Bill of Sale and Assignment. At the Closing, Seller and Purchaser shall each deliver to the other party hereto a duly executed counterpart to the Bill of Sale and Assignment, evidencing the sale and assignment to Purchaser of the Purchased Receivables.
Bill of Sale and Assignment. For good and valuable consideration, the rxxxxpt and adequacy of which is hereby acknowledged, Sobieski Bank, a federally chartered savings association ("Seller"), does hereby assign, grant, sell, transfer, and deliver to MFB Financial, a federally chartered savings association ("Buyer"), in accordance with that certain Purchase and Assumption Agreement dated April __, 2004, by and between Seller and Buyer (the "Agreement"), all right, title and interest in and to all Fixed Assets owned (not leased) by it, Prepaid Expenses, Cash on Hand, Liquid Assets, Records, Accounts Receivable, and Numbers, as such capitalized term is defined in the Agreement (collectively the "Transferred Assets"). Seller also hereby transfers to Buyer all of Seller's rights, to the extent assignable, to any manufacturers warranties relating to the Assets which are in effect on the Closing Date. Seller hereby represents and warrants to Buyer that Seller is the absolute owner of said Transferred Assets, that said Transferred Assets are free and clear of all liens, charges, encumbrances, options, agreements or restrictions of any kind and that Seller has full right, power and authority to sell said Transferred Assets and to make this bill of sale and assignment. Seller hereby covenants and agrees to xxecute and deliver to Buyer or its assigns such other and further agreements, assignments, documents or instruments of conveyance, assignment and transfer, and to do such other things and to take such actions, supplemental or confirmatory, as may reasonably be requested by Buyer or its assigns for the purpose of or in connection with (i) the transfer to Buyer of such good and marketable title to the assets transferred, assigned and conveyed hereunder, (ii) otherwise to evidence such transfer, assignment or conveyance to Buyer, or (iii) otherwise to fulfill and discharge Seller's obligations under the Agreement. Seller acknowledges that Buyer does not assume and shall have no liability for any debts, liabilities or obligations of Seller of any kind whatsoever except as specifically set forth in the Agreement or in any other writing executed by Buyer. This Bill of Sale has been duly executed by Seller on the ___________ dax xx ___________________, 2004. SOBIESKI BANK By: ----------------------------------- Name: --------------------------------- Title: --------------------------------
Bill of Sale and Assignment. This BILL OF SALE AND ASSIGNMENT dated May 05, 2005, from 62NDS SOLUTIONX XXD., a corporation organized under the laws of New Zealand having a principal address of 121 Great South Road, Manurewa, Auckland (the "Seller"), to TOUCHSTXXX XXXXXXXX XXXXXXXXXXX, x Xxxxxxxx xxxporation having a principal address of 1538 Turnpike Street, North Andover, Massachusetts (the "Buyer").
Bill of Sale and Assignment. [***] The Company agrees to furnish supplementally a copy of any omitted schedule to the Commission upon request.
Bill of Sale and Assignment. As of the Effective Date, Seller hereby sells, assigns, transfers and conveys to Purchaser, and Purchaser hereby purchases, acquires and accepts from Seller the Purchased Assets, free and clear of any and all claims, liens, pledges, options, liabilities, charges, security interests, mortgages, claims, encumbrances or rights of any third party of any nature whatsoever, including, without limitation:
a. The Equipment and Inventory of Seller;
b. All of Seller’s rights, title and interest in and to the Owned Intellectual Property;
c. All rights of the Seller under the Assumed Contracts;
d. all Permits which are held by Seller and required for the conduct of the Business as currently conducted or for the ownership and use of the Purchased Assets, to the extent transferable;
e. Seller’s customer, competitor and vendor data, customer lists, sales and marketing information, productivity, pricing, supplier data, vendor agreements, and associated files to the extent relating solely to the Business; 9752026.3 {00347281.DOCX / 2 }1 DocuSign Envelope ID: 56B8B24A-FE34-432F-8302-F6F2C68FBA19
f. The Prepaid Expenses;
g. To the extent transferable, all of Seller’s rights under warranties, indemnities and all similar rights against third parties to the extent related to any Purchased Assets;
h. the Business’ goodwill and all technology, and other intangible assets related solely to the Business; and
i. the books and records of Seller, or copies thereof in hard copy or in electronic form, to the extent related solely to the Business. Seller hereby transfers irrevocably its absolute right, title and interest in and to the Purchased Assets to the Purchaser.
Bill of Sale and Assignment. A Special Warranty Bill of Sale and Assignment in form reasonably acceptable to Buyer and Seller conveying the Tangible Property and Intangible Property, subject to the Permitted Exceptions. The form of this Agreement shall be agreed upon by Buyex xxx Seller during the Buyer's Examination Period; provided, however, that Buyer shall be obligated to assume therein all of Seller's obligations under all the Guaranties, Warranties and Service Agreements constituting part of the Intangible Property, but only to the extent same is delivered to Buyer as part of the Inspection Items.
Bill of Sale and Assignment. Assignor hereby sells, assigns, transfxxx, conveys, grants and delivers to the Assignee and its successors and assigns exclusively, forever, good and marketable title, to all of Assignor’s right, title, and interest in and to PVA Plus™, MaxiStat™, and MicroStat™ 510(k) Clearances issued by the FDA (510(k) clearance numbers K001678, K020033, and K032619, respectively; collectively, the “510(k) Clearances”), free and clear of all encumbrances, except for those permitted encumbrances listed on Schedule A, attached hereto.
Bill of Sale and Assignment. Eacx Xeller shall have executed and delivered to Buyer a Bill of Sale (each, a "BILL OF SALX") and an Assignment anx Xxsumption Agreement (each, an "ASSIGNMENT AND ASSUMPTION") respectively in the forms of Exhibits 8.8-1 and 8.8-2.
Bill of Sale and Assignment. A bill of sale and assignment for any personal property, wixxxxt representation or warranty and in form and substance reasonably satisfactory to Buyer conveying to Buyer the personal property comprising a portion of the Subject Property.
Bill of Sale and Assignment. Two (2) duly executed counterparts of a Bill of Sale and Assignment (the "Assignment") in thx xxrm of Exhibit F, attached hereto, transferring to Buyer all of Seller's interest in the Personal Property and Intangible Property;
