WARRANTIES OF ANY KIND OR NATURE WHATSOEVER
(INCLUDING WARRANTIES OF HABITABILITY AND FITNESS FOR PARTICULAR PURPOSE),
WHETHER EXPRESSED OR IMPLIED, INCLUDING BUT NOT LIMITED TO WARRANTIES WITH
RESPECT TO THE FURNITURE OR THE SUITABILITY OF THE FURNITURE FOR SALESFORCE'S
INTENDED USE. SALESFORCE FURTHER ACKNOWLEDGES THAT VIGNETTE IS CONVEYING THE
FURNITURE "AS IS" AND IN ITS PRESENT CONDITION AND THAT SALESFORCE IS NOT
RELYING UPON ANY REPRESENTATION OF ANY KIND OR NATURE MADE BY VIGNETTE OR BY
VIGNETTE'S AGENTS WITH RESPECT TO THE FURNITURE. BY ACCEPTANCE OF THIS BILL OF
SALE, SALESFORCE ACKNOWLEDGES THAT SALESFORCE'S OPPORTUNITY FOR INSPECTION AND
INVESTIGATION OF THE FURNITURE HAS BEEN ADEQUATE TO ENABLE SALESFORCE TO MAKE
SALESFORCE'S OWN DETERMINATION WITH RESPECT TO THE FURNITURE; AND SALESFORCE,
FOR ITSELF AND ITS SUCCESSORS AND ASSIGNS, FURTHER WAIVES, RELEASES AND
DISCHARGES ALL CLAIMS IT NOW HAS, MIGHT HAVE HAD OR MAY HEREAFTER HAVE, AGAINST
VIGNETTE AND ITS SUCCESSORS AND ASSIGNS, WITH RESPECT TO THE CONDITION, EITHER
PATENT OR LATENT, OF THE FURNITURE.
5. Vignette shall execute and deliver such further instruments of sale,
conveyance, transfer and assignment and take such other actions reasonably
requested by Salesforce in order to more effectively bargain, sell, assign,
transfer, convey to and vest in Salesforce all rights and title to the Furniture
sold to Salesforce, as specified herein.
6. Vignette represents and warrants to Salesforce that as of the Effective Date
Vignette has good, valid and marketable title to all of the Furniture and has
transferred to and vested in Salesforce good and marketable title to each item
of the Furniture herein conveyed, free and clear of any and all options, liens,
mortgages, pledges, security interests, prior assignments, encumbrances,
covenants, restrictions, claims and any other matters affecting title. Vignette
warrants that it has full power and authority to sell the Furniture. Vignette is
hereby conveying the Furniture to Buyer, to have and to hold, absolutely and
unconditionally, and Vignette does hereby bind itself, its successors and
assigns, to warrant and defend the title to such Furniture to Salesforce and its
successors and assigns against every person making claim thereto forever.
7. All additions and modifications to this Agreement must be made in writing
referencing this Agreement and must be signed by both parties. This Agreement
supersedes all prior discussions and
writings and constitutes the entire agreement with respect to the subject matter
thereof. This Agreement shall be governed by and interpreted in accordance with
the laws of the State of California, without regard to its choice of law rules.
8. This Agreement inures to the benefit of and is binding upon the successors
and assigns of the parties hereto.
9. This Agreement may be executed in a number of identical counterparts which,
taken together, constitute collectively one agreement.
10. If any legal proceeding is initiated by either party to enforce or interpret
this Agreement, or otherwise on the basis of an alleged breach thereof, the
prevailing party in any such proceeding, in an appeal (if any) therefrom and/or
in a proceeding (if