Agreement Of Purchase And Sale (Page 25 of 30) in pdf

EXHIBIT B

BILL OF SALE, ASSIGNMENT AND ASSUMPTION

(_____, Houston, Texas)

THIS BILL OF SALE, ASSIGNMENT AND ASSUMPTION is made as of the _____ day of

__________________, ______, by and between ABC, Ltd., a Texas limited partnership (“Assignor”),

and _________________________, a _________________________ (“Assignee”).

W I T N E S S E T H:

For good and valuable consideration, receipt and sufficiency of which are hereby acknowledged,

Assignor and Assignee hereby agree as follows:

Assignor hereby sells, transfers, assigns and conveys to Assignee the following:

All right, title and interest of Assignor in and to all tangible personal property

(“Personalty”) set forth in the inventory on Exhibit A attached hereto and made a part hereof, and located

on, and used in connection with the management, maintenance or operation of that certain land and

improvements located in the County of Harris, State of Texas, as more particularly described in Exhibit B

attached hereto and made a part hereof (“Real Property”).

To the extent assignable, all right, title and interest of Assignor in and to those

certain contracts set forth on Exhibit C attached hereto and made a part hereof, and all warranties,

guaranties, indemnities and claims (including, without limitation, for workmanship, materials and

performance) and which exist or may hereafter exist against any contractor, subcontractor, manufacturer

or supplier or laborer or other services relating thereto (collectively, the “Contracts”).

This Bill of Sale, Assignment and Assumption is given pursuant to that certain

Agreement of Purchase and Sale (as amended, the “Purchase Agreement”) dated as of

____________________, between Assignor and Assignee, providing for, among other things, the

conveyance of the Personalty and the Contracts.

As set forth in Article 11 of the Purchase Agreement, which is hereby incorporated by

reference as if herein set out in full and except as set forth herein, the property conveyed hereunder is

conveyed by Assignor and accepted by Assignee AS IS, WHERE IS, AND WITHOUT ANY

WARRANTIES OF WHATSOEVER NATURE, EXPRESS OR IMPLIED, EXCEPT AS

EXPRESSLY SET FORTH IN THE PURCHASE AGREEMENT, IT BEING THE INTENTION

OF ASSIGNOR AND ASSIGNEE EXPRESSLY TO NEGATE AND EXCLUDE ALL

WARRANTIES, INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF

MERCHANTABILITY AND FITNESS FOR ANY PARTICULAR PURPOSE, WARRANTIES

CREATED BY ANY AFFIRMATION OF FACT OR PROMISE OR BY ANY DESCRIPTION OF

THE PROPERTY CONVEYED HEREUNDER, OR BY ANY SAMPLE OR MODEL THEREOF,

AND ALL OTHER WARRANTIES WHATSOEVER CONTAINED IN OR CREATED BY THE

TEXAS UNIFORM COMMERCIAL CODE.

Assignee hereby accepts the assignment of the Personalty and the Contracts and agrees to

assume and discharge, in accordance with the terms thereof, all of the obligations thereunder from and

after the date hereof.

H-Earnest Money Contract

Agreement Of Purchase And Sale Page 25