Common use of BILL OF SALE Clause in Contracts

BILL OF SALE. This Bill of Sale is made effective as of the [ ] day of [ ], 2015, from SNTech, Inc., a Delaware corporation (“Seller”), to Verde Smart Motors, Inc., a Delaware corporation (“Purchaser”). By this Bill of Sale, Seller, in accordance with the terms and conditions of that certain Asset Purchase Agreement, dated March 4, 2015, by and among Seller and Purchaser (as such agreement may be amended, the “Purchase Agreement”), for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, does hereby irrevocably sell, transfer, convey, assign, grant and deliver unto Purchaser, its successors and assigns, all of Seller’s legal and beneficial right, title and interest of any kind or character, whether or not such rights are now existing or come into existence hereafter, and whether or not such rights are now known, recognized or contemplated, in and to all of the Purchased Assets, and any and all goodwill associated with the foregoing, TO HAVE AND TO HOLD, unto Purchaser, its successors and assigns forever. Except as specifically set forth in the Purchase Agreement, no right, title or interest in the Purchased Assets are reserved to, or retained by, Seller. EXCEPT TO THE EXTENT OTHERWISE SPECIFICALLY PROVIDED HEREIN OR IN THE PURCHASE AGREEMENT, THE PURCHASED ASSETS ARE IS BEING SOLD “AS IS” AND “WHERE IS” AND ALL OTHER WARRANTIES, WRITTEN OR ORAL, STATUTORY, EXPRESS OR IMPLIED AND INCLUDING, WITHOUT LIMITATION, ANY WARRANTY FOR MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, ARE HEREBY EXCLUDED. This instrument is given pursuant to the Purchase Agreement. Nothing contained in this Bill of Sale shall be deemed to supersede, expand, diminish, or in any other way affect any of the obligations, agreements, covenants, representations or warranties of Seller contained in the Purchase Agreement. Capitalized terms not otherwise defined in this Bill of Sale have the meanings assigned to such terms in the Purchase Agreement. This Bill of Sale shall be governed in all respects by the laws of the State of Arizona.

BILL OF SALE. This Bill of Sale is made effective as of For valuable consideration, Party A (the [ ] day of [ ], 2015, from SNTech, Inc., a Delaware corporation (“Seller”)) hereby sells, conveys, assigns, sets-over, transfers and delivers to Verde Smart Motors, Inc., a Delaware corporation Party B (the “Purchaser”). By this Bill , free and clear of Saleall Liens, Seller, in accordance with the terms and conditions of that certain Asset Purchase Agreement, dated March 4, 2015, by and among Seller and Purchaser (as such agreement may be amended, the “Purchase Agreement”), for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, does hereby irrevocably sell, transfer, convey, assign, grant and deliver unto Purchaser, its successors and assignsother than any Permitted Encumbrances, all of Seller’s legal rights, titles and beneficial rightinterests in, title to and interest under the life insurance policies on Schedule 1 to this Bill of any kind or characterSale and the other rights, whether or not documents and agreements relating to such rights are now existing or come into existence hereafterlife insurance policies, and whether or not such rights are now known, recognized or contemplated, in to have and to all hold the same for the use and enjoyment of the Purchased Assets, Purchaser and any and all goodwill associated with the foregoing, TO HAVE AND TO HOLD, unto Purchaser, its successors and assigns forever. Except This bill of sale is being delivered under the Master Agreement dated [ ], 202_, as specifically set forth it may be amended, and supplemented from time to time in accordance with its terms (the “Purchase Agreement”) between Seller and Purchaser. All capitalized terms used, no rightbut not defined, title or interest in the Purchased Assets are reserved to, or retained by, Seller. EXCEPT TO THE EXTENT OTHERWISE SPECIFICALLY PROVIDED HEREIN OR IN THE PURCHASE AGREEMENT, THE PURCHASED ASSETS ARE IS BEING SOLD “AS IS” AND “WHERE IS” AND ALL OTHER WARRANTIES, WRITTEN OR ORAL, STATUTORY, EXPRESS OR IMPLIED AND INCLUDING, WITHOUT LIMITATION, ANY WARRANTY FOR MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, ARE HEREBY EXCLUDED. This instrument is given pursuant to the Purchase Agreement. Nothing contained in this Bill bill of Sale sale shall be deemed have their respective meanings given to supersede, expand, diminish, or in any other way affect any of the obligations, agreements, covenants, representations or warranties of Seller contained them in the Purchase Agreement. Capitalized terms The execution and delivery of this bill of sale by Seller shall not otherwise defined in this Bill be (or be deemed to be) a waiver or discharge of Sale have the meanings assigned to such terms in any representation, warranty, covenant, or agreement of Seller under the Purchase AgreementAgreement (other than a discharge of the obligation of Seller under the Purchase Agreement to execute and deliver this bill of sale), and such execution and delivery shall not be (or be deemed to be) a modification or amendment of any provision of the Purchase Agreement in any respect. This Bill bill of Sale sale, and any claim or cause of action arising out of relating to this bill of sale, shall be solely governed in all respects by and construed under the laws Laws of the State of Arizona.