Common use of FORM OF XXXX OF SALE Clause in Contracts

FORM OF XXXX OF SALE. For good and valuable consideration, receipt and sufficiency of which is hereby acknowledged, the undersigned, XXXX DANBURY LLC, a Delaware limited liability company (“Seller”), does hereby give, grant, bargain, sell, transfer, assign, convey and deliver to , a (“Buyer”), all personal property of Seller located on, in, or used or useful in connection with that certain real property (the “Real Property”) located in the County of Fairfield, City of Danbury, State of Connecticut, commonly known as Danbury Corporate Center, which Real Property is more particularly described on Exhibit A attached hereto. The assets transferred hereby are conveyed AS-IS WHERE-IS WITHOUT ANY REPRESENTATION OF MERCHANTABILITY OR FITNESS FOR ANY PURPOSE WHATSOEVER. Seller hereby covenants that it will, at any time and from time to time upon written request therefor, at Buyer’s sole expense and without the assumption of any additional liability thereby, execute and deliver to Buyer, its nominees, successors and/or assigns, any new or confirmatory instruments and do and perform any other acts which Buyer, its nominees, successors and/or assigns, may reasonably request in order to fully assign and transfer to and vest in Buyer, its nominees, successors and/or assigns, and protect its or their rights, title and interest in and enjoyment of, all of the assets of Seller intended to be transferred and assigned hereby, or to enable Buyer, its nominees, successors and/or assigns, to realize upon or otherwise enjoy any such assets. All references to “Seller” and “Buyer” herein shall be deemed to include their respective nominees, successors and/or assigns, where the context permits. Dated: ___, 2008 SELLER: XXXX DANBURY LLC, a Delaware limited liability company By: Its: This Certificate is given to, [Enter Buyer Name], a(n) and its successor and assigns (“Buyer”) by , a (“Tenant”), with the understanding that Buyer, its counsel or any third party, including any lender of Buyer, will rely on this Certificate regarding the office building commonly known as Danbury Corporate Center, located at 00 Xxx Xxxxxxxxx Xxxx, ‘City of Danbury, County of Fairfield, State of Connecticut (the “Property”). Tenant hereby certifies as of the date of this Certificate as follows:

FORM OF XXXX OF SALE. For good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the undersignedXXXXXX DEVELOPMENT WALKER, XXXX DANBURY LLC, a Delaware Michigan limited liability company (“Seller”), does hereby give, grant, bargain, sell, transfer, assign, transfer and convey and deliver to , a (“BuyerPurchaser”), any and all personal property (as described in Section 1.2 of Seller located on, in, or used or useful in connection with that certain real property Agreement of Purchase and Sale dated , 2017, by and between Seller and Purchaser) (the “Real Personal Property”) located ). Except as otherwise expressly provided for in the County Agreement of FairfieldPurchase and Sale, City dated as of Danbury, State of Connecticutbetween Seller and Purchaser (the “Purchase Agreement”), commonly known as Danbury Corporate Center, which Real the Personal Property is more particularly described on Exhibit A attached hereto. The assets transferred hereby are being conveyed AS-IS WHERE-IS WITHOUT ANY REPRESENTATION OF MERCHANTABILITY OR FITNESS FOR ANY PURPOSE WHATSOEVER. Seller hereby covenants that it will“AS IS”, at “WHERE IS”, and “WITH ALL FAULTS”, without any time and from time representation or warranty whatsoever as to time upon written request thereforits condition, at Buyer’s sole expense and without the assumption of fitness for any additional liability therebyparticular purpose, execute and deliver to Buyer, its nominees, successors and/or assigns, any new merchantability or confirmatory instruments and do and perform any other acts which Buyerwarranty, its nomineesexpress or implied; provided, successors and/or assignshowever, may reasonably request 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 order to fully assign the Purchase Agreement, Purchaser is acquiring the Personal Property based solely upon Purchaser’s own independent investigations and transfer to and vest in Buyer, its nominees, successors and/or assigns, and protect its or their rights, title and interest in and enjoyment of, all inspections of the assets 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 Seller intended to be transferred and assigned hereby, or to enable Buyer2017. XXXXXX DEVELOPMENT WALKER, its nominees, successors and/or assigns, to realize upon or otherwise enjoy any such assets. All references to “Seller” and “Buyer” herein shall be deemed to include their respective nominees, successors and/or assigns, where the context permits. Dated: ___, 2008 SELLER: XXXX DANBURY LLC, a Delaware Michigan limited liability company By: Name: Its: This Certificate is given toPursuant to Section 8.6 of that certain Agreement of Purchase and Sale dated as of February , [Enter Buyer Name], a(n) and its successor and assigns 2017 (the “Buyer”) by , a (“TenantPurchase Agreement”), with the understanding that Buyerby and between XXXXXX DEVELOPMENT WALKER, its counsel or any third partyLLC, including any lender of Buyera Michigan limited liability company, will rely on this Certificate regarding the office building commonly known as Danbury Corporate Centerseller, located at 00 Xxx Xxxxxxxxx Xxxx, ‘City of Danbury, County of Fairfield, State of Connecticut (the “PropertySeller”). Tenant , 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 of this Certificate as follows:hereof. Dated: , 2017 XXXXXX DEVELOPMENT WALKER, LLC, a Michigan limited liability company By: Name: Its: VIA CERTIFIED MAIL RETURN RECEIPT REQUESTED

FORM OF XXXX OF SALE. For good and valuable considerationKNOW ALL MEN BY THESE PRESENTS, receipt and sufficiency of which is hereby acknowledged, the undersigned, XXXX DANBURY that CITY CENTER BELLEVUE PROPERTY LLC, a Delaware limited liability company (“Seller”), 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, does hereby give, grant, bargain, sell, grant, transfer, assign, and convey and deliver to , a (“BuyerPurchaser”), its successors and assigns, for its and their own use and benefit, forever, all Seller’s right, title and interest in and to (specifically excluding any fixtures or personal property of Seller owned by tenant under leases, licensees under licenses or by the property manager) the following personal property presently located on, in, or used or useful in connection with that certain on the real property (the “Real Property”) located in the County of Fairfield, City of Danbury, State of Connecticut, estate commonly known as Danbury Corporate City Center, which Real Property is located at 000 000xx Xxxxxx, Xxxxxxxx, Xxxxxxxxxx 00000, and more particularly described on Exhibit A attached hereto. The assets transferred hereby are conveyed AS-IS WHERE-IS WITHOUT ANY REPRESENTATION OF MERCHANTABILITY OR FITNESS FOR ANY PURPOSE WHATSOEVER. Seller hereby covenants that it will, at any time and from time to time upon written request therefor, at Buyer’s sole expense and without the assumption of any additional liability thereby, execute and deliver to Buyer, its nominees, successors and/or assigns, any new or confirmatory instruments and do and perform any other acts which Buyer, its nominees, successors and/or assigns, may reasonably request in order to fully assign and transfer to and vest in Buyer, its nominees, successors and/or assigns, and protect its or their rights, title and interest in and enjoyment of, all of the assets of Seller intended to be transferred and assigned hereby, or to enable Buyer, its nominees, successors and/or assigns, to realize upon or otherwise enjoy any such assets. All references to “Seller” and “Buyer” herein shall be deemed to include their respective nominees, successors and/or assigns, where the context permits. Dated: ___, 2008 SELLER: XXXX DANBURY LLC, a Delaware limited liability company By: Its: This Certificate is given to, [Enter Buyer Name], a(n) and its successor and assigns (“Buyer”) by , a (“Tenant”), with the understanding that Buyer, its counsel or any third party, including any lender of Buyer, will rely on this Certificate regarding the office building commonly known as Danbury Corporate Center, located at 00 Xxx Xxxxxxxxx Xxxx, ‘City of Danbury, County of Fairfield, State of Connecticut hereto (the “Premises”): (i) all mechanical systems, fixtures, machinery and equipment comprising a part of or attached to or located upon or within the Premises, (ii) maintenance equipment and tools, if any, owned by Seller and used exclusively in connection with, and located in or at, the Premises; (iii) site plans, surveys, plans and specification, manuals and instruction materials, and floor plans in Seller’s possession which relate to the Premises; (iv) pylons and other signs situated on or at the Premises; and (v) other tangible personal property owned by Seller and used exclusively in connection with, and located in or on, the Premises as of the date hereof (collectively, the “Personal Property”). Tenant hereby certifies as of the date of this Certificate as follows:THE PERSONAL PROPERTY IS CONVEYED WITHOUT RECOURSE TO SELLER IN ITS AS IS, WHERE IS CONDITION AND SELLER HEREBY DISCLAIMS, AND PURCHASER HEREBY WAIVES, ANY AND ALL WARRANTIES OF MERCHANTABILITY AND WARRANTIES OF FITNESS FOR A PARTICULAR PURPOSE (WHETHER STATUTORY, EXPRESS OR IMPLIED) WITH RESPECT TO THE PERSONAL PROPERTY BEING TRANSFERRED BY THIS INSTRUMENT.

