if any,
including any such Liabilities arising out of or resulting in connection with
the Closing and/or the consummation of the transactions contemplated by this
Bill of Sale, (j) any claims or Liabilities of, by, from or related to Entelos
UK, Eratosethes and/or Digitalself, or any of their creditors, employees and/or
shareholders, or (k) any Post-Petition Accounts Payable or Post-Petition
Employee Compensation (unless expressly assumed by Purchaser) (collectively, any
such obligations, the "Excluded Liabilities").
7.
No Representations or Warranties.
SELLER MAKES NO REPRESENTATIONS
OR WARRANTIES OF ANY KIND OR NATURE CONCERNING THE ACQUIRED ASSETS, WHETHER
EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, WITH RESPECT TO THE
ENVIRONMENTAL OR PHYSICAL CONDITION THEREOF, THE COMPLIANCE OF THE ACQUIRED
ASSETS WITH ANY LAWS, RULES OR REGULATIONS, THE MERCHANTABILITY OR SUITABILITY
OF THE ACQUIRED ASSETS FOR CURRENT USE OR PURCHASER'S PROPOSED USE, OR WITH
RESPECT TO THE QUALITY OR VALUE OF THE ACQUIRED ASSETS.
THE ACQUIRED ASSETS IS
BEING SOLD "AS IS, WHERE IS", WITH ALL FAULTS, WITHOUT RECOURSE OF ANY KIND OR
NATURE TO SECURED PARTY.
NOTWITHSTANDING THE FOREGOING, OR ANYTHING IN THIS
BILL OF SALE TO THE CONTRARY, SUBJECT TO ANY NECESSARY AUTHORIZATION FROM THE
BANKRUPTCY COURT (I) SELLER HAS FULL POWER AND AUTHORITY TO EXECUTE AND DELIVER
THIS BILL OF SALE AND THE ASSIGNMENT AGREEMENTS TO WHICH IT IS A PARTY AND TO
CONSUMMATE THE TRANSACTIONS CONTEMPLATED HEREBY AND THEREBY, (II) SELLER HAS, OR
AT THE CLOSING WILL HAVE, THE RIGHT TO DELIVER TO PURCHASER GOOD AND MARKETABLE
TITLE TO, OR A VALID LEASEHOLD INTEREST IN, ALL OF THE ACQUIRED ASSETS FREE AND
CLEAR OF ALL LIENS, CLAIMS AND INTERESTS, AND (III) SELLER (A) OWNS AND
POSSESSES ALL RIGHT, TITLE AND INTEREST IN AND TO (OR HAS THE RIGHT TO USE
PURSUANT TO A LICENSE OR OTHER PERMISSION) THE INTELLECTUAL PROPERTY; (B) HAS NO
OBLIGATION TO COMPENSATE ANY PERSON FOR THE RIGHT TO USE ANY OF THE INTELLECTUAL
PROPERTY (EXCEPT, IN THE CASE OF INTELLECTUAL PROPERTY THAT IS LICENSED, FOR
OBLIGATIONS PURSUANT TO THE APPLICABLE LICENSE AGREEMENT); (C) HAS NOT GRANTED
TO ANY PERSON ANY LICENSE, OPTION OR OTHER SIMILAR RIGHTS IN OR TO ANY OF THE
INTELLECTUAL PROPERTY, EXCEPT FOR THE LICENSES AGREEMENTS IDENTIFIED ON SCHEDULE
C TO THIS BILL OF SALE; (D) HAS NOT RECEIVED ANY WRITTEN NOTICE FROM ANY PERSON
THAT CHALLENGES THE VALIDITY OR ENFORCEABILITY OF ANY OF THE INTELLECTUAL
PROPERTY; (E) HAS NOT RECEIVED ANY NOTICE FROM ANY PERSON CHALLENGING SELLER'S
OWNERSHIP OF, OR RIGHT TO USE, ANY OF THE INTELLECTUAL PROPERTY; AND (F) TO THE
KNOWLEDGE OF SELLER, NO PERSON IS INFRINGING UPON OR HAS MISAPPROPRIATED ANY OF
THE INTELLECTUAL PROPERTY.
3
8.
Governing Law. The validity of this Bill of Sale, and the
construction, interpretation and enforcement hereof, shall be governed by and
shall be construed and interpreted in accordance with the laws of the State of
California (without giving effect to principles of conflicts of law).
9.
Counterparts.
This Bill of Sale may be executed in multiple
counterparts, each of which when executed