BILL OF SALE AND ASSIGNMENT
THIS BILL OF SALE AND ASSIGNMENT, made this _______________, 20__, by and
among ____[COMPANY NAME]____ a __[STATE]___corporation (the “Purchaser"), and
_________________, a __[STATE]___corporation (the “Seller"), and ____[COMPANY
NAME]____ an individual resident of the State of __[STATE]___ (the “Shareholder"),
pursuant to the Asset Purchase Agreement (the "Purchase Agreement") by and between the
parties dated ______________________.
W I T N E S S E T H:
That Seller and Shareholder, in consideration of the sum of TEN DOLLARS ($10.00) and
other good and valuable consideration paid to Seller by Purchaser, the receipt and sufficiency of
which are hereby acknowledged, does hereby grant, bargain, sell, transfer, convey and assign to
Purchaser the following property and assets:
All of Seller's right, title and interest in and to the assets, properties and rights of every
kind, nature, character and description, whether real, personal or mixed, whether
tangible or intangible, whether accrued, contingent or otherwise, relating to or used in
conjunction with, the Business, directly or indirectly, in whole or in part, in existence on
the date hereof and any additions thereto on or before the date hereof, whether or not
carried on the books and records of Seller and wherever located, including, without
limitation, the following assets, properties and rights (collectively, except for the
Excluded Assets described below, the "Purchased Assets and Business"):
(i) Inventory. All inventory of merchandise and materials held by Seller for sale,
for rent, or which are "on loan" to customers, materials, supplies and spare parts in the
ordinary course of business (the "Purchased Inventory");
(ii) Furniture and Office Equipment. All office equipment, office furniture, and
other assets listed and described on Schedule l(a)(ii), together with any express or
implied warranty by the manufacturers or sellers or lessors of any item or component
part thereof and all maintenance records and other documents relating thereto
("Furniture and Equipment);
(iii) Machinery and Equipment. All equipment, machinery and other assets
listed and described on Schedule l(a)(iii), together with any express or implied
warranty by the manufacturers or sellers or lessors of any item or component part
thereof and all maintenance records and other documents relating thereto ("Machinery
and Equipment);
(iv) Vehicles. All vehicles listed and described on Schedule l(a)(iv), together
with any express or implied warranty by the manufacturers or sellers or lessors of any
item or component part thereof and all maintenance records and other documents
relating thereto (the "Vehicles");