Common use of Bill of Sale Clause in Contracts

Bill of Sale. This Bill of Sale is delivered pursuant to, and is subject to all of the terms and conditions of, that certain Asset Purchase Agreement dated as of May 9, 2008 (the "Agreement") by and among NatureWell Incorporated, a Delaware corporation ("Seller"), and NatureWell, Incorporated, a Nevada corporation ("Buyer"). Capitalized terms, unless otherwise defined herein, have the meanings assigned to such terms in the Agreement. For good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, Seller hereby grants, bargains, sells, conveys, delivers, assigns and transfers to Buyer all of Seller's right, title and interest in and to the Assets being purchased pursuant to the Agreement (collectively, the "Property"). This bill of Sale is made, executed and delivered in accordance with and is subject to the representations, warranties and covenants set forth in the Agreement. Seller, for itself and its successors and assigns, by this Bill of Sale, covenants and agrees that Seller and its successors and assigns shall execute and deliver, or shall caused to be executed and delivered, such other instruments of transfer and conveyance and other documents and take such actions as Buyer may reasonably request to vest in Buyer and its successors and assigns all of Seller's right, title and interest in and to the Property free and clear of any liens, claims, security interests or encumbrances thereon. TO HAVE AND TO HOLD the Property unto Buyer, its successors and assigns, forever.

Appears in 2 contracts

Samples: Asset Purchase Agreement (Naturewell Inc), Asset Purchase Agreement (Naturewell Inc)

Bill of Sale. This Bill of Sale is delivered pursuant to Each Seller hereby unconditionally and irrevocably transfers, sells, assigns, conveys, and is subject delivers to all of Buyer, its successors and assigns forever, and Buyer hereby purchases from Seller, in each case on the terms and subject to the conditions of, that certain Asset Purchase Agreement dated as of May 9, 2008 (the "Agreement") by and among NatureWell Incorporated, a Delaware corporation ("Seller"), and NatureWell, Incorporated, a Nevada corporation ("Buyer"). Capitalized terms, unless otherwise defined herein, have the meanings assigned to such terms set forth in the Purchase Agreement . For good and valuable consideration , the receipt and sufficiency of which is hereby acknowledged, Seller hereby grants, bargains, sells, conveys, delivers, assigns and transfers to Buyer all of Seller 's ’s right, title and interest in interest, legal or equitable, in, to and under any and all Acquired Assets including, without limitation, the trademark NUTRIO (USPTO registration number 2437552), free and clear of any and all Encumbrances, to have and to hold the Acquired Assets being purchased pursuant to the Agreement (collectively, the "Property"). This bill of Sale is made, executed and delivered in accordance with and is subject to the representations, warranties and covenants set forth in the Agreement. Seller, for itself and its successors and assigns, by this Bill of Sale, covenants and agrees that Seller and its successors and assigns shall execute and deliver, or shall caused to be executed and delivered, such other instruments of transfer and conveyance and other documents and take such actions as Buyer may reasonably request to vest in unto Buyer and its successors and assigns forever. Each Seller, for itself, its successors and assigns, hereby covenants and agrees (i) to and with Buyer, to warrant and defend the grant, bargain, transfer, sale, assignment, conveyance, and delivery of the Acquired Assets to Buyer and its successors and assigns against all Persons, to the extent set forth in the Purchase Agreement and (ii) that, at any time and from time to time after the date hereof, promptly upon the request of Buyer, it will do, execute, acknowledge and deliver, or cause to be done, executed, acknowledged and delivered, each and all of Seller's right such further acts, title deeds, assignments, transfers, conveyances, powers or attorney, and interest assurances as may reasonably be required by Buyer in order to assign, transfer, set over, convey, assure and to the Property free confirm unto and clear of any liens, claims, security interests or encumbrances thereon. TO HAVE AND TO HOLD the Property unto vest in Buyer, its successors and assigns, forever. the Acquired Assets and title thereto and to put Buyer in possession and operating control of the Acquired Assets. Buyer will maintain the sole and exclusive title thereto and all right, title and interest therein, and none of the Sellers will have any right, title or interest in or to any such Acquired Assets, nor will any Seller have any retaining possessor or other lien thereon. Without limiting the foregoing, each Seller hereby constitutes Buyer, its successors and assigns, the true and lawful agent and attorney-in-fact of such Seller, with full power of substitution and resubstitution, in whole or in part, in the name and stead of such Seller, by and on behalf of and for the benefit of, Buyer and its successors and assigns, from time to time:

Appears in 1 contract

Samples: Bill of Sale and Assignment and Assumption Agreement (Ediets Com Inc)

