Common use of Purchase and Sale of Assets Clause in Contracts

Purchase and Sale of Assets. Upon the terms and subject to the conditions contained herein, at the Closing, Seller shall sell, transfer, assign, convey and deliver to Buyer, and Buyer shall purchase and accept delivery from Seller, all of the Assets.

Purchase and Sale of Assets. Upon the terms and subject to the conditions contained herein, at the Closing, Seller shall sell, transfer, assign, convey and deliver to Buyer, and Buyer shall purchase and accept delivery from Seller, all of the AssetsAssets owned directly or indirectly by Seller or any of its Affiliates, as of the Closing, free and clear of any Encumbrances, other than Permitted Encumbrances.

Purchase and Sale of Assets. Upon Subject to and upon the terms and subject to the conditions contained herein, at the Closing, Seller shall sell, transfer, assign, convey and deliver to BuyerPurchaser, free and Buyer clear of all security interests, liens, claims and encumbrances and Purchaser shall purchase purchase, accept and accept delivery acquire from Seller, all of the Assets.

Purchase and Sale of Assets. Upon Subject to the terms and subject to the conditions contained set forth herein, at the Closing, Seller shall sell, transfer, assign, convey and deliver sell to Buyer, and Buyer shall purchase and accept delivery from Seller, all of the Assets.

Purchase and Sale of Assets. Upon Subject to the terms and subject to the conditions contained set forth herein, at the Closing, Seller shall sell, transferconvey, assign, convey transfer, and deliver to Buyer, and Buyer shall purchase and accept delivery from Seller, all of Seller’s right, title, and interest in, to, and under all of the tangible and intangible assets, properties, and rights of every kind and nature and wherever located (other than the Excluded Assets.), which relate to, or are used or held for use in connection with, the Business (collectively, the “Purchased Assets”), including the following:

Purchase and Sale of Assets. Upon (a) At the Closing provided for in Section 2.01, on the terms and subject to the conditions contained hereinset forth in this Agreement, at the Closing, Seller shall sell, convey, transfer, assign, convey assign and deliver to the Buyer, free and clear of any and all Encumbrances (except for Permitted Encumbrances and Permitted Liens), and the Buyer shall purchase and accept delivery acquire from Seller, the Seller all of the right, title and interest of the Seller in and to the Acquired Assets.. The term “

Purchase and Sale of Assets. Upon Subject to the terms and subject to the conditions contained set forth herein, at the Closing, Seller shall sell, transferconvey, assign, convey transfer, and deliver to Buyer, and Buyer shall purchase and accept delivery from Seller, the following assets, properties and rights of Seller, free and clear of all of Encumbrances (collectively, the “Purchased Assets.”):

Purchase and Sale of Assets. Upon the terms and subject to the conditions contained herein, at the Closing, Closing Seller shall sell, transfer, assign, transfer and convey and deliver to Buyer, and Buyer shall purchase and accept delivery from Seller, free and clear of any Encumbrances, other than Permitted Encumbrances, all of Seller’s right, title and interest in the following assets (collectively, the “Assets.”):

Purchase and Sale of Assets. Upon Subject to and upon the terms and subject to the conditions contained herein, at the Closing, Seller Sellers shall sell, transfer, assign, convey and deliver to BuyerPurchaser, free and Buyer clear of all security interests, liens, claims and encumbrances (other than the Assumed Liabilities) and Purchaser shall purchase purchase, accept and accept delivery acquire from SellerSellers, all of the Assets.

Purchase and Sale of Assets. Upon On the terms and subject to the conditions contained hereinhereof, at the ClosingClosing (as hereinafter defined), Seller shall Sellers will sell, transfer, assignconvey, convey assign and deliver ("Transfer") to BuyerPurchaser, and Buyer shall Purchaser will purchase and accept delivery from SellerSellers, all of Sellers' right, title and interest in and to the assets and properties, associated with the Division described in this Section 1.1 (the "Assets."):

Purchase and Sale of Assets. Upon Subject to the terms and subject to the conditions contained set forth herein, at the Closing, Seller shall sell, assign, transfer, assign, convey and deliver to Buyer, and Buyer shall purchase and accept delivery from Seller, free and clear of all Encumbrances other than Permitted Encumbrances, all of Seller’s right, title and interest in, to and under the following assets, properties and rights of Seller, to the extent that such assets, properties and rights exist as of the Closing Date and exclusively relate to the Business (collectively, the “Purchased Assets.”):

Purchase and Sale of Assets. Upon Subject to the terms and subject to the conditions contained set forth herein, at the Closing, Seller shall sell, assign, transfer, assign, convey and deliver to Buyer, and Buyer shall purchase and accept delivery from Seller, all of Seller’s right, title and interest in, to and under the following assets, properties and rights of Seller, to the extent that such assets, properties and rights exist as of the Closing Date and exclusively relate to the Business (collectively, the “Purchased Assets.”):

Purchase and Sale of Assets. Upon Subject to the terms and subject to the conditions contained set forth herein, at the Closing, Seller shall sell, assign, transfer, assign, convey and deliver to Buyer, and Buyer shall purchase and accept delivery from Seller, free and clear of any Encumbrances other than Permitted Encumbrances, all of Seller’s right, title and interest in, to and under the following assets (collectively, the “Purchased Assets.”):

Purchase and Sale of Assets. Upon Subject to the terms and subject to the conditions contained set forth herein, at the Closing, Seller shall sell, assign, transfer, assign, convey and deliver to Buyer, and Buyer shall purchase and accept delivery from Seller, free and clear of any Encumbrances, all of Seller’s right, title and interest in, to and under, whether real, personal or mixed, tangible or intangible, wherever located and whether now existing or hereafter acquired, the Assets.following:

Purchase and Sale of Assets. Upon Subject to the terms and subject to the conditions contained set forth herein, at the Closing, Seller Sellers shall sell, assign, transfer, assign, convey and deliver to BuyerPurchaser, and Buyer Purchaser shall purchase and accept delivery from SellerSellers, all of Sellers’ right, title and interest in and to the AssetsAcquired Assets free and clear of any and all mortgages, pledges, liens, charges, security interests, claims and other encumbrances.

Purchase and Sale of Assets. Upon Subject to the terms and subject to the conditions contained set forth herein, at the Closing, Seller shall sell, assign, transfer, assign, convey and deliver to Buyer, and Buyer shall purchase and accept delivery from Seller, free and clear of all Encumbrances other than Permitted Encumbrances, all of Seller’s right, title and interest in, to and under the following assets, properties and rights of Seller, to the extent that such assets, properties and rights exist as of the Closing Date and primarily relate to the Business (collectively, the “Purchased Assets.”):

Purchase and Sale of Assets. Upon At the Closing, Seller shall sell and convey to Purchaser, and Purchaser shall purchase and receive from Seller, all of Seller’s right, title, and interest in the Acquired Assets free and clear of all Liens (other than Permitted Liens) created by, through or under Seller or its Affiliates, but not otherwise, under the terms of, and subject to the conditions contained hereinin, at the Closing, Seller shall sell, transfer, assign, convey and deliver to Buyer, and Buyer shall purchase and accept delivery from Seller, all of the Assetsthis Agreement.

Purchase and Sale of Assets. Upon the terms and subject to the conditions contained herein, at the Closing, Seller shall will sell, transferconvey, assign, convey transfer and deliver assign to BuyerPurchaser, and Buyer shall Purchaser will purchase and accept delivery from Seller, all of the right, title and interest of Seller in and to the properties and assets used or held for use in the operation of the Business, other than the Excluded Assets (the “Assets.”), including, without limitation, all of Seller’s right, title and interest in and to the following:

Purchase and Sale of Assets. Upon Subject to and upon the terms and subject to the conditions contained herein, at the Closing, Seller Sellers shall sell, transfer, assign, convey and deliver to BuyerPurchaser, free and clear of all security interests, liens, claims and encumbrances (excluding the Mortgage (as defined below), and Buyer Purchaser shall purchase purchase, accept and accept delivery acquire from SellerSellers, all of the Assets.

Purchase and Sale of Assets. Upon (a) At the terms Closing (as hereinafter defined), on and subject to the terms and conditions contained herein, at the Closingof this Agreement, Seller shall sell, assign, transfer, assignconvey, convey and deliver to BuyerPurchaser, and Buyer Purchaser shall purchase purchase, acquire, and accept delivery from Seller, all of the Assetsright, title, and interest of Seller in and to the Acquired Assets (as hereinafter defined).

Purchase and Sale of Assets. Upon On the terms and subject to the conditions contained hereinset forth in this Agreement, at the ClosingClosing Purchaser shall purchase from Seller, and Seller shall sell, transfer, assign, convey and deliver to Buyer, and Buyer shall purchase and accept delivery from Seller, Purchaser all of Seller’s right, title and interest in and to the Assets, free and clear of any and all Liens. As a result of this transaction, Seller shall retain no interest whatsoever in the Assets.

Purchase and Sale of Assets. Upon At the Closing, on the terms and subject to the conditions contained herein, at the Closing, Seller shall sell, transfer, assignconvey, convey assign and deliver to Buyerthe Purchaser, and Buyer the Purchaser shall purchase and accept delivery from the Seller, all of the Assets.Seller's right, title and interest in and to all assets and properties that are owned, leased or licensed by the Seller and used in connection with the Business, free and clear of any Liens, other than the Excluded Assets (collectively, the "ASSETS"), including, without limitation:

Purchase and Sale of Assets. Upon Subject to the terms and subject to the conditions contained hereinset forth in this Agreement, Seller shall, at the ClosingClosing and effective as of the Effective Time, Seller shall sell, transfer, assignconvey, convey assign and deliver to Buyer, and Buyer shall purchase and accept delivery from Seller, all of Seller’s right, title and interest, as of the Closing, in, to and under the Acquired Assets, free and clear of all Liens (other than Permitted Encumbrances).

Purchase and Sale of Assets. Upon the terms On and subject to the terms and conditions contained hereinof this Agreement, at the Closing, Seller shall sell, assign, transfer, assign, convey and deliver to Buyer, and Buyer shall purchase and accept delivery acquire from Seller, free and clear of all Encumbrances (other than Permitted Encumbrances), all of Seller’s right, title and interest, as of the Closing, in and to the intellectual properties and rights set forth in Exhibit A attached herewith (collectively, the “Purchased Assets”).

Purchase and Sale of Assets. Upon the terms and subject to the conditions contained herein, at the Closing, Seller shall sell, transfer, assign, convey and deliver to Buyer, and Buyer shall purchase and accept delivery from Seller, all of the Assets, free and clear of all Encumbrances other than Permitted Encumbrances, and Buyer will assume the regulatory proceedings related to the Assets listed on Schedule 2.1.

Purchase and Sale of Assets. Upon Subject to the terms and subject to the conditions contained set forth herein, at the Closing, Seller shall sell, assign, transfer, assign, convey and deliver to Buyer, and Buyer shall purchase and accept delivery from Seller, free and clear of any Encumbrances, all of Seller’s right, title and interest in, to and under all of the assets list below (collectively, the “Purchased Assets.”):

Purchase and Sale of Assets. Upon a. At the terms and subject to the conditions contained herein, at the ClosingClosing (hereinafter defined), Seller shall sell, transfer, assign, convey transfer and deliver assign to Buyer, Purchaser and Buyer Purchaser shall purchase and accept delivery from Seller, all of Seller's right, title and interest in and to Seller's assets, whether real, personal or mixed, tangible or intangible, used in connection with Seller's business, wherever located (collectively the "Assets."). The Assets shall include, but shall not be limited to:

Purchase and Sale of Assets. Upon Subject to the terms and subject to the conditions contained set forth herein, at the Closing, Seller shall sell, assign, transfer, assign, convey and deliver to BuyerBuyer free and clear of all Encumbrances, and Buyer shall purchase and accept delivery from Seller, all of Seller’s right, title and interest (i) in and to the Tier 2 Products, and (ii) in, to and under the following assets, properties and rights of Seller, to the extent that such assets, properties and rights exist as of the Closing Date and exclusively relate to the Business (collectively, the “Purchased Assets.”):

Purchase and Sale of Assets. Upon Subject to the terms and subject to the conditions contained set forth herein, at the each Closing, Seller shall sell, transferconvey, assign, convey transfer and deliver to Buyer, and Buyer shall purchase and accept delivery from Seller, all of Seller’s right, title and interest in, all of the relevant assets set forth on Schedule 1.01 hereto (collectively, the “Purchased Assets”) in accordance with the terms set forth in Section 1.04.

