Common use of BILL OF SALE Clause in Contracts

BILL OF SALE. For valuable consideration, Party A (the “Seller”) hereby sells, conveys, assigns, sets-over, transfers and delivers to Party B (the “Purchaser”), free and clear of all Liens, other than any Permitted Encumbrances, all of Seller’s rights, titles and interests in, to and under the life insurance policies on Schedule 1 to this Bill of Sale and the other rights, documents and agreements relating to such life insurance policies, to have and to hold the same for the use and enjoyment of Purchaser and its successors and assigns forever. This bill of sale is being delivered under the Master Agreement dated [ ], 202_, as it may be amended, and supplemented from time to time in accordance with its terms (the “Purchase Agreement”) between Seller and Purchaser. All capitalized terms used, but not defined, in this bill of sale shall have their respective meanings given to them in the Purchase Agreement. The execution and delivery of this bill of sale by Seller shall not be (or be deemed to be) a waiver or discharge of any representation, warranty, covenant, or agreement of Seller under the Purchase Agreement (other than a discharge of the obligation of Seller under the Purchase Agreement to execute and deliver this bill of sale), and such execution and delivery shall not be (or be deemed to be) a modification or amendment of any provision of the Purchase Agreement in any respect. This bill of sale, and any claim or cause of action arising out of relating to this bill of sale, shall be solely governed by and construed under the Laws of the State of [New York] (without regard to any conflict of law rule that might apply any Law of any other jurisdiction). This bill of sale shall inure to the benefit of Purchaser and its successors and assigns and shall be binding upon Seller and its successors and assigns. This bill of sale may be amended, modified, supplemented, or restated, and the terms of this bill of sale may be waived, in each case only by a written instrument executed by Seller and Purchaser. [Signature on following pages]

BILL OF SALE. For valuable considerationthe consideration set forth in Section 4 below, Party A the receipt of which is hereby acknowledged, Agile Therapeutics, Inc., a Delaware corporation (“Seller”), hereby GRANTS, BARGAINS, SELLS, TRANSFERS, ASSIGNS, CONVEYS AND DELIVERS to Corium, Inc. a Delaware corporation, its successors and assigns (“Buyer”) (together with the Seller, the “Parties”), effective as of July 25, 2022 (the “Seller”) hereby sells, conveys, assigns, sets-over, transfers and delivers to Party B (the “PurchaserEffective Date”), free and clear of all Liens, other than any Permitted Encumbrances, all of Seller’s rightsright, titles title, and interests ininterest in and to the Assets (as defined in Section 1 below). Reference is made herein to that certain Manufacturing and Commercialization Agreement (the “MCA”) entered into as of April 30, 2020, by and between the Parties. THE ASSETS TRANSFERRED BY SELLER TO BUYER Seller hereby transfers to Buyer that certain equipment specified in Exhibit A attached hereto, including rights to the warranties received from the manufacturer of such items and to any related claims, credits, and rights of recovery with respect to such items (collectively, “the Assets”); TO HAVE AND TO HOLD by Buyer, its successors and assigns, to and under for its or their use forever. REPRESENTATIONS OF SELLER Seller has good and marketable title to the life insurance policies Assets hereby granted, bargained, sold, transferred, assigned, conveyed, and delivered, and owns such Assets free and clear of any and all liens, mortgages, licenses, leases, encumbrances, claims, charges, security interests, pledges, covenants, debts, liabilities, or other restrictions of any kind whatsoever. The execution, delivery, and performance of this Bill of Sale (the “Bill of Sale”) by Seller will not (i) violate any order, judgment, decree, rule or regulation applicable to Seller or the Assets or (ii) require of Seller any consent, approval order or authorization of, or notice to, any person or entity. Except as otherwise provided in this Bill of Sale, each material, tangible Asset is being transferred on Schedule 1 a “where is” and, as to condition, “as is” basis. COVENANTS OF SELLER Seller, for itself, its successors and assigns, hereby covenants and agrees that, at any time and from time to time forthwith upon the written request of Xxxxx, Seller will do, execute, acknowledge and deliver or cause to be done, executed, acknowledged and delivered, each and all of such further acts, deeds, assignments, transfers, conveyances, powers of attorney and assurances as may reasonably be required by Xxxxx in order to assign, transfer, set over, convey, assure and confirm unto and vest in