Common use of Purchase and Sale of Purchased Assets Clause in Contracts

Purchase and Sale of Purchased Assets. On the terms and subject to the conditions set forth in this Agreement, at the Closing, the Purchaser will purchase from the Seller, and the Seller will sell, transfer, assign, convey and deliver to the Purchaser the Purchased Assets pursuant to the Xxxx of Sale.

Appears in 3 contracts

Samples: Asset Purchase Agreement (Advanced Communications Group Inc/De/), Asset Purchase Agreement (Advanced Communications Group Inc/De/), Asset Purchase Agreement (Advanced Communications Group Inc/De/)

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Purchase and Sale of Purchased Assets. On (a) Upon the terms and subject to the conditions set forth in this Agreement, at the Closing, the Purchaser will purchase from the Seller, and the Seller will shall sell, assign, transfer, assign, convey and deliver to the Purchaser, and Purchaser shall purchase, acquire and accept, all of Seller’s right, title and interest in and to the Purchased Assets pursuant to Assets, free and clear of all Encumbrances other than Permitted Encumbrances; provided that Opco shall purchase, acquire and accept the Xxxx Inventory, B-I Supply Agreement and Quality Agreement in lieu of SalePurchaser.

Appears in 3 contracts

Samples: Asset Purchase Agreement (Horizon Pharma PLC), Asset Purchase Agreement (Vidara Therapeutics International LTD), Asset Purchase Agreement (Intermune Inc)

Purchase and Sale of Purchased Assets. On (a) Upon the terms and subject to the conditions set forth in of this Agreement, at the Closing, the Seller shall sell, assign, transfer, convey and deliver, or cause to be sold, assigned, transferred, conveyed and delivered, to the Purchaser, and the Purchaser will shall purchase from the Seller, the Seller’s right, title and interest at the Seller will sell, transfer, assign, convey Closing in and deliver to the Purchaser following (the assets to be purchased by the Purchaser, together with the covenants contained in Section 5.08, being referred to as the “Purchased Assets pursuant to the Xxxx of Sale.Assets”):

Appears in 2 contracts

Samples: Asset Purchase Agreement (Utstarcom Inc), Asset Purchase Agreement (Utstarcom Inc)

Purchase and Sale of Purchased Assets. On Upon the terms and subject to the conditions set forth in this Agreementcontained herein, at the Closing, the Purchaser will purchase from the Seller, and the Seller will shall sell, transfer, assign, convey and deliver to the Purchaser Buyer, and Buyer shall purchase and accept delivery from Seller, all of the Purchased Assets pursuant to the Xxxx Assets, free and clear of Saleany Encumbrances, other than Permitted Encumbrances.

Appears in 2 contracts

Samples: Asset Purchase Agreement (Uil Holdings Corp), Asset Purchase Agreement

Purchase and Sale of Purchased Assets. On (a) Upon the terms and subject to the conditions set forth in of this Agreement, at and as of the Closing, the Purchaser will Buyer shall purchase from the Seller, Seller and the Seller will shall sell, transfer, assignconvey, convey assign and deliver to Buyer at the Purchaser Closing all of the Purchased Assets pursuant free and clear of all Encumbrances. Seller shall perform all actions necessary to facilitate the Xxxx transfer of Salethe Purchased Assets to Buyer.

Appears in 2 contracts

Samples: Asset Purchase Agreement (Y-mAbs Therapeutics, Inc.), Asset Purchase Agreement (UNITED THERAPEUTICS Corp)

Purchase and Sale of Purchased Assets. On (a) Upon the terms and subject to the conditions set forth in of this Agreement, at the Closing, the Seller shall sell, assign, transfer, convey and deliver, to the Purchaser, free and clear of all Encumbrances other than Permitted Encumbrances reflected on the Closing Statement, and the Purchaser will shall purchase from the Seller all of the Seller’s right, title and interest in and to all assets primarily related to, or primarily used in, the Seller will sellBusiness (the “Purchased Assets”), transfer, assign, convey and deliver to including the Purchaser the Purchased Assets pursuant to the Xxxx of Sale.following:

Appears in 2 contracts

Samples: Asset Purchase Agreement, Asset Purchase Agreement (Goodman Networks Inc)

Purchase and Sale of Purchased Assets. On the terms and subject to the conditions set forth in this Agreement, at the Closing, the Purchaser will shall purchase from the Seller, and the Seller will shall sell, transfer, assign, convey and deliver to the Purchaser Purchaser, all of Seller's right, title and interest in and to the Purchased Assets pursuant to the Xxxx of SaleAssets.

