Extract to table

" Capitalized terms used but not otherwise defined herein shall have the respective meanings ascribed to such terms in the Asset Purchase Agreement

The transfer, conveyance, assignment, and delivery of the Tangible Acquired Assets to Buyer pursuant to this Bill of Sale shall be effective as of the Closing Date and shall be deemed to have occurred simultaneously with the other transactions contemplated by the Asset Purchase Agreement to occur on the Closing Date

Seller retains and shall remain solely responsible for all Excluded Liabilities as defined in the Asset Purchase Agreement

All such cooperation obligations shall be subject to the terms and limitations set forth in Section [●] of the Asset Purchase Agreement

SECTION 5 — CONFLICTS WITH THE ASSET PURCHASE 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 Asset Purchase Agreement, the terms and provisions of the Asset Purchase Agreement shall govern, control, and prevail in all respects

This Bill of Sale is intended solely as an instrument of transfer, conveyance, assignment, and delivery of the Tangible Acquired Assets and is not intended to, and shall not be construed to, modify, amend, supplement, restate, or supersede the Asset Purchase Agreement in any manner whatsoever