SPECIAL WARRANTY DEED. U.S. Bank National Association, as Trustee, as successor-in-interest to Bank of America, National Association, as successor-by-merger to LaSalle Bank National Association, as Trustee for the Registered Holders of Bear Xxxxxxx Commercial Mortgage Securities Inc., Commercial Mortgage Pass-Through Certificates, Series 2007-PWR17 (“Grantor”), for and in consideration of the sum of Ten and No/100 Dollars ($10.00) cash and other good and valuable consideration to it paid by ___________________ (“Grantee”), whose mailing address is ______________________, the receipt and sufficiency of which are hereby acknowledged and confessed, has GRANTED, BARGAINED, SOLD, and CONVEYED, and by these presents does GRANT, BARGAIN, SELL, and CONVEY unto the Grantee that certain tract of land (“Land”) described on Exhibit A attached hereto and incorporated herein, together with all improvements thereon and all rights and appurtenances appertaining thereto, including all of Grantor’s right, title and interest in and to any adjacent or adjoining streets, alleys, or rights-of-ways and any strips or gores or any mineral rights, utilities, licenses and permits (herein collectively called the “Property”). This conveyance is given and accepted subject to (i) the permitted exceptions set forth on Exhibit B attached hereto and incorporated herein, (ii) discrepancies, conflicts in boundary lines, shortages in area, encroachments and any state of facts which an accurate survey of the Property would disclose or which are shown on the public records, (iii) rights of tenants as tenants only, and (iv) laws, regulations, resolutions or ordinances, including, without limitation, building, zoning and environmental protection, as to the use, occupancy, subdivision, development, conversion or redevelopment of the Property imposed by any governmental authority (herein called the “Permitted Encumbrances”). Grantee, by its acceptance hereof, agrees to assume and be solely responsible for payment of all ad valorem taxes pertaining to the Property for the calendar year 201__ and subsequent years; there having been a proper proration of same between Grantor and Grantee. TO HAVE AND TO HOLD the Property and all improvements located thereon, together with all and singular the rights and appurtenances thereto in anywise belonging, unto Grantee, its legal representatives, successors, and assigns forever; and Grantor does hereby bind itself, its legal representatives, successors, and assigns to WARRANT AND FOREVER DEFEND all and singular the Property, subject to the Permitted Encumbrances, unto Grantee, its legal representatives, successors, and assigns, against every person whomsoever lawfully claiming or to claim the same or any part thereof by, through, or under Grantor, but not otherwise. 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”), AND GRANTOR AGREED TO SELL TO GRANTEE, THE PROPERTY, GRANTOR CONVEYS THE PROPERTY TO GRANTEE AND BY ACCEPTING THIS DEED, GRANTEE ACCEPTS THE Agreement of Purchase and Sale 1751891_4 PROPERTY AS-IS, WHERE-IS, WITH ALL FAULTS 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 STATE OF REPAIR OR LACK OF REPAIR OF ANY OF SUCH IMPROVEMENTS, (Ill) THE CONFORMITY OF THE IMPROVEMENTS TO ANY PLANS OR SPECIFICATIONS FOR THE PROPERTY, INCLUDING BUT NOT LIMITED TO ANY 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 ANY 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 IN NO WAY LIMITED TO ANY WARRANTY OF CONDITION, HABITABILITY, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE RELATING TO THE PROPERTY, ITS IMPROVEMENTS OR THE PROPERTY CONDITIONS, SUCH WAIVER BEING ABSOLUTE, COMPLETE, TOTAL AND UNLIMITED IN ANY WAY, EXCEPT TO THE EXTENT OTHERWISE PROVIDED IN THE AGREEMENT. [Signature Page Follows] Agreement of Purchase and Sale 1751891_4 WITNESS THE EXECUTION HEREOF as of the ______ day of ____________, 201__. GRANTOR: U.S. Bank National Association, as Trustee, as successor-in-interest to Bank of America, National Association, as successor-by-merger to LaSalle Bank National Association, as Trustee for the Registered Holders of Bear Xxxxxxx Commercial Mortgage Securities Inc., Commercial Mortgage Pass-Through Certificates, Series 2007-PWR17 By: C-III Asset Management LLC (f/k/a Centerline Servicing Inc.), a Delaware limited liability company, in its capacity as general special servicer pursuant to that certain Pooling and Servicing Agreement dated September 1, 2007 By: Xxx Xxxxxxxx, Servicing Officer STATE OF TEXAS ) ) ss. COUNTY OF DALLAS ) This instrument was acknowledged before me on ____________, 201__, by Xxx Xxxxxxxx, Servicing Officer of C-III Asset Management LLC, in its capacity as special servicer for U.S. Bank National Association, as Trustee, as successor-in-interest to Bank of America, National Association, as successor-by-merger to LaSalle Bank National Association, as Trustee for the Registered Holders of Bear Xxxxxxx Commercial Mortgage Securities Inc., Commercial Mortgage Pass-Through Certificates, Series 2007-PWR17. [seal] Notary Public – State of Texas My commission expires: Agreement of Purchase and Sale 1751891_4 Agreement of Purchase and Sale 1751891_4 EXHIBIT A TO SPECIAL WARRANTY DEED LAND DESCRIPTION Agreement of Purchase and Sale 37 1751891_4 Agreement of Purchase and Sale 38 1751891_4 Agreement of Purchase and Sale 1751891_4 EXHIBIT B TO SPECIAL WARRANTY DEED PERMITTED ENCUMBRANCES Agreement of Purchase and Sale 40 1751891_4 EXHIBIT ”E”
Appears in 1 contract
Samples: Agreement of Purchase and Sale (Hartman Short Term Income Properties XX, Inc.)
