This document sets forth an assignment and bill of sale between a seller and purchaser.
As drafted, this document contains standard clauses used in similar assignment
agreements and includes an attorney’s fees and mandatory arbitration provisions. It
further states that he Assignor disclaims certain warranties that are given as part of the
Uniform Commercial Code (UCC). This document can be customized to fit the needs of
the drafting parties.
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Assignment and Bill of Sale for Equipment and Machinery
This Assignment and Bill of Sale, hereinafter call Assignment, is made (date),
from (Name of Assignor), 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 Assignor, to (Name of Assignee), 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 Assignee.
For and in consideration of payment by Assignee to Assignor of the sum of
$_________, and other good and valuable consideration, the receipt and sufficiency of
which are hereby acknowledged, Assignor does now sell, transfer, assign, and convey
to Assignee all of Assignor's right, title and interest in and to the equipment, machinery,
and personal property listed and described in Exhibit A attached hereto, hereinafter
called the Equipment, subject to the terms and conditions set forth below.
A. EXCEPT TO THE EXTENT EXPRESSLY SET FORTH IN SECTION TWO, (i)
ASSIGNOR MAKES NO REPRESENTATIONS OR WARRANTIES, EXPRESS,
STATUTORY OR IMPLIED, AND (ii) ASSIGNOR DISCLAIMS ALL LIABILITY AND
RESPONSIBILITY FOR ANY REPRESENTATION, WARRANTY, STATEMENT OR
INFORMATION MADE OR COMMUNICATED (ORALLY OR IN WRITING) TO
ASSIGNEE OR ANY OF ITS, EMPLOYEES, AGENTS, CONSULTANTS OR
REPRESENTATIVES (INCLUDING, BUT NOT LIMITED TO, ANY OPINION,
INFORMATION, PROJECTION OR ADVICE THAT MAY HAVE BEEN PROVIDED TO
ASSIGNEE BY ANY OFFICER, DIRECTOR, EMPLOYEE, AGENT, CONSULTANT,
REPRESENTATIVE OR ADVISOR OF ASSIGNOR OR ANY OF ITS AFFILIATES). IN
PARTICULAR AND WITHOUT LIMITING THE GENERALITY OF THE FOREGOING,
ASSIGNOR DISCLAIMS ANY REPRESENTATION OR WARRANTY, EXPRESS,
STATUTORY OR IMPLIED, AS TO (i) THE MAINTENANCE, REPAIR, CONDITION,
QUALITY, SUITABILITY, DESIGN OR MARKETABILITY OF THE EQUIPMENT, (ii)
THE CONTENT, CHARACTER OR NATURE OF ANY INFORMATION
MEMORANDUM, REPORTS, BROCHURES, CHARTS OR STATEMENTS
PREPARED BY ASSIGNOR OR THIRD PARTIES WITH RESPECT TO THE
EQUIPMENT, (iii) ANY OTHER MATERIALS OR INFORMATION THAT MAY HAVE
BEEN MADE AVAILABLE TO ASSIGNEE OR ITS AFFILIATES, OR ITS OR THEIR
EMPLOYEES, AGENTS, CONSULTANTS, REPRESENTATIVES OR ADVISORS IN
CONNECTION WITH THE TRANSACTIONS CONTEMPLATED BY THIS
ASSIGNMENT OR ANY DISCUSSION OR PRESENTATION RELATING TO THE
SAME, AND (iv) ANY IMPLIED OR EXPRESS WARRANTY OF FREEDOM FROM
PATENT OR TRADEMARK INFRINGEMENT. EXCEPT AS EXPRESSLY SET FORTH
IN SECTION TWO, ASSIGNOR FURTHER DISCLAIMS ANY REPRESENTATION OR
WARRANTY, EXPRESS, STATUTORY OR IMPLIED, OF MERCHANTABILITY,
FREEDOM FROM LATENT VICES OR DEFECTS, FITNESS FOR A PARTICULAR
PURPOSE OR CONFORMITY TO MODELS OR SAMPLES OF MATERIALS OF ANY
ASSETS, AND RIGHTS OF A PURCHASER UNDER APPROPRIATE STATUTES TO
CLAIM DIMINUTION OF CONSIDERATION OR RETURN OF THE PURCHASE
PRICE, IT BEING AGREED BY THE PARTIES TO THIS ASSIGNMENT THAT
ASSIGNEE SHALL BE DEEMED TO BE OBTAINING THE EQUIPMENT IN ITS
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PRESENT STATUS, CONDITION AND STATE OF REPAIR, “AS IS” AND “WHERE
IS” WITH ALL FAULTS OR DEFECTS (KNOWN OR UNKNOWN, LATENT,
DISCOVERABLE OR UNDISCOVERABLE), AND THAT ASSIGNEE HAS MADE OR
CAUSED TO BE MADE SUCH INSPECTIONS AS ASSIGNEE DEEMS
APPROPRIATE. AS PART OF THE PROVISIONS OF THIS PARAGRAPH A, BUT
NOT AS A LIMITATION, ASSIGNEE AGREES, REPRESENTS AND WARRANTS
THAT THE MATTERS RELEASED IN THIS PARAGRAPH ARE NOT LIMITED TO
MATTERS WHICH ARE KNOWN OR DISCLOSED, AND ASSIGNEE WAIVES ANY
AND ALL RIGHTS AND BENEFITS WHICH IT NOW HAS, OR IN THE FUTURE MAY
HAVE CONFERRED UPON IT, BY VIRTUE OF THE PROVISIONS OF FEDERAL,
STATE OR LOCAL LAW, RULES OR REGULATIONS, INCLUDING, BUT NOT
