Fill and Sign the Massachusetts Bill of Sale in Connection with Sale of Business by Individual or Corporate Seller 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 whi ch is hereby acknowledged, _________________________________________________________ (name), of _____________________ (city), Massachusetts, or ___________________________________, a ____________________ Corporation, hereinafter “Seller(s)”, do hereby BARG AIN, SELL, ASSIGN, CONVEY, TRANSFER, DELIVER and WARRANT unto _________________________________________________________________________, individuals, his/her/their successors and assigns, OR ________________________________________, a _________________ co rporation, its successors and assigns, hereinafter “Purchaser(s), all of the fixtures, machinery, equipment, vehicles, tools, inventory and other personal property (add or delete items as desired) located at _________________ (city), Massachusetts, ("Premi ses"), 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 maintaine d at Sellers' Premises including those listed on Schedule 1 attached hereto; b) The inventories of raw materials, general stores and spare parts (collectively, the "Inventories"), together with any additional inventories obtained in the ordinary course o f 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 files and credit histories; supplier information; purchasing records; technical and re pair 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, le ases 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 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 Purcha se 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 Seller(s) on or before the Closing Date. - 2 - f) All licenses, processes, designs, formu las, computer programs, computer software 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 tel ephone 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 Dat e 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 the Business or affecting the Business or Purchased Assets, to the extent such warranties, representations and guarantees are assignable by Seller(s) to Purchaser(s); i) All transferable governmental licenses, permits, and other authorizations held by the Seller in connection with the conduct of the Business; and j) All oth er property 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) reflected on Seller's books and records, an d (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 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 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 all of said properties and assets as aforesaid, that the same are free of all liens and encumbrances whatsoever, and that it will - 3 - 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 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 Then personally appeared the above named ________________________________ (name of person(s)) and acknowledged the foregoing instrument to be his/her/their free act and deed. Before me. ________________________________ Notary Public/Justice of the Peace - 4 - Acknowledgment for Corporation State of __________________ ___________________ County Then personally appeared the above named __________________________ the ______________________ (title) of _________________________ , a ___________________________ c orporation, and acknowledged the foregoing instrument to be the free act and deed of the corporation. Before me. ___________________________________ Notary Public/Justice of the Peace Seller(s) Name and Address Purchaser(s) Name and Address _______________________________ ______________________________ _______________________________ ______________________________ _______________________________ ______________________________ _________________________ ______ ______________________________ - 5 - SCHEDULE 1 List of Items - 6 - SCHEDULE 2 Agreements Assigned or Transferred