SPECIAL WARRANTY DEED. U.S. Bank National AssociationFor valuable consideration, as Trusteereceipt of which is hereby acknowledged, as successor-in-interest to Bank of America, National Association, as successor-by-merger to LaSalle Bank National Association, as Trustee for the Registered Holders of Bear Xxxxxxx Commercial Mortgage Securities Inc., Commercial Mortgage Pass-Through Certificates, Series 2007-PWR17 a (“Grantor”), for and in consideration of the sum of Ten and No/100 Dollars ($10.00) cash and other good and valuable consideration hereby conveys to it paid by ___________________ , a (“Grantee”), whose mailing address is ______________________that certain real property and improvements thereon located in the City of , the receipt and sufficiency County of which are hereby acknowledged and confessed, has GRANTED, BARGAINED, SOLDState of , and CONVEYED, and by these presents does GRANT, BARGAIN, SELL, and CONVEY unto the Grantee that certain tract of land (more particularly described in Exhibit “Land”) described on Exhibit A A” attached hereto and incorporated hereinherein by reference (“Property”), together with all improvements thereon and all rights and appurtenances appertaining thereto, including all of Grantor’s right, title and interest in and to any adjacent or adjoining streetsto: (a) all easements, alleys, or rights-of-way, development rights, entitlements, air rights and appurtenances relating or appertaining to the Property and/or the improvements thereon; (b) all water xxxxx, streams, creeks, ponds, lakes, detention basins and other bodies of water in, on or under the Property, whether such rights are riparian, appropriative, prospective or otherwise, and all other water rights applicable to the Property and/or the improvements thereon; (c) all sewer, septic and waste disposal rights and interests applicable or appurtenant to or used in connection with the Property; (d) all minerals, oil, gas and other hydrocarbons located in, on or under the Property, together with all rights to surface or subsurface entry; and (e) all streets, roads, alleys or other public ways adjoining or serving the Property, including any land lying in the bed of any street, road, alley or other public way, open or proposed, and any strips strips, gaps, gorse, culverts and rights-of-way adjoining or gores or any mineral rightsserving the Property. SUBJECT to the encumbrances, utilitieseasements, licenses covenants, conditions, restrictions and permits (herein collectively called the “Property”). This conveyance is given and accepted subject to (i) the permitted exceptions set forth other matters listed on Exhibit B “B,” attached hereto and incorporated herein, (ii) discrepancies, conflicts in boundary lines, shortages in area, encroachments herein by reference. Grantor hereby binds itself and any state of facts which an accurate survey of its successors to warrant and defend the Property would disclose or which are shown on the public records, (iii) rights of tenants as tenants only, and (iv) laws, regulations, resolutions or ordinances, including, without limitation, building, zoning and environmental protectiontitle, as to the use, occupancy, subdivision, development, conversion or redevelopment against all acts of the Property imposed by any governmental authority (Grantor herein called the “Permitted Encumbrances”). Grantee, by its acceptance hereof, agrees to assume and be solely responsible for payment of all ad valorem taxes pertaining to the Property for the calendar year 201__ and subsequent years; there having been a proper proration of same between Grantor and Grantee. TO HAVE AND TO HOLD the Property and all improvements located thereon, together with all and singular the rights and appurtenances thereto in anywise belonging, unto Grantee, its legal representatives, successors, and assigns forever; and Grantor does hereby bind itself, its legal representatives, successors, and assigns to WARRANT AND FOREVER DEFEND all and singular the Propertynone other, subject to the Permitted Encumbrances, unto Grantee, its legal representatives, successors, and assigns, against every person whomsoever lawfully claiming or to claim the same or any part thereof by, through, or under Grantor, but not otherwise. 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”), AND GRANTOR AGREED TO SELL TO GRANTEE, THE PROPERTY, GRANTOR CONVEYS THE PROPERTY TO GRANTEE AND BY ACCEPTING THIS DEED, GRANTEE ACCEPTS THE Agreement of Purchase and Sale 1751891_4 PROPERTY AS-IS, WHERE-IS, WITH ALL FAULTS 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 STATE OF REPAIR OR LACK OF REPAIR OF ANY OF SUCH IMPROVEMENTS, (Ill) THE CONFORMITY OF THE IMPROVEMENTS TO ANY PLANS OR SPECIFICATIONS FOR THE PROPERTY, INCLUDING BUT NOT LIMITED TO ANY 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 ANY 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 IN NO WAY LIMITED TO ANY WARRANTY OF CONDITION, HABITABILITY, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE RELATING TO THE PROPERTY, ITS IMPROVEMENTS OR THE PROPERTY CONDITIONS, SUCH WAIVER BEING ABSOLUTE, COMPLETE, TOTAL AND UNLIMITED IN ANY WAY, EXCEPT TO THE EXTENT OTHERWISE PROVIDED IN THE AGREEMENT. [Signature Page Follows] Agreement of Purchase and Sale 1751891_4 WITNESS THE EXECUTION HEREOF as of the ______ day of ____________, 201__. GRANTOR: U.S. Bank National Association, as Trustee, as successor-in-interest to Bank of America, National Association, as successor-by-merger to LaSalle Bank National Association, as Trustee for the Registered Holders of Bear Xxxxxxx Commercial Mortgage Securities Inc., Commercial Mortgage Pass-Through Certificates, Series 2007-PWR17 By: C-III Asset Management LLC (f/k/a Centerline Servicing Inc.), a Delaware limited liability company, in its capacity as general special servicer pursuant to that certain Pooling and Servicing Agreement dated September 1, 2007 By: Xxx Xxxxxxxx, Servicing Officer STATE OF TEXAS ) ) ss. COUNTY OF DALLAS ) This instrument was acknowledged before me on ____________, 201__, by Xxx Xxxxxxxx, Servicing Officer of C-III Asset Management LLC, in its capacity as special servicer for U.S. Bank National Association, as Trustee, as successor-in-interest to Bank of America, National Association, as successor-by-merger to LaSalle Bank National Association, as Trustee for the Registered Holders of Bear Xxxxxxx Commercial Mortgage Securities Inc., Commercial Mortgage Pass-Through Certificates, Series 2007-PWR17. [seal] Notary Public – State of Texas My commission expires: Agreement of Purchase and Sale 1751891_4 Agreement of Purchase and Sale 1751891_4 EXHIBIT A TO SPECIAL WARRANTY DEED LAND DESCRIPTION Agreement of Purchase and Sale 37 1751891_4 Agreement of Purchase and Sale 38 1751891_4 Agreement of Purchase and Sale 1751891_4 EXHIBIT B TO SPECIAL WARRANTY DEED PERMITTED ENCUMBRANCES Agreement of Purchase and Sale 40 1751891_4 EXHIBIT ”E”matters above set forth.
