Contract analysis

ARTICLE I — TRANSFER AND CONVEYANCE OF ACQUIRED ASSETS

Section 1.1 — Conveyance. Effective as of the Closing Date, Seller hereby sells, transfers, conveys, assigns, and delivers to Buyer, and Buyer hereby accepts from Seller, all of Seller's right, title, and interest in, to, and under the Acquired Assets, free and clear of all Encumbrances other than Permitted Encumbrances (each as defined in the Agreement). The transfer and conveyance effected by this Bill of Sale is e

Section 1.2 — Description of Acquired Assets. The Acquired Assets transferred and conveyed by this Bill of Sale consist of, but are not limited to, the following categories of assets, properties, and rights (each as more particularly described in the Agreement and the Schedules and Exhibits thereto, which descriptions are incorporated herein by reference): (a) Product Lines and Brands. All assets comprising, related

Section 1.3 — Excluded Assets. Notwithstanding anything to the contrary contained in this Bill of Sale, the Acquired Assets shall not include any of the Excluded Assets (as defined in the Agreement). For the avoidance of doubt, the Excluded Assets include, without limitation, the following: (a) The Commercial Janitorial Services Division of Seller (the "Retained Business"), including all assets, properties, contracts

ARTICLE II — TERMS AND CONDITIONS

Section 2.1 — Subject to the Agreement. This Bill of Sale is delivered pursuant to, and is expressly made subject to, all of the terms, conditions, representations, warranties, covenants, agreements, and indemnification obligations contained in the Agreement, all of which shall survive the execution and delivery of this Bill of Sale to the extent and for the periods expressly set forth in the Agreement. Nothing conta

Section 2.2 — No Additional Representations or Warranties. Seller makes no representations or warranties, express or implied, of any kind or nature whatsoever, with respect to the Acquired Assets, including, without limitation, any representations or warranties as to title, condition, merchantability, fitness for a particular purpose, quality, value, or suitability of any of the Acquired Assets, except as expressly s

Section 2.3 — Assumed Liabilities. For the avoidance of doubt, this Bill of Sale does not constitute, and shall not be construed as constituting, the assumption by Buyer of any liabilities, obligations, debts, commitments, or responsibilities of Seller of any kind or nature, whether known or unknown, absolute, accrued, contingent, or otherwise, except to the extent expressly assumed by Buyer pursuant to the Assignmen

Section 2.4 — Further Assurances. Seller covenants and agrees that, from time to time after the Closing Date, at the reasonable request of Buyer and at Buyer's sole cost and expense (except to the extent otherwise provided in the Agreement), Seller shall execute, acknowledge, and deliver to Buyer, or cause to be executed, acknowledged, and delivered to Buyer, such additional bills of sale, deeds, endorsements, assign

ARTICLE III — MISCELLANEOUS PROVISIONS

Section 3.1 — Governing Law. This Bill of Sale shall be governed by, and construed and enforced in accordance with, the laws of the State of New York, without giving effect to any choice or conflict of law provision or rule (whether of the State of New York or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of New York. The parties hereto irrevocably submi

Section 3.2 — Binding Effect; Successors and Assigns. This Bill of Sale shall be binding upon, and shall inure to the benefit of, the parties hereto and their respective heirs, legal representatives, successors, and permitted assigns. Neither party may assign or delegate any of its rights or obligations under this Bill of Sale except in accordance with the provisions of the Agreement governing assignments.

Section 3.3 — Conflict with Agreement. In the event of any conflict, inconsistency, or ambiguity between the terms and provisions of this Bill of Sale and the terms and provisions of the Agreement, the terms and provisions of the Agreement shall in all respects control and govern, and the conflicting or inconsistent terms of this Bill of Sale shall be deemed modified to the extent necessary to conform to and be consi

Section 3.4 — Counterparts. This Bill of Sale may be executed in one or more counterparts (including by facsimile or portable document format (PDF) transmission), each of which when executed shall be deemed to be an original, and all of which taken together shall constitute one and the same instrument. Delivery of an executed counterpart of a signature page to this Bill of Sale by facsimile or electronic transmission

Section 3.5 — Amendment. This Bill of Sale may not be amended, modified, supplemented, or waived except by a written instrument duly executed by both Seller and Buyer or their respective successors and permitted assigns. No waiver of any provision of this Bill of Sale shall be effective unless set forth in a written instrument signed by the party against whom such waiver is to be enforced, and no such waiver shall co

1. Assignment and Assumption Agreement, dated as of the Closing Date, by and between Seller and Buyer, pursuant to which Seller assigns to Buyer, and Buyer assumes from Seller, the Assigned Contracts and the Assumed Liabilities. 2. intellectual Property Assignment Agreement, dated as of the Closing Date, by and between Seller and Buyer, pursuant to which Seller assigns to Buyer all intellectual property rights associ

3. Special Warranty Deed, dated as of the Closing Date, from Seller to Buyer, conveying the owned real property constituting the West Jefferson Distribution Center. Calderwood & Harkness LLP — Draft — Matter No. 1011-00005 DRAFT — FOR DISCUSSION PURPOSES ONLY — SUBJECT TO REVISION Schedule / Exhibit | Description | Reference Schedule of Acquired Assets | Detailed listing of all Acquired Assets by category | Agreement