Bill of Sale for Assets by ltedprosser


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									                              BILL OF SALE
        THIS BILL OF SALE (this “Bill of Sale”) is made, executed and delivered this June 1,
20__, by XYZ, INC., a Colorado corporation (the “Assignor”), for the benefit of ABC
INVESTMENTS, INC, a Colorado limited liability company (”Assignee”), pursuant to that
certain Asset Purchase Agreement, dated June 1, 20__ (the “Purchase Agreement”), by and
among Assignor, Assignee, and certain other parties. All capitalized terms used and not
otherwise defined herein shall have the meanings ascribed thereto in the Purchase Agreement.


        WHEREAS, the Purchase Agreement provides for, among other things, the transfer and
sale by Assignor to Assignee of the Purchased Assets, for consideration in the amount and on the
terms and conditions provided therein; and

       WHEREAS, the parties now desire to carry out, in part, the intent and purpose of the
Purchase Agreement by execution and delivery of this Bill of Sale evidencing the vesting in the
Assignee of certain of the Purchased Assets.


        NOW, THEREFORE, in consideration of the sum of $10.00 and other good and
valuable consideration to Assignor in hand paid by Assignee at or before the execution and
delivery hereof, the receipt and sufficiency of which Assignor hereby acknowledges, Assignor by
this Bill of Sale does hereby convey, grant, bargain, sell, transfer, set over, assign, alienate,
remise, release, deliver and confirm unto Assignee, its successors and assigns, the Purchased
Assets, to have and to hold to its and their own use forever.

                Assignor represents, warrants, covenants and agrees that it: (a) has good and
marketable title to the Purchased Assets, free and clear of all security interests, claims, mortgages,
title retention contracts, rights of first refusal, charges, liens encumbrances or other interests or
rights of any nature whatsoever, and (b) will warrant and defend the sale of the Purchased Assets
against all and every person or entity claiming against any or all of the same, subject to the terms
and provisions of the Purchase Agreement. Assignor hereby constitutes and appoints Assignee, its
successors and assigns, as Assignor’s true and lawful attorney, with full power of substitution
and resubstitution, in whole or in part, in Assignor’s nam
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