by
the Agreement, Seller desires to execute this Bill of Sale in favor of Buyer.
3.
BILL OF SALE AND ASSIGNMENT AGREEMENT.
3.1
SELLER HEREBY ASSIGNS, SELLS, TRANSFERS,
CONVEYS AND DELIVERS TO BUYER ALL OF SELLER'S RIGHT, TITLE AND INTEREST IN AND
TO ALL TANGIBLE AND, TO THE EXTENT ASSIGNABLE, INTANGIBLE PERSONAL PROPERTY
ASSOCIATED WITH THE PROPERTY (INCLUDING, WITHOUT LIMITATION, ANY AND ALL PLANS,
SPECIFICATIONS, LICENSES, PERMITS AND CERTIFICATES OF OCCUPANCY).
3.2
BY ACCEPTANCE OF THIS BILL OF SALE, BUYER
HEREBY ACCEPTS THE ASSIGNMENT, SALE, TRANSFER, CONVEYANCE AND DELIVERY SET FORTH
IN SECTION 3.1 ABOVE.
4.
MISCELLANEOUS.
4.1
AGREEMENT.
AS SET FORTH IN THE AGREEMENT,
WHICH PROVISIONS ARE HEREBY INCORPORATED BY THIS REFERENCE AS IF HEREIN SET OUT
IN FULL, THE PROPERTY ASSIGNED HEREINIS
CONVEYED BY SELLER AND ACCEPTED BY
PURCHASER AS IS, WHERE IS, AND WITHOUT ANY REPRESENTATIONS OR WARRANTIES OF
WHATSOEVER NATURE, EXPRESS OR IMPLIED, EXCEPT AS EXPRESSLY SET FORTH IN THE
AGREEMENT, IT BEING THE INTENTION OF SELLER AND PURCHASER EXPRESSLY TO NEGATE
AND EXCLUDE ALL WARRANTIES, INCLUDING WITHOUT LIMITATION, THE IMPLIED WARRANTIES
OF MERCHANTABILITY AND FITNESS FOR ANY PARTICULAR PURPOSE, WARRANTIES CREATED BY
ANY AFFIRMATION OF FACT OR PROMISE OR BY ANY DESCRIPTION OF THE PROPERTY
CONVEYED HEREUNDER, AND ALL OTHER REPRESENTATIONS AND WARRANTIES WHATSOEVER
CONTAINED IN OR CREATED BY THE UNIFORM COMMERCIAL CODE OF THE STATE OR STATES
WHERE THE REAL PROPERTY IS LOCATED.
4.2
AMENDMENTS IN WRITING.
NO AMENDMENT OR
MODIFICATION OF THIS BILL OF SALE SHALL BE VALID UNLESS THE AMENDMENT OR
MODIFICATION IS IN WRITING AND SIGNED BY SELLER AND BUYER.
4.3
SUCCESSORS AND ASSIGNS.
THIS BILL OF SALE
SHALL INURE TO THE BENEFIT OF, AND BE BINGING UPON, THE SUCCESSORS AND ASSIGNS
OF THE PARTIES HERETO.
4.4
COUNTERPARTS.
THIS BILL OF SALE MAY BE
EXECUTED IN ONE OR MORE DUPLICATE COUNTERPARTS, EACH OF WHICH SHALL BE DEEMED AN
ORIGINAL, BUT ALL OF WHICH, WHEN TAKEN TOGETHER, SHALL CONSTITUTE ONE AND THE
SAME INSTRUMENT.
4.5
FURTHER ASSURANCES.
SELLER SHALL EXECUTE
SUCH DOCUMENTS AND DO SUCH FURTHER ACTS AND THINGS AS BUYER REASONABLY REQUESTS
IN ORDER TO FULLY EFFECT THE PURPOSES OF THIS BILL OF SALE.
IN WITNESS WHEREOF, Seller has executed this Bill of Sale effective as of the
date first set forth above.
"SELLER"
,
a
By:
Name:
Its:
By:
Name:
Its:
EXHIBIT "E"
Estoppel Certificate
ESTOPPEL CERTIFICATE
TENANT ESTOPPEL CERTIFICATE
TO:
Seller:
Buyer:
RE:
Lease dated
,
(the "Lease")
for
(the "Property")
Ladies and Gentlemen:
The undersigned is Tenant under the Lease.
Tenant certifies to
("Seller"),
and their successors,
transferees and assigns (collectively, "Buyer"), and acknowledges and agrees
that:
1.
The following information concerning the Lease is true and
correct:
Landlord:
("Landlord")
Tenant:
("Tenant")
Premises:
("Premises")
containing
rentable square feet
Amendments, Modifications, Assignments Assumptions or Subleases after lease
execution:
Commencement Date:
Expiration Date of Term:
Monthly payments under the Lease
Monthly Basic Rental:
Direct Costs (Operating Costs and Taxes):
Base Year:
Renewal Option:
Amount of Security
Deposit:
2.
The Lease contains the entire agreement between Landlord