Appears in 1 contract
SPECIAL WARRANTY DEED. U.S. Bank National AssociationFor good and valuable consideration, as Trusteethe receipt and adequacy of which are hereby acknowledged, as successor-in-interest to Bank of Americathe undersigned, National AssociationCITY OF GLENDALE, as successor-by-merger to LaSalle Bank National Association, as Trustee for the Registered Holders of Bear Xxxxxxx Commercial Mortgage Securities Inc., Commercial Mortgage Pass-Through Certificates, Series 2007-PWR17 an Arizona municipal corporation (“Grantor”), for hereby grants, sells, and in consideration of the sum of Ten conveys to and No/100 Dollars ($10.00) cash and other good and valuable consideration to it paid by ___________________ CAMELBACK SPRING TRAINING, LLC, a Delaware limited liability company (“Grantee”), whose mailing address is ______________________, the receipt and sufficiency of which are hereby acknowledged and confessed, has GRANTED, BARGAINED, SOLD, and CONVEYED, and by these presents does GRANT, BARGAIN, SELL, and CONVEY unto the Grantee that certain tract of land (“Land”) real property described on Exhibit A attached hereto and incorporated herein(the “Land”), together with (a) all improvements thereon and all rights and appurtenances appertaining theretobuildings, including all of Grantor’s right, title and interest in and to any adjacent or adjoining streets, alleys, or rights-of-ways and any strips or gores or any mineral rights, utilities, licenses and permits (herein collectively called the “Property”). This conveyance is given and accepted subject to (i) the permitted exceptions set forth on Exhibit B attached hereto and incorporated herein, (ii) discrepancies, conflicts in boundary lines, shortages in area, encroachments and any state of facts which an accurate survey of the Property would disclose or which are shown on the public records, (iii) rights of tenants as tenants onlystructures, and (iv) laws, regulations, resolutions or ordinancesimprovements thereon, including, without limitation, buildingall fixtures; and heating, zoning lighting, air conditioning, ventilating, plumbing, electrical, and environmental protectionmechanical equipment (the “Improvements”); (b) all of the rights, as privileges, appurtenances, hereditaments, easements, reversions, and remainders pertaining to or used in connection with the Land and any of the Improvements, including, without limitation, all (i) development rights and credits, air rights, water, water rights, grandfathered water rights, and water stock relating to the useLand, occupancy(ii) strips and gores, subdivisionstreets, developmentalleys, conversion easements, rights-of-way, public ways, and other rights appurtenant, adjacent, or redevelopment connected to the Land, and (iii) minerals, oil, gas, and other hydrocarbon substances in, under, or that may be produced from the Land; (c) all right, title and interest of Grantor in and to any reciprocal easement agreements, declarations of covenants, conditions and restrictions, development agreements, impact fee credit agreements, line extension agreements, utility reimbursement agreements, buy-in agreements, and similar agreements; (d) minerals, oil, gas, and other hydrocarbon substances in, under, or that may be produced from the Property imposed by Land; and (e) any governmental authority other rights, privileges, appurtenances, hereditaments, easements, reversions, and remainders pertaining thereto or used in connection therewith (herein called collectively, the “Property”); SUBJECT TO: the matters listed on Exhibit B attached hereto (the “Permitted EncumbrancesExceptions”). Grantee, by its acceptance hereofGrantor binds themselves and their heirs, agrees legatees, and personal representatives to assume warrant and be solely responsible for payment of all ad valorem taxes pertaining defend the title to the Property for against all of the calendar year 201__ and subsequent years; there having been a proper proration acts of same between Grantor and Grantee. TO HAVE AND TO HOLD the Property and all improvements located thereon, together with all and singular the rights and appurtenances thereto in anywise belonging, unto Grantee, its legal representatives, successors, and assigns forever; and Grantor does hereby bind itself, its legal representatives, successors, and assigns to WARRANT AND FOREVER DEFEND all and singular the Propertyno other, subject to the Permitted Encumbrances, unto Grantee, its legal representatives, successors, and assigns, against every person whomsoever lawfully claiming or to claim the same or any part thereof by, through, or under Grantor, but not otherwise. 