Common use of Grantor Clause in Contracts

Grantor. STANDARD GOLD, INC. a Colorado corporation By: /s/ Mxxx X. Xxxxx Name: Mxxx X. Xxxxx Its: CFO STATE OF __________________ COUNTY OF __________________ This instrument was acknowledged before me on ____________, 2011, by ____________________________________, as __________________________ of Standard Gold, Inc., a Colorado corporation. _____________________________ NOTARY PUBLIC My commission expires: _______________ EXHIBIT E BXXX OF SALE APN: (The undersigned affirms that no social Security number is contained herein) Recording requested by and when recorded, return to and mail tax bills to: Pure Path Capital Management Company LLC. [●] Attn: [●] BXXX OF SALE 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, STANDARD GOLD, INC., a Colorado corporation (“Seller”), hereby conveys, grants, bargains, sells, transfers, assigns and quit claims unto PURE PATH CAPITAL MANAGEMENT COMPANY LLC, a Nevada limited liability company, (“Buyer”) all of its right, title and interest in and to the following described personal property as further described below: All of that certain Personal Property as further described and set forth on Exhibit “A” attached hereto and made a part hereof and located on Sections 10 and 11 of Township 3 North, Range 40 East, M.D.P.M. It is understood and agreed that the Buyer has inspected the personal property and equipment as described herein, for which Seller makes no representations or warranties, either express or implied, and Buyer accepts the personal Property in an as in condition, “AS IS, WHERE IS, WITH ALL FAULTS, AND WITHOUT REPRESENTATIONS OR WARRANTIES, EITHER EXPRESS OR IMPLIED, OF ANY KIND OR CHARACTER, INCLUDING, BUT NOT LIMITED TO, THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR USE, DESIGN, CONSTRUCTION, CONDITION OR OTHERWISE, WHETHER EXPRESSED OR IMPLIED BY LAW OR FACT.”

Appears in 2 contracts

Samples: Forbearance Agreement (Standard Gold), Forbearance Agreement (Standard Gold)

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Grantor. STANDARD GOLDXxxxx VAF - Parkway at Oak Hill, INC. LLC, a Colorado corporation Delaware limited liability company By: /s/ Mxxx X. Xxxxx Mid-Horizon Value-Added Fund I, LLC, a Georgia limited liability company, its sole member By: Xxxxx Investment Management Company, LLC, a Georgia limited liability company, its manager By: Name: Mxxx X. Xxxxx ItsTitle: CFO THE STATE OF GEORGIA § § COUNTY OF GWINNETT § This instrument was acknowledged on the ___ day of _______________________________, 2012 by _____________ in the capacity of ____________________ COUNTY OF __________________ This instrument was acknowledged before me on ____________behalf of Xxxxx Investment Management Company, 2011LLC, by the manager of Xxxxx Mid-Horizon Value-Added Fund I, LLC, which is the sole member of Xxxxx VAF-Parkway at Oak Hill, LLC, a Delaware limited liability company. _____________________________________ Notary Public My Commission Expires: After recordation, as please return to: __________________________ of Standard Gold, Inc., a Colorado corporation. _____________________________ NOTARY PUBLIC My commission expires: __________________________ EXHIBIT E BXXX OF SALE APN: (The undersigned affirms that no social Security number is contained herein) Recording requested by and when recorded, return to and mail tax bills to: Pure Path Capital Management Company LLC. [●] Attn: [●] BXXX OF SALE 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, STANDARD GOLD, INC., a Colorado corporation (“Seller”), hereby conveys, grants, bargains, sells, transfers, assigns and quit claims unto PURE PATH CAPITAL MANAGEMENT COMPANY LLC, a Nevada limited liability company, (“Buyer”) all of its right, title and interest in and to the following described personal property as further described below: All of that certain Personal Property as further described and set forth on Exhibit “A” Legal Description TRACT 1: Lot, I, Block "A", OAK HILL TECHNOLOGY PARK SUBDIVISION SECTION IV, a subdivision in Xxxxxx County, Texas, according to the map or plat thereof recorded under Document No. 200300035 of the Official Public Records of Xxxxxx County, Texas, being more particularly described by metes and bounds shown on Exhibit "A" attached hereto and made a part hereof hereof. TRACT 2: Being all of that certain 4.678 acre tract of land, more or less, the same being all of Xxx 0, Xxxxx "X", XXX XXXX XXXXXXXXXX XXXX SUBDIVISION SECTION III, a subdivision in Xxxxxx County Texas, according to the map or plat thereof, recorded under Document No, 200300034 of the Official Public Records of Xxxxxx County, Texas; said 4.678 acres of land being more particularly described by metes and located bounds shown on Sections 10 Exhibit "B" attached hereto and 11 of Township 3 Northmade part hereof. TRACT 3: Easement Estate for access, Range 40 Eastappurtenant to Tracts 1 and 2, M.D.P.M. It is understood created in that certain Joint Access and agreed that the Buyer has inspected the personal property Easement Agreement dated October 27, 2005, by and equipment as described hereinbetween Champion Partners Group, for which Seller makes no representations or warranties, either express or impliedLtd., and Buyer accepts AAW Oak Hill, Ltd., recorded under Document No. 2005209114 of the personal Property Official Public Records of Xxxxxx County, Texas; being over and across that certain 0.336 acre portion of Lots I and 0, Xxxxx "X", XXX XXXX XXXXXXXXXX XXXX SUBDIVISION, a subdivision in an as in conditionXxxxxx County, Texas, according to the map or plat thereof, recorded under Document No. 200080208 of the Official Public Records of Xxxxxx County. Texas. Said 0.335 acres being more particularly described by metes and bounds shown on Exhibit "C" attached hereto and made part hereof. EXHIBIT AS IS, WHERE IS, WITH ALL FAULTS, AND WITHOUT REPRESENTATIONS OR WARRANTIES, EITHER EXPRESS OR IMPLIED, OF ANY KIND OR CHARACTER, INCLUDING, BUT NOT LIMITED TO, THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR USE, DESIGN, CONSTRUCTION, CONDITION OR OTHERWISE, WHETHER EXPRESSED OR IMPLIED BY LAW OR FACT.”B” Permitted Encumbrances The following restrictive covenants of record itemized below:

Appears in 2 contracts

Samples: Purchase and Sale Agreement (Wells Mid-Horizon Value-Added Fund I LLC), Purchase and Sale Agreement (Wells Mid-Horizon Value-Added Fund I LLC)

Grantor. STANDARD GOLD, INC. a Colorado corporation By: /s/ Mxxx X. Xxxxx Name: Mxxx X. Xxxxx Its: CFO [Insert Signature Block of Owner] THE STATE OF TEXAS § § COUNTY OF DALLAS § This instrument was acknowledged before me on this ____ of __________________ COUNTY OF __________________ This instrument was acknowledged before me on ____________, 20112020, by ________________________________, _______________________ of ____________________, as a __________________________ _, [general partner of Standard Gold, Inc._________, a Colorado corporation. Texas limited partnership,] on behalf of said __________________________________. Notary Public in and for the State of Texas Printed Name: _______________________ NOTARY PUBLIC My commission expires: _______________ EXHIBIT E A TO DEED Signature Page to Bxxx of Sale EXHIBIT C BXXX OF SALE APN: (The undersigned affirms that no social Security number is contained herein) Recording requested by THE STATE OF TEXAS § § COUNTY OF [insert applicable county] § THAT, [insert applicable Seller](“Seller”), for and when recorded, return to and mail tax bills to: Pure Path Capital Management Company LLC. [●] Attn: [●] BXXX OF SALE FOR AND IN CONSIDERATION in consideration of the sum of Ten and No/100 Dollars ($10.00) and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, STANDARD GOLD, INC.consideration to Seller in hand paid by _________________________, a Colorado corporation (“Seller”), hereby conveys, grants, bargains, sells, transfers, assigns and quit claims unto PURE PATH CAPITAL MANAGEMENT COMPANY LLC, a Nevada limited liability company, ______________________ (“Buyer”) ), the receipt of which is hereby acknowledged, has Sold, Delivered and Assigned, and by these presents does Sell, Deliver and Assign, unto Buyer all of its Seller’s right, title and interest in and to the following described property, to-wit: All equipment, fixtures, appliances, machinery, inventory and other tangible personal property of whatever kind or character owned by Seller and attached to or located or installed on those certain improved tracts of land situated in _______ County, Texas, and the improvements situated thereon, said tracts of land being described on Exhibit A, attached hereto and made a part hereof for all purposes, which are used in connection with the ownership, maintenance or operation of said land or improvements, including, but not limited to, all equipment and supplies, heating, lighting, refrigeration, plumbing, ventilating, incinerating, communication, electrical, appliances, maintenance equipment, keys, locks, elevators, sprinklers, hoses, tools and lawn equipment (all of the above-described personal property being hereinafter referred to as further described below: All the “Property”). In no event shall the Property include any of the Excluded Property, as such term is defined in that certain Personal Real Estate Purchase Agreement dated effective as of ___________, 20____ executed by Seller and Buyer (or Buyer’s predecessor in interest thereunder). Seller has executed this Bxxx of Sale and BARGAINED, SOLD, DELIVERED and ASSIGNED the Property as further described and Buyer has accepted this Bxxx of Sale and purchased the Property AS IS AND WHEREVER LOCATED, WITHOUT ANY REPRESENTATIONS OR WARRANTIES, EXCEPT THAT THE FOREGOING SHALL NOT BE CONSTRUED TO NEGATE THE SPECIAL WARRANTY OF TITLE HEREINAFTER SET FORTH. Subject to the matters set forth herein, Seller does hereby covenant with Buyer that at the time of delivery of this Bxxx of Sale, the Property is free from all encumbrances, liens and interests (other than those listed in the deed from Seller to Buyer of even date herewith) and Seller does hereby bind itself, its successors and assigns, to forever Warrant and Defend title to the Property unto Buyer, its successors and assigns, against every person whomsoever lawfully claiming or to claim the same or any part thereof, by, through or under Seller, but not otherwise. Signature Page to Bxxx of Sale EXECUTED this _____ day of ____________, 20___. SELLER: [insert signature block of applicable Seller] Exhibit A - Land Exhibit A to Bxxx of Sale EXHIBIT D BLANKET CONVEYANCE AND ASSIGNMENT THE STATE OF TEXAS § § KNOW ALL MEN BY THESE PRESENTS: COUNTY OF ______ § Concurrently with the execution and delivery hereof, [insert name of applicable Seller] (“Assignor”) is conveying to ____________________, a __________________ (“Assignee”) by Special Warranty Deed that certain tract of land, together with the improvements located thereon (collectively, the “Property”), lying and being situated in _________ County, Texas, being more particularly described on Exhibit “A” attached hereto and made a part hereof for all purposes. Such conveyance is being made pursuant to that certain Real Estate Purchase Agreement (the “Purchase Contract”) dated effective as of _________, 20___ executed by and located on Sections 10 between Assignor and 11 of Township 3 North___________, Range 40 East, M.D.P.M. predecessor in interest to Assignee. Words with initial capital letters used but not defined herein shall have the respective meanings ascribed to them in the Purchase Contract. It is understood the intent of Assignor and agreed Assignee that Assignor convey to Assignee all of Assignor’s rights, if any, in and to all assignable licenses and permits with respect to the Buyer has inspected Property (the personal property and equipment as described herein, for which Seller makes no representations or warranties, either express or implied, and Buyer accepts the personal Property in an as in condition, AS IS, WHERE IS, WITH ALL FAULTS, AND WITHOUT REPRESENTATIONS OR WARRANTIES, EITHER EXPRESS OR IMPLIED, OF ANY KIND OR CHARACTER, INCLUDING, BUT NOT LIMITED TO, THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR USE, DESIGN, CONSTRUCTION, CONDITION OR OTHERWISE, WHETHER EXPRESSED OR IMPLIED BY LAW OR FACTAssigned Properties”).

Appears in 1 contract

Samples: Real Estate Purchase Agreement (Asbury Automotive Group Inc)

Grantor. STANDARD GOLD, INC. a Colorado corporation By: /s/ Mxxx X. Xxxxx Name: Mxxx X. Xxxxx ItsTitle: CFO (ADD PROPER ACKNOWLEDGEMENTS) EXHIBIT "D" XXXX OF SALE AND ASSIGNMENT STATE OF _______FLORIDA § §KNOW ALL MEN BY THESE PRESENTS: COUNTY OF CLAY § That ("Grantor"), for and in consideration of Ten and No/100 Dollars ($10.00) and other good and valuable consideration to Grantor in hand paid by ___________ COUNTY ("Grantee"), the receipt of which is hereby acknowledged, has BARGAINED, SOLD and DELIVERED, and by these presents does BARGAIN, SELL and DELIVER, unto the said Grantee all of the following described personal property in Clay County, Florida (the "Personal Property"), to wit: All fixtures, furniture, carpeting, draperies, appliances, furnishings, equipment, machinery, inventory, supplies and other items of tangible personal property owned by Grantor and affixed, attached to, located on or about and used exclusively in connection with the ownership, operation, and maintenance of the real property (the "Real Property") situated in Clay County, Florida, being more particularly described in Exhibit "A" attached hereto and made a part hereof for all proposes and improvements thereon, along with all of Grantor's right, title and interest in all intangible personal property pertaining to the Real Property. TO HAVE AND TO HOLD the aforesaid property unto Grantee, its successors and assigns forever. Grantor hereby assigns to Grantee, and Grantee hereby agrees to assume and perform all obligations accruing under the maintenance, service and supply contracts (the "Contracts") listed on Exhibit "B" attached hereto and made a part hereof from and after the date hereof, and Grantee does hereby agree to indemnify and hold Grantor harmless of and from all such obligations accruing from and after the date hereof. UPON SALE AND ASSIGNMENT OF __________________ This instrument was acknowledged before me THE PERSONAL PROPERTY AND CONTRACTS, GRANTOR SPECIFICALLY DISCLAIMS ANY WARRANTY, GUARANTY OR REPRESENTATION, ORAL OR WRITTEN, PAST, PRESENT OR FUTURE OF, AS TO, OR CONCERNING THE NATURE OR CONDITION OF THE PERSONAL PROPERTY OR CONTRACTS OR THE SUITABILITY THEREOF FOR ANY AND ALL ACTIVITIES AND USES WHICH GRANTEE MAY ELECT TO CONDUCT THEREWITH. THE SALE AND ASSIGNMENT OF THE PERSONAL PROPERTY AND CONTRACTS TO GRANTEE IS MADE IN ITS PRESENT CONDITION ON AN "AS IS", "WHERE IS" AND "WITH ALL FAULTS" BASIS, AND GRANTEE BY ACCEPTANCE OF THIS XXXX OF SALE AND ASSIGNMENT EXPRESSLY ACKNOWLEDGES THAT IN CONSIDERATION OF THE SALE AND ASSIGNMENT OF THE PERSONAL PROPERTY AND CONTRACTS, GRANTOR MAKES NO WARRANTY OR REPRESENTATION, EXPRESS OR IMPLIED, OR ARISING BY OPERATION OF LAW, WITH RESPECT TO THE PERSONAL PROPERTY OR CONTRACTS, INCLUDING, BUT NOT LIMITED TO, ANY WARRANTY OF CONDITION, TITLE, HABITABILITY, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE WITH RESPECT TO THE PERSONAL PROPERTY OR CONTRACTS OR ANY PORTION THEREOF. EXECUTED on ____________, 2011, by ____________________________________, as 2007. GRANTOR: By: Name: Title: GRANTEE: By: Name: Title: EXHIBIT "E" ASSIGNMENT OF LEASES AND ASSUMPTION AGREEMENT STATE OF FLORIDA § §KNOW ALL MEN BY THESE PRESENTS: COUNTY OF CLAY § THIS ASSIGNMENT OF LEASES AND ASSUMPTION AGREEMENT is executed by and between ("Assignor") and __________________________ of Standard Gold, Inc., a Colorado corporation. _____________________________ NOTARY PUBLIC My commission expires: _______________ EXHIBIT E BXXX OF SALE APN: (The undersigned affirms that no social Security number is contained herein) Recording requested by and when recorded, return to and mail tax bills to: Pure Path Capital Management Company LLC. [●] Attn: [●] BXXX OF SALE 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, STANDARD GOLD, INC"Assignee")., a Colorado corporation (“Seller”), hereby conveys, grants, bargains, sells, transfers, assigns and quit claims unto PURE PATH CAPITAL MANAGEMENT COMPANY LLC, a Nevada limited liability company, (“Buyer”) all of its right, title and interest in and to the following described personal property as further described below: All of that certain Personal Property as further described and set forth on Exhibit “A” attached hereto and made a part hereof and located on Sections 10 and 11 of Township 3 North, Range 40 East, M.D.P.M. It is understood and agreed that the Buyer has inspected the personal property and equipment as described herein, for which Seller makes no representations or warranties, either express or implied, and Buyer accepts the personal Property in an as in condition, “AS IS, WHERE IS, WITH ALL FAULTS, AND WITHOUT REPRESENTATIONS OR WARRANTIES, EITHER EXPRESS OR IMPLIED, OF ANY KIND OR CHARACTER, INCLUDING, BUT NOT LIMITED TO, THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR USE, DESIGN, CONSTRUCTION, CONDITION OR OTHERWISE, WHETHER EXPRESSED OR IMPLIED BY LAW OR FACT.”