Buyer, its successors and assigns, title to the Assets granted, bargained, sold, transferred assigned, conveyed and delivered pursuant to this Bill of Sale and the other rights, documents and agreements relating to such life insurance policies, to have and to hold the same for the use and enjoyment of Purchaser and its successors and assigns foreverSale. This bill of sale is being delivered under the Master Agreement dated [ ], 202_, as it may be amended, and supplemented from time to time in accordance with its terms (the “Purchase Agreement”) between Seller and Purchaser. All capitalized terms used, but not defined, in this bill of sale shall have their respective meanings given to them in the Purchase Agreement. The execution and delivery of this bill of sale by Seller shall not be (or be deemed to be) a waiver or discharge of any representation, warranty, covenant, or agreement of Seller under the Purchase Agreement (other than a discharge of the obligation of Seller under the Purchase Agreement to execute and deliver this bill of sale), and such execution and delivery shall not be (or be deemed to be) a modification or amendment of any provision of the Purchase Agreement in any respect. This bill of sale, and any claim or cause of action arising out of relating to this bill of sale, shall be solely governed by and construed under the Laws of the State of [New York] (without regard to any conflict of law rule that might apply any Law of any other jurisdiction). This bill of sale shall inure to the benefit of Purchaser and its successors and assigns and shall be binding upon Seller and its successors and assigns. This bill of sale may be amended, modified, supplemented, or restated, and the terms of this bill of sale may be waived, in each case only by a written instrument executed by Seller and Purchaser. [Signature on following pages]​

BILL OF SALE. For valuable considerationLessee, Party A in consideration of the Lessor's payment of the amount set forth in B 2. above, which includes any applicable sales taxes (the “Seller”) which payment Lessee acknowledges), hereby grants, sells, conveys, assigns, sets-over, transfers and delivers to Party B Lessor the Equipment along with whatever claims and rights Seller may have against the manufacturer and/or Supplier of the Equipment, including but not limited to all warranties and representations. At Lessors request Lessee will cause Supplier to deliver to Lessor a written statement wherein the Supplier (i) consents to the “Purchaser”)assignment to Lessor of whatever claims and rights Lessee may have against the Supplier, free (ii) agrees not to retain any security interest, lien or other encumbrance in or upon the Equipment at any time, and clear to execute such documents as Lessor may request to evidence the release of all Liensany such encumbrance, other than any Permitted Encumbrancesand (iii) represents and warrants to Lessor (x) that Supplier has previously conveyed full title to the Equipment to Lessee, all (y) that the Equipment was delivered to Lessee and installation completed, and (z) that the final purchase price of Seller’s rights, titles the Equipment (or a specified portion of such purchase price) has been paid by Lessee. Lessor is purchasing the Equipment for leasing back to Lessee pursuant to the Lease. Lessee represents and interests in, warrants to and under Lessor that (i) Lessor will acquire by the life insurance policies on Schedule 1 to terms of this Bill of Sale good title to the Equipment free from all liens and encumbrances whatsoever; (ii) Lessee has the other rightsright to sell the Equipment; and (iii) the Equipment has been delivered to Lessee in good order and condition, documents and agreements relating conforms to such life insurance policiesthe specifications, requirements and standards applicable thereto; and (iv) the equipment has been accurately labeled, consistent with the requirements of 40 CFR part 82 Subpart E, with respect to have products manufactured with a controlled (ozone-depleting) substance. Lessee agrees to save and to hold harmless Lessor from and against any and all federal, state, municipal and local license fees and taxes of any kind or nature, including, without limiting the same for generality of the foregoing, any and all excise, personal property, use and enjoyment of Purchaser and its successors and assigns forever. This bill of sale is being delivered under the Master Agreement dated [ ], 202_, as it may be amendedsales taxes, and supplemented from time to time in accordance with its terms (the “Purchase Agreement”) between Seller and Purchaser. All capitalized terms usedagainst any and all liabilities, but not definedobligations, in this bill of sale shall have their respective meanings given to them in the Purchase Agreement. The execution losses, damages, penalties, claims, actions and delivery of this bill of sale suits resulting therefrom and imposed upon, incurred by Seller shall not be (or be deemed to be) asserted against Lessor as a waiver or discharge of any representation, warranty, covenant, or agreement of Seller under the Purchase Agreement (other than a discharge consequence of the obligation of Seller under the Purchase Agreement to execute and deliver this bill of sale), and such execution and delivery shall not be (or be deemed to be) a modification or amendment of any provision sale of the Purchase Agreement in any respect. This bill of sale, and any claim or cause of action arising out of relating Equipment to this bill of sale, shall be solely governed by and construed under the Laws of the State of [New York] (without regard to any conflict of law rule that might apply any Law of any other jurisdiction). This bill of sale shall inure to the benefit of Purchaser and its successors and assigns and shall be binding upon Seller and its successors and assigns. This bill of sale may be amended, modified, supplemented, or restated, and the terms of this bill of sale may be waived, in each case only by a written instrument executed by Seller and Purchaser. [Signature on following pages]Lessor.

BILL OF SALE. For valuable Pursuant to the Agreement and for good and xxxuable consideration, Party A (the “Seller”) receipt and sufficiency of which is hereby acknowledged, Seller hereby grants, sells, conveys, assignstransfers, sets-over, transfers assigns and delivers to Party B (the “Purchaser”)Buyer, free and clear of all Liens, other than any Permitted Encumbrancesliens and encumbrances, all of Seller’s rightsits right, titles title and interests in, interest in and to and under all of the life insurance policies assets set forth on the Acquired Assets Schedule 1 to this Bill of Sale and the other rights, documents and agreements relating to such life insurance policiesattached hereto as Schedule A, to have and to hold the same for unto Buyer and the use heirs, successors and enjoyment assigns of Purchaser the Buyer forever. Notwithstanding the foregoing, Seller does not hereby sell, assign, transfer or deliver to Buyer any of Seller's right, title and interest in and to any of the assets set forth on the Excluded Assets Schedule attached hereto as Schedule B. The representations and warranties of Seller and Parent contained in the Agreement are incorporated as part of this Bill of Sale, subject to all of the provisions of the Agreement, xxcluding, but not limited to, Section 5.6. Seller hereby constitutes and appoints Buyer, its successors and assigns forever. This bill of sale is being delivered under the Master Agreement dated [ ], 202_assigns, as it may be amendedSeller'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 supplemented any part thereof, and from time to time to institute and prosecute in accordance with Seller's name, or otherwise, for the benefit of Buyer, its terms (the “Purchase Agreement”) between Seller successors and Purchaser. All capitalized terms usedassigns, but not definedany and all proceedings at law, in this bill of sale shall have their respective meanings given equity or otherwise, which Buyer, its successors or assigns, may deem proper for the collection or reduction to them in the Purchase Agreement. The execution and delivery of this bill of sale by Seller shall not be (or be deemed to be) a waiver or discharge possession of any representation, warranty, covenant, or agreement of Seller under the Purchase Agreement (other than a discharge of the obligation Acquired Assets transferred hereunder or for the collection and enforcement of Seller under the Purchase Agreement to execute and deliver this bill of sale), and such execution and delivery shall not be (or be deemed to be) a modification or amendment of any provision of the Purchase Agreement in any respect. This bill of sale, and any claim or cause right of action arising out of relating any kind hereby sold, conveyed, transferred, assigned or delivered, or intended so to this bill of salebe, 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 solely irrevocable by Seller in any manner or for any reason whatsoever. This instrument shall be governed by and construed under in accordance with the Laws laws of the State of [New York] (York without regard to any conflict of law rule that might apply any Law of any other jurisdiction). This bill of sale shall inure to the benefit of Purchaser and its successors and assigns and shall be binding upon Seller and its successors and assigns. This bill of sale may be amended, modified, supplemented, or restated, and the terms of this bill of sale may be waived, in each case only by a written instrument executed by Seller and Purchaser. [Signature on following pages]conflicts-of-laws principles.

BILL OF SALE. For valuable considerationThis Bill of Sale is made effective as of the [ ] day of [ ], Party A 2015, from SNTech, Inc., a Delaware corporation (the “Seller”) hereby sells), conveysto Verde Smart Motors, assignsInc., sets-over, transfers and delivers to Party B a Delaware corporation (the “Purchaser”). By this Bill of Sale, free Seller, in accordance with the terms and clear conditions of all Liensthat certain Asset Purchase Agreement, other than any Permitted Encumbrancesdated March 4, 2015, by and among Seller and Purchaser (as such agreement may be amended, the “Purchase Agreement”), for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, does hereby irrevocably sell, transfer, convey, assign, grant and deliver unto Purchaser, its successors and assigns, all of Seller’s rightslegal and beneficial right, titles title and interests ininterest of any kind or character, to whether or not such rights are now existing or come into existence hereafter, and under the life insurance policies on Schedule 1 to this Bill of Sale and the other rightswhether or not such rights are now known, documents and agreements relating to such life insurance policiesrecognized or contemplated, to have in and to hold all of the same for Purchased Assets, and any and all goodwill associated with the use and enjoyment of Purchaser and foregoing, TO HAVE AND TO HOLD, unto Purchaser, its successors and assigns forever. This bill of sale is being delivered under Except as specifically set forth in the Master Agreement dated [ ], 202_, as it may be amended, and supplemented from time to time in accordance with its terms (the “Purchase Agreement”) between Seller and Purchaser, no right, title or interest in the Purchased Assets are reserved to, or retained by, Seller. All capitalized terms usedEXCEPT TO THE EXTENT OTHERWISE SPECIFICALLY PROVIDED HEREIN OR IN THE PURCHASE AGREEMENT, but not definedTHE PURCHASED ASSETS ARE IS BEING SOLD “AS IS” AND “WHERE IS” AND ALL OTHER WARRANTIES, WRITTEN OR ORAL, STATUTORY, EXPRESS OR IMPLIED AND INCLUDING, WITHOUT LIMITATION, ANY WARRANTY FOR MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, ARE HEREBY EXCLUDED. This instrument is given pursuant to the Purchase Agreement. Nothing contained in this bill Bill of sale Sale shall have their respective meanings given be deemed to them supersede, expand, diminish, or in any other way affect any of the obligations, agreements, covenants, representations or warranties of Seller contained in the Purchase Agreement. The execution and delivery Capitalized terms not otherwise defined in this Bill of this bill of sale by Seller shall not be (or be deemed Sale have the meanings assigned to be) a waiver or discharge of any representation, warranty, covenant, or agreement of Seller under such terms in the Purchase Agreement (other than a discharge of the obligation of Seller under the Purchase Agreement to execute and deliver this bill of sale), and such execution and delivery shall not be (or be deemed to be) a modification or amendment of any provision of the Purchase Agreement in any respectAgreement. This bill Bill of sale, and any claim or cause of action arising out of relating to this bill of sale, Sale shall be solely governed in all respects by and construed under the Laws laws of the State of [New York] (without regard to any conflict of law rule that might apply any Law of any other jurisdiction). This bill of sale shall inure to the benefit of Purchaser and its successors and assigns and shall be binding upon Seller and its successors and assigns. This bill of sale may be amended, modified, supplemented, or restated, and the terms of this bill of sale may be waived, in each case only by a written instrument executed by Seller and Purchaser. [Signature on following pages]Arizona.

BILL OF SALE. For valuable considerationLessee, Party A in consideration of the Lessor's payment of the amount set forth in B 2. above, which includes any applicable sales taxes (the “Seller”) which payment Lessee acknowledges), hereby grants, sells, conveys, assigns, sets-over, transfers and delivers to Party B Lessor the Equipment along with whatever claims and rights Lessee may have against the manufacturer and/or Supplier of the Equipment, including but not limited to all warranties and representations. At Lessors request Lessee will cause Supplier to deliver to Lessor a written statement wherein the Supplier (i) agrees not to retain any security interest, lien or other encumbrance in or upon the “Purchaser”)Equipment at any time, free and clear to execute such documents as Lessor may request to evidence the release of all Liensany such encumbrance, other than any Permitted Encumbrancesand (ii) represents and warrants to Lessor (x) that Supplier has previously conveyed full title to the Equipment to Lessee, all (y) that the Equipment was delivered to Lessee and installation completed, and (z) that the final purchase price of Seller’s rights, titles the Equipment (or a specified portion of such purchase price) has been paid by Lessee. Lessor is purchasing the Equipment for leasing back to Lessee pursuant to the Lease. Lessee represents and interests in, warrants to and under Lessor that (i) Lessor will acquire by the life insurance policies on Schedule 1 to terms of this Bill of Sale good title to the Equipment free from all liens and encumbrances whatsoever; (ii) Lessee has the other rightsright to sell the Equipment; and (iii) the Equipment has been delivered to Lessee in good order and condition, documents and agreements relating conforms to such life insurance policiesthe specifications, requirements and standards applicable thereto; and (iv) the equipment has been accurately labeled, consistent with the requirements of 40 CFR part 82 Subpart E, with respect to have products manufactured with a controlled (ozone-depleting) substance. Lessee agrees to save and to hold harmless Lessor from and against any and all federal, state, municipal and local license fees and taxes of any kind or nature, including, without limiting the same for generality of the foregoing, any and all excise, personal property, use and enjoyment of Purchaser and its successors and assigns forever. This bill of sale is being delivered under the Master Agreement dated [ ], 202_, as it may be amendedsales taxes, and supplemented from time to time in accordance with its terms (the “Purchase Agreement”) between Seller and Purchaser. All capitalized terms usedagainst any and all liabilities, but not definedobligations, in this bill of sale shall have their respective meanings given to them in the Purchase Agreement. The execution losses, damages, penalties, claims, actions and delivery of this bill of sale suits resulting therefrom and imposed upon, incurred by Seller shall not be (or be deemed to be) asserted against Lessor as a waiver or discharge of any representation, warranty, covenant, or agreement of Seller under the Purchase Agreement (other than a discharge consequence of the obligation of Seller under the Purchase Agreement to execute and deliver this bill of sale), and such execution and delivery shall not be (or be deemed to be) a modification or amendment of any provision sale of the Purchase Agreement in any respect. This bill of sale, and any claim or cause of action arising out of relating Equipment to this bill of sale, shall be solely governed by and construed under the Laws of the State of [New York] (without regard to any conflict of law rule that might apply any Law of any other jurisdiction). This bill of sale shall inure to the benefit of Purchaser and its successors and assigns and shall be binding upon Seller and its successors and assigns. This bill of sale may be amended, modified, supplemented, or restated, and the terms of this bill of sale may be waived, in each case only by a written instrument executed by Seller and Purchaser. [Signature on following pages]Lessor.

