("Agreement of Sale"); and
WHEREAS, to consummate such transaction, Seller and Buyer have agreed to enter
into this Bill of Sale on the terms and conditions set forth below.
NOW THEREFORE, in consideration of the mutual covenants and agreements set forth
herein, Seller and Buyer, intending to be legally bound, hereby agree as
follows:
Section (1)
Transfer of Equipment. For and in consideration of TEN DOLLARS
AND NO/100 ($10.00) and other good and valuable consideration stated in the
Agreement of Sale, the receipt and sufficiency of which is hereby acknowledged,
Seller hereby grants, sells, transfers, conveys, assigns and delivers unto
Buyer, to have and to hold forever, all of Seller's right, title and interest in
and to the Equipment together with all distributor's or manufacturer's
warranties and service contracts related to the Equipment. Buyer shall bear the
risk of loss on the Equipment from the Effective Date.
Section 2.
Disclaimer and Waiver of Warranties; Releases. BUYER TAKES THE
EQUIPMENT "AS IS" AND "WHERE IS," WITH ALL FAULTS, AND WITHOUT ANY WARRANTIES OR
REPRESENTATIONS FROM SELLER WHATSOEVER, EXPRESS OR IMPLIED, INCLUDING, BUT NOT
LIMITED TO, ANY WARRANTIES WITH RESPECT TO TITLE, CONDITION, OPERATION, DESIGN,
MAINTENANCE, REPAIR OR USEFULNESS OF THE EQUIPMENT OR THAT THE EQUIPMENT IS FIT
FOR ANY PARTICULAR PURPOSE OR ANY ORDINARY OR INTENDED USE. BUYER HEREBY
ACKNOWLEDGES AND AGREES THAT IT HAS EXAMINED, INSPECTED AND EVALUATED THE
EQUIPMENT AS OF THE EFFECTIVE DATE AND THAT IT IS RELYING SOLELY ON ITS OWN
EXAMINATION, INSPECTION AND EVALUATION OF THE EQUIPMENT AND NOT UPON ANY
WARRANTIES OR REPRSENTATIONS OF SELLER OR ANY OTHER PERSON OR ENTITY ACTING ON
BEHALF OF SELLER. SELLER HEREBY EXPRESSLY DISCLAIMS, AND BUYER HEREBY WAIVES AND
RELEASES SELLER FROM, ANY AND ALL IMPLIED WARRANTIES UNDER TEXAS LAW WITH
RESPECT TO TITLE, CONDITION, OPERATION, DESIGN, MAINTENANCE, REPAIR OR
USEFULNESS OF THE EQUIPMENT.
FURTHER TO THE FOREGOING, BUYER HEREBY FOREVER RELEASES AND DISCHARGES SELLER,
ITS AFFILIATES AND THE OWNERS, MEMBERS, MANAGERS, DIRECTORS, OFFICERS,
EMPLOYEES, AGENTS AND
{N3640570.3}
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REPRESENTATIVES OF EACH OF THE FOREGOING (COLLECTIVELY, THE "SELLER PARTIES"),
FROM ANY CLAIMS, DAMAGES, LOSSES, LIABILITIES, COSTS OR EXPENSES THAT BUYER MAY
INCUR OR HAVE AGAINST SELLER OR ANY OF THE OTHER SELLER PARTIES, IN CONNECTION
WITH, ARISING OUT OF, OR RELATED TO, DIRECTLY OR INDIRECTLY, THE USE, OWNERSHIP,
MAINTENANCE, REPAIR, DISPOSAL, SCRAPPING, CONDITION, OR DESIGN OF THE EQUIPMENT,
WHETHER IN CONTRACT OR TORT. BUYER HEREBY AGREES TO DEFEND, INDEMNIFY, AND HOLD
HARMLESS SELLER AND THE OTHER SELLER PARTIES, FROM AND AGAINST, ANY AND ALL
CLAIMS (INCLUDING ANY THIRD PARTY CLAIMS OR ANY CLAIMS FOR INCIDENTAL OR
CONSEQUENTIAL DAMAGES, LOSS OF PROFIT OR LOSS OF BUSINESS OPPORTUNITY), DAMAGES,
DEMANDS, LIABILITIES, LOSSES, COSTS OR EXPENSES (INCLUDING REASONABLE ATTORNEY'S
FEES) OF ANY KIND OR NATURE WHATSOEVER, ACCRUING FROM AND AFTER THE DATE HEREOF,
IN CONNECTION WITH, ARISING OUT OF, OR RELATED TO, DIRECTLY OR INDIRECTLY, (A)
THE USE, OWNERSHIP, MAINTENANCE, REPAIR, DISPOSAL, SCRAPPING, CONDITION, OR
DESIGN OF THE EQUIPMENT, (B) ANY PERSONAL INJURY (INCLUDING DEATH) TO OR DAMAGE
TO PROPERTY OF