possession of the Acquired Vehicle, then risk of loss passes to the Buyer on the
Delivery Date.
2.
Conveyance of Title. Seller shall convey title to Buyer upon delivery of the
vehicle to Buyer. Seller agrees and covenants to execute all documents presented
by Buyer which are necessary to finalize transfer of title and registration upon the
Acquired Vehicle to Buyer.
D. Representations, Warranties, and Disclosures
1. Warranties.
This vehicle is sold "AS IS", and Seller does not in any way, expressly or
impliedly, give any warranties to Buyer. Seller expressly disclaims any
implied warranties of merchantability or of fitness for a particular purpose.
2. Odometer Declaration. Seller hereby states that the odometer in the Acquired
Vehicle now reads __________miles and to the best of Seller's knowledge it
reflects the actual mileage of the vehicle described herein.
3. Buyer Representation. The individual signing this agreement on behalf of
Buyer hereby represents to Seller that he or she has the power and authority to do
so on behalf of Buyer.
E. Buyer's Responsibility −− Insurance and Tags. Buyer acknowledges that unless
prohibited by applicable law, any insurance coverage, license, tags, plates or registration
maintained by Seller on the Acquired Vehicle shall be canceled upon delivery of the
Acquired Vehicle to, and the acceptance of, by Buyer.
F. Continuation of Representations and Warranties. All representations and warranties
contained in this Agreement (if any) shall continue in full force and effect after execution
of this agreement. If either party later learns that a warranty or representation that it made
is untrue, it is under a duty to promptly disclose this information to the other party in
writing. No representation or warranty contained herein shall be deemed to have been
waived or impaired by any investigation made by or knowledge of the other party to this
Agreement.
G. Indemnification of Attorneys Fees and out-of-pocket costs. Should any party
materially breach this agreement (including representations and warranties made to the
other side), the non-breaching party shall be indemnified by the breaching party for its
reasonable attorneys fees and out-of-pocket costs which in any way relate to, or were
precipitated by, the breach of this contract (including the breach of representations or
warranties). This provision shall not limit in any way the remedies either party may have
otherwise possessed in law or equity relative to a breach of this contract. The term "out-
of-pocket costs", as used in this contract, shall
not include lost profits.
H. Integration. This Agreement, including the attachments mentioned in the body as
incorporated by reference, sets forth the entire agreement between the Parties with regard
to the subject matter hereof. All prior agreements, representations and warranties, express
or implied, oral or written, with respect to the subject matter hereof, are hereby
superseded by this agreement. This is an integrated agreement.
I. Severability. In the event any provision of this Agreement is deemed to be void, invalid,
or unenforceable, that provision shall be severed from the remainder of this Agreement so
as not to cause the invalidity or unenforceability of the remainder of this Agreement. All
remaining provisions of this Agreement shall then continue in full force and effect. If any
provision shall be deemed invalid due to its scope or breadth, such provision shall be
deemed valid to the extent of the scope and breadth permitted by law.
J. Modification. Except as otherwise provided in this document, this agreement may be
modified, superseded, or voided
only upon the written and signed agreement of the
Parties. Further, the physical destruction or loss of this document shall not be construed
as a modification or termination of the agreement contained herein.