Bill of Sale and Assignment Pursuant to Purchase Agreement
Pursuant to the Purchase Agreement, dated (date), between (Name of Purchaser), a
corporation organized and existing under the laws of the state of (name of state), with
its principal office located at (street address, city, state, zip code), referred to herein as
Purchaser, and (Name of Seller), a corporation organized and existing under the laws of
the state of (name of state), with its principal office located at (street address, city, state,
zip code), referred to herein as Seller.
1. Consideration. For and in consideration of: (i) the payment delivered on (date)
to Seller; and (ii) the assumption of certain liabilities of Seller pursuant to the above-
stated Agreement, and other good and valuable consideration, the receipt of which is
acknowledged, does assign to Purchaser all of the assets described in Exhibit A used
in the business of Seller at (street address, city, state, zip code), said business having
the trade name of (Name of Business).
2. Collection of Accounts.
A. Seller hereby (i) appoints Purchaser as its true and lawful attorney-in-fact
of Seller, with full power of substitution, having full right and authority, in the
name of Seller to collect or enforce for the account of Purchaser, liabilities and
obligations of third parties with respect to the above-specified assets; (ii) to
institute and prosecute all proceedings that Purchaser may deem proper in order
to enforce any claim to the above-specified assets, (iii) to defend and
compromise any and all actions, suits, or proceedings in respect of any of the
above-specified assets, and (iii) to do all such acts in relation to such assets that
Purchaser may deem advisable.
B. Seller agrees that the above-stated powers are coupled with an interest
and shall be irrevocable by Seller.
3. Warranty of Title. Seller warrants to Purchaser that it has good title to the
above-specified assets, and further warrants that it has full right and authority to assign
them as specified in this instrument.
4. Assignment of Leases. Seller assigns to Purchaser all of its rights, duties, and
obligations under the real and personal property leases described in Exhibit B attached
hereto and made a part hereof.
5. Severability. The invalidity of any portion of this Agreement will not and shall not
be deemed to affect the validity of any other provision. If any provision of this
Agreement is held to be invalid, the parties agree that the remaining provisions shall be
deemed to be in full force and effect as if they had been executed by both parties
subsequent to the expungement of the invalid provision.
6. No Waiver. The failure of either party to this Agreement to insist upon the
performance of any of the terms and conditions of this Agreement, or the waiver of any
breach of any of the terms and conditions of this Agreement, shall not be construed as
subsequently waiving any such terms and conditions,