Common use of Form of Bxxx of Sale Clause in Contracts

Form of Bxxx of Sale. For valuable consideration, the receipt and sufficiency of which is hereby acknowledged, IEA INCOME FUND X, L.P., a California limited partnership (“Seller”) does hereby sell, assign and transfer unto YORKCONT 1 LP, a British Virgin Islands limited partnership (“Buyer”), and its successors and assigns, all right, title and interest of Seller in and to the marine cargo containers and related equipment listed on Schedule 1 hereto (the “Equipment”) to have and to hold the same unto Buyer, its successors and assigns, forever. Seller hereby warrants that it has good and marketable title to the Equipment, and that Seller’s title thereto is free and clear of all liens, charges, security interests, or other encumbrances other than the use and possessory rights of third party lessees as contemplated under Seller’s lease or management agreements with Cronos Containers Limited, an English corporation. This Bxxx of Sale is being delivered in connection with the Container Purchase Agreement between Seller, Cronos Capital Corp., a California corporation, York GP, Ltd., a Cayman Islands exempted company and Buyer dated as of August 31, 2005 (the “Purchase Agreement”). EXCEPT FOR THE WARRANTY OF TITLE SET FORTH IN THIS BXXX OF SALE AND THE REPRESENTATIONS AND WARRANTIES OF TRANSFEROR SET FORTH IN THE PURCHASE AGREEMENT, THE EQUIPMENT IS BEING SOLD TO TRANSFEREE BY TRANSFEROR “AS-IS” “WHERE-IS”, WITHOUT ANY OTHER REPRESENTATIONS AND WARRANTIES, WHETHER WRITTEN, ORAL OR IMPLIED, AND TRANSFEROR SHALL NOT, BY VIRTUE OF HAVING SOLD THE EQUIPMENT HEREWITH, BE DEEMED TO HAVE MADE ANY REPRESENTATIONS OR WARRANTY, EXPRESS OR IMPLIED, NOW OR HEREAFTER, AS TO THE CONDITION, DESIGN, OPERATION, MAINTENANCE, VALUE, MARKETABILITY, MERCHANTABILITY, OR FITNESS FOR USE OR FOR A PARTICULAR PURPOSE OF ANY OF THE CONTAINERS OR AS TO THE QUALITY OF THE MATERIAL OR WORKMANSHIP OF ANY OF THE CONTAINERS AND ANY IMPLIED WARRANTY ARISING FROM COURSE OF PERFORMANCE, DEALING OR USAGE OR THE TRADE. [Signature page follows.]

Form of Bxxx of Sale. For valuable consideration, the receipt and sufficiency of which is hereby acknowledged, IEA INCOME FUND XIX, L.P., a California limited partnership (“Seller”) does hereby sell, assign and transfer unto YORKCONT 1 LP, a British Virgin Islands limited partnership (“Buyer”), and its successors and assigns, all right, title and interest of Seller in and to the marine cargo containers and related equipment listed on Schedule 1 hereto (the “Equipment”) to have and to hold the same unto Buyer, its successors and assigns, forever. Seller hereby warrants that it has good and marketable title to the Equipment, and that Seller’s title thereto is free and clear of all liens, charges, security interests, or other encumbrances other than the use and possessory rights of third party lessees as contemplated under Seller’s lease or management agreements with Cronos Containers Limited, an English corporation. This Bxxx of Sale is being delivered in connection with the Container Purchase Agreement between Seller, Cronos Capital Corp., a California corporation, York GP, Ltd., a Cayman Islands exempted company and Buyer dated as of August 31, 2005 (the “Purchase Agreement”). EXCEPT FOR THE WARRANTY OF TITLE SET FORTH IN THIS BXXX OF SALE AND THE REPRESENTATIONS AND WARRANTIES OF TRANSFEROR SET FORTH IN THE PURCHASE AGREEMENT, THE EQUIPMENT IS BEING SOLD TO TRANSFEREE BY TRANSFEROR “AS-—IS” “WHERE-—IS”, WITHOUT ANY OTHER REPRESENTATIONS AND WARRANTIES, WHETHER WRITTEN, ORAL OR IMPLIED, AND TRANSFEROR SHALL NOT, BY VIRTUE OF HAVING SOLD THE EQUIPMENT HEREWITH, BE DEEMED TO HAVE MADE ANY REPRESENTATIONS OR WARRANTY, EXPRESS OR IMPLIED, NOW OR HEREAFTER, AS TO THE CONDITION, DESIGN, OPERATION, MAINTENANCE, VALUE, MARKETABILITY, MERCHANTABILITY, OR FITNESS FOR USE OR FOR A PARTICULAR PURPOSE OF ANY OF THE CONTAINERS OR AS TO THE QUALITY OF THE MATERIAL OR WORKMANSHIP OF ANY OF THE CONTAINERS AND ANY IMPLIED WARRANTY ARISING FROM COURSE OF PERFORMANCE, DEALING OR USAGE OR THE TRADE. [Signature page follows.]