Purchase and Sale of Assets. Upon Subject to the terms and subject to the conditions contained set forth herein, at the Closing, Seller shall sell, assign, transfer, assign, convey and deliver to Buyer, and Buyer shall purchase and accept delivery from Seller, all of free mixed, tangible or intangible, wherever located and whether now existing or hereafter acquired, the Assets.following:

Purchase and Sale of Assets. Upon Subject to the terms and subject to the conditions contained set forth herein, at the Closing, Seller shall sell, assign, transfer, assign, convey and deliver to Buyer, and Buyer shall purchase and accept delivery from Seller, free and clear of any Encumbrances other than Permitted Encumbrances, all of Seller’s right, title and interest in, to and under all of the following assets, properties and rights (collectively, the “Purchased Assets.”):

Purchase and Sale of Assets. Upon Subject to the terms and subject to the conditions contained set forth herein, at the Closing, Seller shall sell, assign, transfer, assign, convey and deliver to Buyer, and Buyer shall purchase and accept delivery from Seller, free and clear of any Encumbrances, all of Seller’s right, title and interest in, to and under all of the assets, properties and rights listed in Exhibit 2.01 hereof (collectively, the “Purchased Assets”).

Purchase and Sale of Assets. Upon Subject to the terms and subject to the conditions contained set forth herein, at the Closing, Seller shall sell, assign, transfer, assign, convey and deliver to Buyer, and Buyer shall purchase and accept delivery from Seller, all of Seller’s right, title and interest in the assets set forth on Schedule 1.02 (the “Purchased Assets”), free and clear of any mortgage, pledge, lien, charge, security interest, claim or other encumbrance (“Encumbrance”).

Purchase and Sale of Assets. Upon At the Closing, Seller shall sell and convey to Purchaser, and Purchaser shall purchase and receive from Seller, all of Seller’s right, title and interest in the Acquired Assets free and clear of all Liens other than Permitted Liens created by, through or under Seller or its Affiliates, but not otherwise, under the terms of, and subject to the conditions contained hereinin, at the Closing, Seller shall sell, transfer, assign, convey and deliver to Buyer, and Buyer shall purchase and accept delivery from Seller, all of the Assetsthis Agreement.

Purchase and Sale of Assets. Upon Subject to the terms and subject to the conditions contained set forth herein, at the Closing, Seller Sellers shall sell, assign, transfer, assign, convey and deliver to Buyer, and Buyer shall purchase from Sellers, free and accept delivery from Sellerclear of all Encumbrances other than Permitted Encumbrances, all of Sellers’ right, title and interest in, to and under the following assets, properties and rights of Sellers, to the extent that such assets, properties and rights exist as of the Closing Date (collectively, the “Purchased Assets.”):

Purchase and Sale of Assets. Upon Subject to the terms and subject to the conditions contained set forth herein, at the Closing, Seller shall sell, assign, transfer, assignconvey, convey and deliver to Buyer, and Buyer shall purchase and accept delivery from Seller, free and clear of any Encumbrances, all of Seller’s right, title, and interest in, to, and under the following assets, properties and rights, which relate to, or are used or held for use in connection with, the Business (collectively, the “Purchased Assets.”):

Purchase and Sale of Assets. Upon the terms and subject to the conditions contained hereinset forth herein and subject to Section 2.2, at the Closing, Seller shall sell, transferconvey, assign, convey transfer and deliver to Buyereach Purchaser, as applicable, and Buyer each Purchaser, as applicable, shall purchase purchase, acquire and accept delivery from Seller, free and clear of all Liens, other than Permitted Encumbrances, all of Seller’s right, title and interest in, to and under the Purchased Assets.

Purchase and Sale of Assets. Upon Subject to the terms and subject to the conditions contained set forth herein, at the Closing, Seller shall sell, assign, transfer, assign, convey and deliver to Buyer, and Buyer shall purchase and accept delivery from Seller, all of Seller’s right, title and interest in, to and under the following assets, properties and rights of Seller (collectively, the “Purchased Assets.”):

Purchase and Sale of Assets. Upon At the terms and subject to the conditions contained herein, at the ClosingClosing (as defined below), Seller shall sell, transfer, assign, convey assign and deliver to Buyer, and Buyer shall purchase purchase, accept and accept delivery from Sellerreceive, all of Seller’s right, title and interest in, to or arising from the AssetsPurchased Assets free and clear of all Encumbrances (except for Permitted Encumbrances).

