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Bill of Sale Form

This Bill of Sale made on ____________ (Date), by and between ______________       ("Seller") and  _______________________________ ("Buyer").

Whereas the Seller wishes to sell and the Buyer wishes to buy the property, assets and undertaking described in Exhibit 1 attached (collectively the "Assets") for the consideration and on the terms and conditions set forth below:

Therefore, this Bill of Sale witnesses that for good and valuable consideration now paid by the Buyer to the Seller at or before the execution and delivery of this Bill of Sale, the receipt and sufficiency of which is acknowledged, the Seller grants, bargains, sells, assigns, transfers, conveys and sets over to the Buyer the Assets, upon and subject to the following terms and conditions:

1.    The Seller covenants, warrants and represents that:

(a)    Seller has good and marketable title to the Assets, free and clear of any mortgage, charge, security interest, lien, claim, charge or other encumbrance of any nature or kind whatsoever;

    (b)     Seller has the authority to sell the Assets to the Buyer;

(c)    Buyer shall, immediately after execution and delivery of this Bill of Sale, have quiet and peaceful possession and enjoyment of the Assets for its own use and benefit without any manner of hindrance, interruption, molestation, claim or demand whatsoever of, from or by the Seller or any person;

   (d)   Seller will, from time to time and at all times hereafter, on every reasonable request of the Buyer, make, do and execute or cause to be made, done and executed all further acts, deeds or assurances as may be reasonably required by the Buyer for more effectually and completely vesting in the Buyer the Assets;

         (e)   Seller to indemnify and save harmless the Buyer from all costs, damages, expenses and other losses resulting or arising from the breach or untruth of any covenant, warranty or representation made or given by the Seller hereunder.

2.    This Bill of Sale shall inure to the benefit of the successors and assigns of the Buyer.

____________________                    ____________________
Seller                                Buyer

Date: _______________

Exhibit 1:  The Collective Assets Referenced in this Bill of Sale