Sample Bill of Sale

8/4/2019 Sample Bill of Sale

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1EXHIBIT A

BILL OF SALE AND ASSIGNMENT

BILL OF SALE AND ASSIGNMENT, dated as of February___, 2009 (this

Bill ofSale and Assignment), from THE PARENT COMPANY, a Coloradocorporation

(Parent), ETOYS DIRECT, INC., a Colorado corporation (eToys Direct), ETOYS

DIRECT1, LLC, a Delaware limited liability company (eToys 1), ETOYS DIRECT 2, LLC, a

Delaware limited liability company (eToys 2), ETOYS DIRECT 3, LLC, a Delaware

limited

liability company (eToys 3), BABYUNIVERSE, INC., a Colorado corporation(BabyUniverse), POSHTOTS, INC., a Colorado corporation (PoshTots),

DREAMTIME

BABY, INC., a Colorado corporation (Dreamtime), MY TWINN, INC., a Coloradocorporation (My Twinn), GIFT ACQUISITION, L.L.C., a Delaware limited liability

company

(Gift, and collectively with Parent, eToys Direct, eToys 1, eToys 2, and eToys 3,BabyUniverse, PoshTots, Dreamtime, and My Twinn, Sellers), and Ali Wing, Inc., a

Delaware

corporation (Buyer).W I T N E S S E T H:

WHEREAS, Seller and Buyer have entered into an AssetPurchaseAgreement,dated as of February 2, 2009 (the AssetPurchaseAgreement; unless otherwisedefined herein,

capitalized terms shall be used herein as defined in the AssetPurchaseAgreement); and

WHEREAS, the execution and delivery of this Bill ofSale and Assignment by

Seller is a condition to the obligations of Buyer to consummate the transactionscontemplated by

the AssetPurchaseAgreement.

NOW, THEREFORE, for good and valuable consideration to Seller, receipt ofwhich is hereby acknowledged, and pursuant to the AssetPurchaseAgreement, Seller,

intending

to be legally bound hereby, hereby agrees as follows:

1. Sale and Assignment of Assets and Properties.

(a) Seller does hereby sell,assign, transfer, convey, grant, bargain, set over, release, deliver, vest and confirm unto

Buyer, its successors and assigns, forever, the entire right, title and interest of Seller in

and to the following property and assets (the Assets):
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(a) all Purchased Intellectual Property;

(b) all Documents that are used in, held for use in or intended to be used in, or that ariseout of, the Business, including Documents relating to Products, services, marketing,

advertising, promotional materials, Purchased Intellectual Property, customer files and

documents (including all customer contact and credit information not included in 2.1(c)below in any form), supplier lists, records, literature and correspondence, whether or not

physically located on any of the premises referred to in clause (d) above, but excluding

(i) personnel files for Employees of Sellers who are not Transferred Employees, (ii) suchfiles as may be required under applicable Law regarding privacy, and (iii) any Documents

exclusively related to any Excluded Assets; and

(c) subject to the provisions of Section 363(b)(1)(A) of the Bankruptcy Code, allgoodwill and other intangible assets associated with the Business, including customer and

supplier lists (whether paper, electronic or otherwise) and the goodwill associated with

the Purchased Intellectual Property owned by Sellers.

2. Assets and Properties Not Sold and Assigned. The Assets shall exclude the following

assets owned by Seller (the Excluded Assets):

(a) all cash, cash equivalents, bank deposits or similar cash items of Sellers;

(b) the Cash Payment;

(c) all of Sellers deposits or prepaid charges and expenses paid exclusively in connectionwith or relating exclusively to any Excluded Assets;

(d) all Excluded Contracts;

(e) any accounts receivable and proceeds arising exclusively out of or exclusively inconnection with any Excluded Contract or Excluded Asset; and all of Sellers rights

under this Agreement and/or other documents and agreements executed in connection

with the transactions provided for herein;(f) all intercompany obligations, liabilities and Indebtedness, including any note

Indebtedness, owed to or by Sellers to or by any Affiliates of Sellers;

(g) any Intellectual Property rights of Sellers other than the PurchasedIntellectualProperty;

(h) any (i) confidential personnel and medical records pertaining to any

Employee; (ii) other books and records that Sellers is required by Law to retain or that

Sellers determine are necessary or advisable to retain including, without limitation, TaxReturns, financial statements, and corporate or other entity filings; provided, however,

that Buyer shall have, to the extent allowed by applicable Law, the right to make copies

of any portions of such retained books and records that relate to the Business or any ofthe Purchased Assets; (iii) minute books, stock or membership interest records and

corporate seals; and (iv) documents relating to proposals to acquire the Business by

Persons other than Buyer;(i) any claim, right or interest of Sellers in or to any refund, rebate, abatement or other

recovery for Taxes of Sellers, together with any interest due thereon or penalty rebate

arising therefrom, and all Tax credits and other Tax attributes of Sellers;


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(j) any rights, claims or causes of action of Sellers against third parties relating to assets,

properties, business or operations of Sellers arising out of events occurring on or prior to

the Closing Date and causes of action under Chapter 5 of Title 11 of the United StatesCode, and proceeds deriving therefrom;

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3(k)

any equity interests in any subsidiaries of Sellers; and

(l)all accounts receivable of Sellers other than (i) any accounts receivable

arising exclusively out of or exclusively in connection with any Excluded Contract or

Excluded

Asset; and (ii) intercompany accounts receivable (intercompany accounts receivable

being

deemed to be Excluded Assets);

(m) all inventory used in connection with the Business;

