Used Equipment Agreement And Bill Of Sale (Page 2 of 3) in pdf

operator’s use of the Equipment or the presence of same on Buyer's premises or on the

premises of any subsequent owner or operator thereof.



The defense of any other claim of Buyer or Buyer's or any subsequent owner or operator of

the Equipment or any other person related to the Equipment or this transaction.



Any breach of this Agreement by Buyer and any enforcement of this Agreement against

Buyer or any other person.

Buyer will pay all costs, damages, losses and expenses (including reasonable attorney's fees and costs)

incurred by the Indemnities for which Buyer indemnifies Seller hereunder and will pay any award with respect

to any such claim or agreed to in any settlement, provided that the Indemnitee notifies the Buyer of any claim or

suits for which it claims indemnification hereunder, tenders the defense of the same to Buyer and reasonably

cooperates in its defense or settlement. Buyer's indemnification hereunder extends to actions or omissions

of its employees, contractors, agents, successors and assigns and shall not be assignable or transferable

without written consent of Seller.

In the event of any breach of this Agreement and any enforcement of this Agreement in a

legal action, the prevailing party in such legal action shall be entitled to reimbursement for its reasonable

attorneys fees and other costs incurred in such legal action from the non-prevailing party. The court in such

a legal action will determine whether and which party prevailed in the legal action and may decide that

neither party prevailed in the legal action.

10.

This Agreement and Bill of Sale contains the complete final agreement between Buyer

and Seller concerning its subject matter. Reference to any communications from Buyer shall not affect the

terms and conditions hereof, and no other agreement or purchase order of Buyer in any way modifying any of

said terms and conditions will be binding upon Seller unless made in writing and signed by Seller's

authorized representative.

11.

From and after the Effective Date of this Agreement, Buyer assumes the entire responsibility

for compliance with all laws, ordinances and governmental regulations affecting the installation, operation, use,

possession or disposition of the Equipment, and Buyer is solely responsible for all sales or other taxes, duties,

license fees or charges of whatever nature assessed upon or related to the sale, transportation, use,

ownership, insurance, possession, maintenance, repair, replacement or disposition of the Equipment in this

transaction.

12.

This Agreement and any dispute arising under this Agreement shall be governed by Illinois

law, without reference to its conflicts of laws provisions, and venue for any matter relating to the subject of

this Agreement shall exclusively be in the State or Federal courts located in Illinois.

13.

Neither party shall be liable to the other party or any other person for any failure or delay in the

performance of any obligations under this Agreement due to events beyond its reasonable control including,

but not limited to, fire, storm, flood, earthquake, explosion, accident, acts of the public enemy, sabotage,

strikes, lockouts, labor disputes, work stoppages, transportation embargoes or delays, failure or shortage of

materials, supplies or machinery, acts of God, acts or regulations or priorities of the federal, state or local

government or/and agencies thereof.

USED EQUIPMENT AGREEMENT AND BILL OF SALE

DATED ________, 2013

BETWEEN PACTIV LLC, AS SELLER

AND ______________, AS BUYER

PAGE 2 OF 3

Used Equipment Agreement And Bill Of Sale Page 2

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