herein).
TO HAVE AND TO HOLD the same unto Purchaser, its successors and assigns forever.
SELLER HAS MADE NO WARRANTY THAT THE PERSONAL PROPERTY COVERED BY THIS BILL OF
SALE IS MERCHANTABLE OR FIT FOR ANY PARTICULAR PURPOSE AND THE SAME IS OLD IN AN
"AS IS" "WHERE IS" CONDITION. BY ACCEPTANCE HEREOF, PURCHASE AFFIRMS THAT IT HAS
NOT RELIED ON ANY WARRANTY OF SELLER WITH RESPECT OT THE PERSONAL PROPERTY AND
THAT THERE ARE NO REPRESENTATIONS OR WARRANTEES, EXPRESSED, IMPLIED OF STATUTORY
(EXCEPT TO THE EXTENT AND ONLY FOR SO LONG AS ANY REPRESENTATION AND WARRANTY,
IF ANY, REGARDING THE PERSONAL PROPERTY AS SET FORTH IN THE AGREEMENT SHALL
SURVIVE THE CLOSING OF TITLE THEREUNDER, AND SUBJECT TO THE LIMITATIONS
CONTAINED THEREIN).
This Bill of Sale shall be governed by and construed in accordance with the laws
of the State of New York,
This Bill of Sale shall be binding upon, enforceable by and shall inure to the
benefit of the parties hereto and their respective successors and assigns.
[Signature page follows immediately]
IN WITNESS WHEREOF, Seller has caused this instrument to be duly executed this
_____ day of ________________, 2015.
ASSIGNOR:
EEGO 123 WILLIAM OWNER, LLC
a Delaware limited liability company
By:
Name:
Jonathon K. Yormak
Title:
Authorized Signatory
ASSIGNEE:
[__________________________________]
By:
Name:
Title:
BILL OF SALE
18848190v.6
18848190v.10
EXHIBIT "8(A)(iii)"
Form of Assignment and Assumption of Leases
THIS ASSIGNMENT AND ASSUMPTION OF LEASES (this "Assignment"), made as of the
____ day of __________, 2015, between EEGO 123 William Owner, LLC, a Delaware
limited liability company having an address c/o East End Capital, 600 Madison
Avenue, 11th Floor, New York, New York 10022 ("Assignor") and
[________________________________________], a
[_________________________________], with offices at [_______________________]
("Assignee"):
RECITALS
WHEREAS, pursuant to that certain Sale and Purchase Agreement dated January,
2015, between Assignor, as seller, and Assignee, as purchaser (the "Agreement"),
Assignor is selling the Premises (as such term is more particularly described in
the Agreement) to Assignee.
NOW THEREFORE, in consideration of the foregoing promises, covenants and
undertakings contained in this Assignment, and other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, the
parties agree as follows:
ASSIGNMENT AND ASSUMPTION
1.Assignor hereby assigns, transfers, set-over, delivers and conveys unto
Assignee, it successors and assigns, all of the rights, title, interests,
benefits and privileges of Assignor, as landlord, under the leases (the
"Leases") described in Schedule A annexed hereto and incorporated herein by this
reference, including without limitation all rents, issues and profits arising
therefrom, and all security deposits thereunder (including all interest earned
thereon) actually held by Seller (subject to adjustment as set forth in the
Agreement), TO HAVE AND TO HOLD all and singular subject as aforesaid, unto
Assignee, its successors and assigns. This conveyance is made without any
recourse and without representation or warranty of any kind, express or implied
(except to the extent and only for so long as any representation and warranty,
if any, regarding the Leases as is set forth