Bill of Sale. This Bill (continued) The Seller, subject to and effective upon its receipt of Sale is delivered pursuant to the above-referenced Purchase Price and in consideration thereof, hereby irrevocably and without condition or reservation of any kind sells, transfers and conveys to the Buyer the Work of Art, good, valid and marketable title thereto, and is subject all right to possession and all legal ownership thereof, free of the terms all written or oral claims, demands, suits, proceedings, causes of action and conditions of claims of others, that certain Asset Purchase Agreement dated as of May 9, 2008 (the "Agreement") by and among NatureWell Incorporated, a Delaware corporation ("Seller"), and NatureWell, Incorporated, a Nevada corporation ("Buyer"). Capitalized terms, unless otherwise defined herein, to have the meanings assigned to such terms in the Agreement. For good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, Seller hereby grants, bargains, sells, conveys, delivers, assigns and transfers to Buyer all of Seller's right, title and interest in and to hold the Assets being purchased pursuant to Work of Art unto the Agreement (collectively, the "Property"). This bill of Sale is made, executed and delivered in accordance with and is subject to the representations, warranties and covenants set forth in the Agreement. Seller, for itself and its successors and assigns, by this Bill of Sale, covenants and agrees that Seller and its successors and assigns shall execute and deliver, or shall caused to be executed and delivered, such other instruments of transfer and conveyance and other documents and take such actions as Buyer may reasonably request to vest in Buyer and its successors and assigns all of Seller's right, title and interest in and to the Property free and clear of any liens, claims, security interests or encumbrances thereon. TO HAVE AND TO HOLD the Property unto Buyer, its successors and assigns, forever . ; provided, however, that the Artist and/or his assigns shall retain all copyright rights and interests in and to the Works. The Work of Art is being sold in accordance with the terms and conditions of, including each and all of the representations, warranties, covenants and agreements in, the Work of Art Purchase Agreement, executed by Seller and Houston Arts Alliance on [date], and all such terms, conditions, representations, warranties, covenants and agreements thereunder are incorporated herein by this reference. The Seller warrants that the individual or agent who signs this document on behalf of Seller has the authority and the legal capacity to execute this document on behalf of Seller. Execution by facsimile or emailed PDF file signature shall be deemed to be, and shall have the same effect as, execution by original signature. Signature Seller’s Name Date Exhibit C

Appears in 1 contract

Samples: Houston Arts Alliance Purchase Agreement

Bill of Sale. This Bill of Sale is delivered pursuant to, Pursuant to the Agreement and is subject to all of the terms and conditions of, that certain Asset Purchase Agreement dated as of May 9, 2008 (the "Agreement") by and among NatureWell Incorporated, a Delaware corporation ("Seller"), and NatureWell, Incorporated, a Nevada corporation ("Buyer"). Capitalized terms, unless otherwise defined herein, have the meanings assigned to such terms in the Agreement. For for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, Seller hereby grants, bargains, sells, conveys, delivers transfers, assigns and transfers delivers to Buyer, free and clear of all liens and encumbrances, all of its right, title and interest in and to all of the assets set forth on the Acquired Assets Schedule attached hereto as Schedule A, to have and to hold the same unto Buyer and the heirs, successors and assigns of the Buyer forever. Notwithstanding the foregoing, Seller does not hereby sell, assign, transfer or deliver to Buyer all any of Seller's right, title and interest in and to any of the assets set forth on the Excluded Assets being purchased pursuant to Schedule attached hereto as Schedule B. The representations and warranties of Seller and Parent contained in the Agreement (collectively, the "Property"). This bill are incorporated as part of Sale is made, executed and delivered in accordance with and is subject to the representations, warranties and covenants set forth in the Agreement. Seller, for itself and its successors and assigns, by this Bill of Sale, covenants and agrees that Seller and its successors and assigns shall execute and deliver, or shall caused subject to be executed and delivered, such other instruments of transfer and conveyance and other documents and take such actions as Buyer may reasonably request to vest in Buyer and its successors and assigns all of Seller's right the provisions of the Agreement, title including, but not limited to, Section 5.6. Seller hereby constitutes and interest in and to the Property free and clear of any liens, claims, security interests or encumbrances thereon. TO HAVE AND TO HOLD the Property unto appoints Buyer, its successors and assigns, forever as Seller's true and lawful attorney with full power of substitution in Seller's name and stead, on behalf of and for the benefit of Buyer, its successors and assigns, solely to demand and receive any and all of the Acquired Assets transferred hereunder and to give receipts and releases for and in respect of the same, and any part thereof, and from time to time to institute and prosecute in Seller's name, or otherwise, for the benefit of Buyer, its successors and assigns, any and all proceedings at law, in equity or otherwise, which Buyer, its successors or assigns, may deem proper for the collection or reduction to possession of any of the Acquired Assets transferred hereunder or for the collection and enforcement of any claim or right of any kind hereby sold, conveyed, transferred, assigned or delivered, or intended so to be, and to do all other acts and things in relation to the Acquired Assets that Buyer, its successors or assigns, shall deem desirable. Seller hereby declares that the foregoing powers are coupled with an interest and are and shall be irrevocable by Seller in any manner or for any reason whatsoever. This instrument shall be governed by and construed in accordance with the laws of the State of New York without regard to its conflicts-of-laws principles.