Purchase and Sale of Assets. Upon At the terms Closing and subject to the terms and conditions contained herein, at the Closingherein set forth, Seller shall sell, transferconvey, assign, convey transfer and deliver to BuyerPurchaser, and Buyer Purchaser shall purchase purchase, accept and accept delivery from Seller, all assume the rights and obligations of Seller in and to the following assets (the "Transferred Assets."):

Purchase and Sale of Assets. Upon Subject to the terms and subject to the conditions contained set forth herein, at the Closing, Seller shall sell, assign, transfer, assign, convey and deliver to Buyer, and Buyer shall purchase and accept delivery from Seller, free and clear of any Encumbrances other than Permitted Encumbrances, all of Seller’s right, title and interest in, to and under all of the assets, properties and rights listed in Schedule 2.01 hereof (collectively, the “Purchased Assets”).

Purchase and Sale of Assets. Upon On the terms and subject to the conditions contained hereinset forth in this Agreement and subject to Section 2.4, at the Closing, Seller shall sell, assign, transfer, assignconvey, convey and deliver to Buyer or a designated Affiliate of Buyer, and Buyer or a designated Affiliate of Buyer shall purchase purchase, acquire, and accept delivery from SellerSeller all rights, title, and interests of Seller in, to, and under the Transferred Assets, free and clear of all of the AssetsEncumbrances, other than Permitted Encumbrances.

Purchase and Sale of Assets. Upon On the terms and subject to the conditions contained hereinset forth in this Agreement, at the Closing, Seller shall sell, convey, transfer, assign, convey assign and deliver to Buyer, and Buyer shall purchase and accept delivery from Seller, all of Seller's rights, title and interest in and to the assets, properties and business of Seller used in connection with the Business, other than the Excluded Assets (collectively, the "Assets."), free and clear of any Liens, including without limitation:

Purchase and Sale of Assets. Upon Subject to the terms and subject to the conditions contained set forth herein, at the Closing, Seller shall sell, assign, transfer, assign, convey and deliver to Buyer, and Buyer shall purchase and accept delivery from Seller, free and clear of all Encumbrances, except for Permitted Encumbrances, all of Seller's right, title and interest in, to and under the following assets, properties and rights of Seller, to the extent that such assets, properties and rights exist as of the Closing Date and relate to the Business (collectively, the "Purchased Assets.") including:

Purchase and Sale of Assets. Upon On the terms and subject to the conditions contained hereinhereof, at the Closing, Seller shall will sell, transfer, assigngrant, convey convey, assign and deliver ("Transfer") to BuyerPurchaser, and Buyer shall Purchaser will purchase and accept delivery from Seller, all the rights, properties and assets owned by Seller in connection with the operation or conduct of the Business as of the date hereof, or acquired by Seller in connection with the operation of the Business between the date hereof and the Closing Date, including, but not limited to, the rights, properties and assets described in this Section 2.1 (collectively the "Assets."):

Purchase and Sale of Assets. Upon Subject to the terms and subject to the conditions contained set forth herein, at the Closing, Seller shall sell, assign, transfer, assign, convey and deliver to Buyer, and Buyer shall purchase and accept delivery from Seller, free and clear of all Encumbrances other than Permitted Encumbrances, all of Seller’s right, title and interest in, to and under the following assets, properties and rights of Seller, to the extent that such assets, properties and rights exist as of the Closing Date and exclusively relate to or are exclusively utilized in connection with the Business (collectively, the “Purchased Assets.”):

Purchase and Sale of Assets. Upon Subject to and upon the terms and subject to the conditions contained herein, at the Closing, Seller shall sell, transfer, assign, convey and deliver to BuyerPurchaser, pursuant to the Xxxx of Sale attached hereto as Exhibit 2.1, free and clear of all Security Interests or claims, and Buyer Purchaser shall purchase purchase, accept and accept delivery acquire from Seller, all of the Assets.

Purchase and Sale of Assets. Upon the terms and subject to the conditions contained set forth herein, at the Closing, Seller shall sell, transfer, assign, convey and deliver to Buyer, and Buyer shall purchase purchase, acquire and accept delivery from Seller, free and clear of all Encumbrances (other than Permitted Encumbrances), all right, title and interest of Seller in, to and under the assets of Seller existing as of the Closing Date and which primarily relate to the Federal Business, excepting only the Excluded Assets., including the following (the “Purchased Assets”):

Purchase and Sale of Assets. Upon Subject to the terms and subject to the conditions contained set forth herein, at the Closing, Seller shall sell, assign, transfer, assign, convey and deliver to Buyer, and Buyer shall purchase from Seller free and accept delivery from Sellerclear of all Liens (other than the Permitted Liens), all of Seller’s right, title and interest in, to and under the AssetsTarget Equity.