LIMITED TO, (cite appropriate section of State’s version of Article 2 of the Uniform
Commercial Code). Assignor and Assignee acknowledge that the compensation
paid to Assignor for the Equipment has been decreased to take into account that
the Equipment is being sold subject to the provisions of this Subsection A.
B. Assignor and Assignee agree that, to the extent required by applicable law
to be effective, the disclaimers of certain representations and warranties
contained in this Section 1 are “conspicuous” disclaimers for the purpose of any
2. Further Agreements. Assignor and Assignee agree that the transfer and
assignment of the Equipment is conditioned upon the following agreements between the
A. The Equipment shall be removed by Assignee at Assignee's sole risk and
cost within (number) days after the execution of this Assignment unless
prohibited from doing so due to an excusable delay. Assignee agrees to pay
Assignor $____________ per day as storage fees for any Equipment not so
removed within such time period unless prior arrangements are made or the
parties agree otherwise.
B. All hazardous materials contained in any of the Equipment, including but
not limited to battery backup systems, will be properly removed and disposed of
by licensed companies hired by Assignee that specialize in handling and
disposing of such materials. Assignee shall not be responsible for removing any
concrete pads or foundations and shall not be responsible for any hazardous
materials at or below the surface unless resulting from the work of Assignee.
Assignor agrees to cooperate with Assignee and provide all reasonable
assistance in relation to Assignee removing the Equipment and performing the
work at the site.
C. Assignor shall provide Assignee and its designated contractors access to
the site during the time period set forth in Subsection A of this Section 2, for
purposes of allowing Assignee to fulfill its obligations under this Section 2.
Assignee agrees to indemnify and hold harmless Assignor, its working interest
partners, contractors or subcontractors and the employees, officers, directors of
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any of them for all claims, damages (including reasonable attorney's fees) and
causes of action arising out of the negligence of Assignee (or any of its
contractors or subcontractors) while on the site for any purpose contemplated by
this Assignment, including but not limited to inspection, deconstruction, removal
and transportation of the Equipment and restoration of the site. Assignee agrees
to provide proof of Assignee's insurance to support its indemnity obligations
under this Subsection C. Assignor agrees to indemnify and hold harmless
Assignee, its contractors or subcontractors and the employees, officers, directors
of any of them, for all claims, damages (including reasonable attorney's fees) and
causes of action arising out of the negligence of Assignor (or any of its
contractors or subcontractors) while Assignee is on the site for any purpose
contemplated by this Assignment, including but not limited to inspection,
deconstruction, removal and transportation of the Equipment and restoration of
D. Assignor represents and warrants to Assignee that as of the date of this
Assignment Assignor has and does now convey to Assignee full legal,
marketable and beneficial title to the Equipment, free and clear of any and all
security interests, liens, claims, charges or encumbrances of any nature
A. This Assignment shall be governed by and interpreted in accordance with
the laws of the state of (name), without regard to any conflicts of law rule that
would direct application of the laws of another jurisdiction. The parties agree to
unconditionally and irrevocably submit to the exclusive jurisdiction of the federal
or state courts sitting in (name), and any appellate court from any of such courts,
for the resolution of claim or dispute relating to or arising under this Assignment.
