Fill and Sign the Assignment Equipment Form 497331980

Assignment and Bill of Sale of Equipment and Machinery This Assignment and Bill of Sale (this Assignment ) is made ________________ (date) from ______________________ (Name of Assignor) , a corporation organized and existing under the laws of the state of ______________, with its principal office located at _____________________________________________________________ ____________________ (street address, city, state, zip code) , referred to herein as Assignor , to ______________________ (Name of Assignee) , a corporation organized and existing under the laws of the state of ______________, with its principal office located at _____________________________________________________________ ___________________ (street address, city, state, zip code) , referred to herein as Assignee . Assignor, for and in consideration of the payment by Assignee to Assignor of the sum of $___________, and other good and valuable consideration, the receipt and sufficiency of which are acknowledged, does now sell, transfer, assign, and convey to Assignee all of Assignor's right, title and interest in and to the equipment, machinery, and personal property listed in Exhibit A , hereinafter collectively called the Equipment , to have and to hold to Assignee, its successors and assigns, forever, subject to the terms and conditions set forth below. 1. Disclaimers A. EXCEPT TO THE EXTENT EXPRESSLY SET FORTH IN SECTION 2, 1. ASSIGNOR MAKES NO REPRESENTATIONS OR WARRANTIES, EXPRESS, STATUTORY OR IMPLIED, AND 2. ASSIGNOR DISCLAIMS ALL LIABILITY AND RESPONSIBILITY FOR ANY REPRESENTATION, WARRANTY, STATEMENT OR INFORMATION MADE OR COMMUNICATED (ORALLY OR IN WRITING) TO ASSIGNEE OR ANY OF ITS AFFILIATES, EMPLOYEES, AGENTS, CONSULTANTS OR REPRESENTATIVES (INCLUDING, BUT NOT LIMITED TO, ANY OPINION, INFORMATION, PROJECTION OR ADVICE THAT MAY HAVE BEEN PROVIDED TO ASSIGNEE BY ANY OFFICER, DIRECTOR, EMPLOYEE, AGENT, CONSULTANT, REPRESENTATIVE OR ADVISOR OF ASSIGNOR OR ANY OF ITS AFFILIATES). IN PARTICULAR AND WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, ASSIGNOR DISCLAIMS ANY REPRESENTATION OR WARRANTY, EXPRESS, STATUTORY OR IMPLIED, AS TO: a. THE MAINTENANCE, REPAIR, CONDITION, QUALITY, SUITABILITY, DESIGN OR MARKETABILITY OF THE EQUIPMENT, b. THE CONTENT, CHARACTER OR NATURE OF ANY INFORMATION MEMORANDUM, REPORTS, BROCHURES, CHARTS OR STATEMENTS PREPARED BY ASSIGNOR OR THIRD PARTIES WITH RESPECT TO THE EQUIPMENT, c. ANY OTHER MATERIALS OR INFORMATION THAT MAY HAVE BEEN MADE AVAILABLE TO ASSIGNEE OR ITS AFFILIATES, OR ITS OR THEIR EMPLOYEES, AGENTS, CONSULTANTS, REPRESENTATIVES OR ADVISORS IN CONNECTION WITH THE TRANSACTIONS CONTEMPLATED BY THIS ASSIGNMENT OR ANY DISCUSSION OR PRESENTATION RELATING TO THE SAME, AND d. ANY IMPLIED OR EXPRESS WARRANTY OF FREEDOM FROM PATENT OR TRADEMARK INFRINGEMENT. EXCEPT AS EXPRESSLY SET FORTH IN SECTION 2, ASSIGNOR FURTHER DISCLAIMS ANY REPRESENTATION OR WARRANTY, EXPRESS, STATUTORY OR IMPLIED, OF MERCHANTABILITY, FREEDOM FROM LATENT VICES OR DEFECTS, FITNESS FOR A PARTICULAR PURPOSE OR CONFORMITY TO MODELS OR SAMPLES OF MATERIALS OF ANY ASSETS, AND RIGHTS OF A PURCHASER UNDER APPROPRIATE STATUTES TO CLAIM DIMINUTION OF CONSIDERATION OR RETURN OF THE PURCHASE PRICE, IT BEING AGREED BY THE PARTIES TO THIS ASSIGNMENT THAT ASSIGNEE SHALL BE DEEMED TO BE OBTAINING THE EQUIPMENT IN ITS PRESENT STATUS, CONDITION AND STATE OF REPAIR, AS IS AND WHERE IS WITH ALL FAULTS OR DEFECTS (KNOWN OR UNKNOWN, LATENT, DISCOVERABLE OR UNDISCOVERABLE), AND THAT ASSIGNEE HAS MADE OR CAUSED TO BE MADE SUCH INSPECTIONS AS ASSIGNEE DEEMS APPROPRIATE. AS PART OF THE PROVISIONS OF THIS PARAGRAPH A, BUT NOT AS A LIMITATION, ASSIGNEE AGREES, REPRESENTS AND WARRANTS THAT THE MATTERS RELEASED IN THIS PARAGRAPH ARE NOT LIMITED TO MATTERS WHICH ARE KNOWN OR DISCLOSED, AND ASSIGNEE WAIVES ANY AND ALL RIGHTS AND BENEFITS WHICH IT NOW HAS, OR IN THE FUTURE MAY HAVE CONFERRED UPON IT, BY VIRTUE OF THE PROVISIONS OF FEDERAL, STATE OR LOCAL LAW, RULES OR REGULATIONS, INCLUDING, BUT NOT LIMITED TO , (Citation of Statute) _________________________________ , WHICH PROVIDES AS FOLLOWS : (Text of Statute regarding the scope of general releases) ______________________________________ _____________________________________________________ _____________________________________________________ _____________________________________________________ _____________________________________________________ Assignor and Assignee acknowledge that the compensation to be paid to Assignor for the Equipment has been decreased to take into account that the Equipment is being sold subject to the provisions of this Paragraph A. B. Assignor and Assignee agree that, to the extent required by applicable law to be