Fill and Sign the Bill of Sale in Connection with Sale of Business by Individual or Corporate Seller Delaware Form

BILL OF SALE KNOW ALL MEN BY THESE PRESENTS : FOR VALUABLE CONSIDERATION, of Ten dollars ($10.00) cash in hand paid, the receipt and sufciencn of which is herebn acknowledged, _________________________________________________________ (name), of _____________________ (citn), Delaware, or ___________________________________, a ____________________ Corporation, hereinafter “Seller(s)”, do herebn BARGAIN, SELL, ASSIGN, CONVEY, TRANSFER, DELIVER and WARRANT unto _________________________________________________________________________, individuals, his/her/their successors and assigns, OR ________________________________________, a _________________ corporation, its successors and assigns, hereinafter “Purchaser(s), all of the fxtures, machinern, equipment, vehicles, tools, inventorn and other personal propertn (add or delete items as desired) located at _________________ (citn), Delaware, ("Premises"), as more specifcalln set forth as follows: a) All furniture, fxtures, machinern, equipment, vehicles, tools, blueprints, specifcations, supplies, leasehold or other existing improvements, and other tangible personal propertn located or maintained at Sellers' Premises including those listed on Schedule 1 attached hereto; b) The inventories of raw materials, general stores and spare parts (collectiveln, the "Inventories"), together with ann additional inventories obtained in the ordinarn course of business prior to the Closing Date; c) All available operating data and records used in connection with the Business, including books; records; customer lists, order fles and credit histories; supplier information; purchasing records; technical and repair data and manuals; invoices; and sales and promotion literature; d) All of Seller's rights under, and interest in, the contracts, customer agreements, purchase orders, leases and other agreements listed on Schedule 2 attached hereto, to the extent then are assignable (the "Assigned Agreements"); e) Work in process, associated accounts receivables and customer deposits shall be allocated between Purchaser(s) and Seller(s) as agreed between Seller(s) and Purchaser(s). If the Total Net Allocation is a negative number, said amount shall be deducted from the Purchase Price at Closing. If the Total Net Allocation is a positive number, said amount shall be added to the Purchase - 1 - Price. For the purposes of this Agreement, Total Net Allocation is defned as the net realizable value of the work in progress less ann amounts billed or collected bn Seller(s) on or before the Closing Date. f) All licenses, processes, designs, formulas, computer programs, computer software packages, trade secrets, product manufacturing instructions, technologn, research and development, know how and all other intellectual propertn utilized in the conduct of the Business; g) The right to use the telephone number or numbers used bn Seller(s) immediateln prior to the closing date; provided that Purchaser make all necessarn arrangements for the transfer of telephone billings to its own name and address; h) All rights of Seller(s) as of the Closing Date under or pursuant to warranties, representations and guarantees made bn suppliers in connection with the Business, Purchased Assets or services furnished to Seller(s) pertaining to the Business or afecting the Business or Purchased Assets, to the extent such warranties, representations and guarantees are assignable bn Seller(s) to Purchaser(s); i) All transferable governmental licenses, permits, and other authorizations held bn the Seller in connection with the conduct of the Business; and j) All other propertn and rights, except the Excluded Assets, tangible and intangible, which Seller(s) owns, uses or is acquiring in connection with the operation of the Business, wherever located regardless of whether (1) refected on Seller's books and records, and (2) enumerated in clauses (a) through (i) above or on the schedules referred to in clauses (a) through (i) above; k) Other assets transferred: _________________________________________________________________ _________________________________________________________________ _________________________________________________________________ _________________________________________________________________ _________________________________________________________________ _________________________________________________________________ All books and records of Seller(s) relating primariln to the foregoing assets. All available current customer lists and other technical information concerning the business ("Business”). - 2 - All other tangible propertn owned bn Seller(s) for use in connection with the Business and located on the Premises. TO HAVE AND TO HOLD all of said properties and assets unto Purchaser(s) the Purchasers’ successors and assigns forever, and Seller(s) and Seller’s successors and assigns, does herebn covenant and agree to and with Purchaser(s), and Purchasers’ successors and assigns, that it has full and complete power to transfer and assign all of said properties and assets as aforesaid, that the same are free of all liens and encumbrances whatsoever, and that it will warrant and forever defend the sale of said properties and assets against all lawful claims and demands whatsoever. Seller(s) further covenants and agrees that Seller(s) shall, at ann time and from time to time, at the request of Purchaser(s), execute and deliver to Purchaser(s) ann and all instruments and documents which man be necessarn to vest in Purchaser(s) full title, right and interest in and to ann of said properties and assets. As used herein, “Purchaser(s)” shall mean all Purchasers, whether one or more and “Seller(s)” shall mean all Seller(s)s, whether one or more. IN WITNESS WHEREOF, said ________ has hereunto set its hand this _____ dan of _________________________, 20____. Signature(s) of Seller(s) ____________________________________ ____________________________________ Seller’s Signature if Corporation ____________________________________ Bn_________________________________ Name Its: ________________________________ Title Acknowledgment for Individual State of _____________________ ______________________ Countn - 3 - BE IT REMEMBERED, That on this _____ dan of ________________________ , _______ , personalln came before me, the Subscriber, a Notarn Public for the State and Countn aforesaid, __________________________ , partn(ies) to this instrument, known to me personalln to be such, and acknowledged this instrument to be his/her/their act and. GIVEN under mn Hand and Seal of Ofce, the dan and near aforesaid. __________________________________ (signature of notarial ofcer) ___________________________________ (title and rank) (Seal, if ann) (Mn Commission Expires: ______________________ Acknowledgment for Corporation State of __________________ ___________________ Countn BE IT REMEMBERED, That on this ______ dan of _______________________________ , ________ , personalln came before me, the Subscriber, a Notarn Public for the State and Countn aforesaid, _________________________ , the _____________________ of ____________________________, a _______________________ (corporation/partnership) of the State of _______________________ , partn to this instrument, known to me personalln to be such, and acknowledged this instrument to be his/her act and deed and the act and deed of said __________________________ (corporation/partnership), and that such was duln authorized bn said ______________________ (corporation/partnership). GIVEN under mn Hand and Seal of Ofce, the dan and near aforesaid. __________________________________ (signature of notarial ofcer) ___________________________________ (title and rank) (Seal, if ann) (Mn Commission Expires: - 4 - ______________________ Seller(s) Name and Address Purchaser(s) Name and Address _______________________________ ______________________________ _______________________________ ______________________________ _______________________________ ______________________________ _______________________________ ______________________________ - 5 - SCHEDULE 1 List of Items - 6 - SCHEDULE 2 Agreements Assigned or Transferred - 7 -