the right to sue on any claim
for relief under such warranties) (the "Personal Property") located at or held
in connection with that certain real property located in the Commonwealth of
Kentucky, as more particularly described on Schedule A attached hereto and made
a part hereof.
SELLER HAS NOT MADE AND DOES NOT MAKE ANY EXPRESS OR IMPLIED WARRANTY OR
REPRESENTATION OF ANY KIND WHATSOEVER WITH RESPECT TO THE PERSONAL PROPERTY,
INCLUDING, WITHOUT LIMITATION, WITH RESPECT TO TITLE, MERCHANTABILITY OF THE
PERSONAL PROPERTY OR ITS FITNESS FOR ANY PARTICULAR PURPOSE, THE DESIGN OR
CONDITION OF THE PERSONAL PROPERTY; THE QUALITY OR CAPACITY OF THE PERSONAL
PROPERTY; WORKMANSHIP OR COMPLIANCE OF THE PERSONAL PROPERTY WITH THE
REQUIREMENTS OF ANY LAW, RULE, SPECIFICATION OR CONTRACT PERTAINING THERETO;
PATENT INFRINGEMENT OR LATENT DEFECTS. BUYER ACCEPTS THE PERSONAL PROPERTY ON AN
"AS IS, WHERE IS" BASIS.
IN WITNESS WHEREOF, Seller has caused this instrument to be executed and
delivered as of this
day of
, 2013.
SELLER:
STEIN FAMILY, LLC, an Ohio limited liability company
By:
Name:
Title:
D-1
SCHEDULE A
TO BILL OF SALE
[Add legal description of Real Property]
D-2
EXHIBIT E
FORM OF ASSIGNMENT OF CONTRACTS,
PERMITS, LICENSES AND WARRANTIES
THIS ASSIGNMENT, made as of the
day of
, 2013, by STEIN FAMILY,
LLC, an Ohio limited liability company ("Assignor"), to
, a
("Assignee").
WITNESSETH:
WHEREAS, by Agreement of Purchase and Sale (the "Purchase Agreement") dated as
of
, 2013, between Assignor and Assignee, Assignee has agreed to purchase from
Assignor as of the date hereof, and Assignor has agreed to sell to Assignee,
that certain property located at 2 Tesseneer Drive, Highland Heights, Kentucky,
as more particularly described on Exhibit "A" attached hereto (the "Property");
and
WHEREAS, Assignor desires to assign to Assignee as of the date hereof all of
Assignor's right, title and interest in contracts, permits, trademarks, licenses
and warranties held by Assignor in connection with the Property, including
without limitation any and all guaranties of leases relating to the Property
(collectively, the "Contracts").
NOW THEREFORE, in consideration of the premises and the mutual covenants herein
contained, the Assignor hereby assigns, sets over and transfers unto Assignee to
have and to hold from and after the date hereof all of the right, title and
interest of Assignor in, to and under the Contracts. Assignor agrees without
additional consideration to execute and deliver to Assignee any and all
additional forms of assignment and other instruments and documents that may be
reasonably necessary or desirable to transfer or evidence the transfer to
Assignee of any of Assignor's right, title and interest to any of the Contracts.
By signing this Assignment, Assignee accepts the assignment of any of Assignor's
right, title and interest to any of the Contracts.
This Assignment shall be governed by the laws of the Commonwealth of Kentucky,
applicable to agreements made and to be performed entirely within said
Commonwealth.
E-1
IN WITNESS WHEREOF, Assignor has duly executed this Assignment as of the date
first