[New York] (without regard to any conflict of law rule that might apply any Law of any other jurisdiction). This bill of sale shall inure to the benefit of Purchaser and its successors and assigns and shall be binding upon Seller and its successors and assigns. This bill of sale may be amended, modified, supplemented, or restated, and the terms of this bill of sale may be waived, in each case only by a written instrument executed by Seller and Purchaser. [Signature on following pages]

BILL OF SALE. This Bill For the consideration set forth in Section 4 below, the receipt of Sale which is made effective as of the [ ] day of [ ]hereby acknowledged, 2015, from SNTechAgile Therapeutics, Inc., a Delaware corporation (“Seller”), hereby GRANTS, BARGAINS, SELLS, TRANSFERS, ASSIGNS, CONVEYS AND DELIVERS to Verde Smart MotorsCorium, Inc., Inc. a Delaware corporation corporation, its successors and assigns (“PurchaserBuyer”) (together with the Seller, the “Parties”), effective as of July 25, 2022 (the “Effective Date”), all of Seller’s right, title, and interest in and to the Assets (as defined in Section 1 below). By this Bill of Sale, Seller, in accordance with the terms and conditions of Reference is made herein to that certain Asset Purchase AgreementManufacturing and Commercialization Agreement (the “MCA”) entered into as of April 30, dated March 4, 20152020, by and among between the Parties. THE ASSETS TRANSFERRED BY SELLER TO BUYER Seller hereby transfers to Buyer that certain equipment specified in Exhibit A attached hereto, including rights to the warranties received from the manufacturer of such items and Purchaser to any related claims, credits, and rights of recovery with respect to such items (as such agreement may be amendedcollectively, “the “Purchase AgreementAssets”), for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, does hereby irrevocably sell, transfer, convey, assign, grant and deliver unto Purchaser; TO HAVE AND TO HOLD by Buyer, its successors and assigns, to and for its or their use forever. REPRESENTATIONS OF SELLER Seller has good and marketable title to the Assets hereby granted, bargained, sold, transferred, assigned, conveyed, and delivered, and owns such Assets free and clear of any and all of Seller’s legal and beneficial rightliens, title and interest mortgages, licenses, leases, encumbrances, claims, charges, security interests, pledges, covenants, debts, liabilities, or other restrictions of any kind or characterwhatsoever. The execution, whether or not such rights are now existing or come into existence hereafterdelivery, and whether performance of this Bill of Sale (the “Bill of Sale”) by Seller will not (i) violate any order, judgment, decree, rule or not such rights are now knownregulation applicable to Seller or the Assets or (ii) require of Seller any consent, recognized approval order or contemplatedauthorization of, or notice to, any person or entity. Except as otherwise provided in and this Bill of Sale, each material, tangible Asset is being transferred on a “where is” and, as to all of the Purchased Assetscondition, and any and all goodwill associated with the foregoing“as is” basis. COVENANTS OF SELLER Seller, TO HAVE AND TO HOLD, unto Purchaserfor itself, its successors and assigns forever. Except assigns, hereby covenants and agrees that, at any time and from time to time forthwith upon the written request of Xxxxx, Seller will do, execute, acknowledge and deliver or cause to be done, executed, acknowledged and delivered, each and all of such further acts, deeds, assignments, transfers, conveyances, powers of attorney and assurances as specifically may reasonably be required by Xxxxx in order to assign, transfer, set forth over, convey, assure and confirm unto and vest in the Purchase AgreementBuyer, no rightits successors and assigns, title or interest in to the Purchased Assets are reserved togranted, or retained bybargained, Seller. EXCEPT TO THE EXTENT OTHERWISE SPECIFICALLY PROVIDED HEREIN OR IN THE PURCHASE AGREEMENTsold, THE PURCHASED ASSETS ARE IS BEING SOLD “AS IS” AND “WHERE IS” AND ALL OTHER WARRANTIEStransferred assigned, WRITTEN OR ORAL, STATUTORY, EXPRESS OR IMPLIED AND INCLUDING, WITHOUT LIMITATION, ANY WARRANTY FOR MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, ARE HEREBY EXCLUDED. This instrument is given conveyed and delivered pursuant to the Purchase Agreement. Nothing contained in this Bill of Sale shall be deemed to supersede, expand, diminish, or in any other way affect any of the obligations, agreements, covenants, representations or warranties of Seller contained in the Purchase AgreementSale. Capitalized terms not otherwise defined in this Bill of Sale have the meanings assigned to such terms in the Purchase Agreement. This Bill of Sale shall be governed in all respects by the laws of the State of Arizona.​

BILL OF SALE. This Lessee, in consideration of the Lessor's payment of the amount set forth in B 2. above, which includes any applicable sales taxes (which payment Lessee acknowledges), hereby grants, sells, assigns, transfers and delivers to Lessor the Equipment along with whatever claims and rights Lessee may have against the manufacturer and/or Supplier of the Equipment, including but not limited to all warranties and representations. At Lessors request Lessee will cause Supplier to deliver to Lessor a written statement wherein the Supplier (i) agrees not to retain any security interest, lien or other encumbrance in or upon the Equipment at any time, and to execute such documents as Lessor may request to evidence the release of any such encumbrance, and (ii) represents and warrants to Lessor (x) that Supplier has previously conveyed full title to the Equipment to Lessee, (y) that the Equipment was delivered to Lessee and installation completed, and (z) that the final purchase price of the Equipment (or a specified portion of such purchase price) has been paid by Lessee. Lessor is purchasing the Equipment for leasing back to Lessee pursuant to the Lease. Lessee represents and warrants to Lessor that (i) Lessor will acquire by the terms of this Bill of Sale is made effective as of good title to the [ ] day of [ ]Equipment free from all liens and encumbrances whatsoever; (ii) Lessee has the right to sell the Equipment; and (iii) the Equipment has been delivered to Lessee in good order and condition, 2015and conforms to the specifications, from SNTechrequirements and standards applicable thereto; and (iv) the equipment has been accurately labeled, Inc., a Delaware corporation (“Seller”), to Verde Smart Motors, Inc., a Delaware corporation (“Purchaser”). By this Bill of Sale, Seller, in accordance consistent with the terms requirements of 40 CFR part 82 Subpart E, with respect to products manufactured with a controlled (ozone-depleting) substance. Lessee agrees to save and conditions of that certain Asset Purchase Agreementhold harmless Lessor from and against any and all federal, dated March 4state, 2015, by municipal and among Seller local license fees and Purchaser (as such agreement may be amended, the “Purchase Agreement”), for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, does hereby irrevocably sell, transfer, convey, assign, grant and deliver unto Purchaser, its successors and assigns, all of Seller’s legal and beneficial right, title and interest taxes of any kind or characternature, whether or not such rights are now existing or come into existence hereafterincluding, and whether or not such rights are now known, recognized or contemplated, in and to all without limiting the generality of the Purchased Assetsforegoing, and any and all goodwill associated with the foregoingexcise, TO HAVE AND TO HOLDpersonal property, unto Purchaseruse and sales taxes, its successors and assigns forever. Except from and against any and all liabilities, obligations, losses, damages, penalties, claims, actions and suits resulting therefrom and imposed upon, incurred by or asserted against Lessor as specifically set forth in the Purchase Agreement, no right, title or interest in the Purchased Assets are reserved to, or retained by, Seller. EXCEPT TO THE EXTENT OTHERWISE SPECIFICALLY PROVIDED HEREIN OR IN THE PURCHASE AGREEMENT, THE PURCHASED ASSETS ARE IS BEING SOLD “AS IS” AND “WHERE IS” AND ALL OTHER WARRANTIES, WRITTEN OR ORAL, STATUTORY, EXPRESS OR IMPLIED AND INCLUDING, WITHOUT LIMITATION, ANY WARRANTY FOR MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, ARE HEREBY EXCLUDED. This instrument is given pursuant to the Purchase Agreement. Nothing contained in this Bill of Sale shall be deemed to supersede, expand, diminish, or in any other way affect any a consequence of the obligations, agreements, covenants, representations or warranties of Seller contained in the Purchase Agreement. Capitalized terms not otherwise defined in this Bill of Sale have the meanings assigned to such terms in the Purchase Agreement. This Bill of Sale shall be governed in all respects by the laws sale of the State of ArizonaEquipment to Lessor.

BILL OF SALE. This Lessee, in consideration of the Lessor's payment of the amount set forth in B 2. above, which includes any applicable sales taxes (which payment Lessee acknowledges), hereby grants, sells, assigns, transfers and delivers to Lessor the Equipment along with whatever claims and rights Seller may have against the manufacturer and/or Supplier of the Equipment, including but not limited to all warranties and representations. At Lessors request Lessee will cause Supplier to deliver to Lessor a written statement wherein the Supplier (i) consents to the assignment to Lessor of whatever claims and rights Lessee may have against the Supplier, (ii) agrees not to retain any security interest, lien or other encumbrance in or upon the Equipment at any time, and to execute such documents as Lessor may request to evidence the release of any such encumbrance, and (iii) represents and warrants to Lessor (x) that Supplier has previously conveyed full title to the Equipment to Lessee, (y) that the Equipment was delivered to Lessee and installation completed, and (z) that the final purchase price of the Equipment (or a specified portion of such purchase price) has been paid by Lessee. Lessor is purchasing the Equipment for leasing back to Lessee pursuant to the Lease. Lessee represents and warrants to Lessor that (i) Lessor will acquire by the terms of this Bill of Sale is made effective as of good title to the [ ] day of [ ]Equipment free from all liens and encumbrances whatsoever; (ii) Lessee has the right to sell the Equipment; and (iii) the Equipment has been delivered to Lessee in good order and condition, 2015and conforms to the specifications, from SNTechrequirements and standards applicable thereto; and (iv) the equipment has been accurately labeled, Inc., a Delaware corporation (“Seller”), to Verde Smart Motors, Inc., a Delaware corporation (“Purchaser”). By this Bill of Sale, Seller, in accordance consistent with the terms requirements of 40 CFR part 82 Subpart E, with respect to products manufactured with a controlled (ozone-depleting) substance. Lessee agrees to save and conditions of that certain Asset Purchase Agreementhold harmless Lessor from and against any and all federal, dated March 4state, 2015, by municipal and among Seller local license fees and Purchaser (as such agreement may be amended, the “Purchase Agreement”), for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, does hereby irrevocably sell, transfer, convey, assign, grant and deliver unto Purchaser, its successors and assigns, all of Seller’s legal and beneficial right, title and interest taxes of any kind or characternature, whether or not such rights are now existing or come into existence hereafterincluding, and whether or not such rights are now known, recognized or contemplated, in and to all without limiting the generality of the Purchased Assetsforegoing, and any and all goodwill associated with the foregoingexcise, TO HAVE AND TO HOLDpersonal property, unto Purchaseruse and sales taxes, its successors and assigns forever. Except from and against any and all liabilities, obligations, losses, damages, penalties, claims, actions and suits resulting therefrom and imposed upon, incurred by or asserted against Lessor as specifically set forth in the Purchase Agreement, no right, title or interest in the Purchased Assets are reserved to, or retained by, Seller. EXCEPT TO THE EXTENT OTHERWISE SPECIFICALLY PROVIDED HEREIN OR IN THE PURCHASE AGREEMENT, THE PURCHASED ASSETS ARE IS BEING SOLD “AS IS” AND “WHERE IS” AND ALL OTHER WARRANTIES, WRITTEN OR ORAL, STATUTORY, EXPRESS OR IMPLIED AND INCLUDING, WITHOUT LIMITATION, ANY WARRANTY FOR MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, ARE HEREBY EXCLUDED. This instrument is given pursuant to the Purchase Agreement. Nothing contained in this Bill of Sale shall be deemed to supersede, expand, diminish, or in any other way affect any a consequence of the obligations, agreements, covenants, representations or warranties of Seller contained in the Purchase Agreement. Capitalized terms not otherwise defined in this Bill of Sale have the meanings assigned to such terms in the Purchase Agreement. This Bill of Sale shall be governed in all respects by the laws sale of the State of ArizonaEquipment to Lessor.

