Common use of Purchase and Sale of Assets Clause in Contracts

Purchase and Sale of Assets. Subject to the terms and conditions of this Agreement, at the Closing, Seller shall sell, assign, convey, transfer and deliver to Buyer, and Buyer shall purchase and acquire from Seller, free and clear of all Encumbrances except Permitted Encumbrances, all of Seller’s right, title and interest in, to and under the real and personal property, tangible or intangible, described below, as they exist at the Effective Time, except to the extent that such assets are Excluded Assets (collectively, the “Purchased Assets”):

Purchase and Sale of Assets. Subject to On the terms and subject to the conditions of set forth in this Agreement, at the Closing, Seller Purchaser shall purchase, acquire and accept from Sellers, and Sellers shall sell, transfer, assign, convey, transfer convey and deliver to Buyer, and Buyer shall purchase and acquire from Seller, free and clear of all Encumbrances except Permitted Encumbrances, Purchaser all of Seller’s Sellers’ right, title and interest in, to and under the real and personal property, tangible or intangible, described below, as they exist at the Effective Time, except to the extent that such assets are Excluded Assets (collectively, the Purchased Assets. “Purchased Assets”):” shall mean all assets, properties, interests and rights of Sellers, other than the Excluded Assets, as of the Closing, used or useful in connection with or related to the Business, including:

Purchase and Sale of Assets. Subject to On the terms and subject to the conditions of set forth in this Agreement, at the Closing, Purchaser shall purchase, acquire and accept from Seller, and Seller shall sell, transfer, assign, convey, transfer convey and deliver to Buyer, and Buyer shall purchase and acquire from Seller, free and clear of all Encumbrances except Permitted EncumbrancesPurchaser, all of Seller’s right, title and interest in, to and under the real and personal property, tangible or intangible, described below, Purchased Assets. “Purchased Assets” shall mean the following assets of Seller (but excluding Excluded Assets) as they exist at of the Effective Time, except Closing to the extent that such assets are Excluded Assets (collectively, related to the “Purchased Assets”):Business:

Purchase and Sale of Assets. Subject to On the terms and subject to the conditions of set forth in this Agreement, at the ClosingClosing Buyer shall purchase, Seller acquire and accept from Sellers, and Sellers shall sell, transfer, assign, convey, transfer convey and deliver to Buyer, and Buyer shall purchase and acquire from Seller, free and clear of all Encumbrances except Permitted Encumbrances, all of Seller’s Sellers’ right, title and interest in, to and under the real and personal property, tangible or intangible, described below, as they exist at the Effective Time, except to the extent that such assets are Excluded Assets (collectively, the Purchased Assets. “Purchased Assets”):” shall mean the following assets of Sellers:

Purchase and Sale of Assets. Subject to On the terms and subject to the conditions of set forth in this Agreement, at the ClosingClosing Buyer shall purchase, Seller acquire and accept from Sellers, and Sellers shall sell, transfer, assign, convey, transfer convey and deliver to Buyer, and Buyer the Purchased Assets. “Purchased Assets” shall purchase and acquire from Seller, free and clear of all Encumbrances except Permitted Encumbrances, mean all of Seller’s Sellers’ right, title and interest in, to and under the real and personal property, tangible following assets of Sellers (but excluding Excluded Assets) as of or intangible, described below, as they exist at after the Effective Time, except to the extent that such assets are Excluded Assets (collectively, the “Purchased Assets”):Closing:

Purchase and Sale of Assets. Subject to On the terms and subject to the conditions of set forth in this Agreement, at the Closing, Seller Buyer shall purchase, acquire and accept from Sellers, and Sellers shall sell, transfer, assign, convey, transfer convey and deliver to Buyer, and Buyer shall purchase and acquire from Seller, free and clear of all Encumbrances except Permitted Encumbrances, all of Seller’s Sellers’ right, title and interest in, to and under the real Purchased Assets free and personal propertyclear of all liens, tangible or intangibleclaims, described below, as they exist at the Effective Time, except to the extent that such assets are Excluded Assets (collectively, the encumbrances and interests. “Purchased Assets”):” shall mean the following assets of Sellers (but excluding Excluded Assets) as of the Closing related to the Business:

Purchase and Sale of Assets. Subject to Upon the terms and subject to the conditions of set forth in this Agreement, at the Closing, the Seller shall agrees to sell, assign, convey, transfer, assign and make available for transfer and deliver to the Buyer, and the Buyer shall agrees to purchase from the Seller, all of the right, title and acquire from Sellerinterest in and to the Transferred Assets, in each case, free and clear of all Encumbrances except Liens other than Permitted EncumbrancesLiens. For purposes of this Agreement, all “Transferred Assets” means the following assets as the same exist as of Seller’s right, title and interest in, to and under the real and personal property, tangible or intangible, described below, as they exist at the Effective Time, except immediately prior to the extent that such assets are Excluded Assets (collectively, the “Purchased Assets”):Closing:

Purchase and Sale of Assets. Subject to Upon the terms and subject to the conditions of set forth in this Agreement, at the Closing, Seller shall sell, transfer, assign, convey, transfer deliver and deliver relinquish to Buyer, and Buyer shall purchase and acquire from Sellerin perpetuity, free and clear of all Encumbrances except Permitted EncumbrancesLiens, all of Seller’s right, title and interest inin and to, to and under the real and personal property, tangible or intangible, described below, as they exist at the Effective Time, except to the extent that such assets are Excluded Assets (collectivelyonly to, the Acquired Assets. As used in this Agreement, “Purchased Acquired Assets”):” means the following assets, properties, rights and interests:

Purchase and Sale of Assets. Subject to On the terms and subject to the conditions of set forth in this Agreement, at the ClosingClosing Purchaser shall purchase, acquire and accept from the Sellers, and Seller shall (and shall cause the Selling Affiliates to) sell, transfer, assign, convey, transfer convey and deliver to Buyer, and Buyer shall purchase and acquire from Seller, free and clear of all Encumbrances except Permitted Encumbrances, Purchaser all of Seller’s the Sellers’ right, title and interest in, to and under the real and personal property, tangible or intangible, described below, Purchased Assets. “Purchased Assets” shall mean the following assets of the Sellers (but excluding Excluded Assets) as they exist at of the Effective Time, except Closing to the extent that such assets are Excluded Assets (collectively, related to the “Purchased Assets”):Business:

Purchase and Sale of Assets. Subject to On the terms and subject to the conditions of set forth in this Agreement, at the Closing, Seller Purchaser shall purchase, acquire and accept from Sellers and Sellers shall sell, transfer, assign, convey, transfer convey and deliver to Buyer, and Buyer shall purchase and acquire from SellerPurchaser, free and clear of all Encumbrances except Liens other than Permitted EncumbrancesExceptions, all of Seller’s Sellers’ right, title and interest in, to and under the real and personal property, tangible or intangible, described below, as they exist at the Effective Time, except to the extent that such assets are Excluded Assets (collectively, the Purchased Assets. “Purchased Assets”):” shall mean all of the following assets of Sellers arising directly out of or used exclusively in Sellers’ operation of the Business (other than the Excluded Assets), including:

Purchase and Sale of Assets. Subject to Upon the terms and subject to the conditions of set forth in this Agreement, at the Closing, the Seller shall sell, assigntransfer, convey, transfer assign and deliver to the Buyer, and relinquish to the Buyer shall purchase and acquire from Sellerin perpetuity, free and clear of all Encumbrances except other than Permitted Encumbrances, all of Seller’s right, title and interest inin and to all of the assets, to properties, rights, interests and under goodwill of the real Seller that are used by the Seller solely and personal propertyexclusively in connection with the operation of the Business, tangible or intangibleincluding, described below, as they exist at the Effective Time, except to the extent that such assets are Excluded Assets (collectivelywithout limitation, the following (the “Purchased Acquired Assets”):