B. Assignor and Assignee agree that from and after the date of this
Assignment, each of them will, and will cause their respective representatives
and affiliates to execute and deliver such further instruments of conveyance and
transfer and take such other action as may reasonably be requested by any party
to this Assignment to carry out the purposes and intents of this Assignment.
C. NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THIS
ASSIGNMENT OR OTHERWISE, NO PARTY TO THIS ASSIGNMENT (OR ANY OF
ITS SUBSIDIARIES, AFFILIATES OR ASSIGNS) SHALL, UNDER ANY
CIRCUMSTANCE, BE LIABLE TO ANY OTHER PARTY (OR ANY OF ITS
SUBSIDIARIES, AFFILIATES OR ASSIGNS) FOR ANY CONSEQUENTIAL,
EXEMPLARY, SPECIAL, INCIDENTAL OR PUNITIVE DAMAGES CLAIMED BY
SUCH OTHER PARTY UNDER THE TERMS OF OR DUE TO ANY BREACH OF THIS
ASSIGNMENT, INCLUDING, BUT NOT LIMITED TO, LOSS OF REVENUE OR
INCOME, COST OF CAPITAL, OR LOSS OF BUSINESS REPUTATION OR
4. Severability. The invalidity of any portion of this Agreement will not and shall not
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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.
5. 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, but the same shall continue and
remain in full force and effect as if no such forbearance or waiver had occurred.
6. Governing Law. This Agreement shall be governed by, construed, and enforced
in accordance with the laws of the State of (name of state).
7. Notices. Unless provided herein to the contrary, any notice provided for or
concerning this Agreement shall be in writing and shall be deemed sufficiently given
when sent by certified or registered mail if sent to the respective address of each party
as set forth at the beginning of this Agreement.
8. Attorney’s Fees. In the event that any lawsuit is filed in relation to this
Agreement, the unsuccessful party in the action shall pay to the successful party, in
addition to all the sums that either party may be called on to pay, a reasonable sum for
the successful party's attorney fees.
9. Mandatory Arbitration. Notwithstanding the foregoing, and anything herein to
the contrary, any dispute under this Agreement shall be required to be resolved by
binding arbitration of the parties hereto. If the parties cannot agree on an arbitrator,
each party shall select one arbitrator and both arbitrators shall then select a third. The
third arbitrator so selected shall arbitrate said dispute. The arbitration shall be governed
by the rules of the American Arbitration Association then in force and effect.
10. Entire Agreement. This Agreement shall constitute the entire agreement
between the parties and any prior understanding or representation of any kind
preceding the date of this Agreement shall not be binding upon either party except to
the extent incorporated in this Agreement.
11. Modification of Agreement. Any modification of this Agreement or additional
obligation assumed by either party in connection with this Agreement shall be binding
only if placed in writing and signed by each party or an authorized representative of
12. Assignment of Rights. The rights of each party under this Agreement are
personal to that party and may not be assigned or transferred to any other person, firm,
corporation, or other entity without the prior, express, and written consent of the other
13. Counterparts. This Agreement may be executed in any number of counterparts,
each of which shall be deemed to be an original, but all of which together shall
constitute but one and the same instrument.
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14. Compliance with Laws. In performing under this Agreement, all applicable
governmental laws, regulations, orders, and other rules of duly-constituted authority will
be followed and complied with in all respects by both parties.
15. Assignee, by its signature hereon, agrees to the above terms and conditions.
WITNESS our signatures as of the day and date first above stated.
(Name of Assignor) (Name of Assignee)
(Signature of Officer) (Signature of Officer)
(Printed Name & Office in Corporation) (Printed Name & Office in Corporation)
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