BILL OF SALE. This Bill of Sale (the “Bill of Sale”) is made effective as of the [ ] and entered into this ___ day of [ ]MONTHOFCLOSING, 20152004, from SNTech, Inc., a Delaware corporation by and between ________________________ (“SellerAssignor”), to Verde Smart Motorsand ASSIGNEENAME, Inc., a Delaware corporation ASSIGNEEENTITY (“PurchaserAssignee”). By this Bill In consideration of Sale, Seller, in accordance with the terms sum of Ten Dollars ($10) and conditions of that certain Asset Purchase Agreement, dated March 4, 2015, by and among Seller and Purchaser (as such agreement may be amended, the “Purchase Agreement”), for other good and valuable considerationconsideration paid by Assignee to Assignor, the receipt and sufficiency of which are hereby acknowledged, Assignor does hereby irrevocably sellassign, transfer, convey, assign, grant convey and deliver unto Purchaserto Assignee, its successors and assigns, all items of Seller’s legal Tangible Personal Property (as defined in the Agreement referred to below), if any, owned by Assignor and beneficial right, title situated upon and interest of any kind or character, whether or not such rights are now existing or come into existence hereafter, and whether or not such rights are now known, recognized or contemplated, used exclusively in and to all of the Purchased Assets, and any and all goodwill associated connection with the foregoing, TO HAVE AND TO HOLD, unto Purchaser, its successors and assigns forever. Except Real Property (as specifically set forth defined in the Purchase Agreement) and more particularly described on Exhibit A attached hereto and made a part hereof for all purposes, no rightincluding, title or interest without limitation, the Tangible Personal Property identified in Exhibit B, if any, attached hereto and made a part hereof for all purposes (the Purchased Assets are reserved to, or retained by, Seller. EXCEPT TO THE EXTENT OTHERWISE SPECIFICALLY PROVIDED HEREIN OR IN THE PURCHASE AGREEMENT, THE PURCHASED ASSETS ARE IS BEING SOLD “AS IS” AND “WHERE IS” AND ALL OTHER WARRANTIES, WRITTEN OR ORAL, STATUTORY, EXPRESS OR IMPLIED AND INCLUDING, WITHOUT LIMITATION, ANY WARRANTY FOR MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, ARE HEREBY EXCLUDED. This instrument is given pursuant to the Purchase Agreement. Nothing contained in this Bill of Sale shall be deemed to supersede, expand, diminish, or in any other way affect any of the obligations, agreements, covenants, representations or warranties of Seller contained in the Purchase Agreement. Capitalized terms not otherwise defined in this Bill of Sale have the meanings assigned to such terms in the Purchase AgreementPersonal Property”). This Bill of Sale shall is made subject, subordinate and inferior to the easements, covenants and other matters and exceptions set forth on Exhibit C, if any, attached hereto and made a part hereof for all purposes. Assignee acknowledges and agrees that, except as expressly provided in, and subject to the limitations contained in, that certain Agreement of Purchase and Sale dated CONTRACTDATE, by and between ___________________________ and _________________________ (as amended, the “Agreement”), Assignor has not made, does not make and specifically disclaims any representations, warranties, promises, covenants, agreements or guaranties of any kind or character whatsoever, whether express or implied, oral or written, past, present or future, of, as to, concerning or with respect to (a) the nature, quality or conditions of the Personal Property, (b) the income to be governed in derived from the Personal Property, (c) the suitability of the Personal Property for any and all respects activities and uses which Assignee may conduct thereon, (d) the compliance of or by the laws Personal Property or its operation with any laws, rules, ordinances or regulations of any applicable governmental authority or body, (e) the quality, habitability, merchantability or fitness for a particular purpose of any of the State Personal Property, or (f) any other matter with respect to the Personal Property. Assignee further acknowledges and agrees that, having been given the opportunity to inspect the Personal Property, Assignee is relying solely on its own investigation of Arizonathe Personal Property and not on any information provided or to be provided by Assignor, except as specifically provided in the Agreement. Assignee further acknowledges and agrees that any information provided or to be provided with respect to the Personal Property was obtained from a variety of sources and that Assignor has not made any independent investigation or verification of such information. Assignee further acknowledges and agrees that the sale of the Personal Property as provided for herein is made on an “as is, where is” condition and basis “with all faults,” except as specifically provided in, and subject to the limitations contained in, the Agreement. The obligations of Assignor are intended to be binding only on the property of Assignor and shall not be personally binding upon, nor shall any resort be had to, the private properties of any Seller Related Parties (as defined in the Agreement).