effective, the disclaimers of certain representations and warranties contained in this Section 1 are conspicuous disclaimers for the purpose of any applicable law. 2. Further Agreements Assignor and Assignee agree that the transfer and assignment of the Equipment is conditioned upon the following agreements between the parties: A. The Equipment shall be removed by Assignee at Assignee's sole risk and cost within ______ (number) days after the execution of this Assignment unless prohibited from doing so due to an excusable delay. Assignee agrees to pay Assignor $____________ per day as storage fees for any Equipment not so removed within such time period unless prior arrangements are made or the parties agree otherwise. B. All hazardous materials contained in any of the Equipment, including but not limited to battery backup systems, will be properly removed and disposed of by licensed companies hired by Assignee that specialize in handling and disposing of such materials. Assignee shall not be responsible for removing any concrete pads or foundations and shall not be responsible for any hazardous materials at or below the surface unless resulting from the work of Assignee. Assignor agrees to cooperate with Assignee and provide all reasonable assistance in relation to Assignee removing the Equipment and performing the work at the site. C. Assignor shall provide Assignee and its designated contractors access to the site during the time period set forth in Paragraph A of this Section 2, for purposes of allowing Assignee to fulfill its obligations under this Section 2. Assignee agrees to indemnify and hold harmless Assignor, its working interest partners, contractors or subcontractors and the employees, officers, directors of any of them for all claims, damages (including reasonable attorney's fees) and causes of action arising out of the negligence of Assignee (or any of its contractors or subcontractors) while on the site for any purpose contemplated by this Assignment, including but not limited to inspection, deconstruction, removal and transportation of the Equipment and restoration of the site. Assignee agrees to provide proof of Assignee's insurance to support its indemnity obligations under this Paragraph C. Assignor agrees to indemnify and hold harmless Assignee, its contractors or subcontractors and the employees, officers, directors of any of them, for all claims, damages (including reasonable attorney's fees) and causes of action arising out of the negligence of Assignor (or any of its contractors or subcontractors) while Assignee is on the site for any purpose contemplated by this Assignment, including but not limited to inspection, deconstruction, removal and transportation of the Equipment and restoration of the site. D. Assignor represents and warrants to Assignee that as of the date of this Assignment Assignor has and does now convey to Assignee full legal, marketable and beneficial title to the Equipment, free and clear of any and all security interests, liens, claims, charges or encumbrances of any nature whatsoever. 3. Miscellaneous A. This Assignment shall be governed by and interpreted in accordance with the laws of __________________ (name of state) , without regard to any conflicts of law rule that would direct application of the laws of another jurisdiction. B. Assignor and Assignee agree that from and after the date of this Assignment, each of them will, and will cause their respective representatives and affiliates to execute and deliver such further instruments of conveyance and transfer and take such other action as may reasonably be requested by any party to this Assignment to carry out the purposes and intents of this Assignment. C. NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THIS ASSIGNMENT OR OTHERWISE, NO PARTY TO THIS ASSIGNMENT (OR ANY OF ITS SUBSIDIARIES, AFFILIATES OR ASSIGNS) SHALL, UNDER ANY CIRCUMSTANCE, BE LIABLE TO ANY OTHER PARTY (OR ANY OF ITS SUBSIDIARIES, AFFILIATES OR ASSIGNS) FOR ANY CONSEQUENTIAL, EXEMPLARY, SPECIAL, INCIDENTAL OR PUNITIVE DAMAGES CLAIMED BY SUCH OTHER PARTY UNDER THE TERMS OF OR DUE TO ANY BREACH OF THIS ASSIGNMENT, INCLUDING, BUT NOT LIMITED TO, LOSS OF REVENUE OR INCOME, COST OF CAPITAL, OR LOSS OF BUSINESS REPUTATION OR OPPORTUNITY. The parties have executed this Assignment and Bill of Sale at _______________ ____________________________________________________ (place of execution) the day and year first set forth above. _____________________ ____________________ (Name of Assignor) (Name of Assignee) By:_______________________ By:________________________ (P rinted Name & Office in Corporation) (P rinted Name & Office in Corporation) _________________________ ________________________ (Signature of Officer) (Signature of Officer ) Attach Exhibits