BILL OF SALE

This Bill of Sale is made and entered into as of _____________, (Effective Date), from _______________, a ________ corporation (Seller) to _____________, a _____________ (Buyer).

RECITALS
A. Seller possesses various items of personal property in the Premises located at and commonly known as _____________ (Premises); and
B. Such personal property is particularly described on Exhibit A attached hereto and made a part hereof (the Personal Property).
NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are acknowledged, Seller and Buyer agree as follows:

TERMS AND CONDITIONS

1. Consideration. As consideration for the transfer of the Personal Property from Seller to Buyer, Buyer hereby agrees to pay to Seller the amount of _____________payable to Seller immediately (Purchase Price). To the extent there shall be any obligation therefor, Buyer shall undertake the payment of any and all sales taxes or other direct taxes levied against or based upon the price or value of the Personal Property purchased hereunder, and the execution, filing, recording or performance thereof. The term direct taxes as used herein, shall include all taxes (except taxes related to the income of Seller), charges and fees levied, assessed or charged by any local, state or federal taxing authority. Buyer shall indemnify and hold Seller harmless for its failure to perform Buyers obligations under this Section 1.
2. Transfer and Assignment. Subject to the terms and provisions contained herein and Sellers receipt and clearance of the Purchase Price, as of the Effective Date, Seller transfers and conveys to Buyer all of its right, title and interest in and to the Personal Property. Buyer accepts the transfer and conveyance of the right, title and interest of Seller in and to the Personal Property subject to the provisions contained herein.
3. Inspection of the Personal Property. Buyer has inspected the Personal Property and determined that it is acceptable to Buyer. Seller has not made, and shall not be bound by, any statements, agreement, or representations regarding the Personal Property not specifically set forth herein, unless the same are reduced to writing and signed by Seller.
4. NO WARRANTY FOR MERCHANTABILITY AND FITNESS. BUYER AGREES THAT SELLER MAKES NO WARRANTIES, EXPRESSED AND IMPLIED AND ALL WARRANTIES OF ANY KIND, INCLUDING ANY EXPRESSED OR IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR PURPOSE OR CONDITION OF SAME, ARE HEREBY EXCLUDED BOTH AS TO THE PERSONAL PROPERTY AND AS TO MAINTENANCE OR REPAIR WORK PERFORMED BY SELLER, IF ANY, ON THE PERSONAL PROPERTY AND BUYER HEREBY ACCEPTS THE PERSONAL PROPERTY ON AN AS IS WHEREIS BASIS WITH ALL FAULTS WHETHER LATENT OR PATENT. IT IS EXPRESSLY AGREED THAT SELLER SHALL HAVE NO RESPONSIBILITY TO REPAIR, MAINTAIN, REPLACE, OR OTHERWISE CARE FOR THE PERSONAL PROPERTY AFTER THE EFFECTIVE DATE. AS MAY BE REQUIRED BY LAW SELLER AND BUYER AGREE THAT THE DISCLAIMERS OF WARRANTIES AS CONTAINED IN THIS PARAGRAPH ARE CONSPICUOUS. SELLER MAKES NO REPRESENTATIONS OR WARRANTIES REGARDING THE FACTS, CIRCUMSTANCES, OR CONDITIONS OF THE PAST OR PRESENT USE OF THE PERSONAL PROPERTY WITH RESPECT TO HAZARDOUS SUBSTANCES OR ENVIRONMENTAL LAWS. SELLER HEREBY SELLS THE PERSONAL PROPERTY TO BUYER AS A USEFUL PRODUCT.
5. RELEASE AND COVENANT NOT TO SUE. AS AN INDUCEMENT TO, AND AS FURTHER CONSIDERATION FOR SELLER AGREEING TO SELL THE PERSONAL PROPERTY TO BUYER UPON THE TERMS AND CONDITIONS SET FORTH IN THIS AGREEMENT, BUYER COVENANTS AND AGREES THAT IT SHALL FOREVER RELEASE AND COVENANT NOT TO SUE SELLER FROM AND AGAINST ANY AND ALL SUITS, CLAIMS, DEMANDS, CAUSES OF ACTION, DAMAGES, CONSEQUENTIAL DAMAGES, LOSSES, COSTS AND EXPENSES OF ANY KIND ARISING OUT OF THE PERSONAL PROPERTY, INCLUDING, WITHOUT LIMITATION, ITS CONDITION OR USE REGARDLESS OF WHETHER SUCH CONDITION IS KNOWN OR UNKNOWN AND/OR WHETHER SUCH CONDITION IS LATENT OR PATENT. THE FOREGOING RELEASE AND COVENANT NOT TO SUE SHALL APPLY TO ALL CLAIMS AT LAW OR IN EQUITY, INCLUDING, BUT NOT LIMITED TO, CLAIMS OR CAUSES OF ACTION FOR PERSONAL INJURY OR DEATH, PERSONAL PROPERTY DAMAGE AND CLAIMS FOR CONTRIBUTION ARISING OUT OF THE PERSONAL PROPERTY. AS MAY BE REQUIRED BY LAW SELLER AND BUYER AGREE THAT THE RELEASE AND COVENANT NOT TO SUE AS CONTAINED IN THIS PARAGRAPH ARE CONSPICUOUS.
