Schedule # - Form of Bill of Sale
At the Closing, [[Organization A:Organization]] shall deliver to Purchaser the following: # a Bill of Sale in the form of Exhibit B attached hereto (“Bill of Sale”) and duly executed by [[Organization A:Organization]]; # an Assignment and Assumption Agreement in the form of Exhibit C attached hereto (“Assignment and Assumption Agreement”) duly executed by [[Organization A:Organization]]; # the Consulting Agreement in the form of Exhibit D attached hereto (“Consulting Agreement”) duly executed by [[Person A:Person]]; # the Management Agreement duly executed by [[Organization A:Organization]]; # a certificate of the Chief Executive Officer (or equivalent officer) of [[Organization A:Organization]] certifying that attached thereto are true and complete copies of all resolutions adopted by the governing body of [[Organization A:Organization]] authorizing the execution, delivery and performance of this Agreement and the other Transaction Documents and the consummation of the transaction contemplated hereby and thereby, and that all such resolutions are in full force and effect and are all resolutions adopted in connection with the transactions contemplated hereby and thereby certifying the names and signatures of the officers of [[Organization A:Organization]] authorized to sign this Agreement, the Transaction Documents and the other documents to be delivered hereunder and thereunder; and # Employment Agreements between the Purchaser and each of Mike Denny, Randy Valentine, and (“Employees”) in the form of Exhibit F attached hereto (“Employment Agreements”), duly executed by the Employees.
This Assignment, Bill of Sale and Conveyance (the Assignment), effective as of September 1, 2015, at 12:01 a.m., Central Time (the Effective Date), is made by and between JayHawk Energy, Inc., a Nevada corporation (Assignor), whose address is 611 E Sherman Ave, Coeur DAlene 83814 and Vast Holdings, LLC a Nevada limited liability company (Assignee), whose address is 10119 W. Lariat Lane, Peoria, AZ 85383.
Bill of Sale BILL OF SALE FOR VALUE RECEIVED, the undersigned, , (“”), does hereby sell, transfer and assign to , (“”), the following items or personal property “AS IS” and “WITH ALL FAULTS” without warranty, express or implied, except as stated below:
Assignment and Assumption of Assumed Liabilities. Subject to the terms and conditions set forth in this Agreement and the Sale Order, effective as of the Closing Date, Purchaser shall assume from Sellers and thereafter be responsible for the payment, performance or discharge of the following Liabilities of Sellers (in accordance with their respective terms) to the extent arising under the Acquired Assets and Seller shall irrevocably convey, transfer and assign to Purchaser the following Liabilities (all such Liabilities assumed pursuant to this [Section 2.3] shall be referred to as the “Assumed Liabilities”):
A Bill of Sale to the Personalty duly executed by Seller.
subject to Section 2.6, all cure costs required to be paid pursuant to the Sale Order and section 365 of the Bankruptcy Code in connection with the assumption and assignment
A Bill of Sale in the form attached hereto as [Schedule 2];
A bill of sale in the form of [Exhibit B] executed by Seller.
“Assignment and Assumption” means an Assignment and Assumption substantially in the form of [Exhibit F] hereto.
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