Extract to table
Pull the structured facts out of a document: parties, dates, amounts, obligations.
Extract to table / bill-of-sale.docx
bill-of-sale.docx
Parties
BILL OF SA
This BILL OF SA
Ardent Healthcare Acquisition Corp
Dates
June 30, 2024
April 2, 2024
December 30, 2025
June 30, 2027
Amounts
$620,000,000
$124,000,000
Obligations
All rights under warranties, guarantees, indemnities, and similar rights from manufacturers, vendors, suppliers, and other third parties with respect to the tangible personal property included in the Acquired Assets, whether or not such warranties, guarantees, indemnities, or similar rights are transferable by their terms, and to the extent any such warranty, guarantee, indemnity, or similar right is not assignable or transferable, Seller shall use commercially reasonable efforts to cooperate with Purchaser to provide Purchaser with the benefits thereof; (f) Goodwill
The foregoing instruments, together with this Bill of Sale, are collectively delivered to effectuate the transactions contemplated by the APA, and each such instrument shall be construed in accordance with and subject to the APA
The representations and warranties of Seller with respect to the Acquired Assets, the business, and the transactions contemplated by the APA are made solely in, and are governed exclusively by, Article III of the APA, and are subject in all respects to the survival periods, indemnification limitations, deductible baskets, indemnification caps, and other provisions and limitations set forth in the APA, including, without limitation, the following: (i) the eighteen (18)-month survival period applicable to general representations and warranties of Seller under Article III of the APA, which survival period shall expire at 11:59 p
1 of the APA), which survival period shall expire at 11:59 p
In the event that any provision of this Bill of Sale could be interpreted as creating any representation, warranty, covenant, or agreement not expressly set forth in the APA, such interpretation shall not be given effect, and the provisions of the APA shall control
Without limiting the generality of the foregoing, Seller shall cooperate with Purchaser in connection with the re-registration or transfer of any permits, licenses, or governmental authorizations included in the Acquired Assets, and shall execute and deliver such applications, consents, and other documents as may be reasonably required to complete any such re-registration or transfer