Fill and Sign the Bill Sale Form 481375346

Combined Agreement and Bill of Sale for Equipment and Machinery with Waivers of Warranties This Assignment and Bill of Sale (this Assignment) is made this the ________________ (date) from ____________________ (Name of Assignor), a corporation organized under the laws of ___________________ (name of state), having its principal office at _______________ __________________________________________________________________ (address of Assignor) __________________ (Assignor ), to __________________ (name of Assignee), a corporation organized under the laws of _________________ (name of state), having its principal office at ______________________________________________________________ ________________ (address of Assignee) _____________________ (Assignee ). Assignor , for $__________ and other good and valuable consideration, the receipt and sufficiency of which are hereby 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 on Exhibit A (collectively referred to herein as the Equipment), subject to the terms and conditions set forth below. 1. Disclaimers A. EXCEPT TO THE EXTENT EXPRESSLY SET FORTH IN SECTION TWO, (i ) ASSIGNOR MAKES NO REPRESENTATIONS OR WARRANTIES, EXPRESS, STATUTORY OR IMPLIED, AND (ii) 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 (i) THE MAINTENANCE, REPAIR, CONDITION, QUALITY, SUITABILITY, DESIGN OR MARKETABILITY OF THE EQUIPMENT, (ii) 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, (iii) 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 (iv) ANY IMPLIED OR EXPRESS WARRANTY OF FREEDOM FROM PATENT OR TRADEMARK INFRINGEMENT. EXCEPT AS EXPRESSLY SET FORTH IN SECTION TWO, 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, RUL ES OR REGULATIONS. 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 One 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 ______ (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 Two, for purposes of allowing Assignee to fulfill its obligations under this Section Two. 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. Execution of Future Necessary Documents 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. 4. No Special or Punitive Damages NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THIS ASSIGNMENT OR OTHERWISE, NO PARTY TO THIS ASSIGNMENT (OR ANY OF ITS SUBSIDIARIES, AFF ILIATES OR ASSIGNS) SHALL, UNDER ANY CIRCUMSTANCE, BE LIABLE TO ANY OTHER PARTY (OR ANY OF ITS SUBSIDIARIES, AFFILIATES OR ASSIGNS) FOR ANY CONSEQUENTIAL, EX EMPLARY, 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 T O, LOSS OF REVENUE OR INCOME, COST OF CAPITAL, OR LOSS OF BUSINESS REP UTATION OR OPPORTUNITY . 5. Severability The invalidity of any portion of this Agreement will not and shall not be deemed to affect the validity of any other provision. If any provision of this Agreement is held to be invalid, the parties agree that the remaining provisions shall be deemed to be in full force and effect as if they had been executed by both parties subsequent to the expungement of the invalid provision. 6. No Waiver The failure of either party to this Agreement to insist upon the performance of any of the terms and conditions of this Agreement, or the waiver of any breach of any of the terms and conditions of this Agreement, shall not be construed as subsequently waiving any such terms and conditions, but the same shall continue and remain in full force and effect as if no such forbearance or waiver had occurred. 7. Governing Law This Agreement shall be governed by, construed, and enforced in accordance with the laws of the State of ______________. 8. Notices Any notice provided for or concerning this Agreement shall be in writing and shall be deemed sufficiently given when sent by certified or registered mail if sent to the respective address of each party as set forth at the beginning of this Agreement. 9. Attorney’s Fees In the event that any lawsuit is filed in relation to this Agreement, the unsuccessful party in the action shall pay to the successful party, in addition to all the sums that either party may be called on to pay, a reasonable sum for the successful party's attorney fees. 10. Mandatory Arbitration Any dispute under this Agreement shall be required to be resolved by binding arbitration of the parties hereto. If the parties cannot agree on an arbitrator, each party shall select one arbitrator and both arbitrators shall then select a third. The third arbitrator so selected shall arbitrate said dispute. The arbitration shall be governed by the rules of the American Arbitration Association then in force and effect. 11. Entire AgreementThis Agreement shall constitute the entire agreement between the parties and any prior understanding or representation of any kind preceding the date of this Agreement shall not be binding upon either party except to the extent incorporated in this Agreement. 12. Modification of Agreement Any modification of this Agreement or additional obligation assumed by either party in connection with this Agreement shall be binding only if placed in writing and signed by each party or an authorized representative of each party. WITNESS our signatures as of the day and date first above stated. ________________________ ________________________ (Name of Assignor) (Name of Assignee) By:______________________________ By:_____________________________ ________________________ _________________________ (Printed name & Office in Corporation) (Printed name & Office in Corporation ________________________ _________________________ (Signature of Officer) (Signature of Officer) Attach Exhibit A