Howard J. Kaplan and Brenda L. Kaplan, et al. - Page 24

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               charitable contribution and the Donor and Donee shall,                 
               simultaneously with the execution of this Bill of Sale,                
               modify and amend the Lease to reflect said charitable                  
               contribution.                                                          
                    KNOW ALL MEN BY THESE PRESENTS, that for consider-                
               ation of $1.00 received from Donee, the receipt and                    
               sufficiency of which are hereby acknowledged, Donor                    
               does hereby donate, convey, set over, assign, transfer                 
               and deliver to Donee, its successors and assigns, with                 
               effect as of the date hereof, all of Donor’s right,                    
               title and interest in and to the Improvements.                         
                    TO HAVE AND TO HOLD any and all of the Improve-                   
               ments hereby donated, conveyed, set over, assigned,                    
               transferred and delivered to Donee, its successors and                 
               assigns, for its and their own use and benefit forever.                
               The Donor hereby warrants to the Donee that the Donor                  
               is the lawful owner of the Improvements, that the                      
               Improvements are free and clear of all liens and that                  
               the Donor has the right to donate the Improvements.                    
                    From time to time after the Closing, Donor shall                  
               execute and deliver all such other instruments and                     
               shall take all such other action as Donee may reason-                  
               ably request to more effectively transfer to and vest                  
               in Donee, and to put Donee in possession of, any of the                
               Improvements.                                                          
                    This Bill of Sale shall be governed by, and con-                  
               strued in accordance with, the laws of the State of                    
               Ohio, without regard to the conflicts of laws and rules                
               of such state.                                                         
          Mr. Kaplan did not acknowledge his signing the bill of sale on              
          behalf of KQC in the presence of two witnesses.6  Nor did Mr.               
          Kaplan acknowledge his signing the bill of sale on behalf of KQC            
          before a judge of a court of record in Ohio or a clerk thereof, a           
          county auditor, a county engineer, a notary public, a mayor, or             

               6As a result, there were not two witnesses who attested to             
          Mr. Kaplan’s signing the bill of sale on behalf of KQC and who              
          subscribed their names to such attestation.                                 





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Last modified: May 25, 2011