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Common use of BILL OF SALE Clause in Contracts

BILL OF SALE. 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 good title to the 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, and conforms to the specifications, requirements and standards applicable thereto; and (iv) the equipment has been accurately labeled, consistent with the requirements of 40 CFR part 82 Subpart E, with respect to products manufactured with a controlled (ozone-depleting) substance. Lessee agrees to save and hold harmless Lessor from and against any and all federal, state, municipal and local license fees and taxes of any kind or nature, including, without limiting the generality of the foregoing, any and all excise, personal property, use and sales taxes, and 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 a consequence of the sale of the Equipment to Lessor.

Appears in 1 contract

Samples: Lease Agreement (Scios Inc)

BILL OF SALE. 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 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) 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 (iiiii) 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 good title to the 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, and conforms to the specifications, requirements and standards applicable thereto; and (iv) the equipment has been accurately labeled, consistent with the requirements of 40 CFR part 82 Subpart E, with respect to products manufactured with a controlled (ozone-depleting) substance. Lessee agrees to save and hold harmless Lessor from and against any and all federal, state, municipal and local license fees and taxes of any kind or nature, including, without limiting the generality of the foregoing, any and all excise, personal property, use and sales taxes, and 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 a consequence of the sale of the Equipment to Lessor.

Appears in 1 contract

Samples: Master Lease Agreement (Myriad Genetics Inc)

BILL OF SALE. LesseeThis Bill of Sale (the “Bill of Sale”) is made and entered into this ___ day of MONTHOFCLOSING, in 2004, by and between ________________________ (“Assignor”), and ASSIGNEENAME, ASSIGNEEENTITY (“Assignee”). In consideration of the Lessor's payment sum of Ten Dollars ($10) and other good and valuable consideration paid by Assignee to Assignor, the amount set forth receipt and sufficiency of which are hereby acknowledged, Assignor does hereby assign, transfer, convey and deliver to Assignee, its successors and assigns, all items of Tangible Personal Property (as defined in B 2. above, which includes any applicable sales taxes (which payment Lessee acknowledgesthe Agreement referred to below), hereby grantsif any, sellsowned by Assignor and situated upon and used exclusively in connection with the Real Property (as defined in the Agreement) and more particularly described on Exhibit A attached hereto and made a part hereof for all purposes, assignsincluding, transfers without limitation, the Tangible Personal Property identified in Exhibit B, if any, attached hereto and delivers to Lessor made a part hereof for all purposes (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“Personal Property”). 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 This Bill of Sale good title is made subject, subordinate and inferior to the Equipment free from easements, covenants and other matters and exceptions set forth on Exhibit C, if any, attached hereto and made a part hereof for all liens purposes. Assignee acknowledges 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 conditionagrees that, except as expressly provided in, and conforms subject to the specificationslimitations contained in, requirements that certain Agreement of Purchase and standards applicable thereto; Sale dated CONTRACTDATE, by and between ___________________________ and _________________________ (iv) as amended, the equipment “Agreement”), Assignor has been accurately labelednot made, consistent with the requirements of 40 CFR part 82 Subpart Edoes not make and specifically disclaims any representations, with respect to products manufactured with a controlled (ozone-depleting) substance. Lessee agrees to save and hold harmless Lessor from and against any and all federalwarranties, statepromises, municipal and local license fees and taxes 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, including, without limiting the generality quality or conditions of the foregoingPersonal Property, (b) the income to be derived from the Personal Property, (c) the suitability of the Personal Property for any and all exciseactivities and uses which Assignee may conduct thereon, personal property(d) the compliance of or by the Personal Property or its operation with any laws, use 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 Personal Property, or (f) any other matter with respect to the Personal Property. Assignee further acknowledges and sales taxesagrees that, having been given the opportunity to inspect the Personal Property, Assignee is relying solely on its own investigation of the 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 against that Assignor has not made any independent investigation or verification of such information. Assignee further acknowledges and all liabilities, obligations, losses, damages, penalties, claims, actions and suits resulting therefrom and imposed upon, incurred by or asserted against Lessor as a consequence of agrees that the sale of the Equipment 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 Lessorthe 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).