BILL OF SALE. This Bill of Sale is made effective as of Pursuant to the [ ] day of [ ], 2015, from SNTech, Inc., a Delaware corporation (“Seller”), to Verde Smart Motors, Inc., a Delaware corporation (“Purchaser”). By this Bill of Sale, Seller, in accordance with the terms Agreement and conditions of that certain Asset Purchase Agreement, dated March 4, 2015, by and among Seller and Purchaser (as such agreement may be amended, the “Purchase Agreement”), for good and valuable xxxuable consideration, the receipt and sufficiency of which are is hereby acknowledged, Seller hereby grants, sells, conveys, transfers, assigns and delivers to Buyer, free and clear of all liens and encumbrances, all of its right, title and interest in and to all of the assets set forth on the Acquired Assets Schedule attached hereto as Schedule A, to have and to hold the same unto Buyer and the heirs, successors and assigns of the Buyer forever. Notwithstanding the foregoing, Seller does not hereby irrevocably sell, transfer, convey, assign, grant transfer or deliver to Buyer any of Seller's right, title and deliver unto Purchaserinterest in and to any of the assets set forth on the Excluded Assets Schedule attached hereto as Schedule B. The representations and warranties of Seller and Parent contained in the Agreement are incorporated as part of this Bill of Sale, subject to all of the provisions of the Agreement, xxcluding, but not limited to, Section 5.6. Seller hereby constitutes and appoints Buyer, its successors and assigns, all as Seller's true and lawful attorney with full power of substitution in Seller’s legal 's name and beneficial rightstead, title on behalf of and interest for the benefit of any kind or character, whether or not such rights are now existing or come into existence hereafter, and whether or not such rights are now known, recognized or contemplated, in and to all of the Purchased Assets, and any and all goodwill associated with the foregoing, TO HAVE AND TO HOLD, unto PurchaserBuyer, its successors and assigns forever. Except as specifically set forth assigns, solely to demand and receive any and all of the Acquired Assets transferred hereunder and to give receipts and releases for and in respect of the Purchase Agreementsame, no rightand any part thereof, title or interest and from time to time to institute and prosecute in the Purchased Assets are reserved toSeller's name, or retained byotherwise, Sellerfor the benefit of Buyer, its successors and assigns, any and all proceedings at law, in equity or otherwise, which Buyer, its successors or assigns, may deem proper for the collection or reduction to possession of any of the Acquired Assets transferred hereunder or for the collection and enforcement of any claim or right of any kind hereby sold, conveyed, transferred, assigned or delivered, or intended so to be, and to do all other acts and things in relation to the Acquired Assets that Buyer, its successors or assigns, shall deem desirable. EXCEPT TO THE EXTENT OTHERWISE SPECIFICALLY PROVIDED HEREIN OR IN THE PURCHASE AGREEMENT, THE PURCHASED ASSETS ARE IS BEING SOLD “AS IS” AND “WHERE IS” AND ALL OTHER WARRANTIES, WRITTEN OR ORAL, STATUTORY, EXPRESS OR IMPLIED AND INCLUDING, WITHOUT LIMITATION, ANY WARRANTY FOR MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, ARE HEREBY EXCLUDEDSeller hereby declares that the foregoing powers are coupled with an interest and are and shall be irrevocable by Seller in any manner or for any reason whatsoever. This instrument is given pursuant to the Purchase Agreement. Nothing contained in this Bill of Sale shall be deemed to supersede, expand, diminish, or in any other way affect any of the obligations, agreements, covenants, representations or warranties of Seller contained in the Purchase Agreement. Capitalized terms not otherwise defined in this Bill of Sale have the meanings assigned to such terms in the Purchase Agreement. This Bill of Sale shall be governed by and construed in all respects by accordance with the laws of the State of ArizonaNew York without regard to its conflicts-of-laws principles.