BLANKET CONVEYANCE, BILL OF SALE AND ASSIGNMENT
STATE OF SOUTH CAROLINA
KNOWN ALL MEN BY THESE PRESENTS:
COUNTY OF RICHLAND
By a Special Warranty Deed (the "Deed") of even date with the date hereof,
HARBOR LANDING AP XI, L.P., a South Carolina limited partnership ("Seller"),
conveyed to NEW PLAN REALTY TRUST, a Massachusetts business trust ("Purchaser"),
the real property (the "Real Property") described on Exhibit "A" to the Deed,
together with all improvements located thereon.
As consideration for (a) the conveyance of the Real Property, (b) the
conveyance of the personal property described herein, and (c) the assignments
contained herein, Purchaser has paid the sum of FOUR MILLION, EIGHT HUNDRED
SIXTY THOUSAND and NO/100 DOLLARS ($4,860,000.00) to the Seller.
NOW, THEREFORE, for the consideration above specified, the receipt and
sufficiency of which are expressly acknowledged:
1. The Seller has GRANTED, CONVEYED, SOLD, TRANSFERRED, SET-OVER and
DELIVERED, and by these presents does hereby GRANT, CONVEY, SELL, TRANSFER, SET-
OVER and DELIVER unto Purchaser, all of Seller's right, title and interest in
and to all items of tangible personal property located on or attached to the
Real Property including, without limitation, all items of personal property
described on Exhibit A hereto (all of the property described in this paragraph 1
is hereinafter referred to as the "Personal Property") (the Real Property and
Personal Property sometimes collectively referred to herein as the "Property").
2. The Seller has GRANTED, CONVEYED, SOLD, TRANSFERRED and ASSIGNED and
by these present does GRANT, CONVEY, SELL TRANSFER and ASSIGN unto the Purchaser
all of the Seller's right, title and interest in and to the trade name "HARBOR
Landing Apartments".
3. The Seller has ASSIGNED, TRANSFERRED and SET-OVER, and by these
presents does ASSIGN, TRANSFER and SET-OVER unto the Purchaser (to the extent
they are assignable) all of its right, title and interest in and to the lease
Agreement between Seller and Salon Automated Services dated April 24, 1995, and
all bonds, warranties and guaranties which relates to the Real Property or
Personal Property.
Purchaser accepts the Personal Property, and acknowledges that the
conveyance of the Personal Property to Purchaser is made by Seller, on an "as
is, where is, and with all faults" basis. Purchaser expressly acknowledges
that, except for the warranty of title contained in the Deed delivered to
Purchaser contemporaneously herewith, Seller makes no warranty or representation
of any kind, oral or written, express or implied, or arising by operation of law
with respect to the Property, including, but not limited to, any warranties or
representations as to habitability, merchantability, fitness for a particular
purpose, title (other than Seller's warranty of title set forth in the Deed),
zoning, tax consequences, physical or environmental condition, utilities,
operating history or projections, valuation, governmental approvals, the
compliance of the property with governmental laws, the truth, accuracy or
completeness of any information provided by or on behalf of Seller to Purchaser,
or any other matter or thing regarding the Personal Property.
Purchaser hereby assumes and agrees to perform from the effective date
hereof forward all of the covenants and obligations contained in the contracts
assigned hereunder which are to be performed by Seller and hereby indemnifies
and agrees to defend Seller, its general partner and their respective affiliates
and their and their affiliates' officers, directors, employees, agents and
representatives, and agrees to hold Seller, its general partner and their
respective affiliates and their and their affiliates' officers, directors,
employees, agents and representatives, harmless from and against any and all
liability, cost, claim, cause of action, fine, fee, lien, loss, damage or
expenses, including reasonable attorneys' fees and expense, suffered or incurred
by any of them as a result of any alleged failure of Purchaser to perform such
covenants or obligations.
This Blanket Conveyance, Bill of Sale and Assignment is binding and shall
inure to the benefit of the parties hereto, and their respective successors and
assigns.
TO HAVE AND TO HOLD the Property unto Purchaser, its successors and
assigns forever, and Seller does hereby bind itself, its successors and assigns,
to forever WARRANT AND DEFEND the title to the Property unto Purchaser, its
successors and assigns, against any person whomsoever lawfully claiming, or to
claim the same or any part thereof, by, through or under Seller, but not
otherwise.
EXECUTED effective as of this day of September, 1995 (the "Closing
Date").
ASSIGNOR:
HARBOR LANDING AP XI, L.P.
a South Carolina limited partnership
By: Angeles Partners XI GP Limited Partnership, a South
Carolina limited partnership, in its capacity as
general partner and to confirm its primary, joint and
several liability
By: Angeles Realty Corporation II, a California
corporation, in its capacity as general partner
and to confirm its primary, joint and several
liability
/s/Marcus McCall By:/s/Robert D. Long, Jr.
First Witness Title:Chief Accounting Officer and Controller
/s/Kelley M. Buechler
Second Witness
ASSIGNEE:
NEW PLAN REALTY TRUST,
a Massachusetts business trust
By:
Name:
Title: President
EXHIBIT A
TO
BLANKET CONVEYANCE, BILL OF SALE AND ASSIGNMENT
Real Property
All that certain piece, parcel or tract of land lying southeast of the City of
Columbia in Richland County, South Carolina, consisting of Parcel A, containing
15.32 acres, and Parcel B, containing 4.63 acres, as shown and delineated on a
plat of Fountain Lake Apartments prepared by William Wingfield, Registered
Surveyor, dated November 23, 1976, revised February 1, 1977, which plat is
recorded in Plat Book X at page 7529 in the Office of the R.M.C. for Richland
County, South Carolina.
Together with the following fixtures and personalty, if any, located on the
above described Real Property:
All fixtures, machinery, vehicles, if any, tools, signs, equipment, furnishings
and furniture; tangible and intangible personal property; and replacements,
inventories and supplies, all furniture, furnishings and carpeting; all heating,
lighting, plumbing, electrical and air conditioning fixtures, equipment and
systems; all hot water heaters, furnaces, heating controls, motors and boiler
pressure systems and equipment; and all ventilating, incinerating, disposal,
cleaning, maintenance, snow removal and landscaping equipment; excluding,
however, from the foregoing such items of furniture, furnishings and other
tangible and intangible personal property and trade fixtures as are owned by
tenants in occupancy under leases and pursuant to which leases such tenants have
the right to remove the same.