FORM OF XXXX OF SALE. For good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the undersignedUP STONECREEK, XXXX DANBURY LLCINC., a Delaware limited liability company an Arizona corporation (“Seller”), does hereby givesell, grant, bargain, sellassign, transfer, assign, and convey and deliver to , a (“Buyer”), free and clear of all of all liens, encumbrances, security interests and claims to title, all personal property of owned by Seller located on, in, or and used or useful exclusively in connection with the operation of that certain real property more particularly described in Exhibit A attached hereto (the “Real Personal Property”) located ), including, without limitation, such Personal Property described in the County of Fairfield, City of Danbury, State of Connecticut, commonly known as Danbury Corporate Center, which Real Property is more particularly described on Exhibit A attached heretoSchedule 1. The assets transferred hereby are conveyed AS-IS WHERE-IS WITHOUT ANY REPRESENTATION OF MERCHANTABILITY OR FITNESS FOR ANY PURPOSE WHATSOEVER. Seller hereby covenants that it will, at any time and from time to time upon written request therefor, at Buyer’s sole expense and without the assumption of any additional liability thereby, execute and deliver to Buyer, TO HAVE AND TO HOLD its nominees, successors and/or assigns, any new or confirmatory instruments and do and perform any other acts which Buyer, its nominees, successors and/or assigns, may reasonably request in order to fully assign and transfer to and vest in Buyer, its nominees, successors and/or assigns, and protect its or their rightsrespective right, title and interest in the Personal Property, together with any rights and enjoyment ofappurtenances thereto, all of the assets of Seller intended to be transferred and assigned hereby, or to enable unto Buyer, its nomineesrepresentatives, successors and/or and assigns, and Seller agrees to realize upon or otherwise enjoy any such assetswarrant and defend its right, title and interest in the Personal Property unto Buyer. All references to 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 “SellerPURCHASE 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 “Buyer” herein shall be deemed to include their respective nomineesaffirms the provisions of Sections 6.2, successors and/or assigns7.3 and 7.4 of the Purchase Agreement. Dated this day of , where the context permits2005. Dated: ___, 2008 SELLER: XXXX DANBURY LLCUP STONECREEK, INC., an Arizona corporation By: Name: Title: BUYER: , a Delaware limited liability company By: ItsName: This Certificate Title: Exhibit “F” - Xxxx of Sale 2 Exhibit “F” - Xxxx of Sale 3 Exhibit “F” - Xxxx of Sale 4 THIS ASSIGNMENT AND ASSUMPTION OF LEASES (the “Assignment”) dated as of , 2005, is given tobetween UP STONECREEK, [Enter Buyer Name]INC., a(n) and its successor and assigns an Arizona corporation (“BuyerAssignor”) by ), and , a (“TenantAssignee”), with the understanding that Buyer, its counsel or any third party, including any lender of Buyer, will rely on this Certificate regarding the office building commonly known as Danbury Corporate Center, located at 00 Xxx Xxxxxxxxx Xxxx, ‘City of Danbury, County of Fairfield, State of Connecticut (the “Property”). Tenant hereby certifies as of the date of this Certificate as follows:.