Fill and Sign the City Kentucky or a Form

- 1 - BILL OF SALE KNOW ALL MEN BY THESE PRESENTS: FOR VALUABLE CONSIDERATION, of Ten dollars ($10.00) cash in hand paid, the receipt and sufficiency of which is hereby acknowledged, _________________________________________________________ (name), of _____________________ (city), Kentucky, or ___________________________________, a ____________________ Corporation, hereinafter “Seller(s)”, do hereby 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 fixtures, machi nery, equipment, vehicles, tools, inventory and other personal property (add or delete items as de sired) located at _________________ (city), Kentucky, ("Premises"), as more specifically set forth as follows: a) All furniture, fixtures, machinery, equipment, vehicles, tools, blueprints, specifications, supplies, leasehold or other existing improvements, and other tangible personal property located or maintained at Sellers' Premises inc luding those listed on Schedule 1 attached hereto; b) The inventories of raw materials, general stores and spare parts (collec tively, the "Inventories"), together with any additional inventories obtained in the ordinary course of business prior to the Closing Date; c) All available operating data and records used in connection with the Busines s, including books; records; customer lists, order files and credit histories; suppl ier information; purchasing records; technical and repair data and manuals; invoice s; and sales and promotion literature; d) All of Seller's rights under, and interest in, the contracts, customer agree ments, purchase orders, leases and other agreements listed on Schedule 2 attached hereto, to the extent they are assignable (the "Assigned Agreements"); e) Work in process, associated accounts receivables and customer deposits shal l 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 a mount shall be deducted from the Purchase Price at Closing. If the Total Net Allocat ion is a positive number, said amount shall be added to the Purchase Price. For the purposes of this Agreement, Total Net Allocation is defined as the net realizable value of the work in progress less any amounts billed or collected by Sel ler(s) on or before the Closing Date. - 2 - f) All licenses, processes, designs, formulas, computer programs, computer softw are packages, trade secrets, product manufacturing instructions, technology, research and development, know how and all other intellectual property utilized in the conduct of the Business; g) The right to use the telephone number or numbers used by Seller(s) immediately prior to the closing date; provided that Purchaser make all necessary 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 by suppliers in connection with the Business, Purchased Assets or services furnished to Seller(s) pertaining to t he Business or affecting the Business or Purchased Assets, to the extent suc h warranties, representations and guarantees are assignable by Seller(s) to Purchaser(s); i) All transferable governmental licenses, permits, and other authorizations he ld by the Seller in connection with the conduct of the Business; and j) All other property and rights, except the Excluded Assets, tangible and intang ible, which Seller(s) owns, uses or is acquiring in connection with the operation of the Business, wherever located regardless of whether (1) reflected on Seller's books an d 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 primarily to the foregoing assets. All available current customer lists and other technical information concerning the business ("Business”). All other tangible property owned by Seller(s) for use in connection with the Bus iness and located on the Premises. TO HAVE AND TO HOLD all of said properties and assets unto Purcha ser(s) the Purchasers’ successors and assigns forever, and Seller(s) and Seller’ s successors and assigns, does hereby covenant and agree to and with Purchaser(s), and Purchasers’ successors and assigns, that it has full and complete power to transfer and assign al l of said properties and assets as aforesaid, that the same are free of all liens and encumbrances w hatsoever, and that it will warrant and forever defend the sale of said properties and assets against all lawful claims and - 3 - demands whatsoever. Seller(s) further covenants and agrees that Seller(s) shall, at any time and from time to time, at the request of Purchaser(s), execute and deliver to Purchaser(s) any and all instruments and documents which may be necessary to vest in Purchaser(s) full title, right and interest in and to any of said properties and assets. As used her ein, “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 _____ day of _________________________, 20____. Signature(s) of Seller(s) ____________________________________ ____________________________________ Seller’s Signature if Corporation ____________________________________ By_________________________________ Name Its: ________________________________ Title Acknowledgment for Individual State of _____________________ ______________________ County The foregoing instrument was acknowledged before me this ___________________________ (date), by ________________________________(name of person acknowledged). ___________________________________ Notary Public, State of Printed Name:________________________ My Commission Expires: ____________________ - 4 - Serial Number, if any _________________ Acknowledgment for Corporation State of __________________ ___________________ County The foregoing instrument was acknowledged before me this ______________________________ (date), by _____________________________________ (name and title of officer or agent) of ___________________________(name of corporation) , a ____________________ (state or place of incorporation) corporation, on behalf of the corporation. ____________________________________ Notary Public, State of Printed Name:________________________ My Commission Expires: _____________________ Serial Number, if any _________________ Seller(s) Name and Address Purchaser(s) Name and Address _______________________________ ______________________________ _______________________________ ______________________________ _______________________________ ______________________________ _______________________________ ______________________________ - 5 - SCHEDULE 1 List of Items - 6 - SCHEDULE 2 Agreements Assigned or Transferred