Extract to table

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 have the meanings set forth in the Purchase Agreement

All terms, conditions, representations, warranties, covenants, agreements, and indemnification obligations of the Purchase Agreement are hereby incorporated into this Bill of Sale by reference and shall apply to this Bill of Sale as if fully set forth herein

This Bill of Sale is one of the Transaction Documents contemplated by the Purchase Agreement, and all provisions of the Purchase Agreement applicable to Transaction Documents generally shall apply to this Bill of Sale

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 Purchase Agreement, the terms and provisions of the Purchase Agreement shall govern, control, and prevail in all respects, and this Bill of Sale shall be interpreted and construed in a manner consistent with the Purchase Agreement to the fullest extent possible

The conveyance effected by this Bill of Sale is effective as of the Effective Date and shall be deemed to have occurred simultaneously with the Closing under the Purchase Agreement