Purchase and Sale of Assets. Subject to Upon the terms and subject to the conditions of this Agreementset forth herein, at the Closing, Seller shall sell, assign, convey, assign and transfer to Purchaser and deliver to BuyerPurchaser shall purchase, acquire and Buyer shall purchase and acquire accept from Seller, Seller free and clear of all Encumbrances except Permitted EncumbrancesLiens, all of Seller’s right, title and interest in, to in and under the real and personal property, tangible or intangible, described below, as they exist at the Effective Time, except to the extent that such assets are Excluded Assets (collectivelyPurchased Assets. As used herein, the “Purchased Assets”):” shall mean all right, title and interest of Seller (or its Affiliates) in and to the following assets existing as of Closing, other than Excluded Assets:

Purchase and Sale of Assets. Subject to At the Closing, on the terms and subject to the conditions of set forth in this Agreement, at Purchaser shall purchase, acquire and accept from the ClosingSellers, Seller and the Sellers shall sell, transfer, assign, convey, transfer convey and deliver to Buyer, and Buyer shall purchase and acquire from Seller, free and clear of all Encumbrances except Permitted EncumbrancesPurchaser, all of Seller’s the Sellers’ respective right, title and interest inin and to only the following assets of the Sellers as of the Closing, to and under in any event excluding the real and personal property, tangible or intangible, described below, as they exist at the Effective Time, except to the extent that such assets are Excluded Assets (collectively, the “Purchased Assets”):

Purchase and Sale of Assets. Subject to On the terms and subject to the conditions of set forth in this Agreement, at the Closing, Seller shall sell, assign, conveytransfer, transfer convey and deliver to Buyer, and Buyer shall purchase purchase, acquire and acquire accept from Seller, free and clear of all Encumbrances except other than Permitted Encumbrances, all of Seller’s right, title and interest in, to and under the real following assets, properties and personal propertyrights of Seller, tangible or intangible, described below, as they exist at the Effective Time, except to the extent that such assets are Excluded Assets 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. Subject to Upon the terms and subject to the conditions of set forth in this Agreement, at on the ClosingClosing Date, Seller shall sell, transfer, assign, convey, transfer and deliver to Buyer, and Buyer shall purchase and acquire from Seller, all of the Acquired Assets, free and clear of all Encumbrances Liens, except for the Permitted EncumbrancesLiens. “Acquired Assets” means all right, title, and interest in and to all of the assets of Seller’s right, title and interest inused and/or useful in the operation of the Business, to and under the real and personal propertyincluding, tangible or intangible, described below, as they exist at the Effective Time, except to the extent that such assets are Excluded Assets (collectivelywithout limitation, the “Purchased following assets, but specifically excluding the Excluded Assets”)::

Purchase and Sale of Assets. Subject On and subject to the terms and conditions of this Agreement, at the ClosingClosing (as hereinafter defined), Seller except for Excluded Assets, Buyers shall purchase from Sellers, and Sellers shall sell, assigntransfer, convey, transfer convey and deliver to Buyer, and Buyer shall purchase and acquire from Seller, free and clear of all Encumbrances except Permitted EncumbrancesBuyers, all of Seller’s right, title and interest inof Sellers in and to all of their respective assets and property as it exists as of the Closing, to including, without limitation, all of their right, title and under interest in the real and personal property, tangible or intangible, described below, as they exist at the Effective Time, except to the extent that such assets are Excluded Assets (collectively, the “Purchased Assets”):following:

Purchase and Sale of Assets. Subject to the terms and conditions of this Agreement, at the ClosingBuyer shall purchase or acquire from Seller, and Seller shall sell, assign, convey, transfer transfer, assign and deliver to Buyer, and the Assets on the Closing Date against the consideration to be paid by Buyer to Seller as specified in Section 3.1 hereof. The term “Assets” shall purchase and acquire from Seller, free and clear of all Encumbrances except Permitted Encumbrances, mean all of Seller’s the right, title and interest in, to and under of Seller in the real and personal property, tangible or intangible, described below, as they exist at the Effective Timefollowing assets, except to the extent that such assets they are Excluded Assets (collectively, the “Purchased Assets”)::