Appears in 1 contract

Samples: Purchase and Sale Agreement (American Republic Realty Fund I)

Grantor. STANDARD GOLDSPT-LAKE ELSINORE HOLDING CO., INC. LLC, a Colorado corporation Delaware limited liability company By: /s/ Mxxx Xxxxxxx Partners, L.P., a Delaware limited partnership, sole member By: Xxxxxxx General Partner, LLC, a Delaware limited liability company, general partner By: Xxxxxxx Properties Trust, Inc., a Maryland corporation, manager By: Xxxxxxx X. Xxxxxxx, President and CEO EXHIBIT “B” Xxxxx Name: Mxxx X. Xxxxx Its: CFO STATE OF __________________ COUNTY OF __________________ This instrument was acknowledged before me on _________xx Xxxxxxxxxx Xxxxxx xx Xxxxxx Xx December ___, 20112009 before me, by _____________________________________, as personally appeared __________________________ __________________, who proved to me on the basis of Standard Goldsatisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), Inc.and that by his/her/their signature(s) on the instrument the person(s), a Colorado corporationor the entity upon behalf of which the person(s) acted, executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS my hand and official seal. Signature __________________________________ NOTARY PUBLIC My commission expires(Seal) EXHIBIT “B” SEPARATE STATEMENT OF DOCUMENTARY TRANSFER TAX NOT TO BE RECORDED County Recorder Riverside County, California Ladies/Gentlemen: In accordance with Revenue and Taxation Code Section 11932, it is requested that this statement of documentary transfer tax due not be recorded with the attached Deed, but affixed to the Deed after recordation and before return, as directed on the Deed. The Deed names the undersigned, SPT-LAKE ELSINORE HOLDING CO., LLC, a Delaware limited liability company, as Grantor, and _______________ EXHIBIT E BXXX OF SALE APN: (_______, a _______________, as Grantee. The undersigned affirms that no social Security number real property being transferred is contained herein) Recording requested by and when recordedlocated in the County of Riverside, return to and mail State of California. The amount of documentary transfer tax bills to: Pure Path Capital Management Company LLC. [●] Attn: [●] BXXX OF SALE FOR AND IN CONSIDERATION of due on the sum of Ten attached deed is Three Thousand Twenty-Five Dollars ($10.00) and other good and valuable consideration3,025.00), computed on the receipt and sufficiency full value of which are hereby acknowledgedthe property. Very truly yours, STANDARD GOLD, INCSPT-LAKE ELSINORE HOLDING CO., a Colorado corporation (“Seller”), hereby conveys, grants, bargains, sells, transfers, assigns and quit claims unto PURE PATH CAPITAL MANAGEMENT COMPANY LLC, a Nevada Delaware limited liability company By: Xxxxxxx Partners, L.P., a Delaware limited partnership, sole member By: Xxxxxxx General Partner, LLC, a Delaware limited liability company, (general partner By: Xxxxxxx Properties Trust, Inc., a Maryland corporation, manager By: Xxxxxxx X. Xxxxxxx, President and CEO EXHIBIT Buyer”) all B” EXHIBIT “1” LEGAL DESCRIPTION Real property in the City of its rightLake Elsinore, title and interest in and to the following County of Riverside, State of California, described personal property as further described belowfollows: All of that certain Personal Property as further described and set forth on Exhibit “A” attached hereto and made a part hereof and located on Sections 10 and 11 of Township 3 NorthLOTS 48 THROUGH 81 INCLUSIVE, Range 40 East84 THROUGH 95 INCLUSIVE, M.D.P.M. It is understood and agreed that the Buyer has inspected the personal property and equipment as described herein108, for which Seller makes no representations or warranties129 THROUGH 131 INCLUSIVE, either express or implied135, and Buyer accepts the personal Property in an as in condition136, “AS IS140, WHERE IS, WITH ALL FAULTS141 AND 180 THROUGH 190 INCLUSIVE, AND WITHOUT REPRESENTATIONS OR WARRANTIESLETTERED LOTS A, EITHER EXPRESS OR IMPLIEDE, H, I, X XXX X, XX XXXXX XX. 00000, XX THE CITY OF LAKE ELSINORE, COUNTY OF RIVERSIDE, STATE OF CALIFORNIA, AS SHOWN ON THE MAP RECORDED IN BOOK 406, PAGES 36 THROUGH 44 INCLUSIVE, OF ANY KIND OR CHARACTERMAPS, INCLUDINGIN THE OFFICE OF THE COUNTY RECORDER OF RIVERSIDE COUNTY. EXCEPTING FROM A PORTION OF SAID LANDS, BUT NOT LIMITED TOAN UNDIVIDED ONE-HALF OF ALL MINERAL AND OIL RIGHTS, THE WARRANTIES INCLUDING CLAY AS RESERVED BY XXXXXX X. XXXXX, IN DEED RECORDED MAY 28, 1947 IN BOOK 839 PAGE 96 OFFICIAL RECORDS OF MERCHANTABILITYRIVERSIDE COUNTY, FITNESS FOR A PARTICULAR PURPOSE OR USE, DESIGN, CONSTRUCTION, CONDITION OR OTHERWISE, WHETHER EXPRESSED OR IMPLIED BY LAW OR FACT.CALIFORNIA. APN: 347-511-048-7 and 347-511-049-8 and 347-511-050-8 and 347-511-051-9 and 347-511-052-0 and 347-511-053-1 and 347-511-054-2 and 347-511-055-3 and 347-511-056-4 and 347-511-057-5 and 347-533-001-2 and 347-533-002-3 and 347-533-014-4 and 347-533-015-5 and 347-533-016-6 and 347-533-020-9 and 347-533-021-0 and 347-533-025-4 and 347-533-026-5 and 347-534-005-9 and 347-540-026-7 and 347-540-027-8 and 347-540-028-9 and 347-540-029-0 and 347-540-030-0 and 347-540-031-1 and 347-540-032-2 and 347-540-033-3 and 347-540-034-4 and 347-540-035-5 and 347-540-036-6 and 347-540-025-6 and 347-541-001-7 and 347-541-002-8 and 347-541-003-9 and 347-541-004-0 and 347-541-005-1 and 347-541-006-2 and 347-541-007-3 and 347-541-008-4 and 347-541-009-5 and 347-541-010-5 and 347-541-011-6 and 347-541-012-7 and 347-541-025-9 and 347-550-001-5 and 347-550-002-6 and 347-550-003-7 and 347-550-004-8 and 347-550-005-9 and 347-550-006-0 and 347-550-007-1 and 347-550-008-2 and 347-550-009-3 and 347-550-010-3 and 347-550-011-4 and 347-550-012-5 and 347-550-013-6 and 347-550-014-7 and 347-550-015-8 and 347-550-016-9 and 347-550-017-0 and 347-550-018-1 and 347-550-019-2 and 347-550-020-2 EXHIBIT “B” 5 EXHIBIT “C” FORM OF CERTIFICATION OF NON-FOREIGN STATUS EXHIBIT “C

Appears in 1 contract

Samples: Assignment and Assumption Agreement (Shopoff Properties Trust, Inc.)

Grantor. STANDARD GOLDBEHRINGER HARVARD 7000 XXXXXX XXX, INC. LLC, a Colorado corporation limited liability company By: /s/ Mxxx X. Xxxxx Name: Mxxx X. Xxxxx ItsTitle: CFO THE STATE OF TEXAS § § COUNTY OF DALLAS § This instrument was acknowledged before me on the ____ day of _______________ COUNTY OF __________________ This instrument was acknowledged before me on ____________, 20112013, by ____________________________________, as __________________________ of Standard GoldBEHRINGER HARVARD 7000 XXXXXX XXX, Inc.LLC, a Colorado corporationlimited liability company, on behalf of said limited liability company. Notary Public EXHIBIT D BXXX OF SALE Seller, BEHRINGER HARVARD 7000 XXXXXX XXX, LLC, a Colorado limited liability company ("Seller"), having its principal place of business at Dallas, Texas, in consideration of Ten Dollars ($10.00), receipt of which is hereby acknowledged, does hereby sell, assign, transfer and set over to ____________________, a _________ NOTARY PUBLIC My commission expires: _______________ EXHIBIT E BXXX OF SALE APN: (The undersigned affirms that no social Security number is contained herein) Recording requested by and when recorded, return to and mail tax bills to: Pure Path Capital Management Company LLC. [●] Attn: [●] BXXX OF SALE 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, STANDARD GOLD, INC., a Colorado corporation (“Seller”"Purchaser"), hereby conveys, grants, bargains, sells, transfers, assigns and quit claims unto PURE PATH CAPITAL MANAGEMENT COMPANY LLC, a Nevada limited liability company, (“Buyer”) all of its right, title and interest in and to the following described personal property as further described belowproperty, to-wit: All of that certain Personal Property as further the furniture, fixtures, equipment, machines, apparatus, supplies and personal property, of every nature and description, and all replacements thereof now owned by Seller and located in or on the real estate described and set forth on Exhibit “A” A attached hereto and made a part hereof and located on Sections 10 and 11 hereof, excepting therefrom any furniture, furnishings, fixtures, business equipment or articles of Township 3 North, Range 40 East, M.D.P.M. It is understood and agreed that the Buyer has inspected the personal property belonging to tenants occupying the improvements situated on said real estate, or otherwise excluded pursuant to Tenant Estoppel Certificates executed by such tenants in connection with the sale and equipment as purchase of the real property and improvements thereon described hereinin that certain Purchase Agreement between Seller and Purchaser dated _______________, for which Seller makes no representations or warranties2013. SELLER MAKES NO WARRANTY OF MERCHANTABILITY, either express or impliedQUALITY OR FITNESS FOR A PARTICULAR PURPOSE IN RESPECT OF THE FOREGOING PROPERTY, and Buyer accepts the personal Property in an as in condition, “AND THE SAME IS SOLD IN "AS IS, WHERE IS" CONDITION, WITH ALL FAULTS. BY EXECUTION OF THIS BXXX OF SALE, AND WITHOUT REPRESENTATIONS PURCHASER AFFIRMS THAT IT HAS NOT RELIED ON SELLER’S SKILL OR WARRANTIESJUDGMENT TO SELECT OR FURNISH THE FOREGOING PROPERTY FOR ANY PARTICULAR PURPOSE, EITHER EXPRESS OR IMPLIED, OF ANY KIND OR CHARACTER, INCLUDING, BUT NOT LIMITED TO, THE WARRANTIES THAT SELLER MAKES NO WARRANTY OF MERCHANTABILITY, QUALITY, OR FITNESS FOR A ANY PARTICULAR PURPOSE PURPOSE, AND THAT THE FOREGOING PROPERTY IS BEING SOLD TO PURCHASER WITHOUT REPRESENTATION OR USEWARRANTY OF ANY KIND, DESIGNEXPRESS, CONSTRUCTION, CONDITION IMPLIED OR OTHERWISE, WHETHER EXPRESSED OR IMPLIED BY LAW OR FACTSTATUTORY.

Appears in 1 contract

Samples: Purchase Agreement (Behringer Harvard Mid-Term Value Enhancement Liquidating Trust)

Grantor. STANDARD GOLDCSFB SKYMARK TOWER 2007-C2, INC. LLC, a Colorado corporation Delaware limited liability company By: /s/ Mxxx X. U.S. Bank National Association, as Trustee, Successor-in-Interest to Bank of America, N.A., as Trustee, Successor-in-Interest to Xxxxx Fargo Bank, N.A., as Trustee, for the Registered Holders of Credit Suisse First Boston Mortgage Securities Corp., Commercial Mortgage Pass-Through Certificates, Series 2007-C2 By: Torchlight Loan Services, LLC, acting solely in its capacity as Special Servicer to sole Member and not individually By: Name: Mxxx X. Xxxxx Its: CFO STATE OF FLORIDA § § COUNTY OF MIAMI-DADE § The foregoing instrument was acknowledged before me this _____ day of _____________ 2015, by ______________________________, the ________________________ COUNTY OF of Torchlight Loan Services, LLC, a Delaware limited liability company, acting solely in its capacity as Special Servicer to U.S. Bank National Association, as Trustee, Successor-in-Interest to Bank of America, N.A., as Trustee, Successor-in-Interest to Xxxxx Fargo Bank, N.A., as Trustee, for the Registered Holders of Credit Suisse First Boston Mortgage Securities Corp., Commercial Mortgage Pass-Through Certificates, Series 2007-C2, which is the sole member of CSFB SKYMARK TOWER 2007-C2, LLC, a Delaware limited liability company, on behalf of said entity. WITNESS, my hand and official seal. My commission expires:_______________________ This instrument was acknowledged before me on _______________________________________ NOTARY PUBLIC Exhibit “A” to Special Warranty Deed Exhibit “B” to Special Warranty Deed SCHEDULE “2” TO EXHIBIT “F” FORM OF QUITCLAIM XXXX OF SALE FOR VALUE RECEIVED, 2011the undersigned, by CSFB SKYMARK TOWER 2007-C2 LLC, a Delaware limited liability company, hereinafter collectively called “Seller”, does hereby sell, transfer and convey unto ______________________________________, as __________________________ of Standard Gold, Inc., a Colorado corporation. _____________________________ NOTARY PUBLIC My commission expires: _______________ EXHIBIT E BXXX OF SALE APN: , hereinafter with its legal representatives, successors and assigns being called “Buyer” (The undersigned affirms that no social Security number is contained herein) Recording requested by and when recorded, return to and mail tax bills to: Pure Path Capital Management Company LLC. [●] Attn: [●] BXXX OF SALE 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, STANDARD GOLD, INC., a Colorado corporation (words “Seller” and “Buyer” to include the neuter, masculine and feminine genders, and the singular and plural), hereby conveys, grants, bargains, sells, transfers, assigns and quit claims unto PURE PATH CAPITAL MANAGEMENT COMPANY LLC, a Nevada limited liability company, (“Buyer”) all of its right, title and interest of Seller in and to the following described goods, equipment, machinery, apparatus, fittings, furniture, furnishings and other personal property as further owned by Seller and located on certain real property situated in Tarrant County, Texas and being more particularly described below: All of that certain Personal Property as further described and set forth on Exhibit “A” attached hereto and made a part hereof incorporated herein by reference (hereinafter called the “Land”), but specifically excluding any such items owned by tenants of the Land or the improvements located thereon, all of which is hereinafter collectively called the “Personalty”. The Personalty is conveyed by Seller and located on Sections 10 accepted by Buyer subject to the provisions of paragraphs 1(a)(iii) and 11 of Township 3 Norththat certain Purchase and Sale Agreement dated June 9, Range 40 East, M.D.P.M. It is understood 2015 between Seller and agreed that the Buyer has inspected the personal property and equipment as described herein, for which Seller makes no representations or warranties, either express or implied, and Buyer accepts the personal Property in an as in condition, “AS IS, WHERE IS, WITH ALL FAULTS, AND WITHOUT REPRESENTATIONS OR WARRANTIES, EITHER EXPRESS OR IMPLIED, OF ANY KIND OR CHARACTER, INCLUDING, BUT NOT LIMITED TO, THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR USE, DESIGN, CONSTRUCTION, CONDITION OR OTHERWISE, WHETHER EXPRESSED OR IMPLIED BY LAW OR FACTBuyer.

Appears in 1 contract

Samples: Purchase and Sale Agreement (Hartman Short Term Income Properties XX, Inc.)

Grantor. STANDARD GOLD, INC. a Colorado corporation By: /s/ Mxxx X. Xxxxx Name: Mxxx X. Xxxxx Its: CFO STATE OF ___________________ By: --------------------------------- Name: --------------------------------- Title: --------------------------------- THE STATE OF ______________ ss. ss. COUNTY OF __________________ ss. This instrument was acknowledged before me on ____________, 2011199_, by _________________________, of _____________, as a _________, on behalf of such ___________. ----------------------------------- Notary Public, State of ___________ EXHIBIT "D" BLANKET CONVEYANCE, BILL OF SALE AND ASSIGNMENT ----------------------------------------------- THE STATE OF TEXAS ss. ss. KNOW ALL MEN BY THESE PRESENTS: COUNTY OF ________ ss. That concurrently with the execution and delivery hereof, ________________, a ______________________ of Standard Gold_____________ ("Assignor"), Inc.is conveying to APPLE REIT LIMITED PARTNERSHIP, a Colorado corporationVirginia limited partnership ("Assignee"), by Special Warranty Deed ( the "Deed"), that certain tract of land, together with the improvements thereon, commonly known as ____________, City of ___________, ____________ County, Texas, more particularly described on Exhibit "A" attached to the Deed and made a part thereof for all purposes (the "Property"). It is the desire of Assignor hereby to assign, transfer and convey to Assignee all fixtures, fittings, appliances, apparatus, equipment, machinery, contract rights, claims, trade names, bonds, warranties and guaranties, licenses, permits, existing telephone numbers for the Property, the name "_____________________________ NOTARY PUBLIC My commission expires: _______________ EXHIBIT E BXXX OF SALE APN: ," and other items of personal property, both tangible and intangible (The undersigned affirms that no social Security number is contained herein) Recording requested excluding cash), owned by Assignor, if any, and when recordedaffixed or attached to, return to or placed or situated upon, or used or acquired in any way whatsoever in connection with the complete and mail tax bills to: Pure Path Capital Management Company LLC. [●] Attn: [●] BXXX OF SALE FOR AND IN CONSIDERATION comfortable use, enjoyment, occupancy or operation of the sum Property, excluding, however, any personal property owned or leased by Tenants of Ten Dollars the Property ($10.00) and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, STANDARD GOLD, INC., a Colorado corporation (“Seller”), hereby conveys, grants, bargains, sells, transfers, assigns and quit claims unto PURE PATH CAPITAL MANAGEMENT COMPANY LLC, a Nevada limited liability company, (“Buyer”) all of its right, title such properties and interest in and assets being hereinafter collectively referred to as the following described personal property as further described below: All of that certain Personal Property as further described and set forth on Exhibit “A” attached hereto and made a part hereof and located on Sections 10 and 11 of Township 3 North, Range 40 East, M.D.P.M. It is understood and agreed that the Buyer has inspected the personal property and equipment as described herein, for which Seller makes no representations or warranties, either express or implied, and Buyer accepts the personal Property in an as in condition, “AS IS, WHERE IS, WITH ALL FAULTS, AND WITHOUT REPRESENTATIONS OR WARRANTIES, EITHER EXPRESS OR IMPLIED, OF ANY KIND OR CHARACTER, INCLUDING, BUT NOT LIMITED TO, THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR USE, DESIGN, CONSTRUCTION, CONDITION OR OTHERWISE, WHETHER EXPRESSED OR IMPLIED BY LAW OR FACT"Assigned Properties").

Appears in 1 contract

Samples: Purchase Contract (Apple Residential Income Trust Inc)

Grantor. STANDARD GOLDPinole Vista LLC, INC. a Colorado corporation California limited liability company By: /s/ Mxxx X. Xxxxx Name: Mxxx X. Xxxxx Its: CFO STATE OF ____________________________________ COUNTY OF Authorized Signatory By: ____________________________________ This instrument was acknowledged before me on Authorized Signatory Assessor’s Parcel Number(s): __________________ ACKNOWLEDGMENT STATE OF CALIFORNIA ) ) ss. COUNTY OF LOS ANGELES ) On _________________, 20112010, by before me, ________________________, Notary Public, personally appeared ___________________________________, as __________________________ who proved to me on the basis of Standard Goldsatisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument, Inc.and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), a Colorado corporationand that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS my hand and official seal. ___________________________________ NOTARY PUBLIC My commission expires_______________________, Notary Public EXHIBIT A Legal Description of the Property EXHIBIT B Schedule of Permitted Exceptions STATEMENT OF TAX DUE AND REQUEST THAT TAX DECLARATION NOT BE MADE A PART OF THE PERMANENT RECORD IN THE OFFICE OF THE COUNTY RECORDER (Pursuant to Cal. Rev. and Tax Code Section 11932) To: Registrar - Recorder County of Contra Costa Request is hereby made in accordance with the provision of the Documentary Transfer Tax Act that the amount of tax due not be shown on the original document which names: Pinole Vista LLC, a California limited liability company, as Grantor, and Retail Opportunity Investments Corporation, a ___________ corporation, as Grantee. The property described in the accompanying document is located in Contra Costa County, California. The amount of tax due to the County of Contra Costa on the accompanying document is _________________ EXHIBIT E BXXX OF SALE APN: (The undersigned affirms that no social Security number is contained herein) Recording requested by and when recorded, return to and mail tax bills to: Pure Path Capital Management Company LLC. [●] Attn: [●] BXXX OF SALE FOR AND IN CONSIDERATION of the sum of Ten No/100 Dollars ($10.00) and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, STANDARD GOLD, INC., a Colorado corporation (“Seller”_________.00), hereby conveys, grants, bargains, sells, transfers, assigns [and quit claims unto PURE PATH CAPITAL MANAGEMENT COMPANY LLC, a Nevada limited liability company, (“Buyer”) all the amount of its right, title and interest in and tax due to the following described personal City of Pinole on the accompanying document is _________________________ and No/100 Dollars ($_________.00), each] computed on full value of property as further described below: All of that certain Personal Property as further described and set forth on Exhibit “A” attached hereto and made a part hereof and located on Sections 10 and 11 of Township 3 North, Range 40 East, M.D.P.M. It is understood and agreed that the Buyer has inspected the personal property and equipment as described herein, for which Seller makes no representations or warranties, either express or implied, and Buyer accepts the personal Property in an as in condition, “AS IS, WHERE IS, WITH ALL FAULTS, AND WITHOUT REPRESENTATIONS OR WARRANTIES, EITHER EXPRESS OR IMPLIED, OF ANY KIND OR CHARACTER, INCLUDING, BUT NOT LIMITED TO, THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR USE, DESIGN, CONSTRUCTION, CONDITION OR OTHERWISE, WHETHER EXPRESSED OR IMPLIED BY LAW OR FACTconveyed.

