Asset Purchase Agreement. This Agreement is being executed and delivered pursuant to and is subject in all respects to the terms and conditions of the Asset Purchase Agreement, and all of the representations, warranties, covenants and agreements of the Seller and Buyer contained therein, all of which shall survive the execution and delivery of this Assignment Agreement in accordance with the terms of the Asset Purchase Agreement. Nothing in this Agreement shall, or shall be deemed to, defeat, limit, alter or impair, enhance or enlarge any right, obligation, claim or remedy created by the Asset Purchase Agreement. In the event of a conflict between this Agreement and the Asset Purchase Agreement, the Asset Purchase Agreement shall control and prevail.

Asset Purchase Agreement. This AgreementBill of Sale is being executed and delivered pursuant to Section 2.09(a)(i) of the Asset Purchase Agreement and is subject in all respects to the terms and conditions of the Asset Purchase Agreement, and all of the representations, warranties, covenants and agreements of the Seller and Buyer contained therein, all of which shall survive the execution and delivery of this Assignment Agreement in accordance with the terms of the Asset Purchase Agreement. Nothing in this Agreement shall,contained herein shall supersede, amend, alter or modify (nor shall it be deemed to, defeat, limit,or construed to supersede, amend, alter or impair, enhancemodify) any of the terms or enlarge any right, obligation, claim or remedy created byconditions of the Asset Purchase Agreement.Agreement in any manner whatsoever. In the event of aany conflict between the provisions of this AgreementBill of Sale and the provisions of the Asset Purchase Agreement, the provisions of the Asset Purchase Agreement shall control and prevail.

Terms of Asset Purchase Agreement. This Agreement is being executed and delivered pursuant to and is subjectControl. Nothing contained in all respects tothis Agreement shall in any way supersede, modify, replace, amend, change, rescind, waive, exceed, expand, enlarge, or in any way affect the terms and conditionsprovisions of the Asset Purchase Agreement, including the warranties, covenants, agreements, conditions and all of the representations, warranties, covenants and agreements of the Seller and Buyerrepresentations contained therein, all of which shall survive the execution and delivery of this Assignment Agreement in accordance with the terms of the Asset Purchase Agreement. Nothing in this Agreement shall, or shall be deemed to, defeat, limit, alter or impair, enhance or enlarge any right, obligation, claim or remedy created by the Asset Purchase Agreement. In the event of a conflict between this Agreement and the Asset Purchase Agreement, the Asset Purchase Agreement shall controland, in general, any of the rights and prevail.remedies, and any of the obligations and indemnifications, of Assignor or Assignee set forth in the Asset Purchase Agreement.