price or
value of the Personal Property purchased hereunder or its use or operation, or
any other taxes levied against and solely based upon this Agreement, or the
execution, filing, recording or performance thereof. The term "direct taxes" as
used herein, shall include all taxes (except taxes related to the income of
Seller), charges and fees levied, assessed or charged by any local, state or
federal taxing authority. Nothing contained herein shall be construed to impose
any obligation upon Buyer with respect to any tax obligation relating to the
Personal Property that accrued prior to the Execution Date.
2. WARRANTY OF TITLE, TRANSFER AND ASSIGNMENT
2.1.
Subject to the terms and provisions contained herein and Seller's
receipt of the Purchase Price, as of the Effective Date, Seller transfers and
conveys to Buyer all of its right, title and interest, if any, in and to the
Personal Property. Buyer accepts the transfer and conveyance of the right, title
and interest of Seller in and to the Personal Property subject to the provisions
contained herein.
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2.2.
SELLER, HEREBY REPRESENTS AND WARRANTS TO BUYER THAT SELLER HAS THE FULL
RIGHT, POWER AND AUTHORITY TO SELL AND TRANSFER THE PERSONAL PROPERTY AND TO
MAKE, EXECUTE AND DELIVERY THIS BILL OF SALE, AND THAT SELLER HOLDS TITLE TO ALL
OF SUCH PERSONAL PROPERTY FREE AND CLEAR OF ALL LIENS, ENCUMBRANCES AND OTHER
INTERESTS OF THIRD PARTIES. SELLER SHALL WARRANT AND DEFEND THE TITLE TO THE
PERSONAL PROPERTY CONVEYED TO BUYER AGAINST THE LAWFUL CLAIMS AND DEMANDS OF ALL
PERSONS.
3. INSPECTION OF THE PERSONAL PROPERTY
3.1.
Buyer has inspected the Personal Property and determined that it is
acceptable to Buyer. Seller has not made, and shall not be bound by, any
statements, agreement, or representations regarding the Personal Property not
specifically set forth herein, unless the same are reduced to writing and signed
by Seller.
4. NO WARRANTY FOR MERCHANTABILITY AND FITNESS
4.1.
EXCEPT AS EXPRESSLY PROVIDED ABOVE IN SECTION 2, BUYER AGREES THAT SELLER
MAKES NO WARRANTIES, EXPRESSED AND IMPLIED AND ALL WARRANTIES OF ANY KIND,
INCLUDING ANY EXPRESSED OR IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR
PURPOSE OR CONDITION OF SAME, ARE HEREBY EXCLUDED BOTH AS TO THE PERSONAL
PROPERTY AND AS TO MAINTENANCE OR REPAIR WORK PERFORMED BY SELLER, IF ANY, ON
THE PERSONAL PROPERTY AND BUYER HEREBY ACCEPTS THE PERSONAL PROPERTY ON AN "AS
IS" "WHEREIS" BASIS WITH ALL FAULTS. IT IS EXPRESSLY AGREED THAT SELLER SHALL
HAVE NO RESPONSIBILITY TO REPAIR, MAINTAIN, REPLACE, OR OTHERWISE CARE FOR THE
PERSONAL PROPERTY AFTER THE EFFECTIVE DATE. AS MAY BE REQUIRED BY LAW SELLER AND
BUYER AGREE THAT THE DISCLAIMERS OF WARRANTIES AS CONTAINED IN THIS PARAGRAPH
ARE CONSPICUOUS.
5. INDEMNIFICATION RELEASE AND COVENANT NOT TO SUE
5.1.
AS AN INDUCEMENT TO, AND AS FURTHER CONSIDERATION FOR SELLER AGREEING TO
SELL THE PERSONAL PROPERTY TO BUYER UPON THE TERMS AND CONDITIONS SET FORTH IN
THIS AGREEMENT, BUYER COVENANTS AND AGREES THAT IT SHALL FOREVER RELEASE SELLER,
COVENANT NOT TO SUE FROM AND