Appears in 1 contract

Samples: Agreement for Purchase and Sale (Retail Opportunity Investments Corp)

Grantor. STANDARD GOLDTRAIL CREEK APARTMENTS, INC. LLC, a Colorado corporation Delaware limited liability company By: /s/ Mxxx X. Xxxxx NamePreferred Apartment Advisors, LLC, a Delaware limited liability company, its Agent By: Mxxx X. Xxxxx Its: CFO STATE OF _______________________ Name:_____________________ Title:______________________ STATE OF ___________ COUNTY OF __________________ This I HEREBY CERTIFY that on this date, before me, an officer duly authorized in the State aforesaid and in the County aforesaid, to take acknowledgments, the foregoing instrument was acknowledged before me on by ________________, 2011as the ____________ of Preferred Apartment Advisors, LLC, a Delaware limited liability company, freely and voluntarily under authority duly vested in him by said company. He is personally known to me or who has produced a driver’s license as identification. WITNESS my hand and official seal in the City and State last aforesaid this _____ day of ________________, 2014. Notary Public, State of ____________ at Large My Commission Expires: [Type, Print or Stamp Name] GRANTEE’S ADDRESS: _____________________ _____________________ _____________________ _____________________ EXHIBIT A to Special Warranty Deed ALL those certain tracts of land lying in the City of Hampton, Commonwealth of Virginia, shown and designated as Parcel 1A-2A, containing 2.286 acres, more or less, Parcel 1A-2B, containing 2.350 acres, more or less and Parcel 1A-2C, containing 12.281 acres, more or less, as shown on that certain Subdivision plat entitled "Subdivision Plat Showing Parcels 1A-1 and 1A-2 Property of Oxford Hampton Partners, LLC and Oxford Trail JV, LLC, North Axxxxxxx Avenue, City of Hampton, Virginia", dated December 18, 2008, made by Vxxxxxx Hxxxxx Brustlin, Inc., recorded December 22, 2010 in the Clerk's Office, Circuit Court, City of Hampton, Virginia in Plat Book 12, page 138. All that certain tract of land lying in the City of Hampton, Commonwealth of Virginia, shown and designated as Parcel 1A-1A, containing 10.191 acres, more or less, as shown on that certain plat by Vxxxxxx Hxxxxx Brustlin, Inc., dated September 7, 2010, entitled “Subdivision Plat showing Parcels 1A-1 and 1A-2 Property of Oxford Hampton Partners, LLC and Oxford Trail JV, LLC, North Axxxxxxxx Avenue, City of Hampton, Virginia”, a copy of which is recorded in the Clerk’s Office, Circuit Court, City of Hampton, Virginia in Pxx Book 12, Page 138. EXHIBIT B to Special Warranty Deed EXHIBIT D TO PURCHASE AND SALE AGREEMENT BXXX OF SALE BXXX OF SALE THIS BXXX OF SALE is made and delivered this _____ day of ___________, 2014, by TRAIL CREEK APARTMENTS, LLC, a Delaware limited liability company (hereinafter referred to as “Seller”), and ________________________, as ____________a ______________ of Standard Gold, Inc., a Colorado corporation. _____________________________ NOTARY PUBLIC My commission expires: _______________ EXHIBIT E BXXX OF SALE APN: (The undersigned affirms that no social Security number is contained herein) Recording requested by and when recorded, return hereinafter referred to and mail tax bills to: Pure Path Capital Management Company LLC. [●] Attn: [●] BXXX OF SALE 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, STANDARD GOLD, INC., a Colorado corporation (as SellerPurchaser”), hereby conveys, grants, bargains, sells, transfers, assigns and quit claims unto PURE PATH CAPITAL MANAGEMENT COMPANY LLC, a Nevada limited liability company, (“Buyer”) all of its right, title and interest in and to the following described personal property as further described below: All of that certain Personal Property as further described and set forth on Exhibit “A” attached hereto and made a part hereof and located on Sections 10 and 11 of Township 3 North, Range 40 East, M.D.P.M. It is understood and agreed that the Buyer has inspected the personal property and equipment as described herein, for which Seller makes no representations or warranties, either express or implied, and Buyer accepts the personal Property in an as in condition, “AS IS, WHERE IS, WITH ALL FAULTS, AND WITHOUT REPRESENTATIONS OR WARRANTIES, EITHER EXPRESS OR IMPLIED, OF ANY KIND OR CHARACTER, INCLUDING, BUT NOT LIMITED TO, THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR USE, DESIGN, CONSTRUCTION, CONDITION OR OTHERWISE, WHETHER EXPRESSED OR IMPLIED BY LAW OR FACT.

Appears in 1 contract

Samples: Purchase and Sale Agreement (Preferred Apartment Communities Inc)

Grantor. STANDARD GOLDREPUBLIC BANK & TRUST COMPANY, INC. a Colorado Kentucky banking corporation By: /s/ Mxxx X. Xxxxx NameTitle: Mxxx X. Xxxxx Its: CFO STATE COMMONWEALTH OF __________________ KENTUCKY ) ) :SS COUNTY OF __________________ This ) The foregoing instrument was subscribed, sworn to and acknowledged before me on ____________this day of , 2011, by ____________________________________, as __________________________ of Standard Gold, Inc.Republic Bank & Trust Company, a Colorado Kentucky banking corporation, on behalf of the corporation. _____________________________ NOTARY PUBLIC My commission expires: _______________ EXHIBIT E BXXX OF SALE APNNotary Public GRANTEE: (The undersigned affirms that no social Security number is contained herein) Recording requested by and when recorded, return to and mail tax bills to: Pure Path Capital Management Company LLC. [●] Attn: [●] BXXX OF SALE 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, STANDARD GOLDCITIZENS FIRST BANK, INC., a Colorado Kentucky banking corporation (“Seller”)By: Xxxx Xxxxxx, hereby conveysPresident and Chief Financial Officer COMMONWEALTH OF KENTUCKY ) ) :SS COUNTY OF ) The foregoing instrument was subscribed, grantssworn to and acknowledged before me this day of , bargains2011, sellsby Xxxx Xxxxxx, transfersas President and Chief Executive Officer of Citizens First Bank, assigns and quit claims unto PURE PATH CAPITAL MANAGEMENT COMPANY LLCInc., a Nevada limited liability companyKentucky banking corporation, on behalf of the corporation. My commission expires: Notary Public My County of Residence is [AFFIX NOTARY SEAL] THIS INSTRUMENT PREPARED BY: XXXXX, XXXXXXX & XXXXX, LLP 000 Xxxx Xxxxxxxxx Xxxxxx Xxxxxxxxxx, Xxxxxxxx 00000-0000 502.589.5235 EXHIBIT A to Special Warranty Deed Legal description for 0000 Xxxxxxxxxxx Xxxx, Xxxxxxx Xxxxx, Xxxxxxxx is as follows: Being Lot 18 of Hartland Subdivision, Section 3, as shown in Plat Book 22, Page 91, in the Xxxxxx County Clerk’s office, and being more particularly described as follows: Beginning at an iron pin in the intersection of the right-of-way of Scottsville Road and Hartland Trace (“Buyernow Xxxxxxxxx Trace); thence with the right-of-way of Hartland Trace (now Xxxxxxxxx Trace) N 64 deg. 41’ 17” E 100.08 feet to an iron pin; thence with said right-of-way on a curve with a delta angle of 11 deg. 27’ 44) all , a radius of its 645 feet and a length of 129.03 feet to an iron pin; thence S 15 deg. 53’ 03” E 200 feet to an iron pin; thence S 67 deg. 37’ 38” W 198.57 feet to an iron pin in the right-of-way of Scottsville Road; thence with said right-of-way in a northerly direction on a curve with a delta angle of 00 deg. 30’ 06”, title on a radius of 22,843.32 feet, and interest in and a length of 200 feet to the following described personal point of beginning, containing 1 acre, according to the recorded plat. Being the same property as further described below: All of that certain Personal Property as further described and set forth on Exhibit “A” attached hereto and made a part hereof and located on Sections 10 and 11 of Township 3 Northconveyed to Republic Bank & Trust Company by deed dated July 27, Range 40 East, M.D.P.M. It is understood and agreed that the Buyer has inspected the personal property and equipment as described herein, for which Seller makes no representations or warranties, either express or implied2000, and Buyer accepts of record in Deed Book 807, Page 335, in the personal Property in an as in condition, “AS IS, WHERE IS, WITH ALL FAULTS, AND WITHOUT REPRESENTATIONS OR WARRANTIES, EITHER EXPRESS OR IMPLIED, OF ANY KIND OR CHARACTER, INCLUDING, BUT NOT LIMITED TO, THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR USE, DESIGN, CONSTRUCTION, CONDITION OR OTHERWISE, WHETHER EXPRESSED OR IMPLIED BY LAW OR FACT.”Xxxxxx County Clerk’s office. EXHIBIT 5

Appears in 1 contract

Samples: Branch Purchase and Assumption Agreement (Citizens First Corp)

Grantor. STANDARD GOLDXXXXX I NMMA, INC. L.L.C., a Colorado corporation Delaware limited liability company By: /s/ Mxxx X. Xxxxx Name: Mxxx X. Xxxxx ItsTitle: CFO STATE COMMONWEALTH OF MASSACHUSETTS § § COUNTY OF SUFFOLK § On this _____ day of __________________ COUNTY OF , 202_, before me, the undersigned notary public, personally appeared__________________________, proved to me through satisfactory evidence of identification, which was ☐ photographic identification with signature issued by a federal or state governmental agency, ☐ oath or affirmation of a credible witness, ☐ personal knowledge of the undersigned, to be the person whose name is signed on the preceding or attached document(s), and acknowledged to me that he/she signed it voluntarily for its stated purpose as the ___________ This instrument was acknowledged before me of XXXXX I NMMA, L.L.C., a Delaware limited liability company, on behalf of such entity. (official seal) Notary Public My Commission Expires: EXHIBIT F - PAGE 2 OF 2 EXHIBIT G GENERAL ASSIGNMENT THIS GENERAL ASSIGNMENT (the "Xxxx of Sale") is made as of the ______ day of _____________, 2011202_ by: (i) XXXXX I MNMA, by __L.L.C., a Delaware limited liability company ("Seller"), and (ii) __________________________________, as _a _________________________ ("Purchaser"). KNOW ALL MEN BY THESE PRESENTS: Concurrently with the execution and delivery hereof, pursuant to a certain Agreement of Standard GoldPurchase and Sale dated ________, Inc.202_ (the "Agreement") between Seller and Purchaser, Seller is conveying to Purchaser all of Seller's right, title and interest in and to the real property described on Exhibit A attached hereto and made a Colorado corporation. part hereof (the "Land") and in and to the building, parking areas and other structures and improvements located on the Land (collectively, the "Improvements") located in _____________________________ NOTARY PUBLIC My commission expires: _______________ EXHIBIT E BXXX OF SALE APN: (, Colorado. The undersigned affirms that no social Security number Land and the Improvements are hereinafter sometimes collectively referred to as the "Property." It is contained herein) Recording requested by the desire of Seller to hereby sell, assign, transfer, convey, set-over and when recorded, return deliver to and mail tax bills to: Pure Path Capital Management Company LLC. [●] Attn: [●] BXXX OF SALE 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, STANDARD GOLD, INC., a Colorado corporation (“Seller”), hereby conveys, grants, bargains, sells, transfers, assigns and quit claims unto PURE PATH CAPITAL MANAGEMENT COMPANY LLC, a Nevada limited liability company, (“Buyer”) Purchaser all of its Seller's right, title and interest in and to the following described personal property Assigned Property (as further described below: All of that certain Personal Property as further described and set forth on Exhibit “A” attached hereto and made a part hereof and located on Sections 10 and 11 of Township 3 North, Range 40 East, M.D.P.M. It is understood and agreed that the Buyer has inspected the personal property and equipment as described herein, for which Seller makes no representations or warranties, either express or implied, and Buyer accepts the personal Property in an as in condition, “AS IS, WHERE IS, WITH ALL FAULTS, AND WITHOUT REPRESENTATIONS OR WARRANTIES, EITHER EXPRESS OR IMPLIED, OF ANY KIND OR CHARACTER, INCLUDING, BUT NOT LIMITED TO, THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR USE, DESIGN, CONSTRUCTION, CONDITION OR OTHERWISE, WHETHER EXPRESSED OR IMPLIED BY LAW OR FACThereinafter defined).

Appears in 1 contract

Samples: Agreement of Purchase and Sale (RREEF Property Trust, Inc.)

Grantor. STANDARD GOLD, INC. a Colorado corporation By: /s/ Mxxx X. Xxxxx Name: Mxxx X. Xxxxx ItsTitle: CFO (ADD PROPER ACKNOWLEDGEMENTS) EXHIBIT "D" XXXX OF SALE AND ASSIGNMENT STATE OF __________________ TEXAS § § KNOW ALL MEN BY THESE PRESENTS: COUNTY OF __________________ This instrument was acknowledged before me XXXXXX § That ("Grantor"), for and in consideration of Ten and No/100 Dollars ($10.00) and other good and valuable consideration to Grantor in hand paid by ("Grantee"), the receipt of which is hereby acknowledged, has BARGAINED, SOLD and DELIVERED, and by these presents does BARGAIN, SELL and DELIVER, unto the said Grantee all of the following described personal property in Xxxxxx County, Texas (the "Personal Property"), to wit: All fixtures, furniture, carpeting, draperies, appliances, furnishings, equipment, machinery, inventory, supplies and other items of tangible personal property owned by Grantor and affixed, attached to, located on ____________or about and used exclusively in connection with the ownership, 2011operation, by ___________and maintenance of the real property (the "Real Property") situated in Xxxxxx County, Texas, being more particularly described in Exhibit "A" attached hereto and made a part hereof for all proposes and improvements thereon, along with all of Grantor's right, title and interest in all intangible personal property pertaining to the Real Property. TO HAVE AND TO HOLD the aforesaid property unto Grantee, its successors and assigns forever. Grantor hereby assigns to Grantee, and Grantee hereby agrees to assume and perform all obligations accruing under the maintenance, service and supply contracts (the "Contracts") listed on Exhibit "B" attached hereto and made a part hereof from and after the date hereof, and Grantee does hereby agree to indemnify and hold Grantor harmless of and from all such obligations accruing from and after the date hereof. UPON SALE AND ASSIGNMENT OF THE PERSONAL PROPERTY AND CONTRACTS, GRANTOR SPECIFICALLY DISCLAIMS ANY WARRANTY, GUARANTY OR REPRESENTATION, ORAL OR WRITTEN, PAST, PRESENT OR FUTURE OF, AS TO, OR CONCERNING THE NATURE OR CONDITION OF THE PERSONAL PROPERTY OR CONTRACTS OR THE SUITABILITY THEREOF FOR ANY AND ALL ACTIVITIES AND USES WHICH GRANTEE MAY ELECT TO CONDUCT THEREWITH. THE SALE AND ASSIGNMENT OF THE PERSONAL PROPERTY AND CONTRACTS TO GRANTEE IS MADE IN ITS PRESENT CONDITION ON AN "AS IS", "WHERE IS" AND "WITH ALL FAULTS" BASIS, AND GRANTEE BY ACCEPTANCE OF THIS XXXX OF SALE AND ASSIGNMENT EXPRESSLY ACKNOWLEDGES THAT IN CONSIDERATION OF THE SALE AND ASSIGNMENT OF THE PERSONAL PROPERTY AND CONTRACTS, GRANTOR MAKES NO WARRANTY OR REPRESENTATION, EXPRESS OR IMPLIED, OR ARISING BY OPERATION OF LAW, WITH RESPECT TO THE PERSONAL PROPERTY OR CONTRACTS, INCLUDING, BUT NOT LIMITED TO, ANY WARRANTY OF CONDITION, TITLE, HABITABILITY, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE WITH RESPECT TO THE PERSONAL PROPERTY OR CONTRACTS OR ANY PORTION THEREOF. EXECUTED on _________________________, as ______________2007. GRANTOR: By: Name: Title: GRANTEE: By: Name: Title: EXHIBIT "E" ASSIGNMENT OF LEASES AND ASSUMPTION AGREEMENT STATE OF TEXAS § § KNOW ALL MEN BY THESE PRESENTS: COUNTY OF XXXXXX § THIS ASSIGNMENT OF LEASES AND ASSUMPTION AGREEMENT is executed by and between ("Assignor") and ____________ of Standard Gold, Inc., a Colorado corporation. _____________________________ NOTARY PUBLIC My commission expires: _______________ EXHIBIT E BXXX OF SALE APN: (The undersigned affirms that no social Security number is contained herein) Recording requested by and when recorded, return to and mail tax bills to: Pure Path Capital Management Company LLC. [●] Attn: [●] BXXX OF SALE 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, STANDARD GOLD, INC"Assignee")., a Colorado corporation (“Seller”), hereby conveys, grants, bargains, sells, transfers, assigns and quit claims unto PURE PATH CAPITAL MANAGEMENT COMPANY LLC, a Nevada limited liability company, (“Buyer”) all of its right, title and interest in and to the following described personal property as further described below: All of that certain Personal Property as further described and set forth on Exhibit “A” attached hereto and made a part hereof and located on Sections 10 and 11 of Township 3 North, Range 40 East, M.D.P.M. It is understood and agreed that the Buyer has inspected the personal property and equipment as described herein, for which Seller makes no representations or warranties, either express or implied, and Buyer accepts the personal Property in an as in condition, “AS IS, WHERE IS, WITH ALL FAULTS, AND WITHOUT REPRESENTATIONS OR WARRANTIES, EITHER EXPRESS OR IMPLIED, OF ANY KIND OR CHARACTER, INCLUDING, BUT NOT LIMITED TO, THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR USE, DESIGN, CONSTRUCTION, CONDITION OR OTHERWISE, WHETHER EXPRESSED OR IMPLIED BY LAW OR FACT.”

