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b. Paragraph 14 clearly provides that all insur-
ance proceeds with regard to the building and any
improvements are the property of your company;
c. Paragraph 15(a) clearly recites that all
condemnation awards, as the result of an entire condem-
nation, are payable to your company;
d. Paragraph 30 requires that the tenant, upon
termination of the lease, surrender the possession of
the Demised Premises, which includes all improvements.
To further support your transfer of ownership, we
understand that you are amending the lease to remove
any references to the improvements as being owned by
you. This includes the reduction of the rent amount to
an amount related solely to the value of the land and
also adjusts each of the items set out in paragraphs
(a) through (d) above.
Based on this analysis, it is our opinion that
your company could transfer ownership, by way of a bill
of sale, of all the improvements to the tenant notwith-
standing the fact that the lease term continues.
On December 31, 1999, Mr. Kaplan on behalf of KQC and Oscar
Villarreal (Mr. Villarreal) on behalf of TMC executed a document
entitled “BILL OF SALE” (bill of sale) that Mr. Matamoros had
prepared for KQC. When Mr. Matamoros prepared that document for
KQC, he was not aware (1) that TMC had a new building constructed
on KQC’s land with HHS’s grant funds and (2) that on May 15,
1998, a notice of Federal interest with respect to the improved
property on Maple Street was filed with the Sandusky County
recorder’s office. The bill of sale provided in pertinent part:
Donor [KQC] is the Lessor under a Lease Agreement
dated April 21, 1997, with Donee [TMC], as Lessee (the
“Lease”). Donor has agreed to transfer and assign all
of its rights, title and interest in and to the Im-
provements (as defined in the Lease) to the Donee as a
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