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BILL OF SALE <br />JflNv� wy 11jol7 <br />This Bill of Sale ("Bill of Sale") is made effective as of ' `� - "`, "" ` by City of San <br />Marcos, San Marcos Electric Utility ("Seller" or "SMEU") and LCRA Transmission Services <br />Corporation, a nonprofit company of the Lower Colorado River Authority, a conservation and <br />reclamation district of the State of Texas, ("Purchaser" or "LCRA TSC"). <br />RECITALS <br />Seller has agreed to sell and transfer, and Purchaser has agreed to purchase and accept the Assets <br />described and listed in Schedule 1, Asset List which are owned by the Seller. <br />AGREEMENT <br />NOW, THEREFORE, in consideration of the premises and mutual covenants hereinafter set <br />forth, the parties agree as follows: <br />1. Transfer. For the sum of $7,126.95 and other good and valuable consideration, the receipt <br />of which is hereby acknowledged, Seller hereby sells, transfers and delivers to Purchaser all <br />tangible personal property described and set forth in Schedule 1 attached hereto and <br />incorporated herein, together with all and singular the rights and appurtenances thereto in any <br />way belonging, and Purchaser hereby purchases, accepts and acquires from Seller all such <br />tangible personal property. <br />2. Habendum. To have and to hold the said tangible personal property and such rights and <br />appurtenances unto Purchaser, its successors and assigns forever. <br />3. Seller's Representations. Seller hereby represents and warrants that it is the lawful owner <br />of all the tangible property set forth in Schedule 1, free and clear of all liens and that Seller <br />will warrant and defend the same against the claims and demands of any and all persons. <br />4. Further Assurances. Seller hereby covenants to at any time, and from time to time upon <br />written request, execute and deliver to Purchaser any new or confirmatory instruments and do <br />and perform any other acts that Purchaser may request in order to fully assign and transfer to <br />and vest in Purchaser and protect Purchaser's right, title and interest in and enjoyment of, all <br />the tangible personal property set forth in Schedule 1. <br />5. PURCHASER AND SELLER AGREE THAT THE PERSONAL PROPERTY IS SOLD <br />"AS IS" AND "WHERE IS". PURCHASER AND SELLER FURTHER REPRESENT AND <br />AGREE THAT NEITHER THE SELLER NOR ANY REPRESENTATIVE, AGENT OR <br />BROKER OF SELLER MAKES OR HAS MADE ANY EXPRESS OR IMPLIED <br />WARRANTIES OR REPRESENTATIONS OF ANY KIND OR NATURE WITH <br />RESPECT TO THE PERSONAL PROPERTY. THERE ARE NO IMPLIED <br />WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR <br />PURPOSE WITH RESPECT TO THE PERSONAL PROPERTY PURCHASED <br />HEREUNDER. SELLER SHALL IN NO EVENT BE RESPONSIBLE FOR THE <br />