6. INDEMNITY. AS AN INDUCEMENT TO, AND AS FURTHER CONSIDERATION FOR SELLER AGREEING TO SELL THE PERSONAL PROPERTY TO BUYER UPON THE TERMS AND CONDITIONS SET FORTH IN THIS AGREEMENT, BUYER COVENANTS AND AGREES THAT IT SHALL INDEMNIFY, DEFEND AND HOLD SELLER HARMLESS FROM AND AGAINST ANY AND ALL CLAIMS, SUITS, COVENANTS, CONTROVERSIES, PROMISES, DEMANDS, DAMAGES, ACTIONS, OR CAUSES OF ACTION WHATSOEVER ARISING OUT OF THE PERSONAL PROPERTY OCCURING AFTER THE DATE HEREOF OR OTHERWISE ARISING OUT OF ACTS OR OMISSIONS OF BUYER. THE FOREGOING INDEMNIFICATION SHALL APPLY TO ALL CLAIMS AT LAW OR IN EQUITY, INCLUDING, BUT NOT LIMITED TO, CLAIMS OR CAUSES OF ACTION FOR PERSONAL INJURY OR DEATH, PERSONAL PROPERTY DAMAGE AND CLAIMS FOR CONTRIBUTION, ARISING OUT OF THE PERSONAL PROPERTY OCCURING AFTER THE DATE HEREOF OR OTHERWISE ARISING OUT OF ACTS OR OMISSIONS OF BUYER. AS MAY BE REQUIRED BY LAW SELLER AND BUYER AGREE THAT THE INDEMNIFICATION AS CONTAINED IN THIS PARAGRAPH IS CONSPICUOUS.
7. Entire Agreement. This Agreement constitutes the entire agreement between Seller and Buyer regarding the subject matter hereof and supersedes all oral statements and prior writings relating thereto. Except for those set forth in this Agreement, no representations, warranties, or agreements have been made by Seller or Buyer with respect to this Agreement or the obligations of Seller or Buyer in connection therewith.
8. Severability. If any provisions of this Agreement shall be held to be invalid, void or unenforceable, the remaining provisions hereof shall not be affected or impaired, and such remaining provisions shall remain in full force and effect.
9. Voluntary Agreement. The parties, hereto, and each of them, further represent and declare that they have carefully read this Agreement and know the contents thereof and that they sign the same freely and voluntarily. This Agreement and each provision of this Agreement was negotiated by the parties and therefore, neither this Agreement nor any provision of this Agreement shall be interpreted for or against any party on the basis such party or its attorney drafted the agreement or provision in question.

10. Successor and Assigns. This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective heirs, representatives, successors and permissible assigns.

11. Independent Advice of Counsel. The parties hereto, and each of them, represent and declare that in executing this Agreement they rely solely upon their own judgment, belief and knowledge, and the advice and recommendations of their own independently selected counsel, concerning the nature, extent, and duration of their rights and claims, including, but not limited to, any claims arising under any hazardous substances or environmental laws and that they have not been influenced to any extent whatsoever in executing the same by any representations or statements covering any matters made by any of the parties hereto or by any person representing them or any of them.

12. No Offer: The submission of this Agreement for examination or the negotiation of the transaction described herein or the execution of this Agreement by only one of the parties shall not in any way constitute an offer to sell or purchase the Personal Property on behalf of either Seller or Buyer, and this Agreement shall not be binding on either party until duplicate originals thereof, duly executed on behalf of both parties, have been delivered to each of the parties hereto.

Seller and Buyer have executed this Bill Sale as of the date first set forth above.

_______________________________, a ______________ corporation


By: _________________
Name Printed: _______
Title: ____________

ACCEPTED:
_______________________________ a _______________________________

By: ________________________________
Name Printed: _______________________
Title: ______________________________

EXHIBIT A
PERSONAL PROPERTY