Acquired Assets. On the terms and subject to the conditions set forth in this Agreement and subject to the approval of the Bankruptcy Court pursuant to Sections 105, 363 and 365 of the Bankruptcy Code, at the Closing, Sellers shall sell, assign, transfer, convey and deliver, or cause to be sold, assigned, transferred, conveyed and delivered, to Buyer, and Buyer shall purchase and accept from Sellers, all of Sellers' rights, title and interests (but, except as set forth in Section 1.3 below, none of the Liabilities) in and to each and all of the Acquired Assets. "Acquired Assets" shall mean the assets, properties, rights, and claims of Sellers of every nature used in, held for use or related to the Business (other than the Excluded Assets), real or personal, now existing or hereafter acquired, whether or not reflected on the books or financial statements of the Sellers, wherever located, whether tangible or intangible, as the same shall exist at the Closing. The sale and purchase of the Acquired Assets shall be free and clear of all Encumbrances, in each case other than Permitted Encumbrances and Encumbrances included in the Assumed Liabilities. The Acquired Assets shall include, but not be limited to, all of Sellers' rights, title and interests in and to the assets, properties, rights and claims described in clauses (a) through (r) below (except as expressly excluded pursuant to Section 1.2 of this Agreement):
Acquired Assets. Upon the terms and subject to the conditions contained herein, at the Closing, Seller shall sell, convey, transfer, assign and deliver to Buyer, and Buyer shall acquire from Seller, all right, title and interest of Seller in and to all the business, properties, assets and rights, whether tangible or intangible, real, personal or mixed, owned, leased or held by Seller that constitute, or are used in connection with or are related to the Hospital and the Licensed Operations, as such assets shall exist on the Closing Date, including the following items to the extent used or held for use in the operations of the Hospital and the Licensed Operations (except to the extent that any such assets constitute Excluded Assets) (collectively, the “Acquired Assets”).
Acquired Assets. Subject to the terms and conditions set forth in this Agreement, at the Closing referred to in Article 4 hereof the Seller shall sell, assign, transfer and deliver to the Buyer, and the Buyer shall purchase, acquire and take assignment and delivery of all assets of the Seller that are used exclusively in the NAC Business, or otherwise listed on one of the Schedules described in Section 1.1, including but not limited to the following assets (other than the Excluded Assets specified in Section 1.2) of the Seller (all of which assets are hereinafter referred to collectively as the "Acquired Assets"):
Acquired Assets. At the Closing, the Seller shall sell, transfer, assign, convey and deliver to the Buyer, and the Buyer shall purchase, acquire and accept from the Seller, subject to and upon the terms and conditions of this Agreement, free and clear of any Lien (except for the Assumed Liabilities), all of the right, title and interest of the Seller in and to all of the assets and properties of the Seller used exclusively in the Business and located at the Seller’s location in Haverhill, Massachusetts, including, without limitation, the following assets and properties (collectively, the “Acquired Assets”) but excluding the Excluded Assets:
Acquired Assets. Subject to the terms and conditions set forth in this Agreement (including Section 1.4), at the Closing, Seller shall sell, assign, transfer and deliver to Purchaser, and Purchaser shall purchase, acquire and take assignment and delivery from Seller, all of the assets then owned by Seller (wherever located) except for the Excluded Assets, and such assets sold, assigned, transferred and delivered to Purchaser hereunder are referred to collectively herein as the "ACQUIRED ASSETS." The Acquired Assets include all property of the Estates immediately prior the Closing, including (but not limited to) the following:
Acquired Assets. Upon the terms and subject to the conditions of this Agreement and in reliance on the representations and warranties contained in this Agreement, on the Closing Date, Seller, on behalf of itself and its Subsidiaries, agrees to sell, transfer, assign, convey and deliver to Purchaser, and Purchaser agrees to purchase, acquire and accept from Seller and its Subsidiaries, all of Seller’s and its Subsidiaries’ right, title and interest (whether beneficial or of record) in, to and under the Acