Assets Being Sold. Subject to the terms and conditions of this Agreement, at Closing, Seller shall sell, transfer, assign, convey and deliver to Buyer, its successors and assigns forever, all of the right, title, and interest of Seller in and to the assets listed below in the Territory (collectively, the "Assets") and Buyer shall assume all of the right, title, and interest of Seller in and to the Assets and, all of the liabilities, obligations and responsibilities associated therewith. Except as expressly stated herein, Seller does not intend to convey and Buyer does not intend to purchase the right, title and interest of Seller in and to any assets not listed in this Article 2 or which may be outside of the Territory, or the obligations and responsibilities associated therewith.
Assets Being Sold. Upon the terms and subject to the conditions of this Agreement, on the Closing Date (as defined in Section 3.01), Seller shall sell, convey, assign and transfer to Purchaser, and Purchaser shall purchase and acquire from Seller, all of Seller's right, title and interest in and to all of the following assets of Seller comprising the Business, other than the Excluded Assets (as defined in Section 1.02), all as and to the extent they shall exist on the Closing Date (such assets collectively referred to herein as the "Assets"):
Assets Being Sold. Upon the terms and subject to the Conditions to Closing (as defined in Section 3.4 below), Seller is selling, conveying, assigning and transferring to Purchaser, and Purchaser is purchasing and acquiring from Seller, all of Seller’s right, title to and interest in all of the properties, rights and assets of Seller, wherever situated, of every kind, nature and description, tangible or intangible, constituting part of the Business, whether arising by contract, law or otherwise, except for the Excluded Assets (as hereinafter defined), all as the same shall exist on the Closing Date (such assets being referred to collectively as the “Assets”), including, without limitation, the following:
Assets Being Sold. Subject to the terms and conditions of this Agreement, at Closing, Seller shall sell, transfer, assign, convey and deliver to Buyer, its successors and assigns forever, to the extent contemplated herein, all of the right, title, and interest of Seller in the assets listed below in the Territory (collectively, the "Assets"), the Syntex NADAs, the Synacort Assets, and the Additional Trademarks, and Buyer shall assume all rights, title, and interest of Seller in the Assets, the Syntex NADAs, the Synacort Assets, and the Additional Trademarks.
Assets Being Sold. Subject to the terms and conditions of this Agreement, the Seller is selling, assigning, and delivering the Assets to the Buyer at the closing provided for in Section 1.03 hereof (the "Closing"), free and clear of all liens, charges, claims, or encumbrances of whatsoever nature, other than as described in Section 3.11 of this Agreement.
Assets Being Sold. The assets being sold consist of:
Assets Being Sold. Seller hereby sells, assigns and transfers to Buyer, and Buyer purchases and acquires from Seller, all of the assets and business of Seller (but excluding the assets referred to in section 1.2), including, but not limited to, the following:
Assets Being Sold. Upon the terms and subject to the conditions set forth in this Agreement, Seller agrees to sell and MTS and Buyer agree to purchase, at the Closing (as defined in Section 7.01 hereof), certain of the assets of Seller related to the Business as they shall exist on the Closing Date (as defined in Section 7.01 hereof), except for the Retained Assets (as defined in Section 1.02 hereof), consisting of the following assets (the "Purchased Assets"):
Assets Being Sold. Subject to the terms and conditions of this Agreement, at Closing, Seller shall sell or, as the case may be, shall cause certain Affiliates of Seller to sell to Buyer or Buyer's Affiliates all of Sellers and its Affiliate's assets and rights relating to the Business in the Territory with full and beneficial title, i.e. all of Seller and its Affiliates rights, title, and interest in the assets listed in this Agreement (collectively the "Assets") and Buyer or Buyer's Affiliates shall assume all rights, title and interest of Seller in the Assets and all obligations and responsibilities associated therewith as stated in this Agreement. In order to consummate the transaction contemplated herein, the parties to this Agreement shall cause their respective Affiliates to enter into local Asset Purchase Agreements in Argentina, Uruguay, Italy, Germany, Spain and Switzerland. In all other countries, where Inventory is sold to the Buyer or Buyer's Affiliates, the parties shall cause their Affiliates to transfer such local Inventory based on a xxxx of sale. Assets include:
Assets Being Sold. Subject to the terms and conditions of this Asset Purchase Agreement, at the Closing, Seller shall sell, transfer, assign, convey and deliver to Buyer, its successors and assigns forever, to the extent contemplated herein, all of the right, title, and interest of Seller in the Territory in and to the assets listed below (collectively, the "Assets") and Buyer shall assume all rights, title, and interest of Seller in the Territory in and to the Assets and, to the extent contemplated herein, the Assumed Liabilities. The Assets to be sold and rights granted hereunder are for use by Buyer only in the Territory.