Appears in 1 contract

Samples: Purchase and Sale Agreement (Amrecorp Realty Fund Ii)

Grantor. STANDARD GOLDSigned, INC. a Colorado corporation By: /s/ Mxxx X. Xxxxx Name: Mxxx X. Xxxxx Its: CFO STATE OF __________________ COUNTY OF __________________ This instrument was acknowledged before me on ____________, 2011, by sealed and delivered ________________________________ in the presence of: a _____, as __________________________ of Standard Gold, Inc., a Colorado corporation. _____________________________ NOTARY PUBLIC My commission expires________________________________ By: _____________________________ Unofficial Witness Name: Title: ________________________________ Notary Public My Commission Expires: ________________________________ (NOTARIAL SEAL) EXHIBIT E BXXX A LEGAL DESCRIPTION OF THE PROPERTY Exh.B-4 EXHIBIT B PERMITTED EXCEPTIONS Exh.B-5 EXHIBIT C FORM OF XXXX OF SALE APN: KNOW ALL MEN BY THESE PRESENTS, THAT US DIVERSIFIED RESIDENTIAL 2, LLC, a Delaware limited liability company and Xxxxxx NC LLC, a Delaware limited liability company (The undersigned affirms that no social Security number is contained herein) Recording requested by collectively, “Seller”), for and when recorded, return to and mail tax bills to: Pure Path Capital Management Company LLC. [●] Attn: [●] BXXX OF SALE FOR AND IN CONSIDERATION in consideration of the sum of Ten Dollars ($10.00) and other good and valuable consideration, the receipt and sufficiency of which are is hereby acknowledged, STANDARD GOLDdoes by these presents BARGAIN AND SELL, INC.unto ______________________________, a Colorado corporation (“Seller”), hereby conveys, grants, bargains, sells, transfers, assigns and quit claims unto PURE PATH CAPITAL MANAGEMENT COMPANY LLC, a Nevada limited liability company, ______________________________ (“Buyer”) ), its successors and assigns, all of its Seller’s right, title title, and interest interest, if any, in and to the following described personal property (but excluding any business and trade fixtures, furniture, furnishings, decorations, artwork, moveable partitions, machinery, equipment and any other personal property (including, but not limited to the following, whether or not installed so as further described belowto be fixture under applicable law, telephone and other communication systems and equipment, security and alarm systems, computer systems and printers and other computer-related equipment and signage) leased from a third party, or owned by any tenant of the building and located within the space leased to that tenant or in any common areas of the building and used by a tenant in connection with its leased premises), to-wit: All tangible personal property used in connection with the operation of that certain Personal Property as further the real estate described and set forth on in Exhibit A, attached hereto and made a part hereof and located on Sections 10 and 11 of Township 3 Northincorporated herein by reference, Range 40 Eastincluding, M.D.P.M. It is understood and agreed that the Buyer has inspected the without limitation, all tangible personal property identified on Exhibit A‑1 attached hereto and equipment as described hereinincorporated herein by reference (collectively, for which Seller makes no representations or warranties, either express or implied, and Buyer accepts the personal Property in an as in condition, “Personal Property”). BUYER TAKES THE PERSONAL PROPERTY “AS IS, ,” “WHERE IS, ,” AND “WITH ALL FAULTS” AND WITH NO OBLIGATION ON THE PART OF SELLER TO MAKE ANY REPAIRS. SELLER HAS NOT MADE AND DOES NOT MAKE ANY REPRESENTATIONS AS TO THE PHYSICAL CONDITION, OPERATION OR ANY OTHER MATTER AFFECTING OR RELATED TO THE PERSONAL PROPERTY, EXCEPT AS EXPRESSLY SET FORTH IN THE PURCHASE AND WITHOUT REPRESENTATIONS SALE AGREEMENT DATED ____ ___, 2017 BY AND BETWEEN SELLER, XXXXXX NC, LLC, A DELAWARE LIMITED LIABILITY COMPANY AND BUYER (THE “PURCHASE AND SALE AGREEMENT”) AND ANY OTHER DOCUMENTS EXECUTED AND DELIVERED BY SELLER IN CONNECTION THEREWITH OR WARRANTIESEXCEPT AS HEREIN SPECIFICALLY SET FORTH OR REFERRED TO. EXCEPT AS EXPRESSLY SET FORTH IN THE PURCHASE AND SALE AGREEMENT AND ANY OTHER DOCUMENTS EXECUTED AND DELIVERED BY SELLER IN CONNECTION THEREWITH OR EXCEPT AS HEREIN SPECIFICALLY SET FORTH OR REFERRED TO, EITHER SELLER EXPRESSLY DISCLAIMS AND BUYER ACKNOWLEDGES AND ACCEPTS THAT SELLER HAS DISCLAIMED TO THE MAXIMUM EXTENT PERMITTED BY LAW, ANY AND ALL REPRESENTATIONS, WARRANTIES OR GUARANTIES OF ANY KIND, ORAL OR WRITTEN, EXPRESS OR IMPLIED, OF ANY KIND OR CHARACTERCONCERNING THE PERSONAL PROPERTY, INCLUDING, BUT NOT LIMITED TOWITHOUT LIMITATION, (i) THE WARRANTIES OF VALUE, CONDITION, MERCHANTABILITY, MARKETABILITY, PROFITABILITY, SUITABILITY OR FITNESS FOR A PARTICULAR USE OR PURPOSE OF THE PERSONAL PROPERTY, (ii) THE MANNER OR USEQUALITY OF THE CONSTRUCTION OF THE MATERIALS, DESIGNIF ANY, CONSTRUCTIONINCORPORATED INTO THE PERSONAL PROPERTY, CONDITION AND (iii) THE MANNER, QUALITY, STATE OF REPAIR OR OTHERWISELACK OF REPAIR OF THE PERSONAL PROPERTY. EXCEPT AS EXPRESSLY SET FORTH IN THE PURCHASE AND SALE AGREEMENT AND ANY OTHER DOCUMENTS EXECUTED AND DELIVERED BY SELLER IN CONNECTION THEREWITH OR EXCEPT AS HEREIN SPECIFICALLY SET FORTH OR REFERRED TO, WHETHER EXPRESSED SELLER IS NOT LIABLE OR IMPLIED BOUND IN ANY MANNER BY LAW ANY VERBAL OR FACTWRITTEN STATEMENTS, REPRESENTATIONS OR INFORMATION PERTAINING TO THE PROPERTY FURNISHED BY ANY BROKER, AGENT, EMPLOYEE, SERVANT OR OTHER PERSON, UNLESS THE SAME ARE SPECIFICALLY SET FORTH IN THE PURCHASE AND SALE AGREEMENT AND ANY OTHER DOCUMENTS EXECUTED AND DELIVERED BY SELLER IN CONNECTION THEREWITH OR EXCEPT AS HEREIN SPECIFICALLY SET FORTH OR REFERRED TO. And Seller does hereby warrant that it is the owner thereof, and that the Personal Property is free and clear of any and all claims, liens, charges, security interests and other encumbrances arising by, through or under Seller. This Xxxx of Sale shall be governed by and construed in accordance with the internal laws of the State of Georgia without regard to conflicts of law principles. This Xxxx of Sale shall be binding upon and inure to the benefit of Seller and Buyer and their respective successors and assigns. This Xxxx of Sale may be executed in counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

Appears in 1 contract

Samples: Purchase and Sale Agreement (Steadfast Apartment REIT III, Inc.)

Grantor. STANDARD GOLD[CORPORATE SEAL] THE SPORTS AUTHORITY, INC. a Colorado corporation By: /s/ Mxxx X. Xxxxx ------------------------------------- Name: Mxxx X. Xxxxx ItsTitle: CFO STATE SUBSIDIARIES OF GRANTOR: [CORPORATE SEAL] AUTHORITY INTERNATIONAL, INC. By: ------------------------------------- Name: Title: [CORPORATE SEAL] OSR, INC. By: ------------------------------------- Name: Title: [CORPORATE SEAL] THE SPORTS AUTHORITY FLORIDA, INC. By: ------------------------------------- Name: Title: [CORPORATE SEAL] THE SPORTS AUTHORITY MICHIGAN, INC. By: ------------------------------------- Name: Title: 50 EXHIBIT C (to Security Agreement) [FORM OF LOCKBOX LETTER] __________________ COUNTY OF _____________, _____ This instrument was acknowledged before me on __[Name and Address of Lockbox Bank) Re: [CORPORATION] Ladies and Gentlemen: We hereby notify you that effective __________, 2011____, by we have transferred exclusive ownership and control of our lock-box account(s) no[s]. _____________________ (the "LOCKBOX ACCOUNT[S]") maintained with you under the terms of the [Lockbox Agreement] attached hereto as Exhibit A (the "LOCKBOX AGREEMENT[S]") to First Union National Bank, as Agent (the "AGENT"). We hereby irrevocably instruct you to make all payments to be made by you out of or in connection with the Lockbox Account(s) (i) to the Agent for credit to account no. ________________, as ___ maintained by it at its office at ________________________ or (ii) as you may otherwise be instructed by the Agent. We also hereby notify you that the Agent shall be irrevocably entitled to exercise any and all rights in respect of Standard Goldor in connection with the Lockbox Account(s), Inc.including, a Colorado corporationwithout limitation, the right to specify when payments are to be made out of or in connection with the Lockbox Account(s). All funds deposited into the Lockbox Account(s) will not be subject to deduction, set-off, banker's lien or any other right in favor of any other person than the Agent, except that you may set-off against the Lockbox Account(s) the face amount of any check deposited in and credited to such Lockbox Account(s) which is subsequently returned for any reason. Your compensation for providing the service contemplated herein shall be mutually agreed between you and us from time to time and we will continue to pay such compensation. Please confirm your acknowledgment of and agreement to the foregoing instructions by signing in the space provided below Very truly yours, By: --------------------------------------- Name: Title: Acknowledged and agreed to as of this ________ day of ____________, _________________ NOTARY PUBLIC My commission expires: _______________ EXHIBIT E BXXX OF SALE APN: (The undersigned affirms that no social Security number is contained herein) Recording requested by and when recorded, return to and mail tax bills to: Pure Path Capital Management Company LLC. [LOCKBOX BANK] AttnBy: [●] BXXX OF SALE 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, STANDARD GOLD, INC., a Colorado corporation (“Seller”), hereby conveys, grants, bargains, sells, transfers, assigns and quit claims unto PURE PATH CAPITAL MANAGEMENT COMPANY LLC, a Nevada limited liability company, (“Buyer”) all of its right, title and interest in and to the following described personal property as further described below------------------------------------------ Name: All of that certain Personal Property as further described and set forth on Exhibit “A” attached hereto and made a part hereof and located on Sections 10 and 11 of Township 3 North, Range 40 East, M.D.P.M. It is understood and agreed that the Buyer has inspected the personal property and equipment as described herein, for which Seller makes no representations or warranties, either express or implied, and Buyer accepts the personal Property in an as in condition, “AS IS, WHERE IS, WITH ALL FAULTS, AND WITHOUT REPRESENTATIONS OR WARRANTIES, EITHER EXPRESS OR IMPLIED, OF ANY KIND OR CHARACTER, INCLUDING, BUT NOT LIMITED TO, THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR USE, DESIGN, CONSTRUCTION, CONDITION OR OTHERWISE, WHETHER EXPRESSED OR IMPLIED BY LAW OR FACT.”Title:

Appears in 1 contract

Samples: Security Agreement (Sports Authority Inc /De/)

Grantor. STANDARD GOLDAP WP SERAMONT REIT LLC, INC. a Colorado corporation Delaware limited liability company By: /s/ Mxxx X. Xxxxx AP WP Texas MF LLC, a Delaware limited liability company, its Manager By: _______________ Name: Mxxx X. Xxxxx Its_____________ Title: CFO _______________ Date signed: STATE OF TEXAS § § COUNTY OF _______ § This instrument was acknowledged before me on this ______ day of __________________, 20___, by __________________, _____________________ COUNTY OF of __________________ This instrument was acknowledged before me on __________, a ______________________, 2011, by on behalf of said _____________________. ____________________________________, as ________________ Notary Public in and for the State of Texas (SEAL) EXHIBIT A to Special Warranty Deed PROPERTY DESCRIPTION Purchase and Sale Agreement B-3 EXHIBIT B to Special Warranty Deed PERMITTED ENCUMBRANCES Purchase and Sale Agreement B-4 EXHIBIT C to Contract for Purchase and Sale XXXX OF SALE STATE OF TEXAS § § KNOW ALL PERSONS BY THESE PRESENTS: COUNTY OF ___________ of Standard Gold, Inc.§ AP WP SERAMONT REIT LLC, a Colorado corporation. Delaware limited liability company ("Seller"), for and in consideration of the sum of Ten and No/100 Dollars ($10.00) and other good and valuable consideration to Seller in hand paid by ___________________, a __________ NOTARY PUBLIC My commission expires: _______________ EXHIBIT E BXXX OF SALE APN: (The undersigned affirms that no social Security number is contained herein) Recording requested by and when recorded, return to and mail tax bills to: Pure Path Capital Management Company LLC. [●] Attn: [●] BXXX OF SALE FOR AND IN CONSIDERATION of the sum of Ten Dollars ($10.00) and other good and valuable consideration"Purchaser"), the receipt and sufficiency of which are is hereby acknowledged, STANDARD GOLDhas bargained, INC.sold, a Colorado corporation (“Seller”)delivered and assigned, hereby conveysand by these presents does bargain, grantssell, bargainsdeliver and assign, sellsunto Purchaser all equipment, transfersfixtures, assigns appliances, inventory and quit claims unto PURE PATH CAPITAL MANAGEMENT COMPANY LLC, a Nevada limited liability company, (“Buyer”) all of its right, title and interest in and to the following described other tangible personal property as further described below: All of whatever kind or character owned by Seller and attached to or installed or located on or in that certain Personal Property as further real property situated in Tarrant County, Texas, and the improvements situated thereon, such tract of land being described and set forth on Exhibit A, attached hereto and made a part hereof for all purposes, including, but not limited to, furniture, furnishings, drapes and located floor coverings, office equipment and supplies, heating, lighting, refrigeration, plumbing, ventilating, incinerating, cooking, laundry, communication, electrical, dishwashing, and air conditioning equipment, disposals, window screens, storm windows, recreational equipment, pool equipment, patio furniture, sprinklers, hoses, tools and lawn equipment and the items described on Sections 10 Schedule 1 attached hereto and 11 made a part hereof (collectively, the "Property"). Seller has executed this Xxxx of Township 3 NorthSale and BARGAINED, Range 40 EastSOLD, M.D.P.M. It is understood DELIVERED and agreed that ASSIGNED the Buyer Property and Purchaser has inspected accepted this Xxxx of Sale and purchased the personal property and equipment as described Property AS IS AND WHEREVER LOCATED, WITHOUT ANY REPRESENTATIONS OR WARRANTIES OF WHATSOEVER NATURE, EXPRESS, IMPLIED, OR STATUTORY, IT BEING THE INTENTION OF SELLER AND PURCHASER TO EXPRESSLY NEGATE AND EXCLUDE ALL WARRANTIES WHATSOEVER, INCLUDING WITHOUT LIMITATION THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR ANY PARTICULAR PURPOSE, WARRANTIES CREATED BY AFFIRMATION OF FACT OR PROMISE OR BY ANY DESCRIPTION OF THE PROPERTY OR BY ANY SAMPLE OR MODEL AND ANY OTHER WARRANTIES CONTAINED IN OR CREATED BY THE TEXAS UNIFORM COMMERCIAL CODE OR ANY OTHER LAW. Subject to the matters set forth herein, Seller does hereby bind itself, its successors and assigns, to forever warrant and defend title to the Property unto Purchaser, its successors and assigns, against every person whomsoever lawfully claiming or to claim the same or any part thereof, by, through or under Seller, but not otherwise. The sale, delivery and assignment of the Property is, however, subject to "Permitted Encumbrances" to which that certain Special Warranty Deed ("Deed") of even date herewith from Seller to Purchaser conveying the tract of land described on Exhibit A hereto is made subject as fully as if and for which Seller makes no representations or warranties, either express or implied, all purposes as if the Property were included and Buyer accepts described in the personal Property in an as in condition, “AS IS, WHERE IS, WITH ALL FAULTS, AND WITHOUT REPRESENTATIONS OR WARRANTIES, EITHER EXPRESS OR IMPLIED, OF ANY KIND OR CHARACTER, INCLUDING, BUT NOT LIMITED TO, THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR USE, DESIGN, CONSTRUCTION, CONDITION OR OTHERWISE, WHETHER EXPRESSED OR IMPLIED BY LAW OR FACTDeed.

Appears in 1 contract

Samples: Purchase and Sale Agreement (Steadfast Apartment REIT, Inc.)

Grantor. STANDARD GOLDMOUNT CARRIGAIN LP, INC. a Colorado corporation Texas limited partnership By: /s/ Mxxx X. Xxxxx Name: Mxxx X. Xxxxx Its: CFO STATE OF __________________ COUNTY OF __________________ This instrument was acknowledged before me on ____________Hampshire Realty Company, 2011LLC, by a Texas limited liability company, its general partner By:____________________________________, as _ Printed Name:___________________________ Title:__________________________________ STATE OF _________________ ss. ss. COUNTY OF ________________ ss. The foregoing instrument was acknowledged on ______________________, 2005, by __________________, the __________________ of Standard GoldHampshire Realty Company, Inc.LLC, a Colorado corporationTexas limited liability company, the general partner of MOUNT CARRIGAIN LP, a Texas limited partnership, on behalf of said entities. ________________________________________ NOTARY PUBLIC My commission expires: Notary Public, State of ________________ EXHIBIT E BXXX C --------- ASSIGNMENT AND ASSUMPTION OF SALE APN: (The undersigned affirms that no social Security number is contained herein) Recording requested by and when recordedLEASE, return to and mail tax bills to: Pure Path Capital Management Company LLC. [●] Attn: [●] BXXX OF SALE FOR RENTS, CONTRACTS AND IN CONSIDERATION of the sum of Ten Dollars ($10.00) and other OTHER PROPERTY INTERESTS For good and valuable consideration, the receipt and sufficiency of which are is hereby acknowledged, STANDARD GOLD, INC.MOUNT CARRIGAIN LP, a Colorado corporation Texas limited partnership (“Seller”"ASSIGNOR"), hereby conveysirrevocably assigns, grants, bargains, sells, transfers, assigns transfers and quit claims unto PURE PATH CAPITAL MANAGEMENT COMPANY LLC, a Nevada limited liability company, sets over to ___________________ (“Buyer”"ASSIGNEE") all of its Assignor's right, title and interest in and to (i) the following described personal property as further described below: All of that certain Personal Property as further described and set forth lease agreement (the "LEASE") enumerated on Exhibit “A” SCHEDULE A attached hereto and made a part hereof hereof, together rents and additional rents payable thereunder and all tenant security deposits paid to or deposited with Assignor under the Lease (the "SECURITY DEPOSITS"), (ii) to the extent assignable, the contracts (the "CONTRACTS") enumerated in SCHEDULE B attached hereto and made a part hereof, (iii) to the extent assignable, any governmental permits and approvals (the "PERMITS AND APPROVALS") related to the improvements (the "IMPROVEMENTS") located on Sections 10 the land (the "LAND") being conveyed by Assignor to Assignee by Deed, dated the date hereof, and 11 of Township 3 North(iv) to the extent assignable, Range 40 Eastall contract rights (including, M.D.P.M. It is understood and agreed that the Buyer has inspected the personal property without limitation, all existing third-party warranties, if any, on materials and equipment constituting a part of or used in the operation and maintenance of the Improvements), licenses, permits, plans and specifications, surveys, soils reports, insurance proceeds by reason of damage to the Improvements, condemnation awards and all other rights, privileges or entitlements necessary to continue the use and operation of the Land and the Improvements. Assignee hereby accepts the foregoing assignment and assumes all obligations in connection with the Lease, the Security Deposits, the Contracts and the Permits and Approvals, arising or first becoming due and payable from and after the date hereof. Assignee agrees to indemnify Assignor and hold Assignor harmless from and against any and all claims, liens, damages, demands, causes of action, liabilities, lawsuits, judgments, losses, costs and expenses (including but not limited to attorneys' fees and expenses) asserted against or incurred by Assignor by reason of or arising out of any failure by Assignee to perform or observe the obligations, covenants, terms and conditions assumed by Assignee hereunder. Other than with respect to the physical or environmental condition of the Property (as described hereindefined in the Purchase Agreement), for which Seller Assignor agrees to indemnify Assignee and hold Assignee harmless from and against any and all claims, liens, damages, demands, causes of action, liabilities, lawsuits, judgments, losses, costs and expenses (including but not limited to attorneys' fees and expenses) asserted against or incurred by Assignee by reason of or arising out of any failure by Assignor to perform its obligations under the Lease, the Security Deposits, the Contracts, and the Permits and Approvals to the extent the same arose prior to the date hereof. Assignor hereby represents and warrants only that it has not previously assigned the Lease, the Security Deposit, the Contracts, the Permits and Approvals, contract rights and other rights assigned hereby. Except as set forth in that certain Purchase and Sale Agreement dated ________, 2005 between Assignor and Assignee ("PURCHASE AGREEMENT"), Assignor makes no representations other representation or warrantieswarranty in connection with this Assignment and, either express except for the foregoing, this Assignment is made without recourse to Assignor. All terms of this Agreement shall be binding upon, inure to the benefit of and be enforceable by the parties hereto and their respective legal representatives, successors and assigns. No modification, waiver, amendment, discharge or impliedchange of this Assignment shall be valid unless the same is in writing and signed by the party against which the enforcement of such modification, and Buyer accepts the personal Property in an as in conditionwaiver, “AS ISamendment, WHERE IS, WITH ALL FAULTS, AND WITHOUT REPRESENTATIONS OR WARRANTIES, EITHER EXPRESS OR IMPLIED, OF ANY KIND OR CHARACTER, INCLUDING, BUT NOT LIMITED TO, THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR USE, DESIGN, CONSTRUCTION, CONDITION OR OTHERWISE, WHETHER EXPRESSED OR IMPLIED BY LAW OR FACTdischarge or change is or may be sought.

Appears in 1 contract

Samples: Purchase and Sale Agreement (Behringer Harvard Mid Term Value Enhancement Fund I Lp)

Grantor. STANDARD GOLDCarlyle Income Plus, INC. a Colorado corporation By: /s/ Mxxx X. Xxxxx Name: Mxxx X. Xxxxx Its: CFO STATE OF __________________ COUNTY OF __________________ This instrument was acknowledged before me on ____________Ltd., 2011, by ____________________________________, as __an Illinois limited partnership By ________________________ of Standard Gold, Inc., a Colorado corporation. _____Its ________________________ NOTARY PUBLIC My commission expires: _______________ [Printed Name and Title] EXHIBIT E BXXX A LEGAL DESCRIPTION EXHIBIT B EXCEPTIONS TO TITLE [Copy from Title Pro Forma] EXHIBIT D BILL OF SALE APN: CARLYLE INCOME XXXS, LTD., an Illinois limited partnership (The undersigned affirms that no social Security number is contained herein) Recording requested by and when recorded"Seller"), return to and mail tax bills to: Pure Path Capital Management Company LLC. [●] Attn: [●] BXXX OF SALE FOR AND IN CONSIDERATION in consideration of the sum of Ten Dollars ten dollars ($10.00) and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, STANDARD GOLDdoes hereby sell, assign, convey, transfer and set over to AMB RETAIL INCOME FUND, INC., a Colorado Maryland corporation (“Seller”"Purchaser"), hereby conveys, grants, bargains, sells, transfers, assigns and quit claims unto PURE PATH CAPITAL MANAGEMENT COMPANY LLC, a Nevada limited liability company, (“Buyer”) all of its right, title and interest in and to the following described tangible personal property as further owned by and in the possession of Seller and used in connection with the operation and ownership of those certain tracts of real estate located in Los Angeles County, California and legally described below: All of that certain Personal Property as further described and set forth on in Exhibit “A” A attached hereto and made a part hereof hereof, or within the improvements situated on said tracts of real estate (such real estate along with the improvements thereon are collectively called the "Property"), including, but not limited to, all fixtures, attachments, appliances, machinery, apparatus and located on Sections 10 equipment described in Exhibit B attached hereto and 11 of Township 3 Northmade a part hereof, Range 40 East, M.D.P.M. It is it being understood and agreed that the Buyer enumeration of any specific articles of property shall in nowise result in the exclusion of or be held to exclude any items of property not specifically mentioned (collectively, the "Personal Property"). The Personal Property specifically excludes any property owned by Tenants or Property Manager (as those terms are defined in the Purchase and Sale Agreement described below). Seller hereby represents and warrants to Purchaser that the Personal Property is free and clear of all liens, charges and encumbrances created by Seller, and that Seller has inspected full right, power and authority to sell the personal property Personal Property and equipment as described hereinto make this Bill of Sale. Seller, for which itself and its sxxxxssors, agrees that it shall warrant and defend the title to the Personal Property against the lawful claims of all persons and entities whomsoever claiming against the right, title and interest of Purchaser in the Personal Property, or any part thereof, by, through or under Seller, but not otherwise. All warranties of quality, fitness and merchantability are hereby excluded. All representations and warranties of Seller makes no representations or warrantiescontained herein shall be subject to all of the limitations, either express or impliedterms, provisions and Buyer accepts the personal conditions that are contained in Section 8.G and 13.P of that certain Agreement For Purchase and Sale of Real Estate and Related Property in an dated as in conditionof November 4, “AS IS, WHERE IS, WITH ALL FAULTS, AND WITHOUT REPRESENTATIONS OR WARRANTIES, EITHER EXPRESS OR IMPLIED, OF ANY KIND OR CHARACTER, INCLUDING, BUT NOT LIMITED TO, THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR USE, DESIGN, CONSTRUCTION, CONDITION OR OTHERWISE, WHETHER EXPRESSED OR IMPLIED BY LAW OR FACT1996 ("Agreement Limitations").

Appears in 1 contract

Samples: Assignment and Assumption Agreement (Carlyle Income Plus LTD)

Grantor. STANDARD GOLDPENN VIRGINIA OPERATING CO., INC. LLC, a Colorado corporation Delaware limited liability company By: /s/ Mxxx X. Xxxxx Name: Mxxx X. Xxxxx Its: CFO STATE OF __________________ COUNTY OF __________________ This instrument was acknowledged before me on ____________, 2011, by :_____________________________________ Xxxxx X. Xxxxxx, as Vice President GRANTEE: PENN VIRGINIA RESOURCE HOLDINGS, INC., a Delaware corporation By:_________________________________ Xxxxx X. Xxxxxx, Vice President Exhibit D to Contribution, Conveyance and Assumption Agreement STATE OF __________ ) ) SS. COUNTY OF _________ ) This instrument was acknowledged before me on the ____ day of Standard GoldSeptember 2001, Inc.by Xxxxx X. Xxxxxx, Vice President of PENN VIRGINIA OPERATING CO., LLC, a Colorado corporationDelaware limited liability company, on behalf of and in her capacity as Vice President of PENN VIRGINIA OPERATING CO., LLC. ________________________________________ NOTARY PUBLIC My commission expiresCommission Expires: ________________________ EXHIBIT E BXXX STATE OF SALE APN: (The undersigned affirms that no social Security number is contained herein__________ ) Recording requested ) SS. COUNTY OF _________ ) This instrument was acknowledged before me on the ____ day of September, 2001, by and when recordedXxxxx X. Xxxxxx, return to and mail tax bills to: Pure Path Capital Management Company LLC. [●] Attn: [●] BXXX OF SALE FOR AND IN CONSIDERATION Vice President of the sum of Ten Dollars ($10.00) and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, STANDARD GOLDPENN VIRGINIA RESOURCE HOLDINGS, INC., a Colorado Delaware corporation, on behalf of and in her capacity as Vice President of PENN VIRGINIA RESOURCE HOLDINGS, INC. ________________________________________ NOTARY PUBLIC My Commission Expires: ________________________ Exhibit D to Contribution, Conveyance and Assumption Agreement EXHIBIT E --------- AGREEMENTS TO LEASE ------------------- Exhibit E to Contribution, Conveyance and Assumption Agreement EXHIBIT F --------- ASSIGNMENT OF AGREEMENTS ------------------------ This Assignment of Agreements (this "Agreement"), is entered into as of --------- September 14, 2001, between PENN VIRGINIA RESOURCE HOLDINGS CORP., a Delaware corporation (“Seller”), hereby conveys, grants, bargains, sells, transfers, assigns "Assignor") and quit claims unto PURE PATH CAPITAL MANAGEMENT COMPANY LLCPENN VIRGINIA HOLDING CORP., a Nevada limited liability company, Virginia corporation -------- (“Buyer”) all of its right, title and interest in and to the following described personal property as further described below"Assignee"). -------- RECITALS: All of that certain Personal Property as further described and set forth on Exhibit “A” attached hereto and made a part hereof and located on Sections 10 and 11 of Township 3 North, Range 40 East, M.D.P.M. It is understood and agreed that the Buyer has inspected the personal property and equipment as described herein, for which Seller makes no representations or warranties, either express or implied, and Buyer accepts the personal Property in an as in condition, “AS IS, WHERE IS, WITH ALL FAULTS, AND WITHOUT REPRESENTATIONS OR WARRANTIES, EITHER EXPRESS OR IMPLIED, OF ANY KIND OR CHARACTER, INCLUDING, BUT NOT LIMITED TO, THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR USE, DESIGN, CONSTRUCTION, CONDITION OR OTHERWISE, WHETHER EXPRESSED OR IMPLIED BY LAW OR FACT.”--------

Appears in 1 contract

Samples: Assignment of Agreements (Penn Virginia Resource Partners L P)

Grantor. STANDARD GOLDSigned, INC. a Colorado corporation sealed and delivered in FOR 1031 NORTHRIDGE LLC, the presence of: an Idaho limited liability company /s/ Authorized Person By: FOR 1031 LLC, an Idaho Witness limited liability company, its sole member /s/ Xxxxxxx X. Xxxx Notary Public By: /s/ Mxxx X. Var Xxxxx Name: Mxxx X. Xxxxx Its: CFO STATE OF __________________ COUNTY OF __________________ This instrument was acknowledged before me on ____________, 2011, by ____________________________________, as __________________________ of Standard Gold, Inc., a Colorado corporation. _____________________________ NOTARY PUBLIC My commission expires: _______________ EXHIBIT E BXXX OF SALE APN9.27.06 Name: (The undersigned affirms that no social Security number is contained herein) Recording requested by Var Xxxxx Title: Authorized Rep. [NOTARY SEAL] MASTER TENANT: Signed, sealed and when recorded, return to and mail tax bills to: Pure Path Capital Management Company delivered in DBSI NORTHRIDGE LEASECO LLC. [●] Attn: [●] BXXX OF SALE 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, STANDARD GOLD, presence of: an Idaho limited liability company /s/ Authorized Person By: DBSI HOUSING INC., an Idaho Witness corporation, its sole manager /s/ Xxxxxxx X. Xxxx Notary Public By: /s/ Xxxxxxx Xxxxxxx Name: Xxxxxxx Xxxxxxx My commission expires: 9.27.06 Its: President [NOTARY SEAL] EXHIBIT A Legal Description (See attached) EXHIBIT A All that tract or parcel of land lying and being in Land Xxxx 00 xx xxx 00xx Xxxxxxxx, Xxxxxx Xxxxxx, Georgia containing 11.201 acres, and being more particularly described as follows: Commencing at the extended intersection of the mitered West right of way line of Xxxxxxxx Drive (80’ right of way) and the South right of way line of Northridge Road (100’ right of way); thence along said West right of way line of Xxxxxxxx Drive South 01°19’11” East a Colorado corporation (“Seller”)distance of 18.02 feet to an iron pin placed and THE TRUE POINT OF BEGINNING; thence South 01°19’11” East a distance of 672.07 feet to 1/2” bent rebar found; thence leaving said right of way line South 87°25’34” West a distance of 893.13 feet to an iron pin placed on the East right of way line of Roswell Road; thence along said right of way line along an arc to the left having a radius of 1,946.86 feet and being subtended by a chord bearing and distance of North 09°24’05” East, hereby conveys385.66 feet, grants, bargains, sells, transfers, assigns and quit claims unto PURE PATH CAPITAL MANAGEMENT COMPANY LLCthence along said arc a distance of 386.30 feet to an iron pin placed; thence leaving said right of way line North 72°03’42” East, a Nevada limited liability company, (“Buyer”) all distance of its right, title and interest in and 32.73 feet to an iron pin placed; thence along an arc to the following described personal property as further described below: All left having a radius of that certain Personal Property as further described 1,978.20 feet and set forth being subtended by a chord bearing and distance of North 01°29’13” West, 1.77 feet, thence along said arc a distance of 1.77 feet to a 5/8” rebar found; thence North 71°53’09” East a distance of 200.03 feet to an iron pin placed; thence North 03°42’54” West a distance of 184.95 feet to an iron pin placed on Exhibit “Athe South right of way line of Northridge Road; thence along said right of way line along an arc to the right having a radius of 781.64 feet and being subtended by a chord bearing and distance of North 78°15’45attached hereto and made a part hereof and located on Sections 10 and 11 of Township 3 North, Range 40 East, M.D.P.M. It is understood 99.00 feet, thence along said arc a distance of 99.06 feet to an iron pin placed; thence North 82°03’15” East a distance of 498.61 feet to an iron pin placed; thence South 40°27’55” East a distance of 21.23 feet to an iron pin placed on the West right of way line of Xxxxxxxx Drive and agreed that the Buyer has inspected the personal property and equipment as described herein, for which Seller makes no representations or warranties, either express or implied, and Buyer accepts the personal Property in an as in condition, “AS IS, WHERE IS, WITH ALL FAULTS, AND WITHOUT REPRESENTATIONS OR WARRANTIES, EITHER EXPRESS OR IMPLIED, THE TRUE POINT OF ANY KIND OR CHARACTER, INCLUDING, BUT NOT LIMITED TO, THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR USE, DESIGN, CONSTRUCTION, CONDITION OR OTHERWISE, WHETHER EXPRESSED OR IMPLIED BY LAW OR FACTBEGINNING.

Appears in 1 contract

Samples: Security Agreement (KBS Strategic Opportunity REIT, Inc.)

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Grantor. STANDARD GOLDD & B REALTY HOLDING, INC., a Missouri corporation By: --------------------------------------------- Name: ------------------------------------------- Title: ------------------------------------------ AFTER RECORDING RETURN TO: -------------------------- -------------------------- -------------------------- ADDRESS OF GRANTEE: KAZA I, LTD. c/o AMCAM, INC. a Colorado corporation By: /s/ Mxxx X. Xxxxx Name: Mxxx X. Xxxxx Its: CFO 10803 Keystone Bend Austin, Texas 78750 STATE OF __________________ COUNTY OF __________________ TEXAS Section Xxxxxxx XXXXXX XX XXXLAS Section This instrument was acknowledged before me on the ____ day of ___________, 20112001, by ____________________________________, as __________________________ of Standard GoldD & B Realty, Inc., a Colorado Missouri corporation, on behalf of said corporation. ________________[SEAL] ------------------------------------------- Notary Public in and for the State of Texas My commission expires: ------------------------------------------- Printed Name of Notary Public EXHIBIT "A" LEGAL DESCRIPTION EXHIBIT "B" PERMITTED ENCUMBRANCES EXHIBIT C BILL OF SALE AND ASSIGNMENT This BILL OF SALE AND ASSIGNXXXX (this "AGREEMENT") is made and entered xxxx effective as of the day of _____________ NOTARY PUBLIC My commission expires: _______________ EXHIBIT E BXXX OF SALE APN: 2001 (The undersigned affirms that no social Security number is contained herein) Recording requested the "EFFECTIVE DATE"), by and when recorded, return to and mail tax bills to: Pure Path Capital Management Company LLC. [●] Attn: [●] BXXX OF SALE 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, STANDARD GOLDbetween D & B REALTY HOLDING, INC., a Colorado Missouri corporation (“Seller”"ASSIGNOR"), hereby conveysas assignor, grantsfor the benefit of KAZA I, bargainsLTD. a Texas limited partnership ("ASSIGNEE"), sellsas assignee. PRELIMINARY STATEMENTS The following statements are a material part of this Agreement: A. Concurrently herewith, transfersAssignor is transferring and conveying to Assignee, assigns and quit claims unto PURE PATH CAPITAL MANAGEMENT COMPANY LLCby Special Warranty Deed, a Nevada limited liability company, (“Buyer”) all of its right, title and Assignor's interest in and to the following land described personal on EXHIBIT "A" (the "LAND") attached to this Agreement and incorporated in this Agreement by reference, together with all improvements thereon and other property as further more particularly described below: All of that certain Personal Property as further described and set forth on Exhibit “A” attached hereto and made a part hereof and located on Sections 10 and 11 of Township 3 Norththerein (collectively, Range 40 East, M.D.P.M. It is understood and agreed that the Buyer has inspected the personal property and equipment as described herein, for which Seller makes no representations or warranties, either express or implied, and Buyer accepts the personal Property in an as in condition, “AS IS, WHERE IS, WITH ALL FAULTS, AND WITHOUT REPRESENTATIONS OR WARRANTIES, EITHER EXPRESS OR IMPLIED, OF ANY KIND OR CHARACTER, INCLUDING, BUT NOT LIMITED TO, THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR USE, DESIGN, CONSTRUCTION, CONDITION OR OTHERWISE, WHETHER EXPRESSED OR IMPLIED BY LAW OR FACT"PROPERTY").

Appears in 1 contract

Samples: Agreement of Sale and Purchase (Dave & Busters Inc)

Grantor. STANDARD GOLD, INC. a Colorado corporation --------------------------------- By: /s/ Mxxx X. Xxxxx ------------------------------ Name: Mxxx X. Xxxxx Its----------------------- Title: CFO STATE OF ____----------------------- XV(B)-18 292 State of ______________ COUNTY OF _____) ) ss. County of _____________ This instrument was acknowledged before me on ____________, 2011, by ________________) On ____________________, as before me, personally appeared ____________________, personally known to me (or proved to me on the basis of satisfactory evidence) to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s) or the entity upon behalf of which the person(s) acted, executed the instrument. WITNESS my hand and official seal. [SEAL] ----------------------------------- My Commission expires: Notary Public ----------------------------------- N-1 293 EXHIBIT A LEGAL DESCRIPTION Legal Description of premises located at: ----------------------------------- ----------------------------------- [SEE ATTACHED PAGE(s) FOR LEGAL DESCRIPTION] 294 EXHIBIT B SUBJECT LEASE EXHIBIT XVI FORM OF ENVIRONMENTAL INDEMNITY AGREEMENT ENVIRONMENTAL INDEMNITY AGREEMENT THIS ENVIRONMENTAL INDEMNITY AGREEMENT (this "AGREEMENT") is entered into as of September ______ of Standard Gold, Inc.2001, a Colorado corporation. _____________________________ NOTARY PUBLIC My commission expires: _______________ EXHIBIT E BXXX OF SALE APN: (The undersigned affirms that no social Security number is contained herein) Recording requested by and when recorded, return to and mail tax bills to: Pure Path Capital Management Company LLC. [●] Attn: [●] BXXX OF SALE 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, STANDARD GOLDTHE ACKXXXXX XXOUP, INC., a Colorado Delaware corporation (“Seller”"COMPANY") and each of THE SUBSIDIARIES of Company listed on the signature pages attached hereto (each, a "SUBSIDIARY INDEMNITOR" and collectively, the "SUBSIDIARY INDEMNITORS") (Company and each Subsidiary Indemnitor is referred to as an "INDEMNITOR" and collectively as the "Indemnitors") to and for the benefit of CREDIT SUISSE FIRST BOSTON, as Administrative Agent ("ADMINISTRATIVE AGENT") for and representative of the financial institutions ("LENDERS") that are party to the Credit Agreement referred to below and any Hedge Providers (as defined below), hereby conveys, grants, bargains, sells, transfersand each of their respective successors, assigns and quit claims unto PURE PATH CAPITAL MANAGEMENT COMPANY LLCparticipants, and their respective parent, subsidiary and affiliated corporations, and the respective directors, officers, agents, attorneys, and employees of each of the foregoing including any Person that holds or that may hereafter acquire all or any part of the Facilities (as such term is defined in the Credit Agreement) or any interest or estate therein by purchasing any of the Facilities at a Nevada limited liability company, foreclosure sale or trustee's sale or by acceptance of a deed in lieu of foreclosure (“Buyer”) all each of its right, title which are referred to hereinafter individually as an "INDEMNITEE" and interest collectively as the "INDEMNITEES"). Initially capitalized terms used in and to the following described personal property as further described below: All of this Agreement without definition are defined in that certain Personal Property as further described Credit Agreement dated of even date herewith (the "CREDIT AGREEMENT") by and set forth on Exhibit “A” attached hereto among the Company, Lenders and made a part hereof and located on Sections 10 and 11 of Township 3 North, Range 40 East, M.D.P.M. It is understood and agreed that the Buyer has inspected the personal property and equipment as described herein, for which Seller makes no representations or warranties, either express or implied, and Buyer accepts the personal Property in an as in condition, “AS IS, WHERE IS, WITH ALL FAULTS, AND WITHOUT REPRESENTATIONS OR WARRANTIES, EITHER EXPRESS OR IMPLIED, OF ANY KIND OR CHARACTER, INCLUDING, BUT NOT LIMITED TO, THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR USE, DESIGN, CONSTRUCTION, CONDITION OR OTHERWISE, WHETHER EXPRESSED OR IMPLIED BY LAW OR FACTAdministrative Agent.

Appears in 1 contract

Samples: Security Agreement (Ackerley Group Inc)

Grantor. STANDARD GOLD, INC. a Colorado corporation ByDated: /s/ Mxxx X. Xxxxx Name: Mxxx X. Xxxxx Its: CFO STATE OF __________ BEHRINGER HARVARD 1221 XXXX XX, a Texas limited partnership By: Behringer Harvard 1221 Xxxx XX, LLC, a Texas limited liability company By: Name: Title: THE STATE OF TEXAS § § COUNTY OF DALLAS § This instrument was acknowledged before me on the ___ day of _______________ COUNTY OF 20__________________ This instrument was acknowledged before me on ____________, 2011, by ____________________________________, as __________________________ of Standard GoldBehringer Harvard 1221 Xxxx XX, Inc.LLC, a Colorado corporationTexas limited liability company, general partner of Behringer Harvard 1221 Xxxx XX, a Texas limited partnership, on behalf of said limited partnership. Notary Public, State of Texas Printed Name of Notary Public [SEAL] EXHIBIT A to Special Warranty Deed LEGAL DESCRIPTION [Legal description to be inserted] EXHIBIT D XXXX OF SALE Seller, BEHRINGER HARVARD 1221 XXXX XX, a Texas limited partnership (“Seller”), having its principal place of business at Dallas, Texas, in consideration of Ten Dollars ($10.00), receipt of which is hereby acknowledged, does hereby sell, assign, transfer and set over to ____________________, a _________ NOTARY PUBLIC My commission expires: _______________ EXHIBIT E BXXX OF SALE APN: (The undersigned affirms that no social Security number is contained herein) Recording requested by and when recorded, return to and mail tax bills to: Pure Path Capital Management Company LLC. [●] Attn: [●] BXXX OF SALE 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, STANDARD GOLD, INC., a Colorado corporation (“SellerPurchaser”), hereby conveys, grants, bargains, sells, transfers, assigns and quit claims unto PURE PATH CAPITAL MANAGEMENT COMPANY LLC, a Nevada limited liability company, (“Buyer”) all of its right, title and interest in and to the following described personal property as further described belowproperty, to-wit: All of that certain Personal Property as further the furniture, fixtures, equipment, machines, apparatus, supplies and personal property, of every nature and description, and all replacements thereof now owned by Seller and located in or on the real estate described and set forth on Exhibit “A” A attached hereto and made a part hereof and located on Sections 10 and 11 hereof, excepting therefrom any furniture, furnishings, fixtures, business equipment or articles of Township 3 North, Range 40 East, M.D.P.M. It is understood and agreed that the Buyer has inspected the personal property belonging to tenants occupying the improvements situated on said real estate, or otherwise excluded pursuant to Tenant Estoppel Certificates executed by such tenants in connection with the sale and equipment as purchase of the real property and improvements thereon described hereinin that certain Purchase Agreement between Seller and Purchaser dated _______________, for which Seller makes no representations or warranties20__. SELLER MAKES NO WARRANTY OF MERCHANTABILITY, either express or impliedQUALITY OR FITNESS FOR A PARTICULAR PURPOSE IN RESPECT OF THE FOREGOING PROPERTY, and Buyer accepts the personal Property in an as in condition, AND THE SAME IS SOLD IN “AS IS, WHERE IS” CONDITION, WITH ALL FAULTS. BY EXECUTION OF THIS XXXX OF SALE, AND WITHOUT REPRESENTATIONS PURCHASER AFFIRMS THAT IT HAS NOT RELIED ON SELLER’S SKILL OR WARRANTIESJUDGMENT TO SELECT OR FURNISH THE FOREGOING PROPERTY FOR ANY PARTICULAR PURPOSE, EITHER EXPRESS OR IMPLIED, OF ANY KIND OR CHARACTER, INCLUDING, BUT NOT LIMITED TO, THE WARRANTIES THAT SELLER MAKES NO WARRANTY OF MERCHANTABILITY, QUALITY, OR FITNESS FOR A ANY PARTICULAR PURPOSE PURPOSE, AND THAT THE FOREGOING PROPERTY IS BEING SOLD TO PURCHASER WITHOUT REPRESENTATION OR USEWARRANTY OF ANY KIND, DESIGNEXPRESS, CONSTRUCTION, CONDITION IMPLIED OR OTHERWISE, WHETHER EXPRESSED OR IMPLIED BY LAW OR FACTSTATUTORY.

Appears in 1 contract

Samples: Purchase Agreement (Behringer Harvard Short Term Opportunity Fund I Lp)

Grantor. STANDARD GOLDDOGWOOD FESTIVAL, INC. a Colorado corporation L.L.C., an Alabama limited liability company By: /s/ Mxxx X. Xxxxx Dogwood Management, Inc., an Alabama corporation, its Manager By: Name: Mxxx X. Xxxxx ItsTitle: CFO STATE OF ALABAMA COUNTY OF MONTGOMERY Personally appeared before me, the undersigned authority in and for the said County and State, on this day of __________, 2014, within my jurisdiction, the within named __________________ COUNTY OF ___, who acknowledged that he/she is _______________ This instrument was acknowledged before me of Dogwood Management, Inc., an Alabama corporation and Manager of Dogwood Festival, L.L.C., a manager-managed Alabama limited liability company, and that for and on ____________behalf of the said limited liability company, 2011and as the act and deed of said corporation as manager of said limited liability company, she executed the above and foregoing instrument, after first having been duly authorized by said corporation and said limited liability company so to do. My commission expires: ____________________________________, as _ NOTARY PUBLIC __________________________ [AFFIX NOTARIAL SEAL] NOTE: THE PREPARER OF THIS DEED HAS SERVED AS SCRIVENER ONLY AND HAS NOT EXAMINED THE TITLE TO SAID PROPERTY OR EXPRESSED ANY OPINION WITH RESPECT THERETO OR WITH RESPECT TO THE LEGAL DESCRIPTION THEREOF. EXHIBIT A Legal Description FORM OF XXXX OF SALE KNOW ALL MEN BY THESE PRESENTS, that Dogwood Festival, L.L.C., an Alabama limited liability company (the "Seller"), for and in consideration of Standard Gold, Inc., a Colorado corporation. the sum of Ten Dollars and other valuable consideration to it in hand paid by _____________________________ NOTARY PUBLIC My commission expires: ____, a ____________________ EXHIBIT E BXXX OF SALE APN: (The undersigned affirms that no social Security number is contained herein) Recording requested by and when recorded, return to and mail tax bills to: Pure Path Capital Management Company LLC. [●] Attn: [●] BXXX OF SALE FOR AND IN CONSIDERATION of the sum of Ten Dollars ($10.00) and other good and valuable consideration"Purchaser"), the receipt and sufficiency of which are hereby acknowledged, STANDARD GOLD, INC., a Colorado corporation (“Seller”), hereby conveys, grants, bargains, sells, transfersassigns, assigns transfers and quit claims conveys unto PURE PATH CAPITAL MANAGEMENT COMPANY LLC, a Nevada limited liability company, (“Buyer”) said Purchaser any and all of its Seller's right, title and interest in and to the following described all tangible personal property as further located upon the land described below: All of that certain Personal Property as further described and set forth on Exhibit “A” in Schedule 1 attached hereto and hereby made a part hereof (the "Land") or within the improvements located thereon, including, without limitation, any and all appliances, furniture, carpeting, tools and supplies, and other items of personal property owned by Seller (excluding cash and any software), located on Sections 10 and 11 used exclusively in connection with the operation of Township 3 Norththe Land and improvements, Range 40 East, M.D.P.M. It is understood and agreed that the Buyer has inspected the but excluding any such property owned by tenants. Said personal property is sold to and equipment as described hereinaccepted by the Purchaser AS IS, for which Seller makes no representations WHERE IS and WITH ALL FAULTS AND DEFECTS, and without warranty of title or warrantiesuse, either and without any other warranty of any kind, express or implied, including but not limited to any warranty of merchantability or fitness for a particular purpose. Notwithstanding anything to the contrary provided herein, Seller's obligations and Buyer accepts the liability hereunder shall be limited as provided in Article IX of that certain Sale Agreement by and between Seller, as seller, and _______________________ , as purchaser, dated ________________, 2011 [NOTE: ADD ANY AMENDMENTS], which Sale Agreement [as so amended] has been assigned to and assumed by Purchaser pursuant to that certain assignment agreement dated as of ___________, 2014. TO HAVE AND TO HOLD all of said personal Property in an as in conditionproperty unto Purchaser, “AS ISits successors and assigns, WHERE IS, WITH ALL FAULTS, AND WITHOUT REPRESENTATIONS OR WARRANTIES, EITHER EXPRESS OR IMPLIED, OF ANY KIND OR CHARACTER, INCLUDING, BUT NOT LIMITED TO, THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR USE, DESIGN, CONSTRUCTION, CONDITION OR OTHERWISE, WHETHER EXPRESSED OR IMPLIED BY LAW OR FACTto its own use forever.

Appears in 1 contract

Samples: To Agreement (Inland Real Estate Income Trust, Inc.)

Grantor. STANDARD GOLDSPT-LAKE ELSINORE HOLDING CO., INC. LLC, a Colorado corporation Delaware limited liability company By: /s/ Mxxx Sxxxxxx Partners, L.P., a Delaware limited partnership, sole member By: Sxxxxxx General Partner, LLC, a Delaware limited liability company, general partner By: Sxxxxxx Properties Trust, Inc., a Maryland corporation, manager By: Wxxxxxx X. Xxxxx Name: Mxxx X. Xxxxx Its: CFO STATE OF __________________ COUNTY OF __________________ This instrument was acknowledged before me on __________Xxxxxxx, President and CEO State of California County of Orange On April __, 2011, by _2011 before me,___________________________________, personally appeared WXXXXXX X. XXXXXXX, who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS my hand and official seal. Signature (Seal) SEPARATE STATEMENT OF DOCUMENTARY TRANSFER TAX NOT TO BE RECORDED County Recorder Riverside County, California Ladies/Gentlemen: In accordance with Revenue and Taxation Code Section 11932, it is requested that this statement of documentary transfer tax due not be recorded with the attached Deed, but affixed to the Deed after recordation and before return, as __________________________ of Standard Golddirected on the Deed. The Deed names the undersigned, Inc.SPT-LAKE ELSINORE HOLDING CO., LLC, a Colorado corporationDelaware limited liability company, as Grantor, and CV COMMUNITIES, LLC, a Delaware limited liability company, as Grantee. The real property being transferred is located in the County of Riverside, State of California. The amount of documentary transfer tax due on the attached deed is _____________________________ NOTARY PUBLIC My commission expires: and No/100 Dollars ($_______________ EXHIBIT E BXXX OF SALE APN: (The undersigned affirms that no social Security number is contained herein) Recording requested by and when recorded.00), return to and mail tax bills to: Pure Path Capital Management Company LLC. [●] Attn: [●] BXXX OF SALE FOR AND IN CONSIDERATION computed on the full value of the sum of Ten Dollars ($10.00) and other good and valuable considerationproperty. Very truly yours, the receipt and sufficiency of which are hereby acknowledged, STANDARD GOLD, INCSPT-LAKE ELSINORE HOLDING CO., a Colorado corporation (“Seller”), hereby conveys, grants, bargains, sells, transfers, assigns and quit claims unto PURE PATH CAPITAL MANAGEMENT COMPANY LLC, a Nevada Delaware limited liability company By: Sxxxxxx Partners, L.P., a Delaware limited partnership, sole member By: Sxxxxxx General Partner, LLC, a Delaware limited liability company, (general partner By: Sxxxxxx Properties Trust, Inc., a Maryland corporation, manager By: Wxxxxxx X. Xxxxxxx, President and CEO EXHIBIT Buyer”) all of its right, title and interest in and to the following described personal property as further described below: All of that certain Personal Property as further described and set forth on Exhibit 1” LEGAL DESCRIPTION EXHIBIT ACattached hereto and made a part hereof and located on Sections 10 and 11 of Township 3 North, Range 40 East, M.D.P.M. It is understood and agreed that the Buyer has inspected the personal property and equipment as described herein, for which Seller makes no representations or warranties, either express or implied, and Buyer accepts the personal Property in an as in condition, “AS IS, WHERE IS, WITH ALL FAULTS, AND WITHOUT REPRESENTATIONS OR WARRANTIES, EITHER EXPRESS OR IMPLIED, FORM OF ANY KIND OR CHARACTER, INCLUDING, BUT NOT LIMITED TO, THE WARRANTIES CERTIFICATION OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR USE, DESIGN, CONSTRUCTION, CONDITION OR OTHERWISE, WHETHER EXPRESSED OR IMPLIED BY LAW OR FACT.”NON-FOREIGN STATUS

Appears in 1 contract

Samples: Purchase and Sale Agreement (Shopoff Properties Trust, Inc.)

