Purchased Assets; Excluded Assets. (a) The term “
Purchased Assets; Excluded Assets. Upon the terms and subject to the conditions of this Agreement, Purchaser shall purchase from Seller, and Seller shall sell, convey, transfer, assign and deliver, or cause to be sold, conveyed, transferred, assigned and delivered, to Purchaser, at the Closing, the Purchased Assets and all of Seller’s right, title and interest in, to and under the Purchased Assets, free and clear of any and all Liens, other than Permitted Liens. Purchaser shall not purchase or acquire or otherwise obtain any right, title or interest in any Excluded Asset, except for the right to use certain Excluded Assets, solely to the extent provided under, and in accordance with, the Transaction Agreements.
Purchased Assets; Excluded Assets. Purchaser agrees to purchase from Seller and its Affiliates (other than Canadian Seller), and Seller agrees to, and to cause its Affiliates (other than Canadian Seller), to, sell, convey, transfer, assign and deliver, or cause to be sold, conveyed, transferred, assigned and delivered, to Purchaser, at the Closing, all of Seller’s and its Affiliates’ (other than Canadian Seller’s) right, title and interest in, to and under the Purchased Assets (other than the Canadian Assets), free and clear of all Liens, other than Permitted Liens. Canadian Purchaser agrees to purchase from Canadian Seller, and Canadian Seller agrees to sell, convey, transfer, assign and deliver, or cause to be sold conveyed, transferred, assigned and delivered, to Canadian Purchaser, at the Closing, all of Canadian Seller’s right, title and interest in, to and under the Canadian Assets, free and clear of all Liens, other than Permitted Liens. Purchaser and Canadian Purchaser will not purchase or acquire or otherwise obtain any right, title or interest in any Excluded Asset.
Purchased Assets; Excluded Assets. (a) Upon the terms and subject to the conditions of this Agreement, Seller hereby sells, assigns, conveys, transfers, and delivers to Purchaser free and clear of all Liens (other than Permitted Liens), and Purchaser hereby purchases from Seller, all of the right, title, and interest of Seller in and to all of the assets, properties, and rights of Seller relating to or used by Seller in the conduct of the Business, directly or indirectly, in whole or in part, of every type and description, real, personal, or mixed, tangible and intangible, wherever located and whether or not reflected on the books of Seller, including, without limitation, the following, as the same exists as of the date hereof (in all cases, other than the Excluded Assets):
Purchased Assets; Excluded Assets. (a) As used herein, the term “Assets” refers to the following and all of Seller’s right, title and interest therein:
Purchased Assets; Excluded Assets. (a) Without limiting the generality of the definition of “Purchased Assets” set forth in the third recital to this Agreement, the Purchased Assets shall include all of Seller Parent’s and Seller’s (and, as applicable, their respective Affiliates’) right, title and interest in and to the following:
Purchased Assets; Excluded Assets. (a) On the basis of the representations, warranties, covenants, and agreements herein, and subject to the terms hereof, at the Closing, Purchaser shall purchase from Sellers and Sellers shall sell, convey, assign, transfer and deliver to Purchaser, all right, title and interest in and to all of the assets, properties and rights of the Division or that are primarily used or held for use in connection with the Business, wherever located, but excluding the Excluded Assets (such assets, properties and rights, the “Purchased Assets”), all such Purchased Assets free and clear of all Liens, as follows:
Purchased Assets; Excluded Assets. Upon the terms and subject to the conditions contained in this Agreement, at the Closing, Seller and Seller Parent shall (and, to the extent necessary, shall cause their respective Affiliates to) sell, convey, transfer, assign and deliver to Purchaser (or ISR Purchaser, as the case may be), and Purchaser (or ISR Purchaser, as the case may be) shall acquire from Seller and Seller Parent (and any applicable Affiliates), free and clear of all Encumbrances except Closing Permitted Encumbrances, all of the Purchased Assets; provided, however, that ISR Purchaser shall acquire only that part of the Purchased Assets that are (x) Seller’s tangible Personal Property and (y) rights under the Leases (collectively, the “ISR Purchased Assets”). Notwithstanding the foregoing, the Purchased Assets shall not include, and the Seller Parties shall retain, the Excluded Assets.
Purchased Assets; Excluded Assets. On the terms and subject to the conditions herein, at Closing, Seller agrees, transfer and deliver to sell to Buyer, and Buyer agrees to purchase from Seller, all of the Seller's right, title and interest in and to specific Seller's assets used in the conduct of Business that are described in subsections (a) through (g) below or on Exhibit B (collectively, the "Purchased Assets"):
Purchased Assets; Excluded Assets. Except as otherwise provided in Section 2.01(b), at the Closing, Purchaser agrees to purchase from the Asset Sellers, and Seller agrees to, and agrees to cause each other Asset Seller to sell, convey, transfer, assign and deliver, or cause to be sold, conveyed, transferred, assigned and delivered, to Purchaser, all of each Asset Seller’s right, title and interest in, to and under the Purchased Assets, free and clear of all Liens, other than, in the case of all Purchased Assets other than the Purchased Shares, Permitted Liens. Purchaser shall not purchase or acquire or otherwise obtain any right, title or interest in any Excluded Asset.
