THIS BILL OF SALE dated as _____________, 2022 from the Borough of Somerville, a public body corporate and politic in Somerset County in the State of New Jersey (the “Borough”) and ___________________, a ______________ Corporation with principal corporate offices at _________________________ (the “Buyer”).
WHEREAS, by an Agreement of Sale, dated ___________ ___, 2022 (the “Agreement”), between the Borough and the Buyer, the Borough has agreed to convey to the Buyer certain assets, properties, and rights defined, described, and referred to in the Agreement (collectively, the “Wastewater System”) which include those assets listed on the document attached hereto as Schedule I to Exhibit C, with the exception of those items expressly set forth on the document attached hereto as Schedule II to Exhibit C; and
WHEREAS, pursuant to due authorization, the Borough is presently executing and delivering this Bill of Sale to the Buyer for the purpose of selling and assigning to and vesting in the Buyer all of the right, title, and interest currently held by the Borough in and to the Wastewater System;
NOW THEREFORE, in consideration of the purchase price provided in the Agreement and other good and valuable consideration, and intending to be legally bound, the Borough hereby grants, sells, conveys, assigns, transfers, sets over to, and vests in the Buyer, its successors and assigns, all of its right, title and interest, legal and equitable, in and to the Wastewater System.
TO HAVE AND TO HOLD the same, including the appurtenances thereof, unto the Buyer, its successors and assigns, forever, to its and their own proper use and behoof.
Section 1. SALE OF SYSTEMS AS IS. Except as specifically set forth in the Agreement, the Wastewater System is being transferred “AS IS”, “WHERE IS”, and “WITH ALL FAULTS” as of the date of this Bill of Sale, without any representation or warranty whatsoever as to its condition, fitness for any particular purpose merchantability or any other warranty, express or implied. Except as specifically set forth in the Agreement, the Borough specifically disclaims and Buyer waives any warranty, guaranty or representation, oral or written, past or present, express or implied, concerning the Wastewater System. The Buyer is hereby thus acquiring the Wastewater System based solely upon the Buyer’s own independent investigations and inspections of that property and not in reliance upon any information provided by the Borough or the Borough's agents or contractors. The Borough has made no agreement to alter, repair, or improve any portion of the Wastewater System.
Section 2. APPLICABLE LAW. This instrument shall be governed by and enforced in accordance with the laws of the State of New Jersey.