Appears in 1 contract

Samples: Asset Purchase Agreement (Twinlab Corp)

Bill of Sale. This Bill of Sale is delivered In connection with the transactions contemplated pursuant to, and is subject to all of the terms and conditions of, that certain Asset Purchase Agreement dated as of May 9, 2008 (the "Agreement") by and among NatureWell Incorporated between MESSAGE LOGIC, INC., a Delaware corporation ( " the “Seller " ), and NatureWell, Incorporated DATA STORAGE CORPORATION, a Nevada Delaware corporation ( "Buyer" the “Purchaser”) . Capitalized terms , unless otherwise defined herein of even date herewith (the “Purchase Agreement”), have the meanings assigned to such terms in the Agreement. For and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Seller hereby grants, bargains, sells , conveys , delivers, assigns assigns, transfers, sets over and transfers to Buyer all of Seller's right releases unto the Purchaser, title and interest in and to the Assets being purchased pursuant to the Agreement (collectively, the "Property"). This bill of Sale is made, executed and delivered in accordance with and is subject to the representations, warranties and covenants set forth in the Agreement. Seller, for itself and its successors and assigns, by this Bill of Sale the tangible assets that comprise the Message Logic Assets (as defined in the Purchase Agreement) including, covenants but not limited to those listed on Exhibit A attached hereto and agrees that Seller and its successors and assigns shall execute and deliver made a part hereof (collectively, or shall caused to be executed and delivered, such other instruments of transfer and conveyance and other documents and take such actions as Buyer may reasonably request to vest in Buyer and its successors and assigns all of Seller's right, title and interest in and to the Property free and clear of any liens, claims, security interests or encumbrances thereon “Personal Property”). TO HAVE AND TO HOLD unto the Property unto Buyer Purchaser, its successors and assigns, for its own use and benefit forever . Seller herby represents and warrants to Purchaser that Seller is the absolute owner of the Personal Property, and has good and marketable title to the Personal Property, free and clear of any security interests, mortgages, pledges, deeds of trust, liens, conditional sale agreements, encumbrances or other charges or claims whatsoever with the exception of the UCC and Lien (as such terms are defined in the Purchase Agreement) in favor of Enterprise Bank, and that Seller has full right, power and authority to sell the Personal Property and to make this Bill of Sale. On the sale, transfer and assignment of the Personal Property hereunder, there shall be vested in Purchaser good and marketable title to the Personal Property free and clear of all security interests, mortgages, pledges, deeds of trust, liens, conditional sale agreements, encumbrances or other charges or claims whatsoever with the exception of the UCC and Lien in favor of Enterprise Bank. Seller shall, upon request of Purchaser, do, execute, acknowledge and deliver all such further acts, assignments, conveyances and assurances as may reasonably be required to more fully and effectively assign, assure and confirm the transfer of the Personal Property. This Bill of Sale and all disputes arising hereunder shall be governed by, construed under and enforced in accordance with the laws of the State of New York.

Appears in 1 contract

Samples: Asset Purchase Agreement (Data Storage Corp)

Bill of Sale. THIS BILL OF SALE is made effective as of the 1st day of September, 2010, by and among PREFERRED VOICE, INC., a Delaware corporation (“Seller”), and CLEARKY MOBILE MEDIA, INC., a Delaware corporation (“CMM”). All capitalized terms used but not defined herein shall have the meanings ascribed to them in that certain Asset Purchase Agreement, dated as of September 8, 2010 (the “Asset Purchase Agreement”), by and among Seller, CMM and ClearSky RBT, LLC, a Florida limited liability company (“CRBT”). This Bill of Sale is being executed and delivered by the Seller pursuant to, and is subject to all the terms of the terms and conditions of, that certain Asset Purchase Agreement dated as of May 9, 2008 (the "Agreement") by and among NatureWell Incorporated, a Delaware corporation ("Seller"), and NatureWell, Incorporated, a Nevada corporation ("Buyer"). Capitalized terms, unless otherwise defined herein, have the meanings assigned to such terms in the Agreement. For good and valuable consideration, the receipt and sufficiency adequacy of which is are hereby acknowledged, Seller does hereby grants grant, bargains bargain, sells transfer, conveys sell, delivers assign, assigns convey and transfers deliver to Buyer CMM all of Seller's right, title and interest in and to the Subject Assets being purchased pursuant to the Agreement ( collectively as such term is defined below), the "Property") free and clear of all Encumbrances of any nature. This bill of Sale is made Seller for itself, executed and delivered in accordance with and is subject to the representations, warranties and covenants set forth in the Agreement. Seller, for itself and its successors and assigns, by this Bill of Sale, hereby covenants and agrees that that, at any time and from time to time forthwith upon the written request of CMM, Seller will do, execute, acknowledge and its successors and assigns shall execute and deliver, deliver or shall caused cause to be executed done, executed, acknowledged and delivered, each and all such other instruments further acts, deeds, assignments, transfers, conveyances, powers of transfer attorney and conveyance and other documents and take such actions assurances as Buyer may reasonably request be required by CMM in order to assign, transfer, set over, convey, assure and confirm unto and vest in Buyer and its successors and assigns all of Seller's right, title and interest in and to the Property free and clear of any liens, claims, security interests or encumbrances thereon. TO HAVE AND TO HOLD the Property unto Buyer CMM, its successors and assigns, forever title to the Subject Assets. Seller warrants that title to the Subject Assets is clear and unencumbered and agrees to defend that title as vested, by reason of this sale, in CMM and CMM’s successors and assigns against any and all claims whatsoever. Seller hereby appoints CMM as Seller’s attorney-in-fact, with full power of substitution, to demand, receive, and collect for CMM’s own use and benefit all the Subject Assets.

