Extract to table

Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Asset Purchase Agreement

The representations and warranties of Seller with respect to the Acquired Assets are solely those contained in Article IV of the Asset Purchase Agreement, subject to the limitations, qualifications, and exceptions set forth therein, and shall not be deemed to be expanded, modified, or supplemented by any provision of this Bill of Sale

In the event of any conflict or inconsistency between the terms and conditions of this Bill of Sale and the terms and conditions of the Asset Purchase Agreement, the terms and conditions of the Asset Purchase Agreement shall govern and control in all respects

Any reasonable out-of-pocket costs and expenses incurred by Seller in connection with such cooperation shall be borne by Buyer to the extent provided in Section 7

8 of the Asset Purchase Agreement, and any dispute arising under or in connection with this Bill of Sale shall be subject to the dispute resolution and jurisdiction provisions set forth in the Asset Purchase Agreement

SECTION 7 — 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