Appears in 2 contracts

Samples: Asset Purchase Agreement (Value City Department Stores Inc /Oh), Asset Purchase Agreement (Filenes Basement Corp)

Purchase and Sale of Purchased Assets. On (a) Upon the terms and subject to the conditions set forth in of this Agreement, at the Closing, Parent shall, and shall cause the Purchaser will purchase from Seller and Parent’s other Affiliates to, sell, assign, transfer, convey and deliver, or cause to be sold, assigned, transferred, conveyed and delivered, to the SellerPurchaser, and the Seller will sellPurchaser shall purchase from such Persons, transferall of such Persons’ rights, assign, convey title and deliver interests in and to the Purchaser following assets (the Purchased Assets pursuant to the Xxxx of Sale.Assets”):

Appears in 2 contracts

Samples: Asset Purchase Agreement (NewPage CORP), Asset Purchase Agreement (NewPage Holding CORP)

Purchase and Sale of Purchased Assets. On (a) Upon the terms and subject to the conditions set forth in of this AgreementAgreement (including Section 2.02(b)), at the Closing, the Purchaser will purchase from the SellerSeller shall sell, and the Seller will sellassign, transfer, assign, convey and deliver deliver, or cause to be sold, assigned, transferred, conveyed and delivered, to Buyer, and Buyer shall purchase and acquire from Seller, free and clear of any Encumbrances, all of Seller’s right, title and interest in the Purchaser assets, properties and rights listed below (collectively, the Purchased Assets pursuant to the Xxxx of Sale.Assets”) :

Appears in 2 contracts

Samples: Asset and Equity Purchase Agreement (Cytori Therapeutics, Inc.), Asset and Equity Purchase Agreement (Cytori Therapeutics, Inc.)

Purchase and Sale of Purchased Assets. On (a) Upon the terms and subject to the conditions set forth in of this Agreement, at and as of the ClosingClosing (as defined in Section 2.3), the Purchaser will Buyer shall purchase from the Seller, Seller and the Seller will shall sell, transfer, assignconvey, convey assign and deliver to the Purchaser Buyer all of Seller’s right, title and interest in and to the Purchased Assets pursuant free and clear of all Encumbrances. Seller shall perform all actions necessary to facilitate the Xxxx transfer of Salethe Purchased Assets to Buyer.

Appears in 2 contracts

Samples: Asset Purchase Agreement (Mirum Pharmaceuticals, Inc.), Asset Purchase Agreement (Eiger BioPharmaceuticals, Inc.)

Purchase and Sale of Purchased Assets. On (a) Subject to the terms and subject to the conditions set forth in of this Agreement, at as of the ClosingClosing Date, the Purchaser will purchase from the SellerSeller and Xxxxxx shall grant, and the Seller will sell, transferconvey, assign, convey transfer and deliver to the Purchaser, and Purchaser shall purchase from Seller and Xxxxxx, all of its and his respective right, title and interest in and to all of the Purchased Assets pursuant to the Xxxx Assets, wherever situated, free and clear of Saleall Encumbrances.

Appears in 2 contracts

Samples: Asset Purchase Agreement (Hi Tech Pharmacal Co Inc), Asset Purchase Agreement (Hi Tech Pharmacal Co Inc)

Purchase and Sale of Purchased Assets. On Upon the terms and subject to the conditions set forth in of this AgreementAgreement and the Ancillary Agreements, at and effective as of the Closing, the Purchaser will purchase from the Seller, and the Seller will shall (or shall cause its applicable Affiliates to) sell, transfer, assignconvey, convey assign and deliver to Buyer, and Buyer shall purchase and accept from Seller (or such Affiliates), the Purchaser following (collectively, the Purchased Assets pursuant to the Xxxx Assets”), free and clear of Sale.any Encumbrances (other than Permitted Encumbrances):

Appears in 2 contracts

Samples: Asset Purchase Agreement (Aegerion Pharmaceuticals, Inc.), Asset Purchase Agreement (Aegerion Pharmaceuticals, Inc.)