Form of Bxxx of Sale. For valuable consideration, the receipt and sufficiency of which is hereby acknowledged, IEA INCOME FUND XVIII, L.P., a A California limited partnership Limited Partnership (“Seller”) does hereby sell, assign and transfer unto YORKCONT 1 LPACCESS SHIPPING LIMITED PARTNERSHIP, a British Virgin Islands Connecticut limited partnership (“Buyer”), and its successors and assigns, all right, title and interest of Seller in and to the marine cargo containers and related equipment listed on Schedule 1 attached hereto (the “Equipment”) to have and to hold the same unto Buyer, its successors and assigns, forever. Seller hereby warrants that it has good and marketable title to the Equipment, and that Seller’s title thereto is free and clear of all liens, charges, security interests, or other encumbrances other than the use and possessory rights of third party lessees as contemplated under Seller’s lease or management agreements with Cronos Containers Limited, an English corporationcompany. This Bxxx of Sale is being delivered in connection with the Container Purchase Agreement between Seller, Cronos Capital Corp., a California corporation, York GP, Ltd.Access Shipping Corporation, a Cayman Islands exempted company California corporation, Access Shipping II Corporation, a California corporation and Buyer dated as of August 31, 2005 (the “Purchase Agreement”). EXCEPT FOR THE WARRANTY OF TITLE SET FORTH IN THIS BXXX OF SALE AND THE REPRESENTATIONS AND WARRANTIES OF TRANSFEROR SET FORTH IN THE PURCHASE AGREEMENT, THE EQUIPMENT IS BEING SOLD TO TRANSFEREE BY TRANSFEROR “AS-IS” “WHERE-IS”, WITHOUT ANY OTHER REPRESENTATIONS AND WARRANTIES, WHETHER WRITTEN, ORAL OR IMPLIED, AND TRANSFEROR SHALL NOT, BY VIRTUE OF HAVING SOLD THE EQUIPMENT HEREWITH, BE DEEMED TO HAVE MADE ANY REPRESENTATIONS OR WARRANTY, EXPRESS OR IMPLIED, NOW OR HEREAFTER, AS TO THE CONDITION, DESIGN, OPERATION, MAINTENANCE, VALUE, MARKETABILITY, MERCHANTABILITY, OR FITNESS FOR USE OR FOR A PARTICULAR PURPOSE OF ANY OF THE CONTAINERS OR AS TO THE QUALITY OF THE MATERIAL OR WORKMANSHIP OF ANY OF THE CONTAINERS AND ANY IMPLIED WARRANTY ARISING FROM COURSE OF PERFORMANCE, DEALING OR USAGE OR THE TRADE. [Signature page follows.]