Purchase and Sale of Assets. Upon 2.1.1 Subject to the terms and subject to the conditions contained hereinhereinafter set forth, at the Closing, Seller shall sell, assign, transfer, assignconvey, convey and deliver to BuyerPurchaser, and Buyer Purchaser shall purchase and accept delivery assume from Seller, all in consideration of the payment of the Purchase Price, the Assets, free and clear of all liens, claims, charges and encumbrances of any nature whatsoever, except for Permitted Liens.

Purchase and Sale of Assets. Upon Subject to the terms and subject to the conditions contained set forth herein, at the Closing, each Seller shall sell, assign, transfer, assign, convey and deliver to Buyer, and Buyer shall purchase from the respective Seller, free and accept delivery from Sellerclear of any Encumbrances, all of such Seller’s right, title and interest in, to and under all of the assets, properties and rights owned by such Seller and listed in Exhibit 2.01 hereof (collectively, the “Purchased Assets”).

Purchase and Sale of Assets. Upon Subject to and upon the terms and subject to the conditions contained herein, at the Closing, Seller shall sell, transfer, assign, convey and deliver to BuyerPurchaser, free and clear of all security interests, liens, claims and encumbrances, and Buyer Purchaser shall purchase purchase, accept and accept delivery acquire from Seller, all the Assets, and Purchaser shall assume the Assumed Liabilities. Purchaser shall acquire no interest in any other property of Seller other than the Assets.

Purchase and Sale of Assets. Upon Subject to and upon the terms and subject to the conditions contained herein, at the Closing, Seller shall sell, transfer, assign, convey and deliver to BuyerPurchaser, free and clear of all security interests, liens, claims and encumbrances (other than the Assumed Liabilities), and Buyer Purchaser shall purchase purchase, accept and accept delivery acquire from Seller, all of the Assets.

Purchase and Sale of Assets. Upon the terms and subject to the conditions contained herein, at the Closingset forth in this Agreement, Seller shall sell, transfer, assign, transfer and convey and deliver to Buyer, and Buyer shall purchase and accept delivery acquire from Seller, all at the Closing, the Assets. The Assets shall be transferred by Seller to Buyer by delivery of the AssetsConveyance at Closing.

Purchase and Sale of Assets. Upon Subject to and upon the terms and subject to the conditions contained herein, at the ClosingClosing (as defined below), Seller shall sell, transfer, assign, convey and deliver to BuyerPurchaser, free and clear of all security interests, liens, claims and encumbrances (other than the Assumed Liabilities (as defined below)), and Buyer Purchaser shall purchase purchase, accept and accept delivery acquire from Seller, all of the Assets.

Purchase and Sale of Assets. Upon Subject to the terms and subject to the conditions contained set forth herein, at the Closing, Seller shall sell, assign, transfer, assign, convey and deliver to Buyer, and Buyer shall purchase and accept delivery from Seller, free and clear of any Encumbrances, all of Seller’s right, title and interest in, to and under the following assets, properties and rights of Seller (collectively, the “Purchased Assets.”):

Purchase and Sale of Assets. Upon At the terms and subject to Closing (as hereinafter defined), the conditions contained herein, at the Closing, Seller shall sell, transfer, assign, convey assign and deliver to the Buyer, and the Buyer shall purchase purchase, accept, assume and accept delivery from Sellerreceive, all of the Seller's right, title and interest in, to or arising from the assets comprising the Brookfield Business, including, without limitation, the following assets, but excluding the Excluded Assets as defined below (all such assets, other than the Excluded Assets., being the "Purchased Assets"):

Purchase and Sale of Assets. Upon Subject to the terms and subject to the conditions contained hereinhereof, at the Closing, Seller shall sell, transfer, assignconvey, convey assign and deliver to Buyer, and Buyer shall purchase purchase, acquire and accept delivery from Seller, all of Seller’s right, title and interest in the assets, tangible or intangible, used or useful in, or directly or indirectly relating to, the Facilities, including without limitation, the following-described assets, wherever located (collectively, the “Assets.”):

Purchase and Sale of Assets. Upon the terms and subject to the conditions contained hereinof this Agreement, at the Closing, Seller shall sell, transfer, assign, convey and deliver to Buyer, and Buyer shall purchase and accept delivery from Seller, all of Seller’s right, title and interest in, to and under all of the assets, properties, rights and interests used or held for use by Seller set forth below, wherever located, as such assets exist on the Closing Date (collectively, the “Purchased Assets.”), free and clear of all Encumbrances:

Purchase and Sale of Assets. Upon the terms and subject to the conditions contained set forth herein, at the Closing, Seller shall sell, transferconvey, assign, convey assign and deliver transfer to BuyerPurchaser, and Buyer Purchaser shall purchase purchase, acquire and accept delivery from Seller, free and clear of all Liens (other than the Permitted Liens listed in item numbers 2 through 6 of Schedule 1.01(b)), all of Seller’s rights, titles and interests in, to or under the assets set forth below (collectively, the “Purchased Assets.”):

Purchase and Sale of Assets. Upon Subject to the terms and subject to the conditions contained set forth herein, at the Closing, Seller shall sell, assign, transfer, assign, convey and deliver to Buyer, and Buyer shall purchase and accept delivery acquire from Seller, free and clear of any Liens, all of Seller’s right, title and interest in, to and under all of the assets, properties, rights and interests used in, held for use in connection with, or otherwise related to the Product Candidate, including the following (collectively, the “Purchased Assets.”):

Purchase and Sale of Assets. Upon (a) Subject to the terms and subject to the conditions contained hereinof this Agreement, at the Closing, Seller shall sell, transfer, assignconvey, convey assign and deliver to Buyer, and Buyer shall purchase purchase, acquire and accept delivery from Seller, free and clear of any Encumbrance, other than a Permitted Encumbrance, all of Seller’s right, title and interest, as of the Closing, in and to the Purchased Assets.

Purchase and Sale of Assets. Upon the terms and subject to the conditions contained herein, at At the Closing, Seller shall sell, assign, convey, transfer, assign, convey and deliver to Buyer, and Buyer shall purchase and accept delivery acquire from Seller, all of Seller's right, title, interest, and claims in and to all of the Assets, free and clear of all Encumbrances.

Purchase and Sale of Assets. Upon the terms and subject to the conditions contained herein, at At the Closing, Seller shall sell, transfer, assign, convey convey, transfer and deliver to Buyer, and Buyer shall purchase and accept delivery acquire from Seller, all of Seller’s right, title and interest in and to the following tangible and intangible assets, as they relate to the Product and exist as of the Closing, together with all accrued benefits and rights pertaining thereto (together, the “Assets.”), other than the Excluded Assets, free and clear of any Encumbrances, except for Permitted Encumbrances:

Purchase and Sale of Assets. Upon Subject to and upon the terms and subject to the conditions contained herein, at the Closing, Seller shall sell, transfer, assign, convey and deliver to BuyerPurchaser, free and clear of all security interests, liens, claims and encumbrances (other than the Assumed Liabilities), and Buyer Purchaser shall purchase purchase, accept and accept delivery acquire from Seller, all of the AssetsAssets and assume the Assumed Liabilities.

Purchase and Sale of Assets. Upon the terms and subject to the conditions contained set forth herein, at the Closing, Seller shall sell, transferconvey, assign, convey assign and deliver transfer to BuyerPurchaser, and Buyer Purchaser shall purchase purchase, acquire and accept delivery from Seller, free and clear of all Liens, other than Permitted Encumbrances, all of Seller’s right, title and interest in, to and under those assets described in the following clauses (a) through (i) related to Seller’s Products (collectively, the “Purchased Assets.”):

Purchase and Sale of Assets. Upon Subject to the terms and subject to the conditions contained set forth herein, at the Closing, Seller shall sell, transferconvey, assign, convey transfer and deliver to Buyer, and Buyer shall purchase and accept delivery from Seller, all of Seller’s right, title and interest in, to and under all of the tangible and intangible assets, properties and rights of every kind and nature and wherever located (other than the Excluded Assets.), which relate to, or are used or held for use in connection with, the Business (collectively, the “Purchased Assets”), including the following:

Purchase and Sale of Assets. Upon Subject to the terms and subject to the conditions contained set forth herein, at the Closing, Seller Sellers shall sell, assign, transfer, assign, convey and deliver to Buyer, and Buyer shall purchase from Sellers, free and accept delivery from Seller, all clear of the Assets.any Encumbrances other than Permitted

