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EXECUTED this______ day of________ , 2017.
SELLER:
NORVIN AUSTIN REHAB LLC,
a Delaware limited liability company
By:
Name:
Title:
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EXHIBIT A TO FORM OF BILL OF SALE
LEGAL DESCRIPTION
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EXHIBIT B TO FORM OF BILL OF SALE
EXCLUDED PERSONAL PROPERTY
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EXHIBIT E
FORM OF GENERAL ASSIGNMENT AND ASSUMPTION AGREEMENT
GENERAL ASSIGNMENT AND ASSUMPTION AGREEMENT
THE STATE OF TEXAS §
§ COUNTY OF TRAVIS §
THIS GENERAL ASSIGNMENT AND ASSUMPTION AGREEMENT (this "Assignment"), made
effective as of the ______ day of______________ , 2017, by and between NORVIN
AUSTIN REHAB LLC, a Delaware limited liability company ("Assignor"), and
__________________, a_____________("Assignee").
RECITALS:
Assignor has this day conveyed the real property (and improvements thereon)
described on Exhibit A attached hereto and made a part hereof (such real
property and improvements being hereinafter called the "Premises") to Assignee.
Assignor desires to convey all of its right, title and interest in and to the
incidental rights and appurtenances relating to the Premises as more fully
described below.
AGREEMENTS:
For and in consideration of the sum of Ten Dollars ($10.00) and other good and
valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, Assignor does hereby GRANT, BARGAIN, SELL, CONVEY, ASSIGN,
TRANSFER, SET-OVER and DELIVER unto Assignee, its successors and assigns, all of
Assignor's right, title and interest in and to the following (collectively, the
"Assigned Property"): All permits, licenses, certificates of occupancy,
warranties, telephone exchange numbers, architectural or engineering plans and
specifications and governmental approvals which relate to the Premises, the
improvements or the personal property located thereon or related thereto.
TO HAVE AND TO HOLD the above rights and interests unto Assignee, its successors
and assigns, forever and Assignor does hereby bind itself and its successors and
assigns, to warrant and forever defend, all and singular the rights of Assignor
under the above described interests unto Assignee, its successors and assigns,
against every person whomsoever lawfully claiming or to claim same or any part
thereof by, through or under Assignor, but not otherwise.
ASSIGNEE ACKNOWLEDGES AND AGREES THAT THE ASSIGNED PROPERTY IS CONVEYED "AS IS,
WHERE IS" AND IN ITS PRESENT CONDITION WITH ALL FAULTS, AND THAT ASSIGNOR HAS
NOT MADE, DOES NOT MAKE AND SPECIFICALLY DISCLAIMS ANY REPRESENTATIONS,
WARRANTIES, PROMISES, COVENANTS, AGREEMENTS OR GUARANTIES OF ANY KIND OR
CHARACTER WHATSOEVER, WHETHER EXPRESS OR IMPLIED, ORAL OR WRITTEN, PAST, PRESENT
OR FUTURE, WITH RESPECT TO THE NATURE, QUALITY OR CONDITION OF THE ASSIGNED
PROPERTY, THE INCOME TO BE DERIVED THEREFROM, OR THE QUALITY, ENFORCEABILITY,
MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE OF THE ASSIGNED PROPERTY.
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This Assignment may be executed in one or more counterparts (by facsimile or
otherwise), each such counterpart being an original hereof and all such
counterparts taken together constituting but one and the same instrument and
agreement.
All of the covenants, terms and conditions set forth herein shall be binding
upon and inure to the benefit of the parties hereto, their respective successors
and assigns.