Form of Bxxx of Sale. For valuable consideration, the receipt and sufficiency of which is hereby acknowledged, IEA INCOME FUND X, L.P., a California limited partnership (“Seller”) does hereby sell, assign and transfer unto YORKCONT 1 LPACCESS SHIPPING LIMITED PARTNERSHIP, a British Virgin Islands Connecticut limited partnership (“Buyer”), and its successors and assigns, all right, title and interest of Seller in and to the marine cargo containers and related equipment listed on Schedule 1 attached hereto (the “Equipment”) to have and to hold the same unto Buyer, its successors and assigns, forever. Seller hereby warrants that it has good and marketable title to the Equipment, and that Seller’s title thereto is free and clear of all liens, charges, security interests, or other encumbrances other than the use and possessory rights of third party lessees as contemplated under Seller’s lease or management agreements with Cronos Containers Limited, an English corporationcompany. This Bxxx of Sale is being delivered in connection with the Container Purchase Agreement between Seller, Cronos Capital Corp., a California corporation, York GP, Ltd.Access Shipping Corporation, a Cayman Islands exempted company California corporation, Access Shipping II Corporation, a California corporation and Buyer dated as of August 31, 2005 (the “Purchase Agreement”). EXCEPT FOR THE WARRANTY OF TITLE SET FORTH IN THIS BXXX OF SALE AND THE REPRESENTATIONS AND WARRANTIES OF TRANSFEROR SET FORTH IN THE PURCHASE AGREEMENT, THE EQUIPMENT IS BEING SOLD TO TRANSFEREE BY TRANSFEROR “AS-IS” “WHERE-IS”, WITHOUT ANY OTHER REPRESENTATIONS AND WARRANTIES, WHETHER WRITTEN, ORAL OR IMPLIED, AND TRANSFEROR SHALL NOT, BY VIRTUE OF HAVING SOLD THE EQUIPMENT HEREWITH, BE DEEMED TO HAVE MADE ANY REPRESENTATIONS OR WARRANTY, EXPRESS OR IMPLIED, NOW OR HEREAFTER, AS TO THE CONDITION, DESIGN, OPERATION, MAINTENANCE, VALUE, MARKETABILITY, MERCHANTABILITY, OR FITNESS FOR USE OR FOR A PARTICULAR PURPOSE OF ANY OF THE CONTAINERS OR AS TO THE QUALITY OF THE MATERIAL OR WORKMANSHIP OF ANY OF THE CONTAINERS AND ANY IMPLIED WARRANTY ARISING FROM COURSE OF PERFORMANCE, DEALING OR USAGE OR THE TRADE. [Signature page follows.]

Form of Bxxx of Sale. For valuable consideration, the receipt and sufficiency of which is hereby acknowledged, IEA INCOME FUND XXI, L.P., a California limited partnership (“Seller”) does hereby sell, assign and transfer unto YORKCONT 1 LPACCESS SHIPPING LIMITED PARTNERSHIP, a British Virgin Islands Connecticut limited partnership (“Buyer”), and its successors and assigns, all right, title and interest of Seller in and to the marine cargo containers and related equipment listed on Schedule 1 attached hereto (the “Equipment”) to have and to hold the same unto Buyer, its successors and assigns, forever. Seller hereby warrants that it has good and marketable title to the Equipment, and that Seller’s title thereto is free and clear of all liens, charges, security interests, or other encumbrances other than the use and possessory rights of third party lessees as contemplated under Seller’s lease or management agreements with Cronos Containers Limited, an English corporationcompany. This Bxxx of Sale is being delivered in connection with the Container Purchase Agreement between Seller, Cronos Capital Corp., a California corporation, York GP, Ltd.Access Shipping Corporation, a Cayman Islands exempted company California corporation, Access Shipping II Corporation, a California corporation and Buyer dated as of August 31January 19, 2005 2006 (the “Purchase Agreement”). EXCEPT FOR THE WARRANTY OF TITLE SET FORTH IN THIS BXXX OF SALE AND THE REPRESENTATIONS AND WARRANTIES OF TRANSFEROR SELLER SET FORTH IN THE PURCHASE AGREEMENT, THE EQUIPMENT IS BEING SOLD TO TRANSFEREE BUYER BY TRANSFEROR SELLER “AS-IS” “WHERE-IS”, WITHOUT ANY OTHER REPRESENTATIONS AND WARRANTIES, WHETHER WRITTEN, ORAL OR IMPLIED, AND TRANSFEROR SELLER SHALL NOT, BY VIRTUE OF HAVING SOLD THE EQUIPMENT HEREWITH, BE DEEMED TO HAVE MADE ANY REPRESENTATIONS OR WARRANTY, EXPRESS OR IMPLIED, NOW OR HEREAFTER, AS TO THE CONDITION, DESIGN, OPERATION, MAINTENANCE, VALUE, MARKETABILITY, MERCHANTABILITY, OR FITNESS FOR USE OR FOR A PARTICULAR PURPOSE OF ANY OF THE CONTAINERS OR AS TO THE QUALITY OF THE MATERIAL OR WORKMANSHIP OF ANY OF THE CONTAINERS AND ANY IMPLIED WARRANTY ARISING FROM COURSE OF PERFORMANCE, DEALING OR USAGE OR THE TRADE. [Signature page follows.]