Purchase and Sale of Assets. Upon Subject to the terms and subject to the conditions contained set forth herein, at the Closing, Seller shall sell, assign, transfer, assign, convey and deliver to Buyer, and Buyer shall purchase and accept delivery from Seller, free and clear of all Encumbrances other than Permitted Encumbrances, all of Seller's right, title and interest in, to and under the following assets, properties and rights of Seller, to the extent that such assets, properties and rights exist as of the Closing Date and primarily relate to the Business (collectively, the "Purchased Assets."):

Purchase and Sale of Assets. Upon Subject to the terms and subject to the conditions contained set forth herein, at the Closing, Seller shall sell, assign, transfer, assign, convey and deliver to Buyer, and Buyer shall purchase and accept delivery from Seller, all of Seller’s right, title and interest in, to and under all of the tangible and intangible assets and properties that exist as of the Closing Date and exclusively relate to the Business, including, without limitation, the following (collectively, the “Purchased Assets.”):

Purchase and Sale of Assets. Upon On the terms and subject to the conditions contained set forth herein, at the Closing, Seller shall sell, convey, transfer, assign, convey assign and deliver to Buyer, and Buyer shall purchase and accept delivery from Seller, all of Seller’s right, title and interest in and to the assets of Seller primarily related to the Business (collectively, the “Purchased Assets.”), free and clear of all Encumbrances, including without limitation the following:

Purchase and Sale of Assets. Upon At the Closing, and upon the terms and subject to the conditions contained herein, at the Closingof this Agreement, Seller shall sell, assign, transfer, assign, convey and deliver to Buyer, and Buyer shall purchase and accept delivery from Seller, all the Assets, in exchange for the consideration set forth in this Agreement and the assumption by Buyer of the Assumed Obligations attributable to the Assets.

Purchase and Sale of Assets. Upon Subject to the terms and subject to the conditions contained set forth herein, at the Closing, Seller shall sell, transferconvey, assign, convey transfer, and deliver to Buyer, and Buyer shall purchase and accept delivery from Seller, all of Seller’s right, title, and interest in, to, and under all of the Assets, whether tangible or intangible, including all rights therein of every kind and nature and wherever located (collectively, the “Purchased Assets”).

Purchase and Sale of Assets. Upon Subject to and upon the terms and subject to the conditions contained herein, at the Closing, Seller shall sell, transfer, assign, convey and deliver to Buyer, free and clear of all Encumbrances (other than Assumed Liabilities) and Buyer shall purchase purchase, accept and accept delivery acquire from Seller, all of the Assets.

Purchase and Sale of Assets. Upon Subject to the terms and subject to the conditions contained set forth herein, at the Closing, the applicable Seller shall sell, assign, transfer, assign, convey and deliver to the applicable Buyer, and the applicable Buyer shall purchase from the applicable Seller, free and accept delivery from Sellerclear of any Encumbrances other than Permitted Encumbrances, all of such Seller’s right, title and interest in, to the following assets of such Seller which relate to, or are used or held for use exclusively in connection with, the Business (collectively, the “Purchased Assets.”):

Purchase and Sale of Assets. Upon At the Closing, upon the terms and subject to the conditions contained herein, at the Closing, Seller shall sell, transfer, assignconvey, convey assign and deliver to BuyerPurchaser, effective as of the Closing, and Buyer Purchaser shall purchase and accept delivery from Seller, all of the Assets.assets related to the Business, including the following, free and clear of all liens, mortgages, pledges, encumbrances and charges of every kind (collectively, the "ASSETS"), except for those Assets expressly defined in Section 2.2 as "RETAINED ASSETS:"

Purchase and Sale of Assets. Upon Subject to the terms and subject to the conditions contained set forth herein, at the Closing, Seller shall sell, assign, transfer, assign, convey and deliver to Buyer, and Buyer shall purchase and accept delivery from Seller, all of Seller’s right, title and interest in the assets set forth on Section 1.01 of the disclosure schedules (“Disclosure Schedules”) attached hereto (the “Purchased Assets”), free and clear of any mortgage, pledge, lien, charge, security interest, claim or other encumbrance (“Encumbrance”).

Purchase and Sale of Assets. Upon Subject to the terms and subject to the conditions contained set forth herein, at the Closing, Seller shall sell, assign, transfer, assign, convey and deliver to Buyer, and Buyer shall purchase and accept delivery from Seller, free and clear of all Encumbrances other than Permitted Encumbrances, all Seller’s right, title and interest in, to and under the following assets, properties and rights of Seller (collectively, the “Purchased Assets.”):