Purchase and Sale of Assets. Subject to (a) On the terms and subject to the conditions of set forth in this Agreement, at the Closing, Seller Purchaser shall purchase, acquire and accept from Sellers, and Sellers shall sell, assigntransfer, convey, transfer assign and deliver to Buyer, and Buyer shall purchase and acquire from Seller, free and clear of all Encumbrances except Permitted EncumbrancesPurchaser, all of Seller’s Sellers’ right, title and interest in, to and under the real and personal property, tangible or intangible, described below, as they exist at the Effective Time, except to the extent that such assets are Excluded Assets (collectively, the “Purchased Assets”):, free and clear of all Liens other than those created by Purchaser and other than Permitted Exceptions.

Purchase and Sale of Assets. Subject (a) Upon and subject to the terms and conditions of this Agreement, at the Closing, Seller Buyer shall purchase from Sellers, and Sellers shall sell, assigntransfer, convey, transfer assign and deliver to Buyer, and Buyer shall purchase and acquire from Seller, free and clear of all Encumbrances except Permitted any Encumbrances, all of Seller’s Sellers’ right, title and interest in, in and to and under the real and personal propertyall of Sellers’ assets, tangible or and intangible, described belowof every kind and description, as they exist at wherever located, including, without limitation, the Effective Time, except to following (but excluding the extent that such assets are Excluded Assets set forth in Section 2.1(b)) (collectively, the “Purchased Assets”):

Purchase and Sale of Assets. Subject to Upon the terms and subject to the conditions of this Agreement, at the Closing, each Seller shall sell, assign, convey, transfer and deliver to Buyerthe Purchaser, and Buyer the Purchaser shall purchase and acquire from such Seller, free and clear of all Encumbrances except Permitted Encumbrancestake assignment and delivery from such Seller of, all of such Seller’s right, title and interest inin and to the following assets, to properties and under the real and personal property, tangible or intangible, described belowrights, as they the same shall exist at on the Effective TimeClosing Date (but excluding the Purchased Contracts and Assigned Permits, except to which are specifically addressed in Section 2.2, and the extent that such assets are Excluded Assets Assets) (collectively, the “Purchased Assets”):

Purchase and Sale of Assets. Subject to the terms and conditions of this Agreement, at the Closing, Seller shall sell, convey, assign, convey, transfer and deliver to BuyerPurchaser and Purchaser shall purchase, acquire and Buyer shall purchase and acquire accept from Seller, free and clear of all Encumbrances except Permitted Encumbrances, all of Seller’s 's right, title and interest in, in and to all of the assets and under the real and personal property, tangible or intangible, described below, as they exist at the Effective Timeproperties of Seller, except to for the extent that such assets are Excluded Assets and except as otherwise specifically provided herein (collectivelysuch right, title and interest collectively referred to herein as the "Assets"), including, without limitation, the “Purchased Assets”):following:

Purchase and Sale of Assets. Subject to Upon the terms and subject to the conditions of set forth in this Agreement, at the Closing, Seller shall sell, assigntransfer, convey, transfer assign and deliver to Buyer, and Buyer shall purchase purchase, acquire and acquire accept from Seller, free and clear of all Encumbrances except Liens other than Permitted EncumbrancesLiens, all of Seller’s right, title and interest then owned or held by Seller in, to and under the real following assets, properties and personal propertyrights, tangible or intangible, described below, as they exist at the Effective Time, except to the extent that such assets are Excluded Assets assets, properties and rights exclusively relate to the Business as of the Cutoff Time (collectively, the “Purchased Assets”):

Purchase and Sale of Assets. Subject to Upon the terms and subject to the conditions of this Agreement, at the Closing, unless specifically excluded herein, Seller shall sellsell and assign to Purchaser and Purchaser shall purchase, assign, convey, transfer acquire and deliver to Buyer, and Buyer shall purchase and acquire from Seller, free and clear of accept all Encumbrances except Permitted Encumbrances, all of Seller’s right, title and interest of Seller in, to and under all assets, properties and rights used or useful in the real and personal property, tangible or intangible, described below, as they exist at conduct of Seller's business other than the Effective Time, except to the extent that such assets are Excluded Assets (as defined below) (collectively, the “Purchased Assets”):), including those whereby Seller provides bandwidth enabled data services (Services) to customers (Customers), as follows:

Purchase and Sale of Assets. Subject to the terms and conditions of this Agreement, at the Closing, Closing Seller shall sell, assigntransfer, convey, transfer assign and deliver to BuyerPurchaser, and Buyer Purchaser shall purchase purchase, acquire and acquire accept from Seller, free and clear of all Encumbrances except Permitted Encumbrances, Seller all of Seller’s rightassets of whatever kind nature or description, title and interest in, other than the Excluded Assets. The assets to and under the real and personal property, tangible or intangible, described below, be purchased by Purchaser from Seller are hereinafter referred to as they exist at the Effective Time, except to the extent that such assets are Excluded Assets (collectively, the “Purchased Assets”):” and include, without limitation:

Purchase and Sale of Assets. Subject to On the terms and subject to the conditions of set forth in this Agreement, at the Closing, Seller Purchaser shall purchase, acquire and accept from the Sellers, and Sellers shall sell, transfer, assign, convey, transfer convey and deliver to Buyer, and Buyer shall purchase and acquire from Seller, free and clear of all Encumbrances except Permitted Encumbrances, Purchaser all of Seller’s the Sellers’ right, title and interest in, to and under the real Purchased Assets free and personal propertyclear of all Liens and all Liabilities, tangible or intangibleother than Permitted Liens, described below, as they exist at the Effective Time, except to the extent that such assets are Excluded Assets (collectively, the and Assumed Liabilities. “Purchased Assets”):” shall mean the following assets of the Sellers (but excluding Excluded Assets) as of the Closing:

Purchase and Sale of Assets. Subject to the terms and conditions of this Agreement, at (a) At the Closing, Seller and except for the Excluded Assets, Buyer shall buy from Sellers, and Sellers shall sell, assign, convey, transfer and deliver convey to Buyer, all of the assets owned by Sellers and Buyer shall purchase and acquire from Sellerused in the Business, free and clear of all Encumbrances except Permitted Encumbrances, all of Seller’s right, title and interest in, any Liens. The assets being purchased by Buyer are hereinafter referred to and under the real and personal property, tangible or intangible, described below, as they exist at the Effective Time, except to the extent that such assets are Excluded Assets (collectively, the “Purchased Acquired Assets”):” which shall include without limitation the following as of the Closing:

Purchase and Sale of Assets. Subject to On the terms and subject to the conditions of set forth in this Agreement, at the ClosingClosing Buyer shall purchase, Seller acquire and accept from Sellers, and Sellers shall sell, transfer, assign, convey, transfer convey and deliver to Buyer, and Buyer shall purchase and acquire from Seller, free and clear of all Encumbrances except Permitted Encumbrances, all of Seller’s Sellers’ right, title and interest in, to and under the real and personal property, tangible or intangible, described below, as they exist at the Effective Time, except to the extent that such assets are Excluded Assets (collectively, the Purchased Assets. “Purchased Assets”):” shall mean the following assets of Sellers as of the Closing related to the Business:

Purchase and Sale of Assets. Subject to On the terms and subject to the conditions of set forth in this Agreement, at the Closing, Seller Purchaser shall purchase, acquire and accept from the Sellers, and Sellers shall sell, transfer, assign, convey, transfer convey and deliver to Buyer, and Buyer shall purchase and acquire from Seller, free and clear of all Encumbrances except Permitted Encumbrances, Purchaser all of Seller’s Sellers’ right, title and interest in, to and under the real Purchased Assets, free and personal propertyclear of all Liens, tangible or intangible, described below, as they exist at the Effective Time, except to the extent that such assets are Excluded Assets (collectively, the other than Permitted Exceptions. “Purchased Assets”):” shall mean all assets, properties, interests and rights of Sellers and their respective Subsidiaries, as of the Closing, Related to the Business, excluding the Excluded Assets, including:

Purchase and Sale of Assets. Subject to Upon the terms and subject to the conditions of this Agreement, at the Closing, Seller shall sell, assign, convey, transfer and deliver to Buyer, and Buyer shall purchase and acquire from Seller, and Seller shall sell, assign and transfer, to Buyer, free and clear of all Encumbrances except Permitted EncumbrancesLiens, all the Business and the assets of Seller’s right, title Seller (other than the Excluded Assets) owned and interest in, to used by Seller in the conduct of the Business and under the real and personal property, tangible or intangible, described below, as they exist at the Effective Time, except to the extent that such assets are Excluded Assets identified below (collectively, the “"Purchased Assets”"):

Purchase and Sale of Assets. Subject to On the terms and subject to the conditions of set forth in this Agreement, at the ClosingClosing Purchaser shall purchase, acquire and accept from Seller, and Seller shall sell, transfer, assign, convey, transfer convey and deliver to Buyer, and Buyer shall purchase and acquire from Seller, free and clear of all Encumbrances except Permitted EncumbrancesPurchaser, all of Seller’s right, title and interest in, to and under the real and personal property, tangible or intangible, described below, as they exist at the Effective Time, except to the extent that such assets are Excluded Assets (collectively, the Purchased Assets. “Purchased Assets”):” means all of the assets of Seller, other than the Excluded Assets, as of the Closing, including the following:

Purchase and Sale of Assets. Subject to Upon the terms and subject to the conditions of this Agreement, at the ClosingClosing (as defined herein), Seller shall sell, assign, convey, transfer and deliver to Buyer, and Buyer shall purchase and acquire from Seller, and Seller shall sell, assign and transfer, to Buyer, free and clear of all Encumbrances except Permitted EncumbrancesLiens, all the Business and the assets of Seller’s right, title Seller (other than the Excluded Assets) owned and interest in, to used by Seller in the conduct of the Business and under the real and personal property, tangible or intangible, described below, as they exist at the Effective Time, except to the extent that such assets are Excluded Assets identified below (collectively, the “"Purchased Assets”"):

Purchase and Sale of Assets. Subject to On the terms and subject to the conditions of --------------------------- set forth in this Agreement, at the ClosingClosing Purchaser shall purchase, acquire and accept from Seller, and Seller shall sell, transfer, assign, convey, transfer convey and deliver to Buyer, and Buyer shall purchase and acquire from Seller, free and clear of all Encumbrances except Permitted Encumbrances, Purchaser all of Seller’s 's right, title and interest in, to and under the real and personal property, tangible or intangible, described below, as they exist at the Effective Time, except to the extent that such assets are Excluded Assets (collectively, the “Purchased Assets”):. "Purchased Assets" shall mean the following assets of ----------------- Seller (but excluding the Excluded Assets) as of the Closing:

Purchase and Sale of Assets. Subject to the terms and conditions of this Agreement, at the ClosingClosing Purchasers shall (or shall cause its designated Affiliate or Affiliates to) purchase, Seller acquire and accept from Sellers, and Sellers shall sell, transfer, assign, convey, transfer convey and deliver to Buyer, and Buyer shall purchase and acquire from Seller, free and clear of all Encumbrances except Permitted Encumbrances, Purchasers (or its designated Affiliate or Affiliates) all of Seller’s Sellers' right, title and interest in, to and under the real and personal property, tangible or intangible, described below, as they exist at the Effective Time, except to the extent that such assets are Excluded Assets (collectively, the “Purchased Assets”):, free and clear of all Liens. "Purchased Assets" shall mean each of the following assets:

Purchase and Sale of Assets. Subject to On the terms and subject to the conditions of set forth in this Agreement, at the Closing, Purchaser shall purchase, acquire and accept from Seller, and Seller shall sell, transfer, assign, convey, transfer convey and deliver to Buyer, and Buyer shall purchase and acquire from SellerPurchaser, free and clear of all Encumbrances and any Liens except for Permitted EncumbrancesLiens, all of Seller’s right, title and interest in, to and under the real and personal property, tangible or intangible, described below, as they exist at the Effective Time, except to the extent that such assets are Excluded Assets (collectively, the Purchased Assets. “Purchased Assets”):” shall mean the following assets of Seller as of the Closing:

Purchase and Sale of Assets. Subject to Upon the terms and subject to the conditions of set forth in this Agreement, and for the consideration set forth in this ARTICLE II, at the Closing, the Seller shall sell, convey, assign, convey, transfer and deliver to Buyer, and Buyer shall purchase and acquire from the Seller, free and clear of all Encumbrances except any Liens, other than Permitted EncumbrancesLiens, all of the Seller’s right, title and interest in, to in and under the real and personal property, tangible or intangible, described below, as they exist at the Effective Time, except to the extent assets of the Business, including the following assets that such assets are used, or held for use, primarily in connection with the operation of the Business (but excluding the Excluded Assets (collectively, the “Purchased Assets”):

Purchase and Sale of Assets. Subject to On the terms and subject to the conditions of set forth in this Agreement, at the Closing, Purchaser shall purchase, acquire and accept from Seller, and Seller shall sell, transfer, assign, convey, transfer convey and deliver to Buyer, and Buyer shall purchase and acquire from Seller, free and clear of all Encumbrances except Permitted EncumbrancesPurchaser, all of Seller’s right, title and interest in, to and under the real Purchased Assets and personal property, tangible or intangible, described below, the goodwill of the business associated therewith. “Purchased Assets” shall mean the following assets of Seller (but excluding Excluded Assets) as they exist at of the Effective Time, except Closing to the extent that such assets are Excluded Assets (collectively, related to the “Purchased Assets”):Business:

Purchase and Sale of Assets. Subject to Upon the terms and subject to the conditions of this Agreement, at the Closing, unless specifically excluded herein, Seller shall sellsell and assign to Purchaser and Purchaser shall purchase, assign, convey, transfer acquire and deliver to Buyer, and Buyer shall purchase and acquire from Seller, free and clear of accept all Encumbrances except Permitted Encumbrances, all of Seller’s right, title and interest of Seller in, to and under all assets, properties and rights used or useful in the real and personal property, tangible or intangible, described below, as they exist at conduct of Seller’s business other than the Effective Time, except to the extent that such assets are Excluded Assets (as defined below) (collectively, the “Purchased Assets”):), including those whereby Seller provides bandwidth enabled data services (Services) to customers (Customers), as follows:

Purchase and Sale of Assets. Subject On and subject to the terms and conditions of set forth in this Agreement, and except as provided in Section 2.2 as to Excluded Assets, at the Closing, Seller shall sell, assign, transfer, convey, transfer set over and deliver to BuyerPurchaser, and Buyer Purchaser shall purchase purchase, acquire and acquire accept from Seller, free and clear of all Encumbrances except Permitted Encumbrances, Seller all of Seller’s rightthe Assets, title and interest in, to and under the real and personal property, tangible or intangible, which are more fully described below, as they exist at the Effective Time, except to the extent that such assets are Excluded Assets (collectively, the “Purchased Assets”):follows:

Purchase and Sale of Assets. Subject to On the terms and subject to the conditions of set forth in this Agreement, at the ClosingClosing Purchasers shall purchase, acquire and accept from Seller, and Seller shall sell, transfer, assign, convey, transfer convey and deliver to Buyer, and Buyer shall purchase and acquire from Seller, free and clear of all Encumbrances except Permitted EncumbrancesPurchasers, all of Seller’s right, title and interest in, to and under the real Purchased Assets free and personal property, tangible or intangible, described below, as they exist at the Effective Time, except to the extent that such assets are Excluded Assets (collectively, the clear of any and all Liens other than Permitted Exceptions. “Purchased Assets”):” shall mean all assets of Seller (other than Excluded Assets), including:

Purchase and Sale of Assets. Subject to Upon the terms and subject to the conditions of set forth in this Agreement, at the Closing, Seller shall sell, assign, convey, assign and transfer and deliver to Buyer, and Buyer shall purchase and acquire from Seller, free and clear of all Encumbrances except Permitted Encumbrances, all of Seller’s right, title and interest in, in and to those certain rights and under the real and personal property, tangible or intangible, described assets set forth below, as they exist at but excluding the Effective Time, except to the extent that such assets are Excluded Assets and except as set forth on the Detailed Balance Sheet (collectively, the “Purchased Assets”):

Purchase and Sale of Assets. Subject Pursuant to the terms and conditions of this Agreement, at the Closing, the Seller shall sell, assigndeliver, conveytransfer, transfer convey and deliver assign to Buyer, and Buyer shall purchase and acquire from Sellerthe Purchaser, free and clear of all Encumbrances except Permitted EncumbrancesLiens, and the Purchaser shall purchase all of the Seller’s right, title and interest in, to and under in the real and personal property, tangible or intangible, described below, as they exist at the Effective Time, except to the extent that such assets are Excluded Assets (collectively, the “Purchased Assets”):. All assets of the Seller that do not constitute Purchased Assets shall be Excluded Assets.

Purchase and Sale of Assets. Subject to the terms and conditions of set forth in this Agreement, at the Closing, Seller shall irrevocably sell, assign, convey, transfer transfer, assign and deliver to BuyerBuyer all right, title and interest of Seller in and to, and Buyer (or its designated Affiliates) shall purchase and acquire from Seller, all of the assets of Seller owned, used or held for use in the conduct of the Business or otherwise relating to the Business, free and clear of all Encumbrances except any Liens (other than the Permitted EncumbrancesLiens), all of Seller’s right, title and interest in, to and under including the real and personal property, tangible or intangible, described below, as they exist at the Effective Time, except to the extent that such assets are Excluded Assets following (collectively, other than the Retained Assets, the “Purchased Assets”):

Purchase and Sale of Assets. Subject to the terms and conditions of this Agreement, at the Closing, Seller shall sell, assign, convey, transfer convey and deliver assign to Buyer, and Buyer shall purchase and acquire accept from Seller, the Assets, excluding the Retained Assets, free and clear of all Liens, Encumbrances except Permitted Encumbrances, all of Seller’s right, title and interest in, to and under the real and personal property, tangible or intangible, described below, as they exist at the Effective Time, except to the extent that such assets are Excluded Assets (collectively, the “Purchased Assets”):Liabilities.

Purchase and Sale of Assets. Subject to Upon the terms and subject to the conditions of set forth in this Agreement, at the Closing, each Seller shall sell, assign, convey, assign and transfer (and deliver notwithstanding anything contained in this Agreement, no Seller shall be responsible or liable for the sale, conveyance, assignment or transfer by the other Sellers) to Buyer, and Buyer shall purchase and acquire from each Seller, free and clear of all Encumbrances except Permitted Encumbrances, all of such Seller’s right, title and interest in, in and to those certain rights and under the real and personal property, tangible or intangible, described assets set forth below, as they exist at but excluding the Effective Time, except to the extent that such assets are Excluded Assets (collectivelyas related to each Seller, the “Purchased Assets”):

Purchase and Sale of Assets. Subject to Upon the terms and subject to the conditions of set forth in this Agreement, at the Closing, each Seller shall sell, assign, convey, assign and transfer (and deliver notwithstanding anything contained in this Agreement, no Seller shall be responsible or liable for the sale, conveyance, assignment or transfer by the other Sellers) to Buyer, and Buyer shall purchase and acquire from each Seller, free and clear of all Encumbrances except Permitted Encumbrances, all of such Seller’s 's right, title and interest in, in and to those certain rights and under the real and personal property, tangible or intangible, described assets set forth below, as they exist at but excluding the Effective Time, except to the extent that such assets are Excluded Assets (collectivelyas related to each Seller, the “"Purchased Assets”"):