Form of Bxxx of Sale. For valuable consideration, the receipt and sufficiency of which is hereby acknowledged, IEA INCOME FUND XIX, L.P., a California limited partnership (“Seller”) does hereby sell, assign and transfer unto YORKCONT 1 LPACCESS SHIPPING LIMITED PARTNERSHIP, a British Virgin Islands Connecticut limited partnership (“Buyer”), and its successors and assigns, all right, title and interest of Seller in and to the marine cargo containers and related equipment listed on Schedule 1 attached hereto (the “Equipment”) to have and to hold the same unto Buyer, its successors and assigns, forever. Seller hereby warrants that it has good and marketable title to the Equipment, and that Seller’s title thereto is free and clear of all liens, charges, security interests, or other encumbrances other than the use and possessory rights of third party lessees as contemplated under Seller’s lease or management agreements with Cronos Containers Limited, an English corporationcompany. This Bxxx of Sale is being delivered in connection with the Container Purchase Agreement between Seller, Cronos Capital Corp., a California corporation, York GP, Ltd.Access Shipping Corporation, a Cayman Islands exempted company California corporation, Access Shipping II Corporation, a California corporation and Buyer dated as of August 31, 2005 (the “Purchase Agreement”). EXCEPT FOR THE WARRANTY OF TITLE SET FORTH IN THIS BXXX OF SALE AND THE REPRESENTATIONS AND WARRANTIES OF TRANSFEROR SET FORTH IN THE PURCHASE AGREEMENT, THE EQUIPMENT IS BEING SOLD TO TRANSFEREE BY TRANSFEROR “AS-IS” “WHERE-IS”, WITHOUT ANY OTHER REPRESENTATIONS AND WARRANTIES, WHETHER WRITTEN, ORAL OR IMPLIED, AND TRANSFEROR SHALL NOT, BY VIRTUE OF HAVING SOLD THE EQUIPMENT HEREWITH, BE DEEMED TO HAVE MADE ANY REPRESENTATIONS OR WARRANTY, EXPRESS OR IMPLIED, NOW OR HEREAFTER, AS TO THE CONDITION, DESIGN, OPERATION, MAINTENANCE, VALUE, MARKETABILITY, MERCHANTABILITY, OR FITNESS FOR USE OR FOR A PARTICULAR PURPOSE OF ANY OF THE CONTAINERS OR AS TO THE QUALITY OF THE MATERIAL OR WORKMANSHIP OF ANY OF THE CONTAINERS AND ANY IMPLIED WARRANTY ARISING FROM COURSE OF PERFORMANCE, DEALING OR USAGE OR THE TRADE. [Signature page follows.]