Appears in 1 contract

Samples: Asset Purchase Agreement (Preferred Voice Inc)

Bill of Sale. This Bill of Sale is delivered pursuant to, and is subject to all of the terms and conditions of, that certain Asset Purchase Agreement dated as of May 9 April 15, 2008 (the " Agreement " ) by and among NatureWell Incorporated Enigma Software Group USA, LLC, a Connecticut limited liability company (“Buyer”) and Enigma Software Group, Inc., a Delaware corporation ("Seller") corporation, and NatureWell, Incorporated, a Nevada corporation its Subsidiaries ( "Buyer" “Seller”). Capitalized terms, unless otherwise defined herein, have the meanings assigned to such terms in the Agreement. For good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, Seller hereby grants, bargains, sells, conveys, delivers, assigns and transfers to Buyer all of Seller 's ’s right, title and interest in and to the Purchased Assets being purchased pursuant including all liabilities and obligations of the Seller of every kind and nature whatsoever, known or unknown, relating to the Agreement Software Business, whether arising by agreement, operation of law or otherwise (collectively, the " Property " ). This bill Bill of Sale is made, executed and delivered in accordance with and is subject to the representations, warranties and covenants covenants, including all limitations thereon, set forth in the Agreement , including, without limitation, Section 7(b) thereof. Seller, for itself and its successors and assigns, by this Bill of Sale, covenants and agrees that Seller and its successors and assigns shall execute and deliver, or shall caused to be executed and delivered, such other instruments of transfer and conveyance and other documents and take such other actions as Buyer may reasonably request to vest in Buyer and its successors and assigns all of Seller 's ’s right, title and interest in and to the Property free and clear of Property, subject to any liens, claims, security interests or encumbrances thereon. TO HAVE AND TO HOLD the Property unto Buyer, its successors and assigns, forever.

Appears in 1 contract

Samples: Assignment and Assumption Agreement (Enigma Software Group, Inc)

Bill of Sale. This Bill of Sale is delivered pursuant to, and is subject to all of the terms and conditions of, that certain Asset Purchase Agreement dated as of May 9, 2008 (the "Agreement") by and among NatureWell Incorporated, a Delaware corporation ("Seller"), and NatureWell, Incorporated, a Nevada corporation ("Buyer"). Capitalized terms, unless otherwise defined herein, have the meanings assigned to such terms in the Agreement. For good and valuable consideration, the receipt and sufficiency adequacy of which is are hereby acknowledged, Seller SUREFLY, INC., a Delaware corporation (“Surefly”)and WORKHORSE GROUP INC., a Nevada corporation (“Workhorse Parent”; together with Surefly, hereinafter collectively referred to as “Sellers”), do hereby grants grant, bargains bargain, sells transfer, conveys sell, delivers assign, assigns convey and transfers deliver to Buyer MOOG INC., a New York corporation (“Buyer”), all of Seller's their right, title title, and interest in and to the Assets being purchased pursuant to the Agreement (collectively Tangible Personal Property, the "Property"). This bill of Sale as such term is made, executed and delivered in accordance with and is subject to the representations, warranties and covenants set forth defined in the Asset Purchase Agreement dated as of September 25, 2019, (the “Purchase Agreement . Seller, for itself and its successors and assigns ”), by this Bill of Sale and among Sellers and Buyer, covenants and agrees that Seller and its successors and assigns shall execute and deliver, or shall caused to be executed and delivered, such other instruments of transfer and conveyance and other documents and take such actions as Buyer may reasonably request to vest in Buyer and its successors and assigns all of Seller's right, title and interest in have and to hold the Property free and clear of any liens, claims, security interests or encumbrances thereon. TO HAVE AND TO HOLD the Property same unto Buyer, its successors and assigns, forever . . Buyer acknowledges that Sellers make no representation or warranty with respect to the assets being conveyed hereby except as specifically set forth in the Purchase Agreement. Sellers for themselves, their successors and assigns, hereby covenant and agrees that, at any time and from time to time upon the written request of Buyer, Sellers will do, execute, acknowledge, and deliver or cause to be done, executed, acknowledged, and delivered, all such further acts, deeds, assignments, transfers, conveyances, powers of attorney, and assurances as may be reasonably required by Buyer in order to assign, transfer, set over, convey, assure, and confirm unto and vest in Buyer, its successors and assigns, title to the assets sold, conveyed, and transferred by this Bill of Sale ‌

Appears in 1 contract

Samples: Asset Purchase Agreement (Workhorse Group Inc.)