Purchase and Sale of Purchased Assets. On (a) Subject to the terms and subject to the conditions set forth in of this Agreement, at the Closing, the Purchaser will purchase from the Seller, and the Seller will shall sell, transfer, assign, convey convey, transfer and deliver (or cause to be sold, assigned, conveyed, transferred and delivered) to Buyer as of the Closing Date, and Buyer shall purchase and take assignment and delivery from Seller as of the Closing Date, all of Seller’s right, title and interest in and to the Purchaser Purchased Assets, free and clear of all Encumbrances other than the Purchased Assets pursuant to the Xxxx of SalePermitted Encumbrances.

Appears in 1 contract

Samples: Purchase Agreement (Telecommunication Systems Inc /Fa/)

Purchase and Sale of Purchased Assets. On (a) Upon the terms and subject to the conditions set forth in this Agreement, at the Closing, the Purchaser will purchase from the Seller, and the Seller will shall sell, assign, transfer, assign, convey and deliver (or cause the applicable other Seller Party to sell, assign, transfer, convey and deliver) to Purchaser or a Subsidiary of Purchaser (as Purchaser may so designate), and Purchaser shall purchase, acquire and accept, all of Seller Parties’ right, title and interest in and to the Purchaser the Purchased Assets pursuant to the Xxxx Assets, free and clear of Saleall Liens other than Permitted Liens.

Appears in 1 contract

Samples: Asset Purchase Agreement (Viasat Inc)

Purchase and Sale of Purchased Assets. On Upon the terms and subject to the conditions set forth in of this AgreementAgreement and the Ancillary Agreements, at and effective as of the Closing, the Purchaser will purchase from the Seller, and the Seller will shall (or shall cause its applicable Affiliates to) sell, transfer, assignconvey, convey assign and deliver to the Purchaser the Purchased Assets pursuant Buyer, and Buyer shall purchase and accept from Seller (or such Affiliates), all rights, title and interests of Seller or its Affiliates in and to the Xxxx following (collectively, the “Purchased Assets”), in each case free and clear of Sale.any Encumbrances (other than Permitted Encumbrances):

Appears in 1 contract

Samples: Asset Purchase Agreement (Aralez Pharmaceuticals Inc.)

Purchase and Sale of Purchased Assets. On the terms and subject to the conditions set forth in this Agreement, at the Closing, the Purchaser will shall purchase from the SellerSellers, and the Seller will Sellers shall sell, transfer, assign, convey and deliver to the Purchaser Purchaser, all of Sellers' right, title and interest in, to and under the Purchased Assets pursuant to as they exist on the Xxxx Closing Date. Purchaser acknowledges that it shall not acquire any right, title or interest in any property, asset or right of SaleSellers that is an Excluded Asset.

Appears in 1 contract

Samples: Asset Purchase Agreement (Direct Focus Inc)

Purchase and Sale of Purchased Assets. (a) On the terms and subject to the conditions set forth in this Agreement, at the Closing, the Closing Purchaser will shall purchase from the SellerSellers, and the Seller will Sellers shall sell, transfer, assign, convey and deliver to Purchaser, all of the Purchaser Sellers' right, title and interest in and to the Purchased Assets pursuant to the Xxxx of SaleAssets.

Appears in 1 contract

Samples: Asset Purchase Agreement (G & G Retail Inc)

Purchase and Sale of Purchased Assets. On the terms and subject to the conditions set forth contained in this Agreement, at and effective as of the Closing, the Purchaser will purchase from the Seller, and the Seller will shall sell, transferconvey, assign, convey transfer and deliver to the Purchaser Buyer, and Buyer shall purchase and acquire from Seller, free and clear of any Encumbrances (except for any Permitted Encumbrances), by appropriate instruments of conveyance reasonably satisfactory to Buyer, the Purchased Assets pursuant to the Xxxx of Sale.Assets. “

Appears in 1 contract

Samples: Asset Purchase Agreement (Irobot Corp)

Purchase and Sale of Purchased Assets. (a) On the terms and subject to the conditions set forth in this Agreement, at the Closing, the Purchaser will purchase shall purchase, acquire and accept from the Seller, and the Seller will shall sell, transfer, assign, convey convey, set over and deliver to the Purchaser the Purchased Assets pursuant to the Xxxx of Sale.Purchaser:

Appears in 1 contract

Samples: Asset Purchase Agreement (Abacus Life, Inc.)

Purchase and Sale of Purchased Assets. On the terms and subject to the conditions set forth in this Agreement, at the Closing, Closing the Purchaser will purchase and acquire from the Seller, and the Seller will sell, transfer, assign, convey and deliver to the Purchaser Purchaser, all of its right, title and interest in and to all of the assets used primarily in the operation of the Business, other than the Excluded Assets, wherever located and whether or not reflected on the Balance Sheet (collectively, the "Purchased Assets pursuant to Assets"), including the Xxxx of Sale.following assets:

Appears in 1 contract

Samples: Asset Purchase Agreement (Gencorp Inc)

Purchase and Sale of Purchased Assets. On (a) Upon the terms and subject to the conditions set forth in of this Agreement, at and as of the Closing, the Purchaser will Buyer shall purchase from the Seller, Sellers and the Seller will Sellers shall sell, transfer, assignconvey, convey assign and deliver to the Purchaser Buyer all of Sellers’ right, title and interest in and to the Purchased Assets pursuant free and clear of all Encumbrances. Sellers shall perform all actions necessary to facilitate the Xxxx transfer of Salethe Purchased Assets to Buyer.

Appears in 1 contract

Samples: Asset Purchase Agreement (Ultragenyx Pharmaceutical Inc.)

Purchase and Sale of Purchased Assets. On (a) At the Closing, upon the terms and subject to the conditions set forth in this Agreement, at the Closing, the Purchaser will purchase from the Seller, and the Seller will shall sell, transfer, assign, transfer and convey to Buyer, and deliver to the Purchaser Buyer shall purchase and acquire from Seller, the Purchased Assets pursuant to the Xxxx of SaleAssets.

Appears in 1 contract

Samples: Asset Purchase Agreement (Spectra Energy Partners, LP)

Purchase and Sale of Purchased Assets. On Subject to the terms and subject to the conditions set forth in provisions of this Agreement, at the Closing, the Purchaser will purchase from the Seller, and the Seller will Sellers hereby agree to sell, transfer, assign, convey and deliver to the Purchaser Buyer, and Buyer hereby agrees to purchase and accept assignment of the Purchased Assets pursuant Assets, free and clear of any and all Encumbrances (other than Permitted Encumbrances); all in consideration of the Purchase Price and with the intention that the Business shall be transferred to the Xxxx of SaleBuyer as a going concern.

Appears in 1 contract

Samples: Asset Purchase Agreement (Brooks Automation Inc)

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Purchase and Sale of Purchased Assets. On (a) Upon the terms and subject to the conditions set forth in of this Agreement, at the Closing, the Seller shall sell, assign, transfer, convey and deliver, or cause to be sold, assigned, transferred, conveyed and delivered, to the Purchaser, and the Purchaser will shall purchase from the Seller, the Seller's right, title and interest at the Seller will sell, transfer, assign, convey Closing in and deliver to the Purchaser following (the assets to be purchased by the Purchaser, together with the covenants contained in Section 5.08, being referred to as the "Purchased Assets pursuant to the Xxxx of Sale.Assets"):

Appears in 1 contract

Samples: Asset Purchase Agreement (Audiovox Corp)

Purchase and Sale of Purchased Assets. On Upon the terms and subject to the conditions set forth in of this Agreement, at and effective as of the Closing, the Purchaser will purchase from the Seller, and the Seller will shall sell, transfer, assignconvey, convey assign and deliver to the Purchaser the Purchased Assets pursuant Buyer (or one or more Affiliates of Buyer), and Buyer (or one or more Affiliates of Buyer) shall purchase and accept from Seller, free and clear of all Encumbrances other than Permitted Encumbrances, all right, title and interest of Seller in and to the Xxxx following properties, rights, interests and assets, as existing as of Sale.the Closing (collectively, the “Purchased Assets”):

Appears in 1 contract

Samples: Asset Purchase Agreement (Concordia Healthcare Corp.)

