereby ASSIGNS AND TRANSFERS to Purchaser, its successors and assigns,
without warranty or recourse other than warranty of title to the Personal
Property as herein limited, all of Seller's interest in the Personal Property,
Contracts and Other Interests.
TO HAVE AND TO HOLD the Personal Property until Purchaser, its successors and
assigns, forever, and Seller does hereby bind itself, its successors and assigns
to warrant and forever defend, all and singular, title to the Personal Property
unto Purchaser, its successors and assigns against every person whomsoever
lawfully claiming or to claim the same, or any part thereof, by, through or
under Seller, but not otherwise, subject to the Permitted Exceptions.
2. PURCHASER, BY EXECUTION BELOW, ACKNOWLEDGES THAT THE CONVEYANCE OF THE
PERSONAL PROPERTY IS SPECIFICALLY MADE "AS IS" AND "WHERE-IS", WITHOUT ANY
REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED (EXCEPT AS EXPRESSLY PROVIDED IN
THE AGREEMENT AND EXCEPT AS TO TITLE AS LIMITED ABOVE), INCLUDING, WITHOUT
LIMITATION, IMPLIED WARRANTIES OF FITNESS FOR ANY PARTICULAR PURPOSE OR
MERCHANTABILITY OR ANY OTHER WARRANTIES WHATSOEVER PURCHASER IS RELYING ON ITS
OWN INVESTIGATION OF THE PERSONAL PROPERTY.
EXCEPT AS EXPRESSLY STATED IN THE
AGREEMENT, PURCHASER, FOR ITSELF AND ITS AGENTS, AFFILIATES, SUCCESSORS AND
ASSIGNS, HEREBY WAIVES ITS RIGHT TO RECOVER FROM AND FOREVER RELEASES AND
DISCHARGES SELLER, ITS AGENTS, PARTNERS, AFFILIATES, MEMBERS, MANAGERS,
SHAREHOLDERS, OFFICERS, DIRECTORS, AND EMPLOYEES OF EACH OF THEM, AND THEIR
SUCCESSORS AND ASSIGNS, FROM ANY AND ALL RIGHTS, CLAIMS AND DEMANDS AT LAW OR IN
EQUITY, PROCEEDINGS, LOSSES, LIABILITIES, DAMAGES, PENALTIES, FINES, LIENS,
JUDGMENTS, COSTS OR EXPENSES WHATSOEVER, WHETHER DIRECT OR INDIRECT, KNOWN OR
UNKNOWN AT THE TIME OF THE AGREEMENT, FORESEEN OR UNFORESEEN, ARISING OUT OF OR
RELATING TO, OR
IN ANY WAY CONNECTED WITH THE CONDITION OF THE PERSONAL
PROPERTY.
3. Purchaser hereby agrees to assume and perform all obligations accruing
pursuant to the Contracts on or after the Effective Date and Purchaser does
hereby agree to indemnify and hold Seller harmless from all such
obligations.
Seller does hereby agree to indemnify and hold Purchaser harmless
from all obligations accruing pursuant to the Contracts prior to the date
hereof.
4. Assignment is hereby made subject to the terms and limitations of the
Agreement.
5. All capitalized terms not defined herein shall have the same meaning ascribed
to them in the Agreement.
6. This Assignment may be executed in counterparts.
All such executed
counterparts shall constitute the same agreement, and the signature of any party
to any counter party shall be deemed a signature to, and may be appended to, any
other counterpart.
7. The terms and provisions hereof shall be binding upon and inure to the
benefit of the respective parties hereto and their successors and assigns.
(SIGNATURE PAGE FOLLOWS)
IN WITNESS WHEREOF, Seller and Purchaser have executed this Assignment as of the
Effective Date.
SELLER:
BRICKMAN DURHAM LLC, a Delaware limited liability company
BY:
Bruce S. Brickman,
Title:
PURCHASER: