FORM OF XXXX OF SALE. For valuable consideration, the receipt and sufficiency of which is hereby acknowledged, XXXXXXXX AIR-CRANE INCORPORATED (the “Seller”), owner of the full legal and beneficial title to the aircraft, engines, equipment and documents described below (hereinafter referred to as the “Aircraft”):
FORM OF XXXX OF SALE. For good and valuable consideration, the receipt of which is hereby acknowledged, XXXXXX DEVELOPMENT WALKER, LLC, a Michigan limited liability company (“Seller”), does hereby sell, assign, transfer and convey to (“Purchaser”), any and all personal property (as described in Section 1.2 of that certain Agreement of Purchase and Sale dated , 2017, by and between Seller and Purchaser) (the “Personal Property”). Except as otherwise expressly provided for in the Agreement of Purchase and Sale, dated as of , between Seller and Purchaser (the “Purchase Agreement”), the Personal Property is being conveyed “AS IS”, “WHERE IS”, and “WITH ALL FAULTS”, without any representation or warranty whatsoever as to its condition, fitness for any particular purpose, merchantability or any other warranty, express or implied; provided, however, that Seller represents and warrants that Seller has authority to convey the Personal Property and Seller has not transferred, sold, or assigned the Personal Property to any other party. Except as otherwise expressly provided for in the Purchase Agreement, Purchaser is acquiring the Personal Property based solely upon Purchaser’s own independent investigations and inspections of the same and not in reliance on any information provided by Seller or Seller’s agents or contractors. Except as otherwise expressly provided for in the Purchase Agreement, Seller specifically disclaims any warranty, guaranty or representation, oral or written, past or present, express or implied, concerning the Personal Property except as provided herein. Dated this day of , 2017. SELLER: XXXXXX DEVELOPMENT WALKER, LLC, a Michigan limited liability company By: Name: Its: EXHIBIT E FORM OF CLOSING CERTIFICATE CERTIFICATION OF SELLER’S REPRESENTATIONS AND WARRANTIES Pursuant to Section 8.6 of that certain Agreement of Purchase and Sale dated as of February , 2017 (the “Purchase Agreement”), by and between XXXXXX DEVELOPMENT WALKER, LLC, a Michigan limited liability company, as seller, (“Seller”), and ( “Purchaser”), Seller hereby certifies to Purchaser that all of the representations and warranties of Seller contained in Article VI of the Purchase Agreement are true, correct, complete and reaffirmed as of the date hereof. Dated: , 2017 SELLER: XXXXXX DEVELOPMENT WALKER, LLC, a Michigan limited liability company By: Name: Its: EXHIBIT F FORM OF TENANT NOTICE LETTER [NOTE – NEED TO CONFORM TO REQUIREMENTS OF WALGREENS LEASE] , 2017 VIA CERTIFIED MAIL RETURN RECEIPT REQU...
FORM OF XXXX OF SALE. For good and valuable consideration, the receipt of which is hereby acknowledged, UP STONECREEK, INC., an Arizona corporation (“Seller”), does hereby sell, grant, assign, transfer, and convey to , a (“Buyer”), free and clear of all of all liens, encumbrances, security interests and claims to title, all personal property owned by Seller and used exclusively in connection with the operation of that certain real property more particularly described in Exhibit A attached hereto (the “Personal Property”), including, without limitation, such Personal Property described in the attached Schedule 1. TO HAVE AND TO HOLD its respective right, title and interest in the Personal Property, together with any rights and appurtenances thereto, unto Buyer, its representatives, successors and assigns, and Seller agrees to warrant and defend its right, title and interest in the Personal Property unto Buyer. Seller has executed this Xxxx of Sale and BARGAINED, SOLD, TRANSFERRED, CONVEYED and ASSIGNED the Personal Property and Buyer has accepted this Xxxx of Sale and purchased the Personal Property AS IS AND WHEREVER LOCATED, WITH ALL FAULTS AND, EXCEPT AS PROVIDED ABOVE OR IN THE PURCHASE AGREEMENT (DEFINED BELOW), WITHOUT ANY REPRESENTATIONS OR WARRANTIES OF WHATSOEVER NATURE, EXPRESS, IMPLIED, OR STATUTORY, EXCEPT AS EXPRESSLY SET FORTH IN THE AGREEMENT OF SALE AND PURCHASE BETWEEN SELLER AND BUYER, DATED AS OF DECEMBER 29, 2004 (the “PURCHASE AGREEMENT”) AND THE WARRANTIES SET FORTH HEREIN, IT BEING THE INTENTION OF SELLER AND BUYER TO EXPRESSLY NEGATE AND EXCLUDE ALL WARRANTIES WHATSOEVER, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR ANY PARTICULAR PURPOSE, ANY IMPLIED OR EXPRESS WARRANTY OF CONFORMITY TO MODELS OR SAMPLES OF MATERIALS, ANY RIGHTS OF BUYER UNDER APPROPRIATE STATUTES TO CLAIM DIMINUTION OF CONSIDERATION, ANY CLAIM BY BUYER FOR DAMAGES BECAUSE OF DEFECTS, WHETHER KNOWN OR UNKNOWN, LATENT OR PATENT, WITH RESPECT TO THE PROPERTY, WARRANTIES CREATED BY AFFIRMATION OF FACT OR PROMISE AND ANY OTHER WARRANTIES CONTAINED IN OR CREATED BY THE UNIFORM COMMERCIAL CODE AS NOW OR HEREAFTER IN EFFECT IN THE STATE IN WHICH THE PERSONAL PROPERTY IS LOCATED, OR CONTAINED IN OR CREATED BY ANY OTHER LAW. Exhibit “F” - Xxxx of Sale 1 Buyer expressly acknowledges and affirms the provisions of Sections 6.2, 7.3 and 7.4 of the Purchase Agreement. Dated this day of , 2005. SELLER: UP STONECREEK, INC., an Arizona corporation By: Name: Title: BUYER: , a By: Na...
FORM OF XXXX OF SALE. XXXX OF SALE THIS XXXX OF SALE is made this day of , 2014, by and between the Port of Seattle, a municipal corporation of the State of Washington (the “Port”) and Snohomish County, a political subdivision of the State of Washington (the “County”).
FORM OF XXXX OF SALE. (for the Gas Business) This Xxxx of Sale, is made as of ________________, ______ by and between Aquila, Inc., a Delaware corporation (“Seller”), and [Newco Gas LP], a Delaware limited partnership (the “Company”). Unless otherwise indicated, capitalized terms used but not otherwise defined herein have the meanings ascribed to such terms in the Partnership Interests Purchase Agreement (as defined below).
FORM OF XXXX OF SALE. (for the Electric Business) This Xxxx of Sale, is made as of ________________, ______ by and between Aquila, Inc., a Delaware corporation (“Seller”), and [Newco Electric LP], a Delaware limited partnership (the “Company”). Unless otherwise indicated, capitalized terms used but not otherwise defined herein have the meanings ascribed to such terms in the Partnership Interests Purchase Agreement (as defined below).
FORM OF XXXX OF SALE. This Xxxx of Sale, is made as of ________________, ______ by and between Aquila, Inc., a Delaware corporation (“Seller”), and Black Hills Corporation, a South Dakota corporation (“Buyer”). Unless otherwise indicated, capitalized terms used but not otherwise defined herein have the meanings ascribed to such terms in the Asset Purchase Agreement (as defined below).
FORM OF XXXX OF SALE. XXXX OF SALE This Xxxx of Sale (“Agreement”) is made as of this [__] day of [ ], [ ], by RHODE ISLAND RESOURCE RECOVERY CORPORATION, a Rhode Island corporation (“RIRRC”), to RIDGEWOOD GAS SERVICES LLC, a Delaware limited liability company (“RGS”). All terms not otherwise defined herein shall be defined as set forth in the Purchase and Sale Agreement (as defined below). RIRRC and RGS may sometimes be referred to herein individually as a “Party” and collectively as the “Parties.”
FORM OF XXXX OF SALE a(n) _________________ (“Seller”), for good and valuable considerations, receipt and sufficiency of which are hereby acknowledged, does hereby quitclaim, sell, assign, transfer and set over to _________________, a ____________ (“Buyer”), all of its right, title and interest, if any, in and to any Personal Property located on and used in connection with the Property. Seller warrants that it owns such Personal Property free and clear of liens and encumbrances of any persons claiming by, through or under Seller. Capitalized terms used herein shall have the meanings given to them in that certain Single Family Homes Real Estate Purchase and Sale Agreement, dated as of _____, 2017, between Seller and Buyer.
FORM OF XXXX OF SALE. For good and valuable consideration the receipt of which is hereby acknowledged, XXXXX X. XXXXXX, an individual (“Seller”), does hereby sell, transfer, and convey to INTEGRATED SILICON SOLUTION, INC., a Delaware corporation (“Buyer”), all Personal Property (the “Personal Property”) owned by Seller used in connection with the Real Property and Improvements. Capitalized terms used but not defined herein shall have the meanings ascribed to such terms in that certain Purchase Agreement dated as of , between Seller and Buyer. Seller warrants and represents that it currently holds title to the Personal Property free and clear of any liens or encumbrances and Seller does hereby bind itself and its successors and assigns to WARRANT AND FOREVER DEFEND, all and singular, the title to the interests herein transferred unto Buyer, and its successors and assigns, against any person whomsoever, provided such person is claiming any such rights by, through or under Seller. DATED this day of , 2012 XXXXX X. XXXXXX, an individual EXHIBIT D ASSIGNMENT OF SERVICE CONTRACTS, AND INTANGIBLE PROPERTY THIS ASSIGNMENT is made and entered into as of this 4th day of December, 2012, by XXXXX X. XXXXXX, an individual (“Assignor”), and INTEGRATED SILICON SOLUTION, INC., a Delaware corporation (“Assignee”). Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to such terms in that certain Purchase Agreement dated as of July 30, 2012 (the “Purchase Agreement”) by and between Assignor and Assignee. FOR GOOD AND VALUABLE CONSIDERATION, the receipt of which is hereby acknowledged, effective as of the Effective Date (as defined below), Assignor hereby assigns and transfers unto Assignee all of its right, title, claim and interest, free and clear of all liens, encumbrances or interests of others, in and under:
