Bxxx of Sale The Bxxx of Sale covering the Personal Property, in the form attached hereto as Exhibit D.
Xxxx of Sale The Xxxx of Sale, duly executed by Purchaser; and
Expenses of Sale Except as otherwise specifically provided herein, each Party to this Agreement shall pay its own expenses (including without limitation, the fees and expenses of their respective agents, representatives, counsel and accountants) with respect to the negotiation, execution and the delivery of this Agreement and the consummation of the transactions under this Agreement.
CONDITIONS OF SALE 1. RESERVE PRICE AND BIDDING AT AUCTION
Bills of Sale Bills of sale to Buyer and/or its designated Lessee, conveying title to the tangible Personal Property (other than the alcoholic beverage inventories, which, at Buyer’s election, shall be transferred by Seller to the Manager as holder of the Liquor Licenses required for operation of the Hotel).
Terms of Sale The Purchase Price for all Partnership Interests purchased pursuant to Section 8.5 or Section 8.6 shall be paid at the Closing in immediately available United States funds; provided, however:
Bill of Sale This Bill of Sale is made and entered into as of this day of [ ], 2023 (the "Effective Date") by and between THE BOARD OF TRUSTEES, WESTERN NORTH CAROLINA CONFERENCE, UNITED METHODIST CHURCH, INC., a North Carolina non-profit corporation (the "Seller") and [ ], a North Carolina [ ] (the "Buyer”).
Protection of Right, Title and Interest to Receivables (a) The Seller, at its expense, shall cause this Agreement, all amendments hereto and/or all financing statements and continuation statements and any other necessary documents covering the Purchaser’s right, title and interest to the Receivables and other property conveyed by the Seller to the Purchaser hereunder to be promptly recorded, registered and filed, and at all times to be kept recorded, registered and filed, all in such manner and in such places as may be required by law fully to preserve and protect the right, title and interest of the Purchaser hereunder to all of the Receivables and such other property. The Seller shall deliver to the Purchaser file-stamped copies of, or filing receipts for, any document recorded, registered or filed as provided above, as soon as available following such recording, registration or filing. The Purchaser shall cooperate fully with the Seller in connection with the obligations set forth above and will execute any and all documents reasonably required to fulfill the intent of this subsection.
Proceeds of Sale The proceeds of any collection, recovery, receipt, appropriation, realization or sale of the Collateral shall be applied by the Pledgee as follows:
AS/IS Conveyance THE PARTIES AGREE THAT, EXCEPT AS MAY BE EXPRESSLY SET FORTH IN THIS AGREEMENT, THE INTERESTS OF THE ANNUAL CONFERENCE IN THE REAL PROPERTY AND PERSONAL PROPERTY SHALL BE CONVEYED TO THE LOCAL CHURCH “AS IS, WHERE IS, WITH ALL FAULTS”, SUCH CONVEYANCES SHALL BE WITHOUT REPRESENTATION OR WARRANTY OF ANY KIND, EXPRESS OR IMPLIED (INCLUDING ANY WARRANTY OF OR WITH RESPECT TO INCOME POTENTIAL, DEVELOPMENT FEASIBILITY, POTENTIAL OR COSTS, OPERATING EXPENSES, USES, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE), AND THE ANNUAL CONFERENCE DOES HEREBY DISCLAIM AND RENOUNCE ANY SUCH REPRESENTATION OR WARRANTY, EXCEPT AS MAY BE EXPRESSLY SET FORTH HEREIN. THE LOCAL CHURCH IS NOT RELYING, AND AGREES THAT IT SHALL NOT RELY, UPON ANY REPRESENTATION, INDUCEMENT OR UNPERFORMED PROMISE OF THE ANNUAL CONFERENCE EXCEPT TO THE EXTENT SUCH INDUCEMENT, REPRESENTATION OR UNPERFORMED PROMISE IS EXPRESSLY SET FORTH HEREIN. THE LOCAL CHURCH HAS BEEN IN SOLE AND EXCLUSIVE POSSESSION OF THE REAL PROPERTY AND THE PERSONAL PROPERTY AND IS FULLY AWARE OF ALL FAULTS AND MATTERS RELATING THERETO.