Purchase and Sale of Purchased Assets. On Upon the terms and subject to the conditions set forth in of this Agreement, at and effective as of the Closing, the Purchaser will purchase from the Seller, and the Seller will shall sell, transfer, assignconvey, convey assign and deliver (or, with respect to the Purchaser Product IND and the Purchased Assets pursuant Product NDA, cause to be delivered) to Buyer, and Buyer shall purchase and accept from Seller (or, with respect to the Xxxx of Sale.Product IND and the Product NDA, Buyer will accept from Mallinckrodt), the following, whether owned or held by Seller, any Affiliate thereof, Mallinckrodt or any Affiliate thereof (collectively, the “Purchased Assets”):

Appears in 1 contract

Samples: Asset Purchase Agreement (Horizon Pharma PLC)

Purchase and Sale of Purchased Assets. On (a) Upon the terms and subject to the conditions set forth in of this Agreement, at the Closing, the Sellers shall sell, assign, transfer, convey and deliver, or cause to be sold, assigned, transferred, conveyed and delivered, to Purchaser, and Purchaser will shall purchase from the applicable Seller, all of Sellers’ right, title and the Seller will sell, transfer, assign, convey interest in and deliver to the Purchaser following assets, properties and rights, as the same shall exist as of the Calculation Time on the Closing Date, free and clear of all Encumbrances (except for Permitted Encumbrances) (the “Purchased Assets pursuant to the Xxxx of Sale.Assets”):

Appears in 1 contract

Samples: Purchase Agreement (Newcastle Investment Corp)

Purchase and Sale of Purchased Assets. On (a) Upon the terms and subject to the conditions set forth in this Agreement, at the Closing, the Purchaser will purchase from the Seller, and the Seller will shall sell, assign, transfer, assign, convey and deliver to the Purchaser, and Purchaser shall purchase, acquire and accept, all of Seller’s right, title and interest in and to the Purchased Assets pursuant to the Xxxx Assets, free and clear of Saleall Liens other than Permitted Liens.

Appears in 1 contract

Samples: Asset Purchase Agreement (Maxwell Technologies Inc)

Purchase and Sale of Purchased Assets. On (a) Subject to the terms and subject to the conditions set forth in of this Agreement, at the Closing, the Purchaser will purchase from the Seller, and the Seller will Sellers shall sell, transfer, assignconvey, convey assign and deliver to Buyer, free and clear from all Liens other than Permitted Liens, and Buyer shall purchase, acquire and accept from Sellers, all of Sellers’ right, title and interest, as of the Purchaser Closing, in and to the Purchased Assets pursuant to the Xxxx of SaleAssets.

Appears in 1 contract

Samples: Asset Purchase Agreement (Zeratech Technologies USA, Inc.)

Purchase and Sale of Purchased Assets. On the terms and subject to the conditions set forth in this Agreement, at the ClosingEffective Time, the Purchaser will purchase from the Seller, Seller shall (and the Seller will shall cause its Affiliates to) sell, transfer, assignconvey, convey assign and deliver to Buyer and Buyer shall purchase, accept assignment of, take delivery and acquire from Seller, free and clear of all Encumbrances, all of the Purchaser Seller’s (and its Affiliates’) right, title and interest in, to and under the following assets, properties and rights (collectively, the “Purchased Assets pursuant to the Xxxx of Sale.Assets”):

Appears in 1 contract

Samples: Asset Purchase Agreement (Realm Therapeutics PLC)

Purchase and Sale of Purchased Assets. On Subject to the terms and subject to the conditions set forth in of this Agreement, at the Closing, the Purchaser will purchase from the Seller, and the Seller will shall sell, transfer, assign, convey convey, transfer and deliver (or cause to be sold, assigned, conveyed, transferred and delivered) to Buyer as of the Closing Date, and Buyer shall purchase and take assignment and delivery from Seller as of the Closing Date, all of Seller's right, title and interest in and to the Purchaser Purchased Assets, free and clear of all Encumbrances other than the Purchased Assets pursuant to the Xxxx of SalePermitted Encumbrances.

Appears in 1 contract

Samples: Purchase Agreement (Almost Family Inc)

Purchase and Sale of Purchased Assets. On the terms and subject to the conditions set forth contained in this Agreement, at the Closing, the Purchaser will Buyer shall purchase from the Seller, and the Seller will shall sell, transferconvey, assign, convey transfer and deliver to Buyer, free and clear of all Liens, by appropriate instruments of conveyance reasonably satisfactory to Buyer, all of the Purchaser rights, titles and interests of Seller in, to and under all of the assets, properties and rights of every kind and description that are set forth on Schedule 2.1 (the “Purchased Assets pursuant to the Xxxx of SaleAssets”).

