TRANSFER AND ASSIGNMENT AGREEMENT
ARBORS OF BEDFORD LIMITED, a Texas general partnership
(hereinafter referred to as "TRANSFEROR"), whose address is c/o
First Worthing, 0000 Xxxxxx Xxxx Xxxx, Xxxxx 000, Xxxxxx, Xxxxx
00000, for and in consideration of the delivery of certain
partnership units and other good and valuable consideration, to the
undersigned in hand paid, the receipt and legal sufficiency of
which are hereby acknowledged, has BARGAINED, TRANSFERRED and
CONVEYED unto XXXXXX RESIDENTIAL OPERATING PARTNERSHIP, L.P.,
(hereinafter referred to as "TRANSFEREE"), whose address is 0000
XXX Xxxxxxx, Xxxxx 000, Xxxxxx, Xxxxx 00000, all of TRANSFEROR'S
interest in and to all tangible personal property owned by
TRANSFEROR described in Exhibit "A" attached hereto and
incorporated herein by reference the same as if fully copied and
set forth at length (hereinafter referred to as the "Personal
Property"), and located on or attached to the real property more
particularly described in Exhibit "B" attached hereto and
incorporated herein by reference the same as if fully copied and
set forth at length (hereinafter referred to as the "Real
Property").
TRANSFEROR 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 PERSONAL PROPERTY OTHER THAN THOSE CONTAINED IN THE TRANSFER
AND CONTRIBUTION AGREEMENT DATED MARCH 24, 1997. BY ITS
ACCEPTANCE THEREOF, TRANSFEREE ACKNOWLEDGES AND AGREES THAT IT HAS
INSPECTED THE PERSONAL PROPERTY AND ACCEPTS SAME IN ITS PRESENT
CONDITION "AS IS".
TRANSFEROR represents that the Personal Property described in
Exhibit "A" is all of the Personal Property of every kind and
character owned by TRANSFEROR and situated on or used in connection
with the Real Property described on the attached Exhibit "B".
TO HAVE AND TO HOLD the Personal Property, together with all
and singular the rights and appurtenances thereto in any wise
belonging, unto TRANSFEREE, and TRANSFEREE'S successors and assigns
forever.
IN WITNESS WHEREOF, TRANSFEROR has executed this Transfer and
Assignment Agreement as of the ____ day of April 1997.
TRANSFEROR:
ARBORS OF BEDFORD LIMITED,
a Texas limited partnership
By: FS/Southwest X,
a Texas general partnership,
its sole general partner
By: First Southwest Equity
Corporation,
a Texas corporation,
its managing partner
By:
______________________
Xxxxxxxxx X. Xxxxxxxx,
Vice President
ACCEPTANCE OF TRANSFEREE
The undersigned has inspected the Personal Property described in the
foregoing Transfer and Assignment Agreement, accepts the Personal
Property in its present condition and in its present location, and the
foregoing Transfer and Assignment Agreement is accepted and approved this
____ day of April 1997.
TRANSFEREE:
By: XXXXXX RESIDENTIAL OPERATING
PARTNERSHIP, L.P., a Georgia
limited partnership
By: XXXXXX OPERATING, INC.,
general partner
By: ___________________________
Xxxx X. Xxxxxxxxx
Executive Vice President
ACKNOWLEDGMENTS
THE STATE OF TEXAS
COUNTY OF DALLAS
This instrument was acknowledged before me on this the 18th day of
April, 1997, by Xxxxxxxxx X. Xxxxxxxx as the Vice President of First
Southwest Equity Corporation, a Texas corporation, in its capacity as the
managing general partner of FS/Southwest X, a Texas general partnership,
in its capacity as the general partner of ARBORS OF BEDFORD LIMITED, a
Texas limited partnership, on behalf of such corporation and partnerships.
Notary Public in and for
the State of Texas
Printed Name of Notary Public
My Commission Expires:
THE STATE OF TEXAS
COUNTY OF DALLAS
This instrument was acknowledged before me on this the ____ day of
April 1997 by Xxxx X. Xxxxxxxxx, Executive Vice President of XXXXXX
OPERATING, INC., General Partner of XXXXXX RESIDENTIAL OPERATING
PARTNERSHIP, L.P., a Georgia limited partnership on behalf of such
limited partnership.
Notary Public in and for
the State of
Printed Name of Notary Public
My Commission Expires:
C:\OFFICE\WPWIN\WPDOCS\SEC\TRANSFER.002
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