Contract analysis

Section 1. Definitions; Incorporation by Reference 1.1 Definitions. Capitalized terms used and not otherwise defined in this Bill of Sale shall have the respective meanings ascribed to such terms in the Purchase Agreement. Without limiting the generality of the foregoing, the terms "Purchased Assets," "Excluded Assets," "Encumbrances," "Permitted Encumbrances," "Transaction Documents," and "OncuPath Business" shall h

Section 2. Transfer and Conveyance of Tangible Purchased Assets 2.1 Grant of Conveyance. For good and valuable consideration, the receipt, adequacy, and legal sufficiency of which are hereby acknowledged by Seller, Seller does hereby irrevocably and unconditionally sell, assign, transfer, convey, grant, and deliver unto Buyer, and unto Buyer's successors and assigns forever, all of Seller's right, title, and interest

Section 3. Excluded Assets Notwithstanding anything in this Bill of Sale to the contrary, the Tangible Purchased Assets conveyed hereby do not include, and Seller expressly retains all right, title, and interest in and to, the Excluded Assets as defined in Section 2.2 of the Purchase Agreement. Without limiting the generality of the foregoing, the following items of tangible personal property are expressly excluded f

Section 4. "As Is" Qualification; Purchase Agreement Governs 4.1 This Bill of Sale is executed and delivered subject in all respects to the terms, conditions, representations, warranties, covenants, agreements, and indemnification provisions set forth in the Purchase Agreement, each of which shall survive the execution and delivery of this Bill of Sale in accordance with their respective terms as set forth in the Pur

Section 5. Further Assurances 5.1 Seller hereby covenants and agrees that, from and after the date hereof, Seller shall, at the reasonable written request of Buyer and at Seller's sole cost and expense (except as otherwise expressly provided in the Purchase Agreement), promptly execute and deliver, or cause to be executed and delivered, such further bills of sale, assignments, instruments of transfer and conveyance,

Section 6. No Third-Party Beneficiaries This Bill of Sale is entered into for the sole and exclusive benefit of Seller and Buyer and their respective successors and permitted assigns, and nothing in this Bill of Sale, express or implied, is intended to or shall confer upon any other person or entity (including, without limitation, any employee, creditor, customer, supplier, or agent of either Party) any legal or equi

Section 7. Binding Effect; Assignment 7.1 Binding Effect. This Bill of Sale shall be binding upon and shall inure to the benefit of the Parties hereto and their respective heirs, executors, administrators, legal representatives, successors, and permitted assigns. 7.2 Assignment. This Bill of Sale may not be assigned, delegated, or otherwise transferred by either Party, in whole or in part, whether voluntarily, involu

Section 8. Governing Law This Bill of Sale and all claims, disputes, actions, and proceedings (whether in contract, tort, statute, or otherwise) arising out of, relating to, or in connection with this Bill of Sale or the transactions contemplated hereby shall be governed by, and construed and enforced in accordance with, the internal laws of the State of Delaware, without giving effect to any choice of law or conflic

Section 9. Counterparts 9.1 This Bill of Sale may be executed in one or more counterparts (including by means of facsimile or portable document format (.pdf) signature pages), each of which, when so executed, shall be deemed to be an original, and all of which, taken together, shall constitute one and the same instrument. 9.2 Delivery of an executed counterpart of a signature page to this Bill of Sale by facsimile tr

Section 10. Entire Agreement This Bill of Sale, together with the Purchase Agreement and the other Transaction Documents (as defined in the Purchase Agreement), including all exhibits, schedules, annexes, and attachments thereto, constitutes the entire agreement between the Parties with respect to the subject matter hereof and thereof and supersedes all prior and contemporaneous negotiations, discussions, representat