Appears in 1 contract

Samples: Purchase and Sale Agreement (Dividend Capital Trust Inc)

BILL OF SALE. Lessee, in For the consideration of the Lessor's payment of the amount set forth in B 2. aboveSection 4 below, the receipt of which includes any applicable sales taxes is hereby acknowledged, Agile Therapeutics, Inc., a Delaware corporation (which payment Lessee acknowledges“Seller”), hereby grantsGRANTS, sellsBARGAINS, SELLS, TRANSFERS, ASSIGNS, CONVEYS AND DELIVERS to Corium, Inc. a Delaware corporation, its successors and assigns (“Buyer”) (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). Reference is made herein to that certain Manufacturing and Commercialization Agreement (the “MCA”) entered into as of April 30, 2020, by and 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 to any related claims, credits, and rights of recovery with respect to such items (collectively, “the Assets”); TO HAVE AND TO HOLD by Buyer, its successors and assigns, transfers to and delivers to Lessor the Equipment along with whatever claims for its or their use forever. REPRESENTATIONS OF SELLER Seller has good 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 marketable title to the Equipment to LesseeAssets hereby granted, (y) that the Equipment was delivered to Lessee and installation completedbargained, sold, transferred, assigned, conveyed, and (z) that the final purchase price delivered, and owns such Assets free and clear of the Equipment (any and all liens, mortgages, licenses, leases, encumbrances, claims, charges, security interests, pledges, covenants, debts, liabilities, or a specified portion other restrictions of such purchase price) has been paid by Lesseeany kind whatsoever. Lessor is purchasing the Equipment for leasing back to Lessee pursuant to the Lease. Lessee represents The execution, delivery, and warrants to Lessor that (i) Lessor will acquire by the terms performance of this Bill of Sale good (the “Bill of Sale”) by Seller will not (i) violate any order, judgment, decree, rule or regulation applicable to Seller or the Assets or (ii) require of Seller any consent, approval order or authorization of, or notice to, any person or entity. Except as otherwise provided in this Bill of Sale, each material, tangible Asset is being transferred on a “where is” and, as to condition, “as is” basis. COVENANTS OF SELLER Seller, for itself, its successors and 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 may reasonably be required by Xxxxx in order to assign, transfer, set over, convey, assure and confirm unto and vest in Buyer, its successors and assigns, title to the Equipment free from all liens Assets granted, bargained, sold, transferred assigned, conveyed and encumbrances whatsoever; (ii) Lessee has the right delivered pursuant to sell the Equipment; and (iii) the Equipment has been delivered to Lessee in good order and condition, and conforms to the specifications, requirements and standards applicable thereto; and (iv) the equipment has been accurately labeled, consistent with the requirements this Bill of 40 CFR part 82 Subpart E, with respect to products manufactured with a controlled (ozone-depleting) substanceSale. Lessee agrees to save and hold harmless Lessor from and against any and all federal, state, municipal and local license fees and taxes of any kind or nature, including, without limiting the generality of the foregoing, any and all excise, personal property, use and sales taxes, and 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 a consequence of the sale of the Equipment to Lessor.

Appears in 1 contract

Samples: Manufacturing and Commercialization Agreement (Agile Therapeutics Inc)

