Terms of Sale
(“Buyer”) hereby agree as follows:
1. Assets, Payment and Taxes.
1.1 The assets (“Assets”) being sold to Buyer pursuant to this Asset Sale Agreement (“Agreement”) are set forth on Exhibit A
1.2 The purchase price for each of the Assets is set forth in Exhibit A. Buyer will pick up the Assets from BSAT, at Buyer’s sole expense. Payment shall be made to BSAT at, or prior to, the time the Assets are made available by BSAT for pick up by Buyer. Appropriate methods of payment by Buyer to BSAT are Bank wire transfer, cash, certified check, cashier’s check or money order. No personal checks will be accepted. Title to and ownership of all Assets shall remain with BSAT until BSAT has received all amounts due in full under this Agreement.
1.3 Buyer shall pay and be responsible for any applicable sales, use or other taxes, and shall also reimburse BSAT for any taxes subsequently assessed and arising out or in any way related to this transaction.
2. Warranty and Limitation of Liability.
2.1 THE ASSETS SOLD AND DELIVERED HEREUNDER ARE SOLD “AS IS”, WITH ALL FAULTS, WITHOUT ANY AND ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR PARTICULAR PURPOSE AND NON-INFRINGEMENT OF THIRD PARTY RIGHTS.
2.2 BSAT SHALL NOT BE LIABLE FOR ANY SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES ARISING OUT OF THIS AGREEMENT OR ANY BREACH THEREOF, EVEN IF BSAT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. BSAT’S AGGREGATE LIABILITY FOR DAMAGES FOR ANY CAUSE WHATSOEVER UNDER THIS AGREEMENT IS LIMITED TO THE TOTAL PRICE PAID BY TRANSFEREE TO BSAT FOR PURCHASE OF THE ASSETS. FURTHER TRANSFEREE AGREES THAT NO ACTION, REGARDLESS OF THE FORM THEREOF, MAY BE BROUGHT BY OR ON BEHALF OF TRANSFEREE MORE THAN ONE YEAR AFTER THE CAUSE OF ACTION HAS ARISEN.
2.3. THERE ARE NO WARRANTIES WHICH EXTEND BEYOND THE DESCRIPTION ON THE FACE HEREOF.
3. No Returns, Repair, Replacement or Maintenance.
No returns of the Assets by Buyer will be accepted by BSAT pursuant to this Agreement. Further, BSAT shall not be obligated in any way to repair, replace or maintain any of the Assets. Buyer assumes full responsibility for the repair, replacement or maintenance of the Assets. TRANSFEREE AGREES THAT ALL SALES ARE FINAL.
4. Indemnity by Buyer.
Buyer agrees to indemnify and hold BSAT and its officers, directors, employees and agents harmless against all claims, liabilities, losses, damages and expenses (including, without limitation, attorneys’ fees and cost of suit) arising out of or relating to the transfer of Assets.
5. Governing Law and Jurisdiction.
This Agreement shall be construed in accordance with, and all disputes hereunder shall be governed by, the laws of the State of Illinois without regard to its conflict of laws rules. The parties hereby irrevocably consent and submit to the personal jurisdiction and venue of the United States District Court for the District of Illinois (DuPage County) for any action and for all purposes in connection with this Agreement, waive any defense based upon improper or inconvenient venue or lack of personal jurisdiction and consent that all services of process be made as provided for herein and directed to it at the address to which notices are to be sent under this Agreement, and service so made shall be deemed to be completed when received. The parties exclude in its entirety the application to this agreement of the United Nations Convention on Contracts for the International Sale of Goods.
6. Assignment.
This Agreement may not be assigned by Buyer without the prior written consent of BSAT.
7. Entire Agreement.
This Agreement and all Exhibits attached hereto contain the entire agreement between the parties regarding the subject matter hereof and supersede any and all prior or contemporaneous written or oral negotiations and agreements between them regarding the subject matter hereof. In no event shall any other terms and conditions be binding on BSAT or considered part of this Agreement. Any modifications or amendment to this Agreement shall be effective only if in writing and signed by Buyer and BSAT.
For valuable consideration, receipt of which is acknowledged, BSAT hereby grants, sells, transfers and assigns to Buyer, all of BSAT’s right, title and interest in the Assets listed in Exhibit A attached to the Assets Sale Agreement (the “Agreement”). THE SALE OF ASSETS SHALL BE ON AN “AS-IS” BASIS, AND BSAT MAKES NO REPRESENTATION OR WARRANTY WHATSOEVER REGARDING THE ASSETS, EITHER EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR INFRINGEMENT OF THIRD PARTY RIGHTS.
