Stamps.com 2011 Annual Report Download - page 118

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EXHIBIT E
GENERAL ASSIGNMENT AND BILL OF SALE
THIS GENERAL ASSIGNMENT AND BILL OF SALE (" Assignment
") is made this _____ day of __________,
_________, by and between ______________________, a _____________________ ("
Assignor
"), and __________________, a
______________________ ("
Assignee ").
Recitals
Assignor and Assignee entered into that certain Agreement of Purchase and Sale and Escrow Instructions dated as of October
___, 2011 (the "
Agreement "), respecting the sale of certain " Property " (as described and defined in the Agreement).
Under the Agreement, Assignor is obligated to assign any and all of its right, title and interest and delegate any and all of its
obligations and responsibilities in each of the following to Assignee:
(a) the service contracts, warranties, guarantees, indemnities, and the service contracts listed on Exhibit A to
this General Assignment, together with all supplements, amendments and modifications thereto, relating to the Property (" Contract(s) ");
(b) any and all (i) licenses, permits and entitlements necessary for the construction, rehabilitation and
operation of the Property in accordance with its current use; and (ii) development rights and other intangible rights, titles, interests, privileges
and appurtenances owned by Assignor and in any way related to or housed in connection with the Property and its operation (collectively "
License(s) "); and
(c) all fixtures, fittings, furniture, furnishings, appliances, apparatus, equipment, machinery, building
materials, and other items of tangible personal property owned by Assignor and affixed or attached to or used at the Property (all of such
properties and assets being collectively called the " Assigned Properties ").
Agreement
NOW, THEREFORE,
for good and valuable consideration, the receipt and sufficiency of which are acknowledged, the
parties agree as follows:
Assignor assigns, sells, transfers, sets over and delivers unto Assignee all of Assignor's estate, right, title and interest in and to
the Contracts, Licenses and Assigned Properties, including, without limitation, those set forth on Schedule "1" attached hereto.
Assignee accepts such assignment and assumes all liabilities, duties and obligations under the Contracts, Licenses and
Assigned Properties arising from and after the date hereof and the performance of all of the terms, covenants and conditions imposed upon
Assignor with respect to the Contracts, Licenses and Assigned Properties arising from and after the date hereof.
EXHIBIT E
1