Bill of Sale. This Bill of Sale is delivered pursuant to, and is subject to all of the terms and conditions of, of that certain Asset Purchase Agreement dated as of May October 9, 2008 (the "Agreement") by and among NatureWell Incorporated Execute Sports, Inc., a Delaware Nevada corporation ("Seller"), and NatureWell, Incorporated Coosaw Capital Partners, a Nevada corporation LLC ("Buyer"). Capitalized terms, unless otherwise defined herein, have the meanings assigned to such terms in the Agreement. For good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, Seller hereby grants, bargains, sells, conveys, delivers, assigns and transfers to Buyer all of Seller's right, title and interest in and to the Assets being purchased pursuant to the Agreement (collectively, the "Property"). This bill of Sale is made, executed and delivered in accordance with and is subject to the representations, warranties and covenants set forth in the Agreement. Seller, for itself and its successors and assigns, by this Bill of Sale, covenants and agrees that Seller and its successors and assigns shall execute and deliver, or shall caused to be executed and delivered, such other instruments of transfer and conveyance and other documents and take such actions as Buyer may reasonably request to vest in Buyer and its successors and assigns all of Seller's right, title and interest in and to the Property free and clear of any liens, claims, security interests or encumbrances thereon. TO HAVE AND TO HOLD the Property unto Buyer, its successors and assigns, forever.

Appears in 1 contract

Samples: Asset Purchase Agreement (Execute Sports Inc)

Bill of Sale. This Bill of Sale is delivered pursuant to, and is subject to all of the terms and conditions of, that certain Asset Purchase Agreement dated as of May 9, 2008 (the "Agreement") by and among NatureWell Incorporated, a Delaware corporation ("Seller"), and NatureWell, Incorporated, a Nevada corporation ("Buyer"). Capitalized terms, unless otherwise defined herein, have the meanings assigned to such terms in the Agreement. For good and valuable consideration, the receipt and sufficiency adequacy of which is are hereby acknowledged acknowledged Major League Football, Seller LLC, a Delaware limited liability company ("Seller"), does hereby grants grant, bargains bargain, sells transfer, conveys sell, delivers assign, assigns convey and transfers deliver to Buyer Universal Capital Management, Inc., a Delaware corporation ("Buyer"), all of Seller's its right, title and interest in and to the Assets being purchased pursuant to Purchased Assets, as such term is defined in the Agreement Asset Purchase Agreement, dated as of July 14, 2014 ( collectively, the " Property Purchase Agreement") . This bill of Sale is made, executed and delivered in accordance with and is subject to the representations, warranties and covenants set forth in the Agreement. Seller, for itself and its successors and assigns , by this Bill of Sale, covenants and agrees that between Seller and its successors and assigns shall execute and deliver Buyer, or shall caused to be executed and delivered, such other instruments of transfer and conveyance and other documents and take such actions as Buyer may reasonably request to vest in Buyer and its successors and assigns all of Seller's right, title and interest in have and to hold the Property free and clear of any liens, claims, security interests or encumbrances thereon. TO HAVE AND TO HOLD the Property same unto Buyer, its successors and assigns, forever . Buyer acknowledges that Seller makes no representation or warranty with respect to the assets being conveyed hereby except as specifically set forth in the Purchase Agreement. Seller for itself, its successors and assigns, hereby covenants and agrees that, at any time and from time to time upon the written request of Buyer, Seller will do, execute, acknowledge and deliver or cause to be done, executed, acknowledged and delivered, all such further acts, deeds, assignments, transfers, conveyances, powers of attorney and assurances as may be reasonably required by Buyer in order to assign, transfer, set over, convey, assure and confirm unto and vest in Buyer, its successors and assigns, title to the assets sold, conveyed and transferred by this Bill of Sale.

Appears in 1 contract

Samples: Asset Purchase Agreement (Universal Capital Management, Inc.)

Bill of Sale. This Bill of Sale is delivered pursuant to, and is subject to all of the terms and conditions of, that certain Asset Purchase Agreement dated as of May 9, 2008 The undersigned Sellers (the "Agreement") by and among NatureWell Incorporated, a Delaware corporation ("Seller" “Sellers”), do hereby sell grant, bargain, transfer, sell, assign, convey and NatureWell deliver to Good Gaming, Incorporated Inc., a Nevada corporation corporation, ( " the “Buyer " ) . Capitalized terms , unless otherwise defined herein, have the meanings assigned to such terms in the Agreement. For good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, Seller hereby grants, bargains, sells, conveys, delivers, assigns and transfers to Buyer all of Seller's right, title and interest in and to the Purchased Assets being purchased pursuant to as such term is defined in that certain Asset Purchase Agreement dated January 3rd, 2018, by and between Sellers and Buyer (the Agreement (collectively “Agreement”), the "Property"). This bill terms of Sale is made, executed and delivered in accordance with and is subject to the representations, warranties and covenants which are incorporated herein by reference as if set forth in the Agreement at length herein. Seller Sellers for themselves, for itself and its their heirs, representatives, successors and assigns, by this Bill hereby covenant and agree that, at any time and from time to time forthwith upon the written request and at the expense of Sale Buyer, covenants Sellers will do, execute, acknowledge and agrees that Seller and its successors and assigns shall execute and deliver, deliver or shall caused cause to be executed done, executed, acknowledged and delivered, each and all of such other instruments further acts, deeds, assignments, transfers, conveyances, powers of transfer attorney and conveyance and other documents and take such actions assurances as Buyer may reasonably request be required by Buyer in order to assign, transfer, set over, convey, assure and confirm unto and vest in Buyer and its successors and assigns all of Seller's right, title and interest in and to the Property free and clear of any liens, claims, security interests or encumbrances thereon. TO HAVE AND TO HOLD the Property unto Buyer, its successors and assigns, forever. title to the assets sold, conveyed, transferred and delivered by this Bill of Sale. This Bill of Sale shall be binding upon and inure to the benefit of the Parties and is executed and delivered by Sellers as of this 3rd​​day of January, 2018. SELLERS; Intermissum Limited By: Alexander Ridley Title: Director Alexander Ridley

Appears in 1 contract

Samples: Asset Purchase Agreement (Good Gaming, Inc.)

Bill of Sale. This Bill Pursuant to the terms of Sale is delivered pursuant to the Purchase Agreement, Seller hereby unconditionally and irrevocably transfers, sells, assigns, conveys, and is subject delivers to all of Buyer, its successors and assigns forever, and Buyer hereby purchases from Seller, in each case on the terms and subject to the conditions of, that certain Asset Purchase Agreement dated as of May 9, 2008 (the "Agreement") by and among NatureWell Incorporated, a Delaware corporation ("Seller"), and NatureWell, Incorporated, a Nevada corporation ("Buyer"). Capitalized terms, unless otherwise defined herein, have the meanings assigned to such terms set forth in the Purchase Agreement . For good and valuable consideration , the receipt and sufficiency of which is hereby acknowledged, Seller hereby grants, bargains, sells, conveys, delivers, assigns and transfers to Buyer all of Seller 's ’s right, title and interest interest, legal or equitable, in, to and under any and all Purchased Assets as described in the Purchase Agreement, free and clear of any and all Encumbrances, to have and to hold the Acquired Assets being purchased pursuant to the Agreement (collectively, the "Property"). This bill of Sale is made, executed and delivered in accordance with and is subject to the representations, warranties and covenants set forth in the Agreement. Seller, for itself and its successors and assigns, by this Bill of Sale, covenants and agrees that Seller and its successors and assigns shall execute and deliver, or shall caused to be executed and delivered, such other instruments of transfer and conveyance and other documents and take such actions as Buyer may reasonably request to vest in unto Buyer and its successors and assigns forever as of the Closing Date. Seller, for itself, its successors and assigns, hereby covenants and agrees (i) to and with Buyer, to warrant and defend the grant, bargain, transfer, sale, assignment, conveyance, and delivery of the Purchased Assets to Buyer and its successors and assigns against all Persons, to the extent set forth in the Purchase Agreement and (ii) that, at any time and from time to time after the date hereof, promptly upon the request of Buyer, it will do, execute, acknowledge and deliver, or cause to be done, executed, acknowledged and delivered, each and all of Seller's right such further acts, title deeds, assignments, transfers, conveyances, powers or attorney, and interest assurances as may reasonably be required by Buyer in order to assign, transfer, set over, convey, assure and to the Property free confirm unto and clear of any liens, claims, security interests or encumbrances thereon. TO HAVE AND TO HOLD the Property unto vest in Buyer, its successors and assigns, forever the Purchased Assets and title thereto and to put Buyer in possession and operating control of the Purchased Assets. Buyer will maintain the sole and exclusive title thereto and all right, title and interest therein, and none of the Sellers will have any right, title or interest in or to any such Purchased Assets, nor will Seller have any retaining possessor or other lien thereon.

Appears in 1 contract

Samples: Assignment and Assumption Agreement (Lifequest World Corp.)

Bill of Sale. This Bill of Sale is delivered pursuant to, and is subject to all of the terms and conditions of, that certain Asset Purchase Agreement dated as of May 9, 2008 (the "Agreement") by and among NatureWell Incorporated, a Delaware corporation ("Seller"), and NatureWell, Incorporated, a Nevada corporation ("Buyer"). Capitalized terms, unless otherwise defined herein, have the meanings assigned to such terms in the Agreement. For good and valuable consideration, the receipt and sufficiency adequacy of which is are hereby acknowledged, Seller Oktet Bilişim Danışmanlık Organizayon Reklamcılık Limited Şirketi, a Turkish corporation ("Seller"), does hereby grants grant, bargains bargain, sells transfer, conveys sell, delivers assign, assigns convey and transfers deliver to Buyer SMTP, Inc., a Delaware corporation ("Buyer"), all of Seller's its right, title and interest in and to the Assets being purchased pursuant to Purchased Assets, as such term is defined in the Agreement asset purchase agreement, dated as of January 9, 2013 ( collectively, the " Property Asset Purchase Agreement") . This bill of Sale is made, executed and delivered in accordance with and is subject to the representations, warranties and covenants set forth in the Agreement. Seller, for itself and its successors and assigns , by this Bill of Sale, covenants and agrees that between Seller and its successors and assigns shall execute and deliver Buyer, or shall caused to be executed and delivered, such other instruments of transfer and conveyance and other documents and take such actions as Buyer may reasonably request to vest in Buyer and its successors and assigns all of Seller's right, title and interest in have and to hold the Property free and clear of any liens, claims, security interests or encumbrances thereon. TO HAVE AND TO HOLD the Property same unto Buyer, its successors and assigns, forever . Buyer acknowledges that Seller makes no representation or warranty with respect to the assets being conveyed hereby except as specifically set forth in the Asset Purchase Agreement. Seller for itself, its successors and assigns, hereby covenants and agrees that, at any time and from time to time upon the written request of Buyer, Seller will do, execute, acknowledge and deliver or cause to be done, executed, acknowledged and delivered, all such further acts, deeds, assignments, transfers, conveyances, powers of attorney and assurances as may be reasonably required by Buyer in order to assign, transfer, set over, convey, assure and confirm unto and vest in Buyer, its successors and assigns, title to the assets sold, conveyed and transferred by this Bill of Sale.

Appears in 1 contract

Samples: Asset Purchase Agreement (SMTP, Inc.)

Bill of Sale. This Bill Pursuant to the terms of Sale is delivered pursuant to the Purchase Agreement, Seller hereby unconditionally and irrevocably transfers, sells, assigns, conveys, and is subject delivers to all of Buyer, its successors and assigns forever, and Buyer hereby purchases from Seller, in each case on the terms and subject to the conditions of, that certain Asset Purchase Agreement dated as of May 9, 2008 (the "Agreement") by and among NatureWell Incorporated, a Delaware corporation ("Seller"), and NatureWell, Incorporated, a Nevada corporation ("Buyer"). Capitalized terms, unless otherwise defined herein, have the meanings assigned to such terms set forth in the Purchase Agreement . For good and valuable consideration , the receipt and sufficiency of which is hereby acknowledged, Seller hereby grants, bargains, sells, conveys, delivers, assigns and transfers to Buyer all of Seller 's ’s outstanding shares along with right, title and interest interest, legal or equitable, in, to and under any and all Assets as described in the Purchase Agreement, free and clear of any and all Encumbrances, to have and to hold the Acquired Assets being purchased pursuant to the Agreement (collectively, the "Property"). This bill of Sale is made, executed and delivered in accordance with and is subject to the representations, warranties and covenants set forth in the Agreement. Seller, for itself and its successors and assigns, by this Bill of Sale, covenants and agrees that Seller and its successors and assigns shall execute and deliver, or shall caused to be executed and delivered, such other instruments of transfer and conveyance and other documents and take such actions as Buyer may reasonably request to vest in unto Buyer and its successors and assigns forever as of the Closing Date. Seller, for itself, its successors and assigns, hereby covenants and agrees (i) to and with Buyer, to warrant and defend the grant, bargain, transfer, sale, assignment, conveyance, and delivery of the Assets to Buyer and its successors and assigns against all Persons, to the extent set forth in the Purchase Agreement and (ii) that, at any time and from time to time after the date hereof, promptly upon the request of Buyer, it will do, execute, acknowledge and deliver, or cause to be done, executed, acknowledged and delivered, each and all of Seller's right such further acts, title deeds, assignments, transfers, conveyances, powers or attorney, and interest assurances as may reasonably be required by Buyer in order to assign, transfer, set over, convey, assure and to the Property free confirm unto and clear of any liens, claims, security interests or encumbrances thereon. TO HAVE AND TO HOLD the Property unto vest in Buyer, its successors and assigns, forever the Assets and title thereto and to put Buyer in possession and operating control of the Assets. Buyer will maintain the sole and exclusive title thereto and all right, title and interest therein, and none of the Sellers will have any right, title or interest in or to any such Assets, nor will Seller have any retaining possessor or other lien thereon.

Appears in 1 contract

Samples: Share Purchase Agreement (Lifequest World Corp.)