Appears in 1 contract

Samples: Asset Purchase Agreement (Princeton Review Inc)

Purchase and Sale of Purchased Assets. On (a) Subject to the terms and subject to the conditions set forth in of this Agreement, at the Closing, the Purchaser will purchase from the Seller, and the Seller will shall sell, transfer, assign, convey convey, transfer and deliver (or cause to be sold, assigned, conveyed, transferred and delivered) to Buyer as of the Closing Date, and Buyer shall purchase and take assignment and delivery from Seller as of the Closing Date, all of Seller's right, title and interest in and to the Purchaser Purchased Assets, free and clear of all Encumbrances other than the Purchased Assets pursuant to the Xxxx of SalePermitted Encumbrances.

Appears in 1 contract

Samples: Purchase Agreement (Aether Systems Inc)

Purchase and Sale of Purchased Assets. On Upon the terms and subject to the conditions set forth in this Agreement, at the Closing, the Purchaser will purchase from the Seller, and the each Seller will shall sell, transferconvey, assign, convey transfer and deliver to Buyer, and Buyer shall purchase and acquire from each Seller, free and clear of any Encumbrances other than Permitted Encumbrances, such Seller's right, title and interest in and to, as applicable, the Purchaser following property and assets, whether real, personal or mixed, tangible and intangible, inclusive of all assets used in the Purchased Assets pursuant to operation of the Xxxx of Sale.Business, including, but not limited to:

Appears in 1 contract

Samples: Purchase and Sale Agreement (Dream Finders Homes, Inc.)

Purchase and Sale of Purchased Assets. On (a) Upon the terms and subject to the conditions set forth in of this Agreement, at the Closing, the Seller shall sell, assign, transfer, convey and deliver, or cause to be sold, assigned, transferred, conveyed and delivered, to the Purchaser, and the Purchaser will shall purchase from the Seller, and the Seller will sellFacility, transferincluding, assign, convey and deliver to the Purchaser the Purchased Assets pursuant to the Xxxx of Sale.without limitation,

Appears in 1 contract

Samples: Asset Purchase Agreement (Spire Corp)

Purchase and Sale of Purchased Assets. On (a) Upon the terms and subject to the conditions set forth in this Agreement, at the Closing, the Purchaser will purchase from the Seller, and the Seller will shall sell, assign, transfer, assign, convey and deliver to the Purchaser, and Purchaser shall purchase, acquire and accept, all of Seller’s right, title and interest in and to the Purchased Assets pursuant to the Xxxx Assets, free and clear of Saleall Encumbrances other than Permitted Encumbrances.

Appears in 1 contract

Samples: Asset Purchase Agreement (Pernix Therapeutics Holdings, Inc.)

Purchase and Sale of Purchased Assets. On the terms and subject (a) The Seller shall sell to the conditions set forth in this Agreement, at the Closing, the Purchaser will purchase from the Seller, Buyer and the Buyer shall purchase all of the right, title and interest, if any, of the Seller will sell, transfer, assign, convey in and deliver to the Purchaser the Purchased Assets pursuant to the Xxxx of SaleApproval and Vesting Order and the Buyer shall pay the Purchase Price and assume the Assumed Liabilities on the Closing Date, subject to the terms and conditions contained in this Agreement.

Appears in 1 contract

Samples: Asset Purchase Agreement (Derma Sciences Inc)

Purchase and Sale of Purchased Assets. On (a) Upon the terms and subject to the conditions set forth in of this Agreement, at the Closing, Parent shall, and shall cause the Purchaser will purchase from Seller and Parent's other Affiliates to, sell, assign, transfer, convey and deliver, or cause to be sold, assigned, transferred, conveyed and delivered, to the SellerPurchaser, and the Seller will sellPurchaser shall purchase from such Persons, transferall of such Persons' rights, assign, convey title and deliver interests in and to the Purchaser following assets (the "Purchased Assets pursuant to the Xxxx of Sale.Assets"):

Appears in 1 contract

Samples: Asset Purchase Agreement (Glatfelter P H Co)

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