Grantor. STANDARD GOLD301 PRODUCTIONS, INC. a Colorado corporation By: /s/ Mxxx X. Xxxxx Name: Mxxx X. Xxxxx Its: CFO STATE OF __________________ COUNTY OF __________________ This instrument was acknowledged before me on ____________, 2011, by ____________________________________, as __________________________ Name: Title: NOTARY PUBLIC CERTIFICATE On this ___ day of Standard GoldNovember, Inc.2008, a Colorado corporation. ____________________ who is personally known to me appeared before me in his/her capacity as the ___________________ of _________ (“Grantor”) and executed on behalf of Grantor the Power of Attorney in favor of Voodoo Production Services, L.L.C. to which this Certificate is attached. Notary Public EXHIBIT 5(c)(v)(A) FORM OF NOTICE OF SECURITY INTEREST IN PATENTS AND TRADEMARKS NOTICE IS HEREBY GIVEN that 301 PRODUCTIONS, INC., a California corporation, the (“Grantor”) with office located at 0000 Xxxxxx Xxxxxxxxx, 0xx Xxxxx, Xxx Xxxxxxx, Xxxxxxxxxx 00000, and VOODOO PRODUCTION SERVICES, L.L.C. (“Secured Party”) with an address at 000 Xxxxxxx Xxxxxx, Xxxxx 0000, Xxx Xxxxxxx, XX 00000, have entered into a Security Agreement dated as of November 7, 2008 (the “Security Agreement”). Pursuant to the Security Agreement, the Grantor has conveyed, pledged, assigned and transferred to the Secured Party, and have granted to the Secured Party, a security interest in, (a) the registered patents, applications for registration of patents, and licenses of registered patents listed in Schedule A hereto, (b) the registered trademarks and service marks, applications for registration of trademarks and service marks, and licenses of registered trademarks and service marks listed in Schedule B hereto, together with the goodwill of the business symbolized thereby, (c) all actions for infringement concerning the foregoing, and (d) all receivables arising out of the foregoing, to secure the payment, performance and observance of the Obligations as defined in the Security Agreement. The Commissioner of Patents and Trademarks is requested to record this notice in its records. Dated: November 7, 2008 GRANTOR: 301 PRODUCTIONS, INC. By: ______________________ NOTARY PUBLIC My commission expiresName: Title: 2006437.2 EXHIBIT 2(a)(i) FORM OF NOTICE OF SECURITY INTEREST IN AND COLLATERAL ASSIGNMENT OF COPYRIGHTS NOTICE IS HEREBY GIVEN that 301 PRODUCTIONS, INC., a California corporation, (the “Grantor”) with office located at 0000 Xxxxxx Xxxxxxxxx, 0xx Xxxxx, Xxx Xxxxxxx, Xxxxxxxxxx 00000, and VOODOO PRODUCTION SERVICES, L.L.C. (“Secured Party”) with an address at 0000 X. Xxxxxxx Xx., Xxxxxxx, XX 00000xxxx entered into a Security Agreement dated as of November 7, 2008 (the “Security Agreement”). To secure the Obligations described in the Security Agreement, Grantor grants and pledges to Secured Party a security interest in all of Grantor’s right, title and interest in, to and under all Copyrights, whether now owned by or owing to, or hereafter acquired by or arising in favor of Grantor including without limitation all Copyrights listed on Schedule A, all Products related thereto, and including without limitation all proceeds thereof (such as, by way of example but not by way of limitation, license royalties and proceeds of infringement suits), the right to xxx for past, present and future infringements, all rights corresponding thereto throughout the world and all re-issues, divisions continuations, renewals, extensions and continuations-in-part thereof. This security interest is granted in conjunction with the security interest granted to Secured Party under the Security Agreement. The rights and remedies of Secured Party with respect to the security interest granted hereby are in addition to those set forth in the Security Agreement, and those which are now or hereafter available to Secured Party as a matter of law or equity. Each right, power and remedy of Secured Party provided for herein or in the Security Agreement, or now or hereafter existing at law or in equity shall be cumulative and concurrent and shall be in addition to every right, power or remedy provided for herein and the exercise by Secured Party of any one or more of the rights, powers or remedies provided for in this Notice and Assignment or the Security Agreement, or now or hereafter existing at law or in equity, shall not preclude the simultaneous or later exercise by Secured Party, of any or all other rights, powers or remedies. Dated: November 7, 2008 GRANTOR: 301 PRODUCTIONS, INC. By: ______________________ EXHIBIT E BXXX OF SALE APNName: (The undersigned affirms that no social Security number is contained herein) Recording requested by and when recorded, return to and mail tax bills toTitle: Pure Path Capital Management Company LLC. [●] Attn: [●] BXXX OF SALE 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, STANDARD GOLDSchedule A Intellectual Property 301 PRODUCTIONS, INC., a Colorado corporation (“Seller”), hereby conveys, grants, bargains, sells, transfers, assigns and quit claims unto PURE PATH CAPITAL MANAGEMENT COMPANY LLC, a Nevada limited liability company, (“Buyer”) all of its right, title and interest in and to the following described personal property as further described below: All of that certain Personal Property as further described and set forth on Exhibit “A” attached hereto and made a part hereof and located on Sections 10 and 11 of Township 3 North, Range 40 East, M.D.P.M. It is understood and agreed that the Buyer has inspected the personal property and equipment as described herein, for which Seller makes no representations or warranties, either express or implied, and Buyer accepts the personal Property in an as in condition, “AS IS, WHERE IS, WITH ALL FAULTS, AND WITHOUT REPRESENTATIONS OR WARRANTIES, EITHER EXPRESS OR IMPLIED, . SCHEDULE OF ANY KIND OR CHARACTER, INCLUDING, BUT NOT LIMITED TO, THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR USE, DESIGN, CONSTRUCTION, CONDITION OR OTHERWISE, WHETHER EXPRESSED OR IMPLIED BY LAW OR FACT.”REGISTERED INTELLECTUAL PROPERTY RIGHTS

Appears in 1 contract

Samples: Security Agreement (National Lampoon Inc)

Grantor. STANDARD GOLDGSL 16/VIF Gillingham, INC. L.P., a Colorado corporation Texas limited partnership By: /s/ Mxxx X. Xxxxx GSL 16/VIF Gillingham GP, LLC, a Delaware limited liability company, its general partner By: GSL 16/VIF Gillingham, LLC, a Delaware limited liability company, its sole member By: GSL Partners Sub Sixteen, L.P., a Texas limited partnership, its Operating Member By: GSL Sub Sixteen GP, Inc., a Texas corporation, its general partner By: Name: Mxxx X. Xxxxx ItsHereunto duly authorized By: CFO VIF Gillingham, LLC, a Delaware limited liability company, its Class A Member By: AEW Value Investors, LP, a Delaware limited partnership, its sole member By: AEW VIF Managers, LLC, a Delaware limited liability company, its general partner By: AEW VIF Investors, Inc., a Delaware corporation, its manager-member By: Name: Hereunto duly authorized STATE OF __________________ § § COUNTY OF __________________ § This instrument was acknowledged ACKNOWLEDGED before me on ____________me, day of , 2011, by ____________________________________, as _____the of , on behalf of said entities. [SEAL] Notary Public, State of Printed Name of Notary Public My Commission Expires: STATE OF § § COUNTY OF § This instrument was ACKNOWLEDGED before me, day of , 2011, by , the of , on behalf of said entities. [SEAL] Notary Public, State of Printed Name of Notary Public My Commission Expires: GRANTEE’S ADDRESS FOR TAX NOTICES: _____________________ of Standard Gold, Inc., a Colorado corporation. _____________________________ NOTARY PUBLIC My commission expires_____________________ _____________________ When recorded, return to: ____________________ ____________________ ____________________ ____________________ EXHIBIT E BXXX OF SALE APN: G Xxxx Of Sale GSL 16/VIF Gillingham, L.P., a Texas limited partnership (The undersigned affirms that no social Security number is contained herein) Recording requested by and when recorded“Seller”), return to and mail tax bills to: Pure Path Capital Management Company LLC. [●] Attn: [●] BXXX OF SALE FOR AND IN CONSIDERATION of the sum of Ten Dollars ($10.00) and other for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, STANDARD GOLD, INC., a Colorado corporation (“Seller”), hereby conveys, grants, bargains, sells, transfers, assigns transfers and quit claims unto PURE PATH CAPITAL MANAGEMENT COMPANY LLC, delivers to a Nevada limited liability company, (“Buyer”) ), all of its Seller’s right, title and interest in and to the following described fixtures, equipment and personal property as further described below: All of that certain Personal Property as further described and set forth on Exhibit “A” attached hereto and made a part hereof owned by Seller and located on Sections 10 and 11 used in connection with the real property described on Exhibit A (the “Real Property”) attached hereto, if any, including, without limitation, if any, all blinds, window shades, screens, screen doors, storm windows and doors, awnings, shutters, furnaces, heaters, heating equipment, stoves, ranges, oil and gas burners and fixtures appurtenant thereto, hot water heaters, plumbing and bathroom fixtures, electric and other lighting fixtures, trees, shrubs, plants, and air conditioning equipment and ventilators, (collectively, the “Personal Property”), but specifically excluding from the Personal Property all property leased by Seller or owned by the tenant or others, if any, to have and to hold the Personal Property unto Buyer, its successors and assigns, forever. Seller hereby represents and warrants to Buyer that Seller has the full right, power and authority to sell the Personal Property and to make and execute this Xxxx of Township 3 NorthSale. Seller hereby agrees to warrant and defend the title to the Personal Property conveyed hereby to Buyer against the lawful claims and demands of all persons claiming by, Range 40 Eastthrough or under Seller, M.D.P.M. It is understood but not otherwise. Except as set forth above and agreed that in the Purchase and Sale Agreement by and between Seller and Buyer has inspected dated as of (the personal property “Purchase Agreement”), Seller grants, bargains, sells, transfers and equipment as described hereindelivers the Personal Property in its “AS IS” condition, for which Seller WITH ALL FAULTS, IF ANY, and makes no representations or warranties, either direct or indirect, oral or written, express or implied, as to title, encumbrances and liens, merchantability, condition or fitness for a particular purpose or any other warranty of any kind, express or implied, all of which representations and warranties are expressly hereby disclaimed and denied. Buyer accepts agrees that the personal Property liability of Seller under this Xxxx of Sale, or under any law applicable to the Personal Property, shall be limited as provided in an Sections 10.2 and 17.8 of the Purchase Agreement. In the event either party hereto brings suit to enforce the terms of this instrument or on account of breach hereof, the party not prevailing in such suit shall pay any and all costs and expenses incurred by the other party in such suit, including, without limitation, court costs and attorneys’ fees. Capitalized terms used and not otherwise defined herein shall have the meanings given to such terms in the Purchase Agreement. The conveyance accomplished hereby shall survive the Closing under the Purchase Agreement. Each party agrees to execute and deliver, but without any obligation to incur any additional liability or expense, any further deliveries and assurances as in conditionmay be reasonably necessary to consummate the transaction contemplated hereby. Executed under seal this day of 2011. SELLER: GSL 16/VIF Gillingham, “AS ISL.P., WHERE ISa Texas limited partnership By: GSL 16/VIF Gillingham GP, WITH ALL FAULTSLLC, AND WITHOUT REPRESENTATIONS OR WARRANTIESa Delaware limited liability company, EITHER EXPRESS OR IMPLIEDits general partner By: GSL 16/VIF Gillingham, OF ANY KIND OR CHARACTERLLC, INCLUDINGa Delaware limited liability company, BUT NOT LIMITED TOits sole member By: GSL Partners Sub Sixteen, THE WARRANTIES OF MERCHANTABILITYL.P., FITNESS FOR a Texas limited partnership, its Operating Member By: GSL Sub Sixteen GP, Inc., a Texas corporation, its general partner By: Name: Hereunto duly authorized By: VIF Gillingham, LLC, a Delaware limited liability company, its Class A PARTICULAR PURPOSE OR USEMember By: AEW Value Investors, DESIGNLP, CONSTRUCTIONa Delaware limited partnership, CONDITION OR OTHERWISEits sole member By: AEW VIF Managers, WHETHER EXPRESSED OR IMPLIED BY LAW OR FACT.”LLC, a Delaware limited liability company, its general partner By: AEW VIF Investors, Inc., a Delaware corporation, its manager-member By: Name: Hereunto duly authorized

Appears in 1 contract

Samples: Purchase and Sale Agreement (Industrial Income Trust Inc.)

Grantor. STANDARD GOLD, INC. a Colorado corporation By: /s/ Mxxx X. Xxxxx Name: Mxxx X. Xxxxx Its: CFO STATE OF a_____________________ COUNTY OF By: ________________________________________ This instrument was acknowledged before me on a _________, Its________________________ By:_____________________________________ Name:________________________________ Title:_______________________________ GRANTEE: ____________________________________________ a_____________________ By: ________________________________________ a _________, Its________________________ By:_____________________________________ Name:________________________________ Title:_______________________________ EXHIBIT TO ASSIGNMENT LEGAL DESCRIPTION EXHIBIT D-1 FORM OF XXXX OF SALE XXXX OF SALE KNOW ALL MEN BY THESE PRESENTS that_______________________________________ _________________, 2011a__________________ limited liability company, by whose address is _______________________________________________________ (hereinafter referred to as "Seller"), in consideration of the sum of TEN DOLLARS ($10.00) and other valuable consideration paid by_______________________________________, as ______a____________________ of Standard Goldcorporation, Inc., a Colorado corporation. _whose address is ____________________________ NOTARY PUBLIC My commission expires: _______________ EXHIBIT E BXXX OF SALE APN: ____(The undersigned affirms that no social Security number is contained herein) Recording requested by and when recorded, return hereinafter referred to and mail tax bills to: Pure Path Capital Management Company LLC. [●] Attn: [●] BXXX OF SALE FOR AND IN CONSIDERATION of the sum of Ten Dollars ($10.00) and other good and valuable considerationas "Purchaser"), the receipt and sufficiency of which are hereby acknowledged, STANDARD GOLDdoes hereby grant, INC.bargain, a Colorado corporation sell, transfer, assign and deliver to Purchaser, its successors and assigns, the following items of personal property: All furniture, fixtures, equipment, appliances, supplies including, without limitation, all documents, consumables, inventory, and operating equipment and other items of tangible personal property (“Seller”collectively the "Personal Property"), hereby conveyswhich are presently installed in, grants, bargains, sells, transfers, assigns and quit claims unto PURE PATH CAPITAL MANAGEMENT COMPANY LLC, a Nevada limited liability company, (“Buyer”) all of its right, title and interest in and affixed to and/or placed upon the following described personal real property as further described below: All of that certain Personal Property as further described and set forth shown on Exhibit "A" attached hereto and by this reference made a part hereof (the "Real Property"), which are owned by Seller and located on Sections 10 which are used or which are useful, directly or indirectly, in connection with the operation of the Real Property for its intended purposes. TO HAVE AND TO HOLD the said goods and 11 chattels, together with every privilege, right, title, interest and estate thereto belonging or in anywise appertaining. AND THE SELLER HEREBY COVENANTS with Purchaser that Seller is the lawful owner of Township 3 Norththe goods and chattels hereinabove described, Range 40 East, M.D.P.M. It is understood that they are free and agreed clear of all liens and encumbrances; and that Seller will specially warrant and defend the Buyer has inspected title of the items of tangible personal property and equipment as described hereinunto Purchaser against the lawful claims of all persons or entities claiming by, through or under said Seller. However, no warranty of merchantability or fitness for which Seller makes no representations or warrantiesa particular purpose is intended, either express or implied, and Buyer accepts the items of personal Property property are purchased in an as in condition, “their present condition "AS IS, WHERE IS, ," and "WITH ALL FAULTS, AND WITHOUT REPRESENTATIONS OR WARRANTIES, EITHER EXPRESS OR IMPLIED, OF ANY KIND OR CHARACTER, INCLUDING, BUT NOT LIMITED TO, THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR USE, DESIGN, CONSTRUCTION, CONDITION OR OTHERWISE, WHETHER EXPRESSED OR IMPLIED BY LAW OR FACT."

Appears in 1 contract

Samples: Real Estate Purchase and Sale Agreement (CNL Retirement Properties Inc)

Grantor. STANDARD GOLD, INC. a Colorado corporation By: /s/ Mxxx X. Xxxxx -------------------------------- Name: Mxxx X. Xxxxx Its-------------------------------- Title: CFO STATE OF -------------------------------- ACCEPTED AND AGREED TO BY GRANTEE: ___________________________, a ____________________ COUNTY OF By:____________________________ Its:___________________________ STATE OF TEXAS ss. ss. COUNTY OF ss. ----------------- This instrument was acknowledged before me on this ____ day of _________________, 20112002, by _____________________, _____________________ of _________________, a ______________, on behalf of said ____________________. ------------------------------------------- Notary Public in and for the State of Texas My commission expires: ---------------------- EXHIBIT "C" FORM OF SPECIAL WARRANTY DEED (SOUTH BEND PROPERTY) SPECIAL WARRANTY DEED (SOUTH BEND PROPERTY) THIS INDENTURE WITNESSETH, That ________________________ ("Grantor"), CONVEYS AND SPECIFICALLY WARRANTS to Macfarlan Holdings, Ltd., having a post office address of ____________________________________, as __________________________ (hereinafter "Grantee") for the sum of Standard GoldTen and No/100 Dollars ($10.00) and other valuable consideration, Inc.the receipt and sufficiency of which are hereby acknowledged, a Colorado corporation. ________________the real estate in _____________ NOTARY PUBLIC My commission expires: _______________ EXHIBIT E BXXX OF SALE APN: County, in the State of Indiana (The undersigned affirms that no social Security number is contained herein) Recording requested by and when recorded, return to and mail tax bills to: Pure Path Capital Management Company LLC. [●] Attn: [●] BXXX OF SALE 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, STANDARD GOLD, INC., a Colorado corporation (“Seller”"Subject Property"), hereby conveysdescribed as follows: See Exhibit "A" attached hereto. This conveyance is made, grantsand the Subject Property is, bargains, sells, transfers, assigns and quit claims unto PURE PATH CAPITAL MANAGEMENT COMPANY LLC, a Nevada limited liability company, (“Buyer”) all of its right, title and interest in and subject to the following described personal property as further described below: All of that certain Personal Property as further described items and matters set forth on Exhibit “A” "B" attached hereto and made a part hereof incorporated herein by reference. The warranties of Grantor hereunder are limited to its own acts and located on Sections 10 deeds and 11 those of Township 3 Northpersons claiming by, Range 40 East, M.D.P.M. It is understood through and agreed that the Buyer has inspected the personal property and equipment as described herein, for which Seller makes no representations or warranties, either express or impliedunder Grantor, and Buyer accepts the personal Property not otherwise. Grantor certifies that there is no Indiana gross income tax due or payable in an as in condition, “connection with this conveyance. GRANTEE HEREBY ACKNOWLEDGES AND AGREES BY ITS ACCEPTANCE HEREOF THAT THE PROPERTY IS CONVEYED "AS IS, WHERE IS, " AND IN ITS PRESENT CONDITION WITH ALL FAULTS, AND, EXCEPT AS EXPRESSLY SET FORTH IN THIS SPECIAL WARRANTY DEED, GRANTOR HAS NOT MADE, DOES NOT MAKE AND WITHOUT REPRESENTATIONS OR SPECIFICALLY DISCLAIMS ANY REPRESENTATIONS, WARRANTIES, EITHER PROMISES, COVENANTS, AGREEMENTS OR GUARANTIES OF ANY KIND OR CHARACTER WHATSOEVER, WHETHER EXPRESS OR IMPLIED, ORAL OR WRITTEN, PAST, PRESENT OR FUTURE, OF, AS TO, CONCERNING OR WITH RESPECT TO: (A) THE NATURE, QUALITY OR CONDITION OF THE PROPERTY, INCLUDING, WITHOUT LIMITATION, THE WATER, SOIL AND GEOLOGY; (B) THE INCOME TO BE DERIVED FROM THE PROPERTY; (C) THE SUITABILITY OF THE PROPERTY FOR ANY AND ALL ACTIVITIES AND USES WHICH GRANTEE MAY CONDUCT THEREON; (D) THE COMPLIANCE OF OR BY THE PROPERTY OR ITS OPERATION WITH ANY LAWS, RULES, ORDINANCES OR REGULATIONS OF ANY KIND APPLICABLE GOVERNMENTAL AUTHORITY OR CHARACTERBODY, INCLUDING, BUT NOT LIMITED TO, THE WARRANTIES AMERICANS WITH DISABILITIES ACT OF MERCHANTABILITY1990 AND THE REGULATIONS PROMULGATED THEREUNDER; (E) THE HABITABILITY, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OF THE PROPERTY; OR USE(F) ANY OTHER MATTER WITH RESPECT TO THE PROPERTY. WITHOUT LIMITING THE FOREGOING, DESIGNGRANTOR DOES NOT AND HAS NOT MADE AND SPECIFICALLY DISCLAIMS ANY REPRESENTATION OR WARRANTY REGARDING THE PRESENCE OR ABSENCE OF ANY HAZARDOUS SUBSTANCES (as hereinafter defined) ON, CONSTRUCTIONUNDER OR ABOUT THE PROPERTY OR THE COMPLIANCE OR NONCOMPLIANCE OF THE PROPERTY WITH THE COMPREHENSIVE ENVIRONMENTAL RESPONSE, CONDITION OR OTHERWISECOMPENSATION AND LIABILITY ACT, WHETHER EXPRESSED OR IMPLIED BY LAW OR FACT.”THE SUPERFUND AMENDMENT AND REAUTHORIZATION ACT, THE RESOURCE