Form of Bxxx of Sale. For valuable consideration, the receipt and sufficiency of which is hereby acknowledged, IEA INCOME FUND XVIII, L.P., a A California limited partnership Limited Partnership (“Seller”) does hereby sell, assign and transfer unto YORKCONT 1 LP, a British Virgin Islands limited partnership (“Buyer”), and its successors and assigns, all right, title and interest of Seller in and to the marine cargo containers and related equipment listed on Schedule 1 hereto (the “Equipment”) to have and to hold the same unto Buyer, its successors and assigns, forever. Seller hereby warrants that it has good and marketable title to the Equipment, and that Seller’s title thereto is free and clear of all liens, charges, security interests, or other encumbrances other than the use and possessory rights of third party lessees as contemplated under Seller’s lease or management agreements with Cronos Containers Limited, an English corporation. This Bxxx of Sale is being delivered in connection with the Container Purchase Agreement between Seller, Cronos Capital Corp., a California corporation, York GP, Ltd., a Cayman Islands exempted company and Buyer dated as of August 31, 2005 (the “Purchase Agreement”). EXCEPT FOR THE WARRANTY OF TITLE SET FORTH IN THIS BXXX OF SALE AND THE REPRESENTATIONS AND WARRANTIES OF TRANSFEROR SET FORTH IN THE PURCHASE AGREEMENT, THE EQUIPMENT IS BEING SOLD TO TRANSFEREE BY TRANSFEROR “AS-IS” “WHERE-IS”, WITHOUT ANY OTHER REPRESENTATIONS AND WARRANTIES, WHETHER WRITTEN, ORAL OR IMPLIED, AND TRANSFEROR SHALL NOT, BY VIRTUE OF HAVING SOLD THE EQUIPMENT HEREWITH, BE DEEMED TO HAVE MADE ANY REPRESENTATIONS OR WARRANTY, EXPRESS OR IMPLIED, NOW OR HEREAFTER, AS TO THE CONDITION, DESIGN, OPERATION, MAINTENANCE, VALUE, MARKETABILITY, MERCHANTABILITY, OR FITNESS FOR USE OR FOR A PARTICULAR PURPOSE OF ANY OF THE CONTAINERS OR AS TO THE QUALITY OF THE MATERIAL OR WORKMANSHIP OF ANY OF THE CONTAINERS AND ANY IMPLIED WARRANTY ARISING FROM COURSE OF PERFORMANCE, DEALING OR USAGE OR THE TRADE. [Signature page follows.]

Form of Bxxx of Sale. For good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, IEA INCOME FUND X, L.P.NORTONLIFELOCK INC., a California limited partnership Delaware corporation (“Seller”) ), does hereby sell, assign transfer, and transfer unto YORKCONT 1 LPconvey to __________________________, a British Virgin Islands limited partnership _____________ _________ (“Buyer”), without recourse or warranty, any and its successors all Personal Property (as defined in the Purchase Agreement (as hereinafter defined)). Seller has executed this Bxxx of Sale and assignsBARGAINED, all rightSOLD, title TRANSFERRED, CONVEYED and interest ASSIGNED the Personal Property and Buyer has accepted this Bxxx of Seller in Sale and to purchased the marine cargo containers and related equipment listed on Schedule 1 hereto Personal Property AS IS AND WHEREVER LOCATED, WITH ALL FAULTS AND WITHOUT ANY REPRESENTATIONS OR WARRANTIES OF WHATSOEVER NATURE, EXPRESS, IMPLIED, OR STATUTORY, EXCEPT AS EXPRESSLY SET FORTH IN THE AGREEMENT OF SALE AND PURCHASE AND JOINT ESCROW INSTRUCTIONS BETWEEN SELLER AND BUYER, DATED AS OF JUNE 4, 2021 (the “EquipmentPURCHASE AGREEMENT”) to have and to hold the same unto BuyerAND THE WARRANTIES SET FORTH HEREIN, its successors and assignsIT BEING THE INTENTION OF SELLER AND BUYER TO EXPRESSLY NEGATE AND EXCLUDE ALL