Xxxx of Sale. The Xxxx of Sale, duly executed by Purchaser; and
Xxxx of Sale. One (1) original of the Xxxx of Sale, duly executed by Seller.
Xxxx of Sale. Reference is hereby made to that certain Purchase and Sale Agreement, dated as of [ ] (the “Purchase Agreement”), between , a (the “Seller”) and , a (the “Purchaser”), pursuant to which the Seller has agreed to sell, and the Purchaser has agreed to purchase, certain land and other property, including, without limitation, the [ ]-unit assisted living/independent living community known as [ ] and having an address at [ ] (the “Facility”). Capitalized terms used and not otherwise defined in this Xxxx of Sale shall have the meanings given such terms in the Purchase Agreement. The Seller, for good and valuable consideration paid by the Purchaser, the receipt and sufficiency of which are hereby acknowledged, by these presents does hereby BARGAIN, SELL, ASSIGN AND DELIVER unto the Purchaser all of the Seller’s right, title and interest in and to the FF&E, the Files and Records and the Inventory related to the Facility (collectively, the “Subject Property”). THE SELLER HEREBY WARRANTS TO THE PURCHASER THAT THE SELLER IS THE LAWFUL OWNER OF THE SUBJECT PROPERTY AND THE SUBJECT PROPERTY IS FREE AND CLEAR FROM THE RIGHTS AND CLAIMS OF OTHERS, BUT MAKES NO OTHER REPRESENTATION OR WARRANTY WITH RESPECT TO THE SUBJECT PROPERTY, EXCEPT TO THE EXTENT SET FORTH IN THE PURCHASE AGREEMENT. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, THE SELLER MAKES NO WARRANTY OF MERCHANTABILITY OR FITNESS FOR ANY PURPOSE WITH RESPECT TO THE SUBJECT PROPERTY, AND THE SAME IS SOLD IN AN “AS IS, WHERE IS” CONDITION, WITH ALL FAULTS AND THAT THERE ARE NO REPRESENTATIONS OR WARRANTIES, EXPRESSED OR IMPLIED, EXCEPT TO THE EXTENT SET FORTH IN THIS XXXX OF SALE OR THE PURCHASE AGREEMENT. TO HAVE AND TO HOLD the Subject Property unto the Purchaser, its successors and assigns forever. This Xxxx of Sale shall be governed by, and construed in accordance with, the laws of the State of Indiana.
Xxxx of Sale. The Xxxx of Sale duly executed by Seller substantially in the form of that attached hereto as Exhibit C; and
Xxxx of Sale. The term "Xxxx of Sale" shall have the meaning set forth in Section 6.3(xi).
Xxxx of Sale. The Xxxx of Sale for the transfer of the Personal Property;
Xxxx of Sale. A xxxx of sale from each Seller for the Personal Property of such Seller in the form attached hereto as SCHEDULE 3 (the “Xxxx of Sale”), without warranty as to the title or condition of the Personal Property, executed by such Seller;
Xxxx of Sale. A duly executed and acknowledged xxxx of sale for the Personal Property and Intangible Property, conveying to Buyer all of the Personal Property and Intangible Property in the form of Exhibit E attached hereto (the “Xxxx of Sale”).
