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and any limitations thereof, and the terms and conditions of the APA are hereby incorporated by
<br /> reference and made a part hereof.
<br /> TO HAVE AND TO HOLD, the entire right, title and interest of the Seller in and to the
<br /> assets hereby sold,transferred, conveyed and assigned to the Buyer, its successors and assigns,to
<br /> and for its and their own use and benefit forever.
<br /> Effective as of effective 12:01 a.m. on October 1, 2016, (i) Seller hereby sells, assigns,
<br /> conveys and transfers to Buyer the rights, title and interest of Seller under each of the monitoring
<br /> and/or equipment service agreements in place with Seller and a customer in connection with any
<br /> of the Accounts (collectively, the "Assigned Contracts"), and (ii) Buyer hereby assumes and
<br /> agrees to be responsible for the payment, performance and discharge of obligations of Seller
<br /> related to or arising under the Assigned Contracts; in all cases, upon the terms and subject to the
<br /> conditions contained herein and in the APA.
<br /> Buyer hereby assumes, as of effective 12:01 a.m. on October 1, 2016, and agrees to pay,
<br /> perform, and discharge when and as due the following liabilities and obligations of Seller (the
<br /> "Assumed Liabilities"):
<br /> All liabilities and obligations of the Seller under the Assigned Contracts,
<br /> including to continue to make available the required goods and services for the
<br /> Accounts, but only as to matters and events which arise and accrue for periods on
<br /> and after October 1, 2016 (and specifically not including any indemnities,
<br /> liabilities, or other obligations of the Seller for matters or events on or prior to the
<br /> Date of Closing) related to the Accounts. The Buyer does not assume any other
<br /> liability or obligation to pay, satisfy, discharge, perform or fulfill any debts,
<br /> obligations, contracts, leases or liabilities of the Seller with respect to the assets
<br /> transferred hereunder, except as specifically set forth herein or in the APA, which
<br /> shall govern in the event of a conflict with this document.
<br /> The Buyer does not assume any other liability or obligation to pay, satisfy, discharge, perform or
<br /> fulfill any debts, obligations, contracts, leases or liabilities of the Seller with respect to the assets
<br /> transferred hereunder, except as specifically set forth in the APA, which shall govern in the event
<br /> of a conflict with this document.
<br /> This Bill of Sale, Assignment and Assumption Agreement may be executed in two
<br /> counterparts, each of which shall be deemed an original, but both of which shall constitute one
<br /> and the same instrument. Capitalized terms not defined herein shall have the meanings given
<br /> such terms in the APA. This Bill of Sale, Assignment and Assumption Agreement shall be
<br /> binding upon and inure to the benefit of the parties hereto and to their respective successors and
<br /> assigns.
<br /> GOVERNING LAW; JURISDICTION; WAIVER OF JURY. THIS BILL OF SALE SHALL
<br /> BE GOVERNED BY, CONSTRUED AND ENFORCED IN ACCORDANCE WITH THE
<br /> LAWS OF THE STATE OF MINNESOTA, WITHOUT REFERENCE TO THE CONFLICTS
<br /> OF LAWS RULES OF THAT OR ANY OTHER JURISDICTION, EXCEPT THAT FEDERAL
<br /> LAWS SHALL ALSO APPLY TO THE EXTENT RELEVANT. VENUE AND EXCLUSIVE
<br /> JURISDICTION FOR ANY DISPUTES SHALL BE IN THE MINNESOTA STATE COURTS,
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