WARRANTIES WHATSOEVER, forever. Seller hereby warrants that it has good and marketable title to the EquipmentINCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR ANY PARTICULAR PURPOSE, and that Seller’s title thereto is free and clear of all liensANY IMPLIED OR EXPRESS WARRANTY OF CONFORMITY TO MODELS OR SAMPLES OF MATERIALS, chargesANY RIGHTS OF BUYER UNDER APPROPRIATE STATUTES TO CLAIM DIMINUTION OF CONSIDERATION, security interestsANY CLAIM BY BUYER FOR DAMAGES BECAUSE OF DEFECTS, or other encumbrances other than the use and possessory rights of third party lessees as contemplated under Seller’s lease or management agreements with Cronos Containers LimitedWHETHER KNOWN OR UNKNOWN WITH RESPECT TO THE PERSONAL PROPERTY, an English corporationWARRANTIES CREATED BY AFFIRMATION OF FACT OR PROMISE AND ANY OTHER WARRANTIES CONTAINED IN OR CREATED BY THE UNIFORM COMMERCIAL CODE AS NOW OR HEREAFTER IN EFFECT IN THE STATE IN WHICH THE PERSONAL PROPERTY IS LOCATED, OR CONTAINED IN OR CREATED BY ANY OTHER LAW. This Bxxx of Sale may be executed in two or more fully or partially executed counterparts, each of which will be deemed an original binding the signer thereof against the other signing parties, but all counterparts together will constitute one and the same instrument. The parties hereto consent and agree that this Bxxx of Sale may be signed and/or transmitted by electronic mail of a .PDF document or using electronic signature technology (e.g., via DocuSign or similar electronic signature technology), and that such signed electronic record shall be valid and effective to bind the party so singing as a paper copy bearing such party’s hand-written signature. The parties further consent and agree that (a) to the extent a party signs this Bxxx of Sale using such electronic signature technology, by clicking “Sign” is being delivered in connection with signing this Bxxx of Sale electronically, and (b) the Container Purchase Agreement between Sellerelectronic signatures appearing on this Bxxx of Sale, Cronos Capital Corp.shall be treated, for purposes of validity, enforceability and admissibility, the same as hand-written signatures. Dated this _______ day of ____________________, 2021. SELLER: NORTONLIFELOCK INC., a California corporation, York GP, Ltd., Delaware corporation By: [EXHIBIT – DO NOT SIGN] Name: Its: BUYER: a Cayman Islands exempted company and Buyer dated as of August 31, 2005 (the “Purchase Agreement”). EXCEPT FOR THE WARRANTY OF TITLE SET FORTH IN THIS BXXX OF SALE AND THE REPRESENTATIONS AND WARRANTIES OF TRANSFEROR SET FORTH IN THE PURCHASE AGREEMENT, THE EQUIPMENT IS BEING SOLD TO TRANSFEREE BY TRANSFEROR “AS-IS” “WHERE-IS”, WITHOUT ANY OTHER REPRESENTATIONS AND WARRANTIES, WHETHER WRITTEN, ORAL OR IMPLIED, AND TRANSFEROR SHALL NOT, BY VIRTUE OF HAVING SOLD THE EQUIPMENT HEREWITH, BE DEEMED TO HAVE MADE ANY REPRESENTATIONS OR WARRANTY, EXPRESS OR IMPLIED, NOW OR HEREAFTER, AS TO THE CONDITION, DESIGN, OPERATION, MAINTENANCE, VALUE, MARKETABILITY, MERCHANTABILITY, OR FITNESS FOR USE OR FOR A PARTICULAR PURPOSE OF ANY OF THE CONTAINERS OR AS TO THE QUALITY OF THE MATERIAL OR WORKMANSHIP OF ANY OF THE CONTAINERS AND ANY IMPLIED WARRANTY ARISING FROM COURSE OF PERFORMANCE, DEALING OR USAGE OR THE TRADE. By: [Signature page follows.]EXHIBIT – DO NOT SIGN] Name: Its: By: [EXHIBIT – DO NOT SIGN] Name: Its: Exhibit F- Seller Network Equipment