to be the _________________ of _____________________, and that
he/she executed the foregoing instrument in his/her authorized capacity for its
stated purpose.
IN WITNESS WHEREOF, I hereunto set my hand and official seal.
____________________________
Notary Public
My Commission Expires:
[NOTARY SEAL]
______________________
D-2
I, or we, hereby swear or affirm that, to the best of affiant's knowledge,
information, and belief, the actual consideration for this transfer or value of
the property transferred, whichever is greater, is $ ____________, which amount
is equal to or greater than the amount which the property would command at a
fair and voluntary sale.
Affiant
Subscribed and sworn to before me this __ day of _______________, 2014.
_______________________________________
Notary Public
My Commission expires:
_____________________________
New Property Owner:
________________
_________________
_________________
Property address:
8400 Winchester Road
Memphis, Tennessee
Tax Parcel No. _________________
Mail Tax Bills to:
________________
_________________
_________________
D-3
EXHIBIT A TO SPECIAL WARRANTY DEED
PROPERTY DESCRIPTION
[legal description to be inserted]
D-4
EXHIBIT B TO SPECIAL WARRANTY DEED
PERMITTED EXCEPTIONS
[to be inserted]
D-5
EXHIBIT E
BILL OF SALE AND ASSIGNMENT
FOR VALUABLE CONSIDERATION, the receipt and sufficiency of which are hereby
acknowledged, effective as of the Closing Date, WINCHESTER DISTRIBUTION, LLC, a
_______________limited liability company ("Seller"), does hereby bargain, sell,
grant, assign, transfer, set over and deliver unto _________________________, a
____________ ("Buyer"), all of Seller's right, title and interest in and to all
of the Personal Property and the Intangible Property.
SELLER MAKES NO REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, WITH RESPECT
TO THE PERSONAL PROPERTY AND THE INTANGIBLE PROPERTY, INCLUDING, WITHOUT
LIMITATION, THE HABITABILITY, MERCHANTABILITY, CONDITION OR FITNESS THEREOF FOR
ANY PARTICULAR USE OR PURPOSE.BUYER AGREES THAT THE PERSONAL PROPERTY AND
INTANGIBLE PROPERTY ARE CONVEYED BY SELLER AND ACCEPTED BY BUYER IN AN "AS IS,
WHERE IS" CONDITION, AND SELLER SPECIFICALLY DISCLAIMS ALL WARRANTIES OF
MERCHANTABILITY OR OF FITNESS FOR A PARTICULAR PURPOSE.
As used herein, all initially capitalized terms not defined herein shall have
the meanings assigned to such terms in that certain Purchase and Sale Agreement
and Escrow Instructions dated as of July __, 2014 between Buyer and Seller (the
"Purchase Agreement").
IN WITNESS WHEREOF, Seller has executed this Bill of Sale and Assignment as of
Closing Date.
WINCHESTER DISTRIBUTION, LLC
a Nevada limited liability company
By: ____________________________________
Name:
Title:
Date: _____________________
E-1
EXHIBIT F
ASSIGNMENT AND ASSUMPTION OF NIKE LEASE
FOR VALUABLE CONSIDERATION, the receipt and sufficiency of which are hereby
acknowledged, effective as of the Closing Date (as hereinafter defined),
WINCHESTER DISTRIBUTION, LLC a Nevada limited liability company ("Assignor"),
does hereby assign, sell, transfer, set over and deliver to ___________
("Assignee"), all of the landlord's right, title and interest in and to the
lease, as more particularly described on Exhibit A attached hereto and
incorporated herein (the "Nike Lease"), together with any guaranties of the Nike
Lease and any prepaid rentals relating to a period after the Closing paid or
deposited by any tenant thereunder to Assignor, as landlord, or any other person
on Assignor's behalf pursuant to the