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”), AND GRANTOR AGREED TO SELL TO GRANTEE, THE PROPERTY, GRANTOR CONVEYS THE PROPERTY TO GRANTEE AND BY ACCEPTING THIS DEED, GRANTEE ACCEPTS THE Agreement of Purchase and Sale 1751891_4 PROPERTY AS-IS, WHERE-IS, WITH ALL FAULTS 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 STATE OF REPAIR OR LACK OF REPAIR OF ANY OF SUCH IMPROVEMENTS, (Ill) THE CONFORMITY OF THE IMPROVEMENTS TO ANY PLANS OR SPECIFICATIONS FOR THE PROPERTY, INCLUDING BUT NOT LIMITED TO ANY 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 ANY 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 IN NO WAY LIMITED TO ANY WARRANTY OF CONDITION, HABITABILITY, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE RELATING TO THE PROPERTY, ITS IMPROVEMENTS OR THE PROPERTY CONDITIONS, SUCH WAIVER BEING ABSOLUTE, COMPLETE, TOTAL AND UNLIMITED IN ANY WAY, EXCEPT TO THE EXTENT OTHERWISE PROVIDED IN THE AGREEMENT. [Signature Page Follows] Agreement of Purchase and Sale 1751891_4 WITNESS THE EXECUTION HEREOF as of the ______ day of ____________, 201__. GRANTOR: U.S. Bank National Association, as Trustee, as successor-in-interest to Bank of America, National Association, as successor-by-merger to LaSalle Bank National Association, as Trustee for the Registered Holders of Bear Xxxxxxx Commercial Mortgage Securities Inc., Commercial Mortgage Pass-Through Certificates, Series 2007-PWR17 By: C-III Asset Management LLC (f/k/a Centerline Servicing Inc.), a Delaware limited liability company, in its capacity as general special servicer pursuant to that certain Pooling and Servicing Agreement dated September 1, 2007 By: Xxx Xxxxxxxx, Servicing Officer STATE OF TEXAS ) ) ss. COUNTY OF DALLAS ) This instrument was acknowledged before me on ____________, 201__, by Xxx Xxxxxxxx, Servicing Officer of C-III Asset Management LLC, in its capacity as special servicer for U.S. Bank National Association, as Trustee, as successor-in-interest to Bank of America, National Association, as successor-by-merger to LaSalle Bank National Association, as Trustee for the Registered Holders of Bear Xxxxxxx Commercial Mortgage Securities Inc., Commercial Mortgage Pass-Through Certificates, Series 2007-PWR17. [seal] Notary Public – State of Texas My commission expires: Agreement of Purchase and Sale 1751891_4 Agreement of Purchase and Sale 1751891_4 EXHIBIT A TO SPECIAL WARRANTY DEED LAND DESCRIPTION Agreement of Purchase and Sale 37 1751891_4 Agreement of Purchase and Sale 38 1751891_4 Agreement of Purchase and Sale 1751891_4 EXHIBIT B TO SPECIAL WARRANTY DEED PERMITTED ENCUMBRANCES Agreement of Purchase and Sale 40 1751891_4 EXHIBIT ”E”Exceptions.
Appears in 1 contract
Samples: Option Agreement
SPECIAL WARRANTY DEED. U.S. Bank National AssociationSTATE OF TEXAS § § COUNTIES OF CXXXXXXXX AND § RXXXXX § FXXXXX PRODUCTION CO., as TrusteeLP, as successor-in-interest to Bank of AmericaBDT OIL & GAS, National AssociationLP, as successor-by-merger to LaSalle Bank National AssociationMETCALFE OIL, as Trustee for the Registered Holders of Bear Xxxxxxx Commercial Mortgage Securities Inc.LP, Commercial Mortgage Pass-Through CertificatesGRASSLANDS ENERGY LP, Series 2007-PWR17 BUFFALO OIL & GAS, LP and FXXXXX RESOURCES INC. (collectively, “Grantor”), for and in consideration of the sum of Ten and No/100 Dollars ($10.00) cash and other good and valuable consideration to it paid by ___________________ (“Grantee”), whose mailing address is ______________________consideration, the receipt and sufficiency of which are hereby acknowledged and confessedacknowledged, has have GRANTED, BARGAINED, SOLD, and CONVEYED, CONVEYED and by these presents does do GRANT, BARGAIN, SELL, AND CONVEY to RING ENERGY, INC. ("Grantee") the real property in Cxxxxxxxx and CONVEY unto the Grantee that certain tract of land (“Land”) Rxxxxx Counties, Texas, fully described in Exhibit A, and all improvements located on Exhibit A attached hereto and incorporated hereinit, together with all improvements thereon and all rights and appurtenances appertaining thereto, including all of Grantor’s right, title title, and interest in and to (a) any adjacent or adjoining streetsand all rights, alleystitles, or powers, privileges, easements, licenses, rights-of-ways way, and interests appurtenant to the real property and any improvements on the real property, and (b) any and all rights, titles, powers, privileges, easements, licenses, rights-of-way, and interests of Grantor, either at law or in equity, in possession or in expectancy, in and to any real estate lying in the streets, highways, roads, alleys, rights-of-way, or sidewalks, open or proposed, in front of, above, over, under, through, or adjoining the real property, and in and to any strips or gores or any mineral rightsof real estate adjoining the real property (collectively, utilities, licenses and permits (herein collectively called the “Property”). This Special Warranty Deed and the conveyance is given above are executed by Grantor and accepted by Grantee subject to (i) the permitted exceptions set forth on Exhibit B attached hereto any and incorporated hereinall restrictions, (ii) discrepancieseasements, conflicts in boundary lines, shortages in area, encroachments and any state of facts which an accurate survey of the Property would disclose or which are shown on the public records, (iii) rights of tenants as tenants onlymineral reservations, and (iv) lawsother matters of record, regulations, resolutions or ordinances, including, without limitation, building, zoning and environmental protection, as to the use, occupancy, subdivision, development, conversion or redevelopment of the Property imposed by any governmental authority (herein called the “Permitted Encumbrances”). Grantee, by its acceptance hereof, agrees to assume extent they are validly existing and be solely responsible for payment of all ad valorem taxes pertaining applicable to the Property for the calendar year 201__ and subsequent years; there having been a proper proration of same between Grantor and Grantee(collectively, “Permitted Exceptions”). TO HAVE AND TO HOLD the Property and all