Appears in 1 contract

Samples: Agreement for Purchase And (Egl Inc)

Grantor. STANDARD GOLDVXXXXXX LASALLE MEDICAL OFFICE, INC. L.L.C., a Colorado corporation Delaware limited liability company By: /s/ Mxxx X. Xxxxx LaSalle Medical Office Fund, L.L.C., a Delaware limited liability company, its sole member By: LaSalle Medical Office Investments, L.L.C., a Delaware limited liability company, its Managing Member By: Name: Mxxx X. Xxxxx ItsTitle: CFO STATE EXHIBIT A TO EXHIBIT F-2 Legal Description EXHIBIT B TO EXHIBIT F-2 Permitted Exceptions EXHIBIT G Form of Bxxx of Sale THIS BXXX OF SALE, dated as of the __________________ COUNTY OF __________________ This instrument was acknowledged before me on ____________day of , 20112006 between LASALLE MEDICAL OFFICE, by ____________________________________, as __________________________ of Standard Gold, Inc.L.L.C, a Colorado corporation. _____________________________ NOTARY PUBLIC My commission expiresDelaware limited liability company, (“Seller”), and [ ] (the “Purchaser”), provides: _______________ EXHIBIT E BXXX OF SALE APN: (The undersigned affirms that no social Security number is contained herein) Recording requested by THAT for and when recorded, return to and mail tax bills to: Pure Path Capital Management Company LLC. [●] Attn: [●] BXXX OF SALE FOR AND IN CONSIDERATION in consideration of the sum of Ten Dollars ($10.00) conveyance made herein, the consideration received therefor by the Seller and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, STANDARD GOLD, INC., a Colorado corporation (“Seller”), the Seller hereby conveys, grants, bargains, sells, assigns, transfers, assigns sets over and quit claims unto PURE PATH CAPITAL MANAGEMENT COMPANY LLC, a Nevada limited liability company, (“Buyer”) delivers to the Purchaser all of its Seller’s right, title and interest in and to the following mechanical systems, fixtures and equipment comprising a part of or attached to or located in the medical office buildings commonly known as [Richmond Memorial Medical Office Building I, 8220 Mechanicsville Road, Mechanicsville, Virginia] [Vxxxxxx Hills Professional Buildings, 1808 and 1000 Xxxxxxx Xxxxxxxxx, Glendale, California] and all other structures and improvements constructed on the Real Estate (collectively, the “Improvements”) located on the real property legally described personal on Exhibits A hereto (the “Real Estate”), together with all site plans, surveys, plans and specifications, warranties, books, records and floor plans in Seller’s or its property as further described below: All of that certain manager’s possession which relate to the Real Estate or Improvements (collectively, the “Personal Property”). The Personal Property as further described and set forth on Exhibit is conveyed to the Purchaser in its AAs Is, Where Isattached hereto and made a part hereof and located on Sections 10 and 11 condition, without representation or warranty of Township 3 Northany kind, Range 40 Eastincluding but not limited to its condition or fitness for any particular purpose, M.D.P.M. It is understood and agreed provided that Seller represents that the Buyer has inspected the personal property Personal Property is owned by Seller and equipment as described hereinis free and clear of all liens and other encumbrances. FURTHER, for which Seller makes no representations hereby agrees to sign, execute and deliver, or warrantiescause to be signed, either express or impliedexecuted and delivered, and Buyer accepts to do or make, or use good faith efforts to cause to be done or made, upon reasonable request of the personal Property Purchaser, any and all agreements, instruments, papers, deeds, or things, supplemental, confirmatory or otherwise, as may be reasonably required by the Purchaser for the purpose of or in an connection with acquiring or more effectually vesting in the Purchaser or evidencing the vesting in the Purchaser of all of the right, title and interest of the Seller in and to the Personal Property. This Agreement may be executed in as in conditionmany counterparts as may be required by the parties. It shall not be necessary that the signature on behalf of both parties hereto appear on each counterpart hereof, and it shall be sufficient that the signature on behalf of both parties hereto appear on one or more such counterparts. All counterparts shall collectively constitute a single Agreement. This Agreement shall not be effective until executed on behalf of both parties hereto. EXCEPT AS EXPRESSLY SET FORTH HEREIN, THE SELLER MAKES NO WARRANTY, EXPRESS OR IMPLIED, AS TO THE CONDITION OF THE PERSONAL PROPERTY. THE PURCHASER HAS MADE AND HAS RELIED UPON ITS OWN INSPECTION OF THE PERSONAL PROPERTY AND ACCEPTS IT IN “AS IS, WHERE IS, WITH ALL FAULTS, AND WITHOUT REPRESENTATIONS OR WARRANTIES, EITHER EXPRESS OR IMPLIED, ” CONDITION. SIGNATURE PAGE BXXX OF ANY KIND OR CHARACTER, INCLUDING, BUT NOT LIMITED TO, THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR USE, DESIGN, CONSTRUCTION, CONDITION OR OTHERWISE, WHETHER EXPRESSED OR IMPLIED BY LAW OR FACT.”SALE

Appears in 1 contract

Samples: Purchase and Sale Agreement (Cogdell Spencer Inc.)

Grantor. STANDARD GOLDTHE REALTY ASSOCIATES FUND V, INC. L.P., a Colorado corporation Delaware limited partnership By: /s/ Mxxx X. Xxxxx Realty Associates Fund V LLC, its general partner By: Realty Associates Advisors LLC, its manager By: Realty Associates Advisors Trust, its sole member By: Name: Mxxx X. Xxxxx ItsTitle: CFO THE STATE OF § § COUNTY OF § This instrument was acknowledged before me on , 2004, by , a of Realty Associates Advisors Trust, the sole member of Realty Associates Advisors LLC, the manager of Realty Associates Fund V, LLC, a general partner of The Realty Associates Fund V, L.P., a Delaware limited partnership, on behalf of such entities. My Commission Expires: _____________________________ COUNTY OF __________________ This instrument was acknowledged before me on ____________, 2011, by ____________________________________, as ____________ Notary Public, State of _______________ of Standard Gold, Inc., a Colorado corporation. __________________________________________ NOTARY PUBLIC My commission expiresNotary’s name printed: _______________ EXHIBIT E BXXX OF SALE APNG GENERAL ASSIGNMENT THIS GENERAL ASSIGNMENT (the “Xxxx of Sale”) is made as of the day of , 2004 by: (The undersigned affirms that no social Security number is contained hereini) Recording requested by and when recordedTHE REALTY ASSOCIATES FUND V, return to and mail tax bills to: Pure Path Capital Management Company LLC. [●] Attn: [●] BXXX OF SALE 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, STANDARD GOLD, INC.L.P., a Colorado corporation Delaware limited partnership (“Seller”), hereby conveys, grants, bargains, sells, transfers, assigns and quit claims unto PURE PATH CAPITAL MANAGEMENT COMPANY LLC(ii) , a Nevada limited liability company, (“BuyerPurchaser”). KNOW ALL MEN BY THESE PRESENTS: Concurrently with the execution and delivery hereof, pursuant to a certain Agreement of Purchase and Sale dated , 2004 (the “Agreement”) between Seller and Purchaser, Seller is conveying to Purchaser all of its Seller’s right, title and interest in and to the following real property described personal property as further described below: All of that certain Personal Property as further described and set forth on Exhibit “A” A attached hereto and made a part hereof (the “Land”) and in and to the building, parking areas and other structures and improvements located on Sections 10 the Land (collectively, the “Improvements”) located in the County of Xxxxxx, State of Texas. The Land and 11 of Township 3 North, Range 40 East, M.D.P.M. the Improvements are hereinafter sometimes collectively referred to as the “Property.” It is understood the desire of Seller to hereby sell, assign, transfer, convey, set-over and agreed that deliver to Purchaser all of Seller’s right, title and interest in and to the Buyer has inspected the personal property and equipment Assigned Property (as described herein, for which Seller makes no representations or warranties, either express or implied, and Buyer accepts the personal Property in an as in condition, “AS IS, WHERE IS, WITH ALL FAULTS, AND WITHOUT REPRESENTATIONS OR WARRANTIES, EITHER EXPRESS OR IMPLIED, OF ANY KIND OR CHARACTER, INCLUDING, BUT NOT LIMITED TO, THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR USE, DESIGN, CONSTRUCTION, CONDITION OR OTHERWISE, WHETHER EXPRESSED OR IMPLIED BY LAW OR FACThereinafter defined).

Appears in 1 contract

Samples: Agreement of Purchase and Sale (Wells Real Estate Investment Trust Ii Inc)

Grantor. STANDARD GOLD​BLUEBIRD ARROWHEAD PHOENIX LLC, INC. a Colorado corporation By: /s/ Mxxx X. Xxxxx Name: Mxxx X. Xxxxx Its: CFO STATE OF __________________ COUNTY OF __________________ This instrument was acknowledged before me on ____________Delaware limited liability company​By:Golden Arrow 6 LLC, 2011a Delaware limited liability company, by ____________________________________its sole member ​By:CTO Realty Growth, as ____Inc., a Maryland corporation, successor-by-merger with CTO Realty Growth, Inc., a Florida corporation, f/k/a Consolidated-Tomoka Land Co., its sole member​​By:________________________Name:_____________________Title:______________________ ​ STATE OF FLORIDACOUNTY OF VOLUSIA ​The foregoing instrument was acknowledged before me by means of Standard Gold☐ physical presence or ☐ online notarization this ___ day of ​ ​​ ​, 2021, by ​ ​​ ​​ ​, as ​ ​​ ​​ ​ CTO Realty Growth, Inc., a Colorado Maryland corporation, successor-by-merger with CTO Realty Growth, Inc., a Florida corporation, f/k/a Consolidated-Tomoka Land Co., as the sole member of Golden Arrow 6 LLC, a Delaware limited liability company, as the sole member of BLUEBIRD ARROWHEAD PHOENIX LLC, a Delaware limited liability company, on behalf of the company. _______________He ☐ is personally known to me, or ☐ produced ______________ as identification. [NOTARY PUBLIC My commission expires: SEAL] ​​ ​​ ​​ ​​ ​​ ​​ ​​Notary Public Signature​​ ​​ ​​ ​​ ​​ ​​ ​​Typed/Printed Notary NameCommission No.​ ​​ ​​ ​​ ​My Commission Expires:​ ​​ ​​ ​ 10808008​ ​ EXHIBIT B-5 FORM OF MARYLAND SPECIAL WARRANTY DEED ​ SPECIAL WARRANTY DEED THIS DEED, made as of the ___ day of _______________ EXHIBIT E BXXX OF SALE APN: (The undersigned affirms that no social Security number is contained herein) Recording requested , 2021, by and when recordedbetween BLUEBIRD GERMANTOWN MD LLC, return a Delaware limited liability company (“Grantor”), having an address 0000 X. Xxxxxxxxxx Blvd. Suite 140, Daytona Beach, Florida 32114, and ALPINE INCOME PROPERTY OP, LP, a Delaware limited partnership (“Grantee”), having an address 0000 X. Xxxxxxxxxx Blvd. Suite 140, Daytona Beach, Florida 32114. WITNESSETH, that in consideration of the payment by Grantee to and mail tax bills to: Pure Path Capital Management Company LLC. [●] Attn: [●] BXXX OF SALE FOR AND IN CONSIDERATION Grantor of the sum of Ten Dollars TEN AND NO/100 DOLLARS ($10.00) and other good and valuable consideration), the receipt and sufficiency adequacy of which are hereby acknowledgedacknowledged by Grantor, STANDARD GOLDGrantor hereby GRANTS and CONVEYS to Grantee and Grantee's successors and assigns, INC.in fee simple, a Colorado corporation all that lot or parcel of ground situate and lying in Xxxxxxxxxx County, Maryland, which is described in Exhibit A attached hereto, together with the buildings and improvements thereupon, and all and every of the rights, alleys, ways, waters, privileges, appurtenances and advantages, to the same belonging, or anywise appertaining (“SellerProperty”). TO HAVE AND TO HOLD the Property unto and to the proper use and benefit of Grantee and Grantee's successors and assigns, in fee simple. AND BEING, the same property conveyed to Grantor by Special Warranty Deed from U.S. Bank National Association, dated September 13, 2013, and recorded September 25, 2013 among the Land Records of Xxxxxxxxxx County, Maryland, in Liber 47741 at folio 369. SUBJECT TO THE OPERATION AND EFFECT of the instruments and matters shown on Exhibit B, attached hereto, to the extent the same by their terms affect the Property (“Permitted Exceptions”). GRANTOR does hereby covenant with Grantee that, subject to the Permitted Exceptions, Grantor will warrant specially the Property. OTHER THAN THE SPECIAL WARRANTY OF TITLE SET FORTH IN THIS DEED AND AS EXPRESSLY STATED IN THE AGREEMENT OF PURCHASE AND SALE WHEREBY GRANTEE AGREED TO PURCHASE FROM GRANTOR (THE “AGREEMENT”), hereby conveysAND GRANTOR AGREED TO SELL TO GRANTEE, grantsTHE PROPERTY, bargainsGRANTOR CONVEYS THE PROPERTY TO GRANTEE AND BY ACCEPTING THIS DEED, sells, transfers, assigns and quit claims unto PURE PATH CAPITAL MANAGEMENT COMPANY LLC, a Nevada limited liability company, (“Buyer”) all of its right, title and interest in and to the following described personal property as further described below: All of that certain Personal Property as further described and set forth on Exhibit “A” attached hereto and made a part hereof and located on Sections 10 and 11 of Township 3 North, Range 40 East, M.D.P.M. It is understood and agreed that the Buyer has inspected the personal property and equipment as described herein, for which Seller makes no representations or warranties, either express or implied, and Buyer accepts the personal Property in an as in condition, “AS GRANTEE ACCEPTS THE PROPERTY AS-IS, WHERE WHERE-IS, WITH ALL FAULTSFAULTS AND GRANTOR MAKES NO REPRESENTATIONS OR WARRANTIES WITH RESPECT TO THE PHYSICAL CONDITION OR ANY OTHER ASPECT OF THE PROPERTY, INCLUDING, WITHOUT LIMITATION, (I) THE STRUCTURAL INTEGRITY OF ANY IMPROVEMENTS ON THE PROPERTY, (II) THE MANNER, CONSTRUCTION, CONDITION, AND WITHOUT REPRESENTATIONS STATE OF REPAIR OR WARRANTIESLACK OF REPAIR OF ANY OF SUCH IMPROVEMENTS, EITHER EXPRESS (Ill) THE CONFORMITY OF THE IMPROVEMENTS TO ANY PLANS OR IMPLIEDSPECIFICATIONS FOR THE PROPERTY, INCLUDING BUT NOT LIMITED TO ANY 10808008​ ​ PLANS AND SPECIFICATIONS THAT MAY HAVE BEEN OR WHICH MAY BE PROVIDED TO GRANTEE, (IV) THE CONFORMITY OF THE PROPERTY TO PAST, CURRENT OR FUTURE APPLICABLE ZONING OR BUILDING CODE REQUIREMENTS OR THE COMPLIANCE WITH ANY OTHER LAWS, RULES, ORDINANCES, OR REGULATIONS OF ANY GOVERNMENT OR OTHER BODY, (V) THE FINANCIAL EARNING CAPACITY OR HISTORY OR EXPENSE HISTORY OF THE OPERATION OF THE PROPERTY, (VI) THE NATURE AND EXTENT OF ANY RIGHT-OF-WAY, LEASE, POSSESSION, LIEN, ENCUMBRANCE, LICENSE, RESERVATION, CONDITION, OR OTHERWISE, (VII) THE EXISTENCE OF SOIL INSTABILITY, PAST SOIL REPAIRS, SOIL ADDITIONS OR CONDITIONS OF SOIL FILL, SUSCEPTIBILITY TO LANDSLIDES, SUFFICIENCY OF UNDERSHORING, SUFFICIENCY OF DRAINAGE, (VIII) WHETHER THE PROPERTY IS LOCATED WHOLLY OR PARTIALLY IN A FLOOD PLAIN OR A FLOOD HAZARD BOUNDARY OR SIMILAR AREA, (IX) THE EXISTENCE OR NON­EXISTENCE OF ASBESTOS, UNDERGROUND OR ABOVE GROUND STORAGE TANKS, HAZARDOUS WASTE OR OTHER TOXIC OR HAZARDOUS MATERIALS OF ANY KIND OR CHARACTERANY OTHER ENVIRONMENTAL CONDITION OR WHETHER THE PROPERTY IS IN COMPLIANCE WITH APPLICABLE LAWS, RULES AND REGULATIONS, (X) THE PROPERTY'S INVESTMENT POTENTIAL OR RESALE POTENTIAL AT ANY FUTURE DATE, AT A PROFIT OR OTHERWISE, (XI) ANY TAX CONSEQUENCES OF OWNERSHIP OF THE PROPERTY OR (XII) ANY OTHER MATTER WHATSOEVER AFFECTING THE STABILITY, INTEGRITY, FITNESS FOR USE OR OTHER CONDITION OR STATUS OF THE LAND OR ANY BUILDINGS OR IMPROVEMENTS SITUATED ON ALL OR PART OF THE PROPERTY (COLLECTIVELY, THE “PROPERTY CONDITIONS”), AND BY ACCEPTING THIS DEED, GRANTEE HEREBY UNCONDITIONALLY AND IRREVOCABLY WAIVES ANY AND ALL ACTUAL OR POTENTIAL RIGHTS GRANTEE MIGHT HAVE REGARDING ANY FORM OF WARRANTY, EXPRESS OR IMPLIED OR ARISING BY OPERATION OF LAW, INCLUDING, BUT NOT IN NO WAY LIMITED TOTO ANY WARRANTY OF CONDITION, THE WARRANTIES OF MERCHANTABILITYHABITABILITY, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE RELATING TO THE PROPERTY, ITS IMPROVEMENTS OR USETHE PROPERTY CONDITIONS, DESIGNSUCH WAIVER BEING ABSOLUTE, CONSTRUCTIONCOMPLETE, CONDITION OR OTHERWISETOTAL AND UNLIMITED IN ANY WAY, WHETHER EXPRESSED OR IMPLIED BY LAW OR FACT.”EXCEPT TO THE EXTENT OTHERWISE PROVIDED IN THE AGREEMENT. ​ [Signatures on Following Pages] ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ B-5 10808008​ ​ WITNESS the hand and seal of Grantor. ​

Appears in 1 contract

Samples: Purchase and Sale Agreement (Alpine Income Property Trust, Inc.)

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