XXXX OF SALE AND GENERAL ASSIGNMENT
Concurrently with the execution and delivery hereof, CONNECTICUT
GENERAL LIFE INSURANCE COMPANY, a Connecticut corporation ("Assignor"), is
conveying to CEDAR-CAMP HILL, LLC, a Delaware limited liability company
("Assignee"), by Special Warranty Deed, that certain tract of land together with
the improvements thereon (the "Property") lying and being situated in the
Borough of Camp Hill, Township of East Pennsboro, County of Cumberland, and
Commonwealth of Pennsylvania, and being more particularly described in Exhibit
A, attached hereto and made a part hereof.
It is the desire of Assignor to hereby assign, transfer, set over and
deliver to Assignee all furnishings, fixtures, fittings, appliances, apparatus,
equipment, machinery and other items of personal property, if any, affixed or
attached to, or placed or situated upon, the Property, (except those not owned
by Assignor) and any and all other incidental rights and appurtenances relating
thereto, all as more fully described below in Sections 1 through 6 inclusive
(collectively, the "Assigned Properties");
NOW, THEREFORE, in consideration of the receipt of Ten Dollars ($10.00)
and other good and valuable consideration in hand paid by Assignee to Assignor,
the receipt and sufficiency of which are hereby acknowledged and confessed by
Assignor, Assignor does hereby ASSIGN, TRANSFER, SET OVER and DELIVER to
Assignee, its successors and assigns, effective as of the date hereof, all of
the Assigned Properties, without warranty (whether statutory, express or
implied), including, without limitation the following:
1. All furnishings, fittings, equipment, appliances, apparatus,
machinery fixtures and all other items of every kind and character (both
tangible and intangible), if any, owned by Assignor and located in or on the
Property, including, without limitation, those items listed on Exhibit B
attached hereto;
2. All of Assignor's interest in and to all use, occupancy, building
and operating permits, licenses and approvals, if any, issued from time to time
with respect to the Property or the Assigned Properties;
3. All of Assignor's interest in and to the maintenance, service and
supply contracts, if any, set forth on Exhibit C attached hereto, relating to
the Property or the Assigned Properties (to the full extent same are
assignable);
4. All of Assignor's interest in and to all existing and assignable
guaranties and warranties (express or implied), if any, issued in connection
with the construction, alteration and repair of the Property and/or the
purchase, installation and the repair of the Assigned Properties;
5. All rights which Assignor may have to use any names commonly used in
connection with the Property, if any; and
6. All rights, which Assignor may have, if any, in and to any tenant
data, telephone numbers and listings, all master keys and keys to common areas,
all good will, if any, and any and all other rights, privileges and
appurtenances owned by Assignor and related to or used in connection with the
existing business operation of the Property.
TO HAVE AND TO HOLD the Assigned Properties, subject as aforesaid, unto
Assignee, its successors and assigns, to WARRANT AND FOREVER DEFEND, all and
singular, title to the Assigned Properties unto Assignee, its successors and
assigns, against every person whomsoever lawfully claiming or to claim the same,
or any part thereof, by, through or under Assignor, but not otherwise, subject
to all terms and provisions hereof and subject to the same Permitted
Encumbrances listed and described on Exhibit B to that certain Special Warranty
Deed of even date herewith from Assignor to Assignee.
ASSIGNOR MAKES NO REPRESENTATIONS OR WARRANTIES AS TO THE PHYSICAL
CONDITION OF THE ASSIGNED PROPERTIES OR THE SUITABILITY THEREOF FOR ANY PURPOSE
THAT ASSIGNEE MAY DESIRE TO USE IT. ASSIGNOR HEREBY EXPRESSLY DISCLAIMS ANY
WARRANTIES AS TO MERCHANTABILITY AND/OR FITNESS FOR A PARTICULAR PURPOSE AND ANY
OTHER WARRANTIES OR REPRESENTATIONS AS TO THE PHYSICAL CONDITION OF THE ASSIGNED
PROPERTIES. ASSIGNEE ACKNOWLEDGES AND AGREES THAT IT HAS INSPECTED THE ASSIGNED
PROPERTIES AND ACCEPTS SAME IN THEIR PRESENT CONDITION, "AS IS" AND "WITH ALL
FAULTS."
Assignor on behalf of itself and its successors and assigns does hereby
agree to indemnify and hold Assignee, its successors and assigns, harmless from
all obligations accruing under the maintenance, service and supply contracts
assigned hereby and any liabilities arising out of events occurring thereunder,
prior to the date hereof but not thereafter.