improvements located thereonProperty, together with all and singular the rights and appurtenances thereto to it in anywise any way belonging, unto to Grantee, its legal representatives, successors, and its assigns forever; , and Grantor does hereby bind binds itself, its legal representatives, successors, and its assigns to WARRANT AND FOREVER DEFEND all and singular the Property, subject title to the Permitted Encumbrances, unto Property to Grantee, its legal representatives, successors, and assigns, its assigns against every any person whomsoever lawfully claiming or to claim the same or any part thereof of it, by, through, or under Grantor, but not otherwise, subject to the Permitted Exceptions. OTHER THAN GRANTOR IS CONVEYING THE PROPERTY TO GRANTEE AS IS, WHERE IS, AND WITH ALL FAULTS, AND SPECIFICALLY AND EXPRESSLY WITHOUT ANY WARRANTIES, REPRESENTATIONS, OR GUARANTEES, EITHER EXPRESS OR IMPLIED, OF ANY KIND, NATURE, OR TYPE FROM OR ON BEHALF OF GRANTOR, EXCEPT FOR GRANTOR’S SPECIAL WARRANTY OF TITLE SET FORTH IN THIS DEED STATED ABOVE. GRANTEE ACKNOWLEDGES AND AS EXPRESSLY STATED IN STIPULATES THAT GRANTEE IS NOT RELYING ON ANY REPRESENTATION, STATEMENT, OR OTHER ASSERTION ABOUT THE AGREEMENT CONDITION OF PURCHASE AND SALE WHEREBY GRANTEE AGREED TO PURCHASE FROM GRANTOR (THE “AGREEMENT”)PROPERTY MADE BY GRANTOR, AND GRANTOR AGREED TO SELL TO OR ANYONE ACTING ON GRANTOR’S BEHALF, BUT IS RELYING ON GRANTEE, ’S OWN EXAMINATION OF THE PROPERTY, GRANTOR CONVEYS THE PROPERTY TO GRANTEE AND BY ACCEPTING THIS DEED, GRANTEE ACCEPTS THE Agreement . This Special Warranty Deed is expressly made subject to the terms of that certain Purchase and Sale 1751891_4 PROPERTY AS-ISAgreement dated May 21, WHERE-IS2015 between Grantor and Grantee (the "Purchase Agreement"). The delivery of this Assignment shall not affect, WITH ALL FAULTS AND GRANTOR MAKES NO REPRESENTATIONS OR WARRANTIES WITH RESPECT TO THE PHYSICAL CONDITION OR ANY OTHER ASPECT OF THE PROPERTYenlarge, INCLUDINGdiminish, WITHOUT LIMITATIONor otherwise impair any of the representations, (I) THE STRUCTURAL INTEGRITY OF ANY IMPROVEMENTS ON THE PROPERTYwarranties, (II) THE MANNERcovenants, CONSTRUCTIONindemnities, CONDITIONterms, AND STATE OF REPAIR OR LACK OF REPAIR OF ANY OF SUCH IMPROVEMENTSor provisions of the Purchase Agreement. The representations, (Ill) THE CONFORMITY OF THE IMPROVEMENTS TO ANY PLANS OR SPECIFICATIONS FOR THE PROPERTYwarranties, INCLUDING BUT NOT LIMITED TO ANY PLANS AND SPECIFICATIONS THAT MAY HAVE BEEN OR WHICH MAY BE PROVIDED TO GRANTEEcovenants, (IV) THE CONFORMITY OF THE PROPERTY TO PASTindemnities, CURRENT OR FUTURE APPLICABLE ZONING OR BUILDING CODE REQUIREMENTS OR THE COMPLIANCE WITH ANY OTHER LAWSterms, RULESand provisions contained in the Purchase Agreement shall not be merged with or into this Assignment but shall survive the execution and delivery of this Assignment to the extent, ORDINANCESand in the manner, OR REGULATIONS OF ANY GOVERNMENT OR OTHER BODYset forth in the Purchase Agreement. Grantee’s address is: Ring Energy, (V) THE FINANCIAL EARNING CAPACITY OR HISTORY OR EXPENSE HISTORY OF THE OPERATION OF THE PROPERTYInc., (VI) THE NATURE AND EXTENT OF ANY RIGHT-OF-WAYP.X. Xxx 00000, LEASEXxxxxxx, 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 ANY 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 IN NO WAY LIMITED TO ANY WARRANTY OF CONDITION, HABITABILITY, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE RELATING TO THE PROPERTY, ITS IMPROVEMENTS OR THE PROPERTY CONDITIONS, SUCH WAIVER BEING ABSOLUTE, COMPLETE, TOTAL AND UNLIMITED IN ANY WAY, EXCEPT TO THE EXTENT OTHERWISE PROVIDED IN THE AGREEMENT. [Signature Page Follows] Agreement of Purchase and Sale 1751891_4 WITNESS THE EXECUTION HEREOF Xxxxx 00000 EXECUTED as of the ______ day of ____________May 21, 201__. GRANTOR: U.S. Bank National Association, as Trustee, as successor-in-interest to Bank of America, National Association, as successor-by-merger to LaSalle Bank National Association, as Trustee for the Registered Holders of Bear Xxxxxxx Commercial Mortgage Securities Inc., Commercial Mortgage Pass-Through Certificates, Series 2007-PWR17 By: C-III Asset Management LLC (f/k/a Centerline Servicing Inc.), a Delaware limited liability company, in its capacity as general special servicer pursuant to that certain Pooling and Servicing Agreement dated September 1, 2007 By: Xxx Xxxxxxxx, Servicing Officer STATE OF TEXAS ) ) ss. COUNTY OF DALLAS ) This instrument was acknowledged before me on ____________, 201__, by Xxx Xxxxxxxx, Servicing Officer of C-III Asset Management LLC, in its capacity as special servicer for U.S. Bank National Association, as Trustee, as successor-in-interest to Bank of America, National Association, as successor-by-merger to LaSalle Bank National Association, as Trustee for the Registered Holders of Bear Xxxxxxx Commercial Mortgage Securities Inc., Commercial Mortgage Pass-Through Certificates, Series 2007-PWR17. [seal] Notary Public – State of Texas My commission expires: Agreement of Purchase and Sale 1751891_4 Agreement of Purchase and Sale 1751891_4 EXHIBIT A TO SPECIAL WARRANTY DEED LAND DESCRIPTION Agreement of Purchase and Sale 37 1751891_4 Agreement of Purchase and Sale 38 1751891_4 Agreement of Purchase and Sale 1751891_4 EXHIBIT B TO SPECIAL WARRANTY DEED PERMITTED ENCUMBRANCES Agreement of Purchase and Sale 40 1751891_4 EXHIBIT ”E”2015.
