TRANSFER AND ASSIGNMENT AGREEMENT
ARBOR MILL LIMITED, a Texas limited 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:
ARBOR MILL LIMITED,
a Texas limited partnership
By: FS/Southwest XI,
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 ____ 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:
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 general partner of FS/Southwest XI, a Texas general
partnership, in its capacity as the general partner of ARBOR MILL
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:
C:\OFFICE\WPWIN\WPDOCS\SEC\TRANSFER.003
3 CSC:dmc
