Extract to table

WHEREAS, the Agreement provides for the sale, transfer, conveyance, assignment, and delivery by Seller to Buyer of all of Seller's right, title, and interest in, to, and under certain assets of Seller, collectively constituting the Acquired Assets (as defined in the Agreement), in exchange for the payment by Buyer to Seller of the aggregate purchase price of Ninety-Five Million Dollars ($95,000,000), subject to adjustment as set forth in the Agreement; WHEREAS, this Bill of Sale is being delivered at the Closing (as defined in the Agreement) in accordance with and subject to the terms and conditions of the Agreement, and constitutes one of the closing deliverables required to be delivered by Seller to Buyer at the Closing pursuant to Article III of the Agreement; and WHEREAS, capitalized terms used but not otherwise defined in this Bill of Sale shall have the respective meanings ascribed to such terms in the Agreement

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)

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

This Bill of Sale is not intended to, and shall not, create any rights, benefits, or obligations beyond those expressly set forth in the Agreement

In the event that any provision of this Bill of Sale is inconsistent with or contrary to any provision of the Agreement, the provisions of the Agreement shall prevail and control in all respects, as further provided in Section 3

All Excluded Liabilities (as defined in the Agreement) are retained by and shall remain the sole responsibility and obligation of Seller