BILL OF SALE. LesseeThis 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 consideration 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 Lessor's payment of Purchased Assets, and any and all goodwill associated with the amount foregoing, TO HAVE AND TO HOLD, unto Purchaser, its successors and assigns forever. Except as specifically set forth in B 2the Purchase Agreement, no right, title or interest in the Purchased Assets are reserved to, or retained by, Seller. aboveEXCEPT TO THE EXTENT OTHERWISE SPECIFICALLY PROVIDED HEREIN OR IN THE PURCHASE AGREEMENT, which includes any applicable sales taxes (which payment Lessee acknowledges)THE PURCHASED ASSETS ARE IS BEING SOLD “AS IS” AND “WHERE IS” AND ALL OTHER WARRANTIES, hereby grantsWRITTEN OR ORAL, sellsSTATUTORY, assignsEXPRESS OR IMPLIED AND INCLUDING, transfers and delivers to Lessor the Equipment along with whatever claims and rights Seller may have against the manufacturer and/or Supplier of the EquipmentWITHOUT LIMITATION, including but not limited to all warranties and representationsANY WARRANTY FOR MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, ARE HEREBY EXCLUDED. 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 This instrument is purchasing the Equipment for leasing back to Lessee given pursuant to the LeasePurchase Agreement. Lessee represents and warrants to Lessor that (i) Lessor will acquire by the terms of Nothing contained in this Bill of Sale good title shall be deemed to the 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 supersede, expand, diminish, or in good order and condition, and conforms to the specifications, requirements and standards applicable thereto; and (iv) the equipment has been accurately labeled, consistent with the requirements of 40 CFR part 82 Subpart E, with respect to products manufactured with a controlled (ozone-depleting) substance. Lessee agrees to save and hold harmless Lessor from and against any and all federal, state, municipal and local license fees and taxes of other way affect any kind or nature, including, without limiting the generality of the foregoing, any and all excise, personal property, use and sales taxes, and from and against any and all liabilities, obligations, lossesagreements, damagescovenants, penalties, claims, actions and suits resulting therefrom and imposed upon, incurred 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 or asserted against Lessor as a consequence the laws of the sale State of the Equipment to LessorArizona.

Appears in 1 contract

Samples: Asset Purchase Agreement

BILL OF SALE. LesseeFor valuable consideration, in consideration of Party A (the Lessor's payment of the amount set forth in B 2. above, which includes any applicable sales taxes (which payment Lessee acknowledges), “Seller”) hereby grants, sells, conveys, assigns, sets-over, transfers and delivers to Lessor Party B (the Equipment along “Purchaser”), free and clear of all Liens, other than any Permitted Encumbrances, all of Seller’s rights, titles and interests in, to and under the life insurance policies on Schedule 1 to this Bill of Sale and the other rights, documents and agreements relating to such life insurance policies, to have and to hold the same for the use and enjoyment of Purchaser and its successors and assigns forever. This bill of sale is being delivered under the Master Agreement dated [ ], 202_, as it may be amended, and supplemented from time to time in accordance with whatever claims its terms (the “Purchase Agreement”) between Seller and rights Purchaser. All capitalized terms used, but not defined, in this bill of sale shall have their respective meanings given to them in the Purchase Agreement. The execution and delivery of this bill of sale by Seller may have against shall not be (or be deemed to be) a waiver or discharge of any representation, warranty, covenant, or agreement of Seller under the manufacturer and/or Supplier Purchase Agreement (other than a discharge of the Equipmentobligation of Seller under the Purchase Agreement to execute and deliver this bill of sale), including but and such execution and delivery shall not limited be (or be deemed to all warranties be) a modification or amendment of any provision of the Purchase Agreement in any respect. This bill of sale, and representationsany claim or cause of action arising out of relating to this bill of sale, shall be solely governed by and construed under the Laws of the State of [New York] (without regard to any conflict of law rule that might apply any Law of any other jurisdiction). At Lessors request Lessee will cause Supplier to deliver to Lessor a written statement wherein the Supplier (i) consents This bill of sale shall inure to the assignment to Lessor benefit of whatever claims Purchaser and rights Lessee its successors and assigns and shall be binding upon Seller and its successors and assigns. This bill of sale may have against the Supplierbe amended, (ii) agrees not to retain any security interestmodified, lien supplemented, or other encumbrance in or upon the Equipment at any timerestated, 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 bill of Sale good title to the Equipment free from all liens sale may be waived, in each case only by a written instrument executed by Seller 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, and conforms to the specifications, requirements and standards applicable thereto; and (iv) the equipment has been accurately labeled, consistent with the requirements of 40 CFR part 82 Subpart E, with respect to products manufactured with a controlled (ozone-depleting) substance. Lessee agrees to save and hold harmless Lessor from and against any and all federal, state, municipal and local license fees and taxes of any kind or nature, including, without limiting the generality of the foregoing, any and all excise, personal property, use and sales taxes, and 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 a consequence of the sale of the Equipment to LessorPurchaser.

Appears in 1 contract

Samples: Master Agreement for Tertiary Transactions