Assignee on behalf of itself, its successors and assigns, xxxxxx agrees
to assume and perform all obligations accruing under the maintenance, service
and supply contracts from and after the date hereof, and Assignee on behalf of
itself, its successors and assigns does hereby agree to indemnify and hold
Assignor, its successors and assigns, harmless from all such obligations and any
liabilities arising out of events occurring thereunder from and after the date
hereof.
This document may be executed in any number of counterparts, each of
which may be executed by any one or more of the parties hereto, but all of which
shall constitute one instrument, and shall be binding and effective when all
parties hereto have executed at least one counterpart.
[SIGNATURES FOLLOW ON NEXT PAGE]
IN WITNESS WHEREOF, Assignor and Assignee have caused this Bill of Sale
and General Assignment to be executed as of the _____ day of November, 2002.
ASSIGNOR:
CONNECTICUT GENERAL LIFE INSURANCE
COMPANY, a Connecticut corporation
By: CIGNA Investments, Inc., a Delaware
corporation, its authorized signatory
By
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Name: Xxxxxxx X. Xxxxxxx
Title: Managing Director
ASSIGNEE:
CEDAR-CAMP HILL, LLC, a Delaware limited
liability company
By:
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Name: Xxx X. Xxxxxx
Title: President
EXHIBIT A
TO
XXXX OF SALE AND GENERAL ASSIGNMENT
Legal Description
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ALL THAT CERTAIN tract of ground situate in the Borough of Camp Hill
and the Township of East Pennsboro, County of Cumberland and Commonwealth of
Pennsylvania, bounded and described as follows, to wit:
BEGINNING at a point, said point being the right-of-way intersection of
the southern right-of-way line of Xxxxxxx Road and the western right-of-way line
of South 32nd Street; thence along the western right-of-way line of South 32nd
Street, South 40 degrees 33 minutes 00 seconds East, a distance of 134.51 feet
to a point; thence along the same, South 10 degrees 26 minutes 00 seconds East,
a distance of 461.34 feet to a point; thence along the same, South 11 degrees 48
minutes 00 seconds East, a distance of 870.92 feet to a point; thence along land
of Commonwealth of Pennsylvania, Ramp "H" Harrisburg Expressway the following
seven (7) courses: (1) South 78 degrees 12 minutes 00 seconds West, a distance
of 14.00 feet to a point; thence (2) on an arc of a curve curving to the right
having a radius of 394.00 feet, an arc length of 368.30 feet to a point; thence
(3) South 41 degrees 45 minutes 28 seconds West, a distance of 511.18 feet to a
point; thence (4) South 56 degrees 19 minutes 00 seconds West, a distance of
198.36 feet to a point; thence (5) along an arc of a curve curving to the right
having a radius of 364.00 feet, an arc length of 247.77 feet to a point; thence
(6) South 05 degrees 19 minutes 00 seconds West, a distance of 16.00 feet to a
point; thence (7) North 84 degrees 41 minutes 00 seconds West, a distance of
86.77 feet to a point; thence along land now or late of Pennsylvania Real Estate
Investment Trust the following four (4) courses: (1) North 24 degrees 49 minutes
00 seconds West, a distance of 99.92 feet to a point; (2) thence North 65
degrees 11 minutes 00 seconds East, a distance of 15.00 feet to a point; (3)
thence North 24 degrees 49 minutes 00 seconds West, a distance of 120.00 feet to
a point; (4) thence North 64 degrees 26 minutes 00 seconds East, a distance of
303.09 feet to a point; thence along the same, land now or late of Hampden
Industrial Development Authority and land now or late of Xxxxxxx Xxxxx & Sons,
Inc., North 24 degrees 49 minutes 00 seconds West, a distance of 1,633.31 feet
to a point on the Southern right-of-way line of Xxxxxxx Road; thence along said
right-of-way line, North 65 degrees 21 minutes 00 seconds East, a distance of
1,184.06 feet to a point the point of BEGINNING.
BEING THE SAME PREMISES which Mid-Island Properties, Inc., a
Pennsylvania Corporation, conveyed unto Connecticut General Life Insurance
Company, a Connecticut Corporation, by deed dated November 10, 2000 and recorded
November 15, 2000 in Record Book 233, Page 1140.
BEING Property Parcel Number 01-21-0273-410.
EXHIBIT B
TO
XXXX OF SALE AND GENERAL ASSIGNMENT
Assigned Properties
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EXHIBIT C
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XXXX OF SALE AND GENERAL ASSIGNMENT
Maintenance, Service and Supply Contracts
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