Bill of Sale. This Bill Pursuant to the terms of Sale is delivered pursuant to the Purchase Agreement, Seller hereby unconditionally and irrevocably transfers, sells, assigns, conveys, and is subject delivers to all of Buyer, its successors and assigns forever, and Buyer hereby purchases from Seller, in each case on the terms and subject to the conditions of, that certain Asset Purchase Agreement dated as of May 9, 2008 (the "Agreement") by and among NatureWell Incorporated, a Delaware corporation ("Seller"), and NatureWell, Incorporated, a Nevada corporation ("Buyer"). Capitalized terms, unless otherwise defined herein, have the meanings assigned to such terms set forth in the Purchase Agreement . For good and valuable consideration , the receipt and sufficiency of which is hereby acknowledged, Seller hereby grants, bargains, sells, conveys, delivers, assigns and transfers to Buyer all of Seller 's ’s right, title and interest interest, legal or equitable, in, to and under any and all Assets as described in the Purchase Agreement, free and clear of any and all Encumbrances, to have and to hold the Acquired Assets being purchased pursuant to the Agreement (collectively, the "Property"). This bill of Sale is made, executed and delivered in accordance with and is subject to the representations, warranties and covenants set forth in the Agreement. Seller, for itself and its successors and assigns, by this Bill of Sale, covenants and agrees that Seller and its successors and assigns shall execute and deliver, or shall caused to be executed and delivered, such other instruments of transfer and conveyance and other documents and take such actions as Buyer may reasonably request to vest in unto Buyer and its successors and assigns forever as of the Closing Date. Seller, for itself, its successors and assigns, hereby covenants and agrees (i) to and with Buyer, to warrant and defend the grant, bargain, transfer, sale, assignment, conveyance, and delivery of the Assets to Buyer and its successors and assigns against all Persons, to the extent set forth in the Purchase Agreement and (ii) that, at any time and from time to time after the date hereof, promptly upon the request of Buyer, it will do, execute, acknowledge and deliver, or cause to be done, executed, acknowledged and delivered, each and all of Seller's right such further acts, title deeds, assignments, transfers, conveyances, powers or attorney, and interest assurances as may reasonably be required by Buyer in order to assign, transfer, set over, convey, assure and to the Property free confirm unto and clear of any liens, claims, security interests or encumbrances thereon. TO HAVE AND TO HOLD the Property unto vest in Buyer, its successors and assigns, forever the Assets and title thereto and to put Buyer in possession and operating control of the Assets. Buyer will maintain the sole and exclusive title thereto and all right, title and interest therein, and none of the Sellers will have any right, title or interest in or to any such Assets, nor will Seller have any retaining possessor or other lien thereon.

Appears in 1 contract

Samples: Assignment and Assumption Agreement (Lifequest World Corp.)

Bill of Sale. This Bill of Sale is delivered pursuant to KNOW ALL MEN BY THESE PRESENTS, and is subject to all of the terms and conditions of that, that certain Asset Purchase Agreement dated as of May 9, 2008 (the "Agreement") by and among NatureWell Incorporated REDPOINT BIO CORPORATION, a Delaware corporation ( " the “Seller " ), and NatureWell, Incorporated, a Nevada corporation ("Buyer"). Capitalized terms, unless otherwise defined herein, have the meanings assigned to such terms in the Agreement. For consideration of good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, Seller paid by Opertech Bio, Inc., a Delaware corporation (the “Buyer”), and intending to be legally bound, hereby grants, bargains, sells, conveys, delivers, assigns and transfers to the Buyer, pursuant to and in furtherance of the Asset Purchase Agreement dated as of September 30, 2011 (the “Agreement”) by and between the Seller and the Buyer all of Seller's right, title and interest of the Seller in and to the Assets being purchased pursuant to the Agreement (collectively to, the "Property"). This bill of Sale is made, executed and delivered in accordance with and is subject to the representations, warranties and covenants among other items set forth in the Agreement , the assets listed in the Schedule A attached. Seller, for itself and its successors and assigns, by this All capitalized terms used herein without definition shall have the respective meanings ascribed to them in the Agreement. This Bill of Sale Sale is being executed and delivered as a condition to the Agreement and is expressly hereby made subject to and shall have the benefits of the respective representations, warranties, covenants, terms, conditions, limitation and other provisions of the Agreement. The Seller further covenants and agrees that Seller and its successors and assigns it shall execute and deliver, or shall caused to be executed and delivered, such other and further instruments of transfer and conveyance and other documents and take such actions as the Buyer may reasonably request to vest in Buyer and its successors and assigns all carry into effect or to evidence further the transfer of Seller's right, title and interest in and the Assets of the Seller to the Property free and clear of any liens, claims, security interests or encumbrances thereon Buyer. TO HAVE AND TO HOLD the Property same unto the Buyer, its successors and assigns, assigns for its and their own use and benefit forever.

Appears in 1 contract

Samples: Asset Purchase Agreement (Redpoint Bio CORP)