Contract analysis

ARTICLE 1 — TRANSFER OF PURCHASED ASSETS

Section 1.1 — Conveyance. EverGreen Market Co. LLC (EIN: 93-2615488), with its principal office at 1025 NW Lovejoy Street, Suite 300, Portland, Oregon 97209, and Cascade Retail Holdings Inc. (EIN: 91-1847352), with its headquarters at 4200 Elliott Avenue West, Suite 1500, Seattle, Washington 98119, hereby sell, transfer, assign, convey, and deliver to Ridgeline Consumer Partners LLC (EIN: 84-3921074), with its princi

Section 1.2 — Description of Purchased Assets. The Purchased Assets are as defined in, and more fully described in, the Purchase Agreement, including the schedules and exhibits attached thereto. Without limiting the generality of the foregoing, the Purchased Assets include, without limitation, the following categories of assets: (a) Inventory. All inventory of the EverGreen Market business as of the Closing Date, inc

Section 1.3 — Excluded Assets. Notwithstanding anything to the contrary contained in Section 1.1 or Section 1.2 of this Bill of Sale, the Purchased Assets shall not include, and the Sellers are not hereby conveying, transferring, assigning, or delivering, any of the Excluded Assets (as defined in Section 2.2 of the Purchase Agreement). The Excluded Assets include, without limitation, the following: (a) all cash, cash

ARTICLE 2 — TERMS AND CONDITIONS OF TRANSFER

Section 2.1 — As-Is, Where-Is. EXCEPT AS EXPRESSLY SET FORTH IN THE REPRESENTATIONS AND WARRANTIES CONTAINED IN ARTICLE IV OF THE PURCHASE AGREEMENT, THE PURCHASED ASSETS ARE BEING TRANSFERRED, CONVEYED, AND DELIVERED ON AN "AS IS, WHERE IS" AND "WITH ALL FAULTS" BASIS, WITHOUT ANY REPRESENTATION OR WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNE

Section 2.2 — Subject to Purchase Agreement. This Bill of Sale is executed and delivered pursuant to, and is subject to and governed by, the terms and conditions of the Purchase Agreement, including, without limitation, all representations, warranties, covenants, agreements, conditions, and indemnification obligations set forth therein. Nothing contained in this Bill of Sale shall be deemed to supersede, limit, expan

Section 2.3 — Further Assurances. Each Seller hereby covenants and agrees that, at any time and from time to time after the date hereof, at Buyer's reasonable request and at Buyer's sole cost and expense (including, without limitation, the cost of preparing, executing, and recording any instruments or documents), each Seller shall do, execute, acknowledge, and deliver, or shall cause to be done, executed, acknowledge

Section 2.4 — Power of Attorney. Each Seller hereby irrevocably constitutes and appoints Buyer, and Buyer's officers, managers, members, agents, and designees, individually and collectively, as such Seller's true and lawful attorney-in-fact and agent, with full power and authority in such Seller's name, place, and stead, to take any and all actions and to execute, deliver, acknowledge, and file any and all instrument

Section 3.1 — 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, executors, administrators, legal representatives, successors, and permitted assigns. No party may assign its rights or obligations under this Bill of Sale except in accordance with the provisions of the Purchase Agreement governing the assignment of rights and

Section 3.2 — Governing Law. This Bill of Sale shall be governed by, and construed and enforced in accordance with, the laws of the State of Delaware, without giving effect to any choice of law or conflict of law provision or rule (whether of the State of Delaware or of any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of Delaware.

Section 3.3 — Counterparts. This Bill of Sale may be executed in one or more counterparts, each of which when so executed and delivered shall be deemed to be an original, and all of which counterparts, taken together, shall constitute one and the same instrument. Delivery of an executed counterpart of a signature page to this Bill of Sale by electronic transmission, including by portable document format (.pdf), or by

Section 3.4 — Amendment. This Bill of Sale may not be amended, modified, or supplemented in any manner, whether by course of conduct or otherwise, except by a written instrument signed by each of the Sellers and Buyer specifically referencing this Bill of Sale and stating the parties' intention to amend, modify, or supplement this Bill of Sale.

Section 3.5 — Entire Agreement. This Bill of Sale, together with the Purchase Agreement and the other Transaction Documents (as defined in the Purchase Agreement), constitutes the entire agreement of the parties hereto with respect to the subject matter hereof and thereof, and supersedes all prior negotiations, representations, warranties, commitments, offers, contracts, and writings (whether written or oral) with re