(n)all deposits (including, with respect to Purchased Assets, customer

deposits and security deposits for rent, electricity, telephone or otherwise) and otherprepaid

charges and expenses of Sellers as they relate to Purchased Assets; and excluding any

deposits orprepaid charges and expenses paid exclusively in connection with or relating exclusively

to any

Excluded Assets;(o)

all rights of Sellers under any Real Property Lease, together with Sellers

interests in and to all improvements and fixtures under each such Real Property Lease,and otherappurtenances thereto, and Sellers rights in respect thereof;

(p)

all Furniture and Equipment (excluding any Furniture and Equipment heldby any Seller pursuant to a lease, rental agreement, contract or similar arrangement

where Buyer

does not assume the underlying lease, rental agreement, contract or similar arrangementat

Closing);

(q)

all Purchased Contracts;(r)

all Permits used by Sellers in the Business, to the extent transferable;

(s)all supplies owned by Sellers and used in connection with the Business;

(t)

all insurance policies or rights to proceeds thereof relating to the


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Purchased Assets (other than any directors and officers insurance policy, which shall be

an

Excluded Asset); provided that Sellers shall be named as additional insureds, and retainthe right

to coverage for liability and costs of defense, on liability, products liability and errors and

omissions insurance coverage under existing policies for pre-Closing occurrences withrespect to

the Purchased Assets;

(u)all rights of Sellers under non-disclosure or confidentiality, non-compete,

or non-solicitation agreements with employees and agents of Sellers or with third parties

to the

extent relating to the Business or the Purchased Assets (or any portion thereof);(v)

all rights of Sellers under or pursuant to all warranties, representations,

indemnities and guarantees made by suppliers, manufacturers and contractors to the

extentrelating to Products sold, or services provided, to Sellers or to the extent affecting any

PurchasedAssets other than any warranties, representations and guarantees pertaining to any

Excluded

Assets;

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(w) all of Sellers rights to rebates and discounts payable by manufacturers,vendors, suppliers or others in connection with the Purchased Assets.

3.

Power of Attorney. Seller hereby constitutes and appoints Buyer, itssuccessors and assigns, the true and lawful attorney and attorneys of Seller, with fullpower of

substitution, in the name of Buyer or in the name and stead of Seller, but on behalf of, for

thebenefit and at the expense of Buyer, its successors and assigns:

(i)

to collect, demand and receive any and all Assets hereby sold andassigned to Buyer or intended so to be and to give receipts and releases for and in respect

of the

same;

(ii) to institute and prosecute any and all actions, suits or proceedings,at law, in equity or otherwise, which Buyer may deem proper in order to collect, assert or

enforce

any claim, right or title of any kind in or to the Assets hereby sold and assigned to Buyeror

intended so to be, to defend or compromise any and all actions, suits or proceedings in

respect of


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any of the Assets, and to do all such acts and things in relation thereto as Buyer shall

deem

advisable;(iii) to take any and all other reasonable action designed to vest more

fully in Buyer the Assets hereby sold and assigned to Buyer or intended so to be and in

order toprovide for Buyer the benefit, use, enjoyment and possession of such Assets; and

(iv) to do all reasonable acts and things in relation to the Assets hereby

sold and assigned.Seller acknowledges that the foregoing powers are coupled with an interest and shall be

irrevocable by it or upon its subsequent dissolution or in any manner or for any reason.

Buyer

shall be entitled to retain for its own account any amounts collected pursuant to theforegoing

powers, including any amounts payable as interest with respect thereto. Seller shall from

time to

time pay to Buyer, when received, any amounts which shall be received directly orindirectly by

Seller (including amounts received as interest) in respect of any Assets sold and assignedto

Buyer pursuant hereto.

4.

Obligations and Liabilities Not Assumed.Nothing expressed or implied in this Bill of

Sale and Assignment shall be deemed to be an assumption by Buyer of any Liabilities of

Seller other than the Assumed Liabilities. Buyer does not by this Bill ofSale and

Assignment assume or agree to pay, perform or discharge any Liabilities of Seller of anynature, kind or description whatsoever.

5. No Third Party Beneficiaries. This Bill ofSale and Assignment shall bebinding upon and inure solely to the benefit of the parties hereto and their permitted

assigns and nothing herein, express or implied, is intended to or shall confer upon any

other Person any legal or equitable right, benefit or remedy of any nature whatsoever,under or by reason of this Bill ofSale and Assignment.

6. Assignment. This Bill ofSale and Assignment may not be assigned by operation of

Law or otherwise without the express written consent of Seller and Buyer (which consentmay be granted or withheld in the sole discretion of Seller or Buyer); provided, however,

that Buyer may assign this Bill ofSale and Assignment to an Affiliate of Buyer without

the consent of Seller.

7. Governing Law. This Bill ofSale and Assignment shall be governed by, and construed

in accordance with, the laws of the State of Delaware.

IN WITNESS WHEREOF, Seller has caused this Bill ofSale and Assignment to be

executed as of the date first written above by its officer thereunto duly authorized.

[SELLER CO.]


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By

Name:

Title:[Corporate Seal]

Attest:

ByName:

Title:

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DELAWARE

)) ss.:

COUNTY OF [____________]

)

On that [__] day of February 2009, before me personally came [name of

executing officer] to me known, who, being by me duly sworn, did depose and say heresides at

[address of executing officer]; and that he is [title of executing officer] of [Seller Co.], a[jurisdiction of organization] corporation and the corporation described in and which

executed

the foregoing instrument, and that he had the authority to sign his name thereto on behalfof said

corporation.

Notary Public[Notarial Seal]

ANNEX A

INTELLECTUAL PROPERTYPage 8

ANNEX B

PERMITS