Fill and Sign the Bill Sale All Form

Bill of Sale by Corporation of all or Substantially all of its Assets For and in consideration of the sum of $_____________, the mutual covenants contained in this agreement, and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the undersigned ___________________ ( Name of Seller) , 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 Seller, does hereby grant, bargain, sell, transfer, convey, assign and deliver to _______________________ (Name of Purchaser) , 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 Purchaser , certain assets of Seller's business consisting of the following: A. All accounts receivable owned by Seller as of ___________________ (date) as listed on Schedule A annexed hereto and made a part hereof; B. All right, title and interest in and to the name __________________ (specify name) , which name Seller warrants and represents to be the only trade name and trademark used by Seller in the course of its business. C. All inventory listed on Schedule B annexed hereto and made a part of. Seller represents that said inventory provides certain of the parts, supplies and other items necessary to fill the orders on Schedule C hereof. D. All of Seller's orders from customers as listed on Schedule C annexed hereto and made a part hereof. Said orders are represented by Seller to have a net sales value of not less than $___________ as of ________________ (date) . The term Net Sales Value is hereby defined as the sales price, less any trade or cash discounts or allowances, returns or reworks which may have been granted to the customer prior to the date hereof. E. Certain machinery, equipment, molds, tools and dies listed on Schedule D. F. All of Seller's right, title and interest in and to its list of customers (although some may not be currently active), together with all other historical records, documents, blueprints, parts specifications and quantities sold. The list of customers is represented by Seller to be essentially all significant customers sold by Seller within the last _____ years and is set forth on Schedule E annexed hereto and made a part hereof. TO HAVE AND TO HOLD THE SAME UNTO THE PURCHASER AND ITS SUCCESSORS AND ASSIGNS FOREVER. Seller hereby covenants to and with the said Purchaser that Seller has good and marketable title to all items to be sold, transferred, assigned and conveyed hereunder, subject to no liens, claims, encumbrances or restrictions of any kind, has the right, power and authority to, and hereby does, sell, transfer, assign and convey all of said assets free and clear of such liens, claims, encumbrances and restrictions. Seller hereby covenants that it will warrant and defend same against all lawful claims whatsoever. Witness the signature of the undersigned Corporation on this the ______ day of ______________, 20_____. _________________________ (Name of Seller) By:_______________________________ (P rinted Name & Office in Corporation) __________________________ (Signature of Officer) (Acknowledgment form may vary by state) STATE OF ______________ COUNTY OF _____________ Personally appeared before me, the undersigned authority in and for the said county and state, on this ____ day of ___________, 20____, within my jurisdiction, the within named ___________________ (Name of Officer) , who acknowledged that he is __________________ (Name of Office) of ________________________ (Name of Corporation) , a __________________ (name of state) corporation, and that for and on behalf of the said corporation, and as its act and deed he executed the above and foregoing instrument, after first having been duly authorized by said corporation so to do. ________________________________ NOTARY PUBLIC My Commission Expires: ____________________