Appears in 1 contract
SPECIAL WARRANTY DEED. U.S. Bank National AssociationFor good and valuable consideration, as Trusteethe receipt of which is hereby acknowledged, as successor-in-interest to Bank of America, National Association, as successor-by-merger to LaSalle Bank National Association, as Trustee for the Registered Holders of Bear Xxxxxxx Commercial Mortgage Securities Inc., Commercial Mortgage Pass-Through Certificates, Series 2007-PWR17 a (“Grantor”), for does hereby grant, bargain, sell, convey, transfer and in consideration of the sum of Ten and No/100 Dollars ($10.00) cash and other good and valuable consideration release to it paid by ___________________ , a corporation (“Grantee”), whose mailing address is ______________________and its successors and assigns, the receipt real property and sufficiency of which are hereby acknowledged and confessed, has GRANTED, BARGAINED, SOLD, and CONVEYED, and by these presents does GRANT, BARGAIN, SELL, and CONVEY unto the Grantee that certain tract of land (“Land”) improvements thereon legally described on Exhibit A “A,” attached hereto and incorporated hereinherein by reference (“Property”), together with all improvements thereon and all rights and appurtenances appertaining thereto, including all of Grantor’s right, title and interest in and to any adjacent or adjoining streetsto: (a) all easements, alleys, or rights-of-ways way, entitlements, air rights and any strips appurtenances relating or gores appertaining to the Property; (b) all water xxxxx, streams, creeks, ponds, lakes and other bodies of water in, on or any mineral under the Property, whether such rights are riparian, appropriative, prescriptive or otherwise; (c) all sewer, septic and waste disposal rights and interests applicable or appurtenant to and/or used in connection with the operation of the improvements located on the Property; and (d) all other rights, utilitiesheriditaments and appurtenances pertaining to the Property, licenses but specifically excluding any of Grantor’s right title and permits (herein collectively called interest in all minerals, oil, gas and other hydrocarbons located in, on or under the “Property”); provided, however, Grantor hereby waives and relinquishes any use of the surface of the Property for exploration and/or removal of oil, gas and/or other hydrocarbon substances and will not in any way disturb the surface of the Property or Grantee’s and its successors and assigns use thereof. This conveyance is given and accepted subject to (i) ad valorem real property taxes and assessments for the permitted exceptions set forth on Exhibit B attached hereto year 201 and incorporated hereinthereafter, (ii) discrepanciesand all easements, conflicts in boundary lines, shortages in area, encroachments restrictions and any state conditions of facts which an accurate survey record as of the Property would disclose or which are shown on the public records, (iii) rights date of tenants as tenants only, and (iv) laws, regulations, resolutions or ordinances, including, without limitation, building, zoning and environmental protection, as to the use, occupancy, subdivision, development, conversion or redevelopment of the Property imposed by any governmental authority (herein called the “Permitted Encumbrances”)this Special Warranty Deed. Grantee, by its acceptance hereof, agrees to assume and be solely responsible for payment of all ad valorem taxes pertaining to the Property for the calendar year 201__ and subsequent years; there having been a proper proration of same between Grantor and Grantee. TO HAVE AND TO HOLD the Property and all improvements located thereon, together with all and singular the rights and appurtenances thereto in anywise belonging, unto Grantee, its legal representatives, successors, and assigns forever; and Grantor does hereby bind itself, and its legal representativessuccessors and assigns, successors, to warrant and assigns to WARRANT AND FOREVER DEFEND all and singular the Property, subject forever defend title to the Permitted Encumbrances, Property unto Grantee, its legal representatives, successors, successors and assigns, forever, against every person whomsoever lawfully the claims of all persons claiming or to claim the same or any part thereof by, through, through or under Grantor, but not otherwise. 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”), AND GRANTOR AGREED TO SELL TO GRANTEE, THE PROPERTY, GRANTOR CONVEYS THE PROPERTY TO GRANTEE AND BY ACCEPTING THIS DEED, GRANTEE ACCEPTS THE Agreement of Purchase and Sale 1751891_4 PROPERTY AS-IS, WHERE-IS, WITH ALL FAULTS 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 STATE OF REPAIR OR LACK OF REPAIR OF ANY OF SUCH IMPROVEMENTS, (Ill) THE CONFORMITY OF THE IMPROVEMENTS TO ANY PLANS OR SPECIFICATIONS FOR THE PROPERTY, INCLUDING BUT NOT LIMITED TO ANY 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 ANY 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 IN NO WAY LIMITED TO ANY WARRANTY OF CONDITION, HABITABILITY, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE RELATING TO THE PROPERTY, ITS IMPROVEMENTS OR THE PROPERTY CONDITIONS, SUCH WAIVER BEING ABSOLUTE, COMPLETE, TOTAL AND UNLIMITED IN ANY WAY, EXCEPT TO THE EXTENT OTHERWISE PROVIDED IN THE AGREEMENT. [Signature Page Follows] Agreement of Purchase and Sale 1751891_4 WITNESS THE EXECUTION HEREOF as of the ______ day of ____________, 201__. GRANTOR: U.S. Bank National Association, as Trustee, as successor-in-interest to Bank of America, National Association, as successor-by-merger to LaSalle Bank National Association, as Trustee for the Registered Holders of Bear Xxxxxxx Commercial Mortgage Securities Inc., Commercial Mortgage Pass-Through Certificates, Series 2007-PWR17 By: C-III Asset Management LLC (f/k/a Centerline Servicing Inc.), a Delaware limited liability company, in its capacity as general special servicer pursuant to that certain Pooling and Servicing Agreement dated September 1, 2007 By: Xxx Xxxxxxxx, Servicing Officer STATE OF TEXAS ) ) ss. COUNTY OF DALLAS ) This instrument was acknowledged before me on ____________, 201__, by Xxx Xxxxxxxx, Servicing Officer of C-III Asset Management LLC, in its capacity as special servicer for U.S. Bank National Association, as Trustee, as successor-in-interest to Bank of America, National Association, as successor-by-merger to LaSalle Bank National Association, as Trustee for the Registered Holders of Bear Xxxxxxx Commercial Mortgage Securities Inc., Commercial Mortgage Pass-Through Certificates, Series 2007-PWR17. [seal] Notary Public – State of Texas My commission expires: Agreement of Purchase and Sale 1751891_4 Agreement of Purchase and Sale 1751891_4 EXHIBIT A TO SPECIAL WARRANTY DEED LAND DESCRIPTION Agreement of Purchase and Sale 37 1751891_4 Agreement of Purchase and Sale 38 1751891_4 Agreement of Purchase and Sale 1751891_4 EXHIBIT B TO SPECIAL WARRANTY DEED PERMITTED ENCUMBRANCES Agreement of Purchase and Sale 40 1751891_4 EXHIBIT ”E”against none other.
Appears in 1 contract
SPECIAL WARRANTY DEED. U.S. Bank National AssociationSTATE OF LOUISIANA § § KNOW ALL MEN BY THESE PRESENTS: PARISH OF ACADIA § RICEBRAN TECHNOLOGIES, a California corporation (formerly known as Trustee, as successor-in-interest to Bank of America, National Association, as successor-by-merger to LaSalle Bank National Association, as Trustee for the Registered Holders of Bear Xxxxxxx Commercial Mortgage Securities Inc., Commercial Mortgage Pass-Through Certificates, Series 2007-PWR17 NutraCea Corporation) (“Grantor”), for and in consideration of the sum of Ten and No/100 Dollars ($10.00) cash and other good and valuable consideration to it paid by ___________________ (“Grantee”), whose mailing address is ______________________consideration, the receipt and sufficiency of which are hereby acknowledged and confessedacknowledged, has GRANTED, BARGAINED, SOLD, and CONVEYED, CONVEYED and by these presents does GRANT, BARGAIN, SELL, and CONVEY unto STABIL NUTRITION LLC, a Missouri limited liability company (“Grantee”), the Grantee that certain tract or parcel of land (“Land”) in Acadia Parish, Louisiana, described on in Exhibit A attached hereto and incorporated hereinall buildings and improvements located thereon, together with all improvements thereon and all rights and appurtenances appertaining thereto, including all of Grantor’s rightrights, title titles, and interest interests appurtenant thereto including, without limitation, Grantor’s interest, if any, in any and to any all easements, rights of ingress and egress, tenements, adjacent or adjoining streets, roads, alleys, or rights-of-ways rights of way and any adjacent strips or and gores or any mineral rights(such land, utilities, licenses improvements and permits (herein interests are hereinafter collectively called referred to as the “Property”). This Special Warranty Deed and the conveyance is given hereinabove set forth are executed by Grantor and accepted by Grantee subject to (i) all easements, restrictions, reservations and covenants now of record in the permitted exceptions set forth on Exhibit B attached hereto real property records of the county in which the Property is located and incorporated hereinfurther subject to all matters that a current, (ii) discrepancies, conflicts in boundary lines, shortages in area, encroachments and any state of facts which an accurate ALTA survey of the Property would disclose or which are shown on the public recordsshow (collectively, (iii) rights of tenants as tenants only, and (iv) laws, regulations, resolutions or ordinances, including, without limitation, building, zoning and environmental protection, as to the use, occupancy, subdivision, development, conversion or redevelopment of the Property imposed by any governmental authority (herein called the “Permitted EncumbrancesExceptions”). GranteeIn addition, by its acceptance hereofthis conveyance is subject to a continuing right of first refusal in favor of Supreme Rice, agrees LLC (f/k/a Louisiana Rice Mill, L.L.C.) on the terms set forth in Section 4 of the Deed, Mineral Reservation, Grant of Servitudes, Right of First Refusal, and Option to assume Purchase from Louisiana Rice Mill, L.L.C. to Nutracea Corporation, effective as of September 16, 2006 and be solely responsible for payment recorded on September 15, 2006, at COBE 62, Page 615 of all ad valorem taxes pertaining to the Property for the calendar year 201__ and subsequent years; there having been a proper proration of same between Grantor and GranteeAcadia Parish official records. TO HAVE AND TO HOLD the Property and all improvements located thereonProperty, together with all and singular the rights and appurtenances thereto thereunto in anywise belonging, unto Grantee, its legal representatives, successors, successors and assigns forever; , and Grantor does hereby bind itself, its legal representativessuccessors and assigns, successors, and assigns to WARRANT AND FOREVER DEFEND all and singular the Property, subject title to the Permitted Encumbrances, Property unto Grantee, its legal representatives, successors, successors and assigns, assigns against every person whomsoever lawfully claiming or to claim the same or any part thereof or interest therein by, through, or under Grantor, Grantor but not otherwise, subject to the Permitted Exceptions. 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”), AND GRANTOR AGREED TO SELL TO GRANTEE, THE PROPERTY, GRANTOR CONVEYS THE PROPERTY TO GRANTEE AND BY ACCEPTING THIS DEED, GRANTEE ACCEPTS THE Agreement of Purchase and Sale 1751891_4 PROPERTY AS-IS, WHERE-IS, WITH ALL FAULTS 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 STATE OF REPAIR OR LACK OF REPAIR OF ANY OF SUCH IMPROVEMENTS, (Ill) THE CONFORMITY OF THE IMPROVEMENTS TO ANY PLANS OR SPECIFICATIONS FOR THE PROPERTY, INCLUDING BUT NOT LIMITED TO ANY 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 ANY 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 IN NO WAY LIMITED TO ANY WARRANTY OF CONDITION, HABITABILITY, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE RELATING TO THE PROPERTY, ITS IMPROVEMENTS OR THE PROPERTY CONDITIONS, SUCH WAIVER BEING ABSOLUTE, COMPLETE, TOTAL AND UNLIMITED IN ANY WAY, EXCEPT TO THE EXTENT OTHERWISE PROVIDED IN THE AGREEMENT. [Signature Page Follows] Agreement of Purchase and Sale 1751891_4 WITNESS THE EXECUTION HEREOF EXECUTED to be effective as of the ______ day of ____________, 2012023. WITNESSES: Witness Name: __. GRANTOR______________ Witness Name: U.S. Bank National Association________________ RICEBRAN TECHNOLOGIES, as Trustee, as successor-in-interest to Bank of America, National Association, as successor-by-merger to LaSalle Bank National Association, as Trustee for the Registered Holders of Bear Xxxxxxx Commercial Mortgage Securities Inc., Commercial Mortgage Pass-Through Certificates, Series 2007-PWR17 a California corporation By: C-III Asset Management LLC (f/k/a Centerline Servicing Inc.)Name: Xxxxxxx X. Xxxxxxxx Title: Interim Chief Financial Officer and Secretary Grantor’s mailing address is: 00000 Xxxxxxxxxx Xxxx Xxxxx X000 Xxxxxxx, a Delaware limited liability company, in its capacity as general special servicer pursuant to that certain Pooling and Servicing Agreement dated September 1, 2007 ByXxxxx 00000 Attention: Xxx Xxxxxxxx, Servicing Officer Xxxxxxx X. Xxxxxxxx STATE OF TEXAS ) ) ss. § § COUNTY OF DALLAS ) XXXXXX § This instrument was acknowledged before me on __________, 2023, by Xxxxxxx X. Xxxxxxxx as Interim Chief Financial Officer and Secretary of RiceBran Technologies, a California corporation, on behalf of said corporation. (Signature of notarial officer) [Affix seal/stamp as close to signature as possible] Special Warranty Deed EXHIBIT A Description of the Property EXHIBIT C-2 FORM OF MONTANA DEED Recording Requested By And When Recorded Mail to: Stabil Nutrition LLC 0000 Xxxxxxx Xx, STE LL8 St. Louis, MO 63124 Attention: Xxxxxx Xxxxxxx SPECIAL WARRANTY DEED This SPECIAL WARRANTY DEED is made this ____ day of _____, 201__2023 by and between RICEBRAN TECHNOLOGIES, by Xxx Xxxxxxxxa California corporation (“Grantor”), Servicing Officer with a mailing address of C-III Asset Management 00000 Xxxxxxxxxx Xx, Xxxxx X000, Xxxxxxx, Xxxxx 00000 and STABIL NUTRITION, LLC, a Missouri limited liability company (“Grantee”), whose address is 0000 Xxxxxxx Xx, STE LL8, St. Louis, MO 63124. Grantor, for and in consideration of the sum of Ten dollars ($10.00) and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, hereby grants to Grantee, its capacity as special servicer for U.S. Bank National Associationsuccessors and assigns forever, as Trusteeall of Grantor’s right, as successortitle and interest in and to the real property located in Beaverhead County, State of Montana, further described on Exhibit A attached hereto and incorporated herein by this reference (collectively, the “Land”); TOGETHER WITH all and singular the hereditaments and appurtenances thereunto belonging or in any wise appertaining, and all of the estate, rights, privileges and immunities, title, interest, claim and demand whatsoever of Grantor in and to the Land, including without limitation all buildings, structures, fixtures, and improvements, equipment, and all easements, rights-inof-interest way, and other real property rights appurtenant to Bank any of Americathe foregoing (collectively with the Land, National Association, as successor-by-merger to LaSalle Bank National Association, as Trustee the “Property”). Except for the Registered Holders special warranty of Bear Xxxxxxx Commercial Mortgage Securities Inc.title resulting from the grant herein, Commercial Mortgage Pass-Through CertificatesGrantor has not made and does not hereby make any other express representation or warranty, Series 2007-PWR17either written or oral, relating to the Grantor or the Property, or any other matter. [seal] Notary Public – State This conveyance is subject to all easements, restrictions, reservations, leases, and all other matters of Texas My commission expires: Agreement record, or which could be ascertained by a survey or inspection of Purchase the Property or inquiry of parties in possession of the Property. TO HAVE AND TO HOLD the Property, together with all and Sale 1751891_4 Agreement singular the rights, members, and appurtenances thereof to the same belonging or in anywise appertaining to the use, benefit, and behalf of Purchase the Grantee, its successors and Sale 1751891_4 EXHIBIT A TO SPECIAL WARRANTY DEED LAND DESCRIPTION Agreement of Purchase and Sale 37 1751891_4 Agreement of Purchase and Sale 38 1751891_4 Agreement of Purchase and Sale 1751891_4 EXHIBIT B TO SPECIAL WARRANTY DEED PERMITTED ENCUMBRANCES Agreement of Purchase and Sale 40 1751891_4 EXHIBIT ”E”assigns forever in fee simple.
Appears in 1 contract