BILL OF SALE. For valuable consideration, Party A This Bill of Sale (the “SellerBill of Sale”) hereby sellsis made and entered into this ___ day of MONTHOFCLOSING, conveys2004, assigns, sets-over, transfers by and delivers to Party B between ________________________ (the “PurchaserAssignor”), free and clear of all LiensASSIGNEENAME, other than any Permitted Encumbrances, all of Seller’s rights, titles and interests in, to and under the life insurance policies on Schedule 1 to this Bill of Sale and the other rights, documents and agreements relating to such life insurance policies, to have and to hold the same for the use and enjoyment of Purchaser and its successors and assigns foreverASSIGNEEENTITY (“Assignee”). This bill of sale is being delivered under the Master Agreement dated [ ], 202_, as it may be amended, and supplemented from time to time in accordance with its terms (the “Purchase Agreement”) between Seller and Purchaser. All capitalized terms used, but not defined, in this bill of sale shall have their respective meanings given to them in the Purchase Agreement. The execution and delivery of this bill of sale by Seller shall not be (or be deemed to be) a waiver or discharge of any representation, warranty, covenant, or agreement of Seller under the Purchase Agreement (other than a discharge In consideration of the obligation sum of Seller under Ten Dollars ($10) and other good and valuable consideration paid by Assignee to Assignor, the Purchase Agreement to execute receipt and sufficiency of which are hereby acknowledged, Assignor does hereby assign, transfer, convey and deliver this bill of sale)to Assignee, and such execution and delivery shall not be (or be deemed to be) a modification or amendment of any provision of the Purchase Agreement in any respect. This bill of sale, and any claim or cause of action arising out of relating to this bill of sale, shall be solely governed by and construed under the Laws of the State of [New York] (without regard to any conflict of law rule that might apply any Law of any other jurisdiction). This bill of sale shall inure to the benefit of Purchaser and its successors and assigns and shall be binding upon Seller and its successors and assigns, all items of Tangible Personal Property (as defined in the Agreement referred to below), if any, owned by Assignor and situated upon and used exclusively in connection with the Real Property (as defined in the Agreement) and more particularly described on Exhibit A attached hereto and made a part hereof for all purposes, including, without limitation, the Tangible Personal Property identified in Exhibit B, if any, attached hereto and made a part hereof for all purposes (the “Personal Property”). This bill Bill of sale may be Sale is made subject, subordinate and inferior to the easements, covenants and other matters and exceptions set forth on Exhibit C, if any, attached hereto and made a part hereof for all purposes. Assignee acknowledges and agrees that, except as expressly provided in, and subject to the limitations contained in, that certain Agreement of Purchase and Sale dated CONTRACTDATE, by and between ___________________________ and _________________________ (as amended, modifiedthe “Agreement”), supplementedAssignor has not made, does not make and specifically disclaims any representations, warranties, promises, covenants, agreements or guaranties of any kind or character whatsoever, whether express or implied, oral or written, past, present or future, of, as to, concerning or with respect to (a) the nature, quality or conditions of the Personal Property, (b) the income to be derived from the Personal Property, (c) the suitability of the Personal Property for any and all activities and uses which Assignee may conduct thereon, (d) the compliance of or by the Personal Property or its operation with any laws, rules, ordinances or regulations of any applicable governmental authority or body, (e) the quality, habitability, merchantability or fitness for a particular purpose of any of the Personal Property, or restated(f) any other matter with respect to the Personal Property. Assignee further acknowledges and agrees that, having been given the opportunity to inspect the Personal Property, Assignee is relying solely on its own investigation of the Personal Property and not on any information provided or to be provided by Assignor, except as specifically provided in the Agreement. Assignee further acknowledges and agrees that any information provided or to be provided with respect to the Personal Property was obtained from a variety of sources and that Assignor has not made any independent investigation or verification of such information. Assignee further acknowledges and agrees that the sale of the Personal Property as provided for herein is made on an “as is, where is” condition and basis “with all faults,” except as specifically provided in, and subject to the terms limitations contained in, the Agreement. The obligations of this bill Assignor are intended to be binding only on the property of sale may Assignor and shall not be waivedpersonally binding upon, nor shall any resort be had to, the private properties of any Seller Related Parties (as defined in each case only by a written instrument executed by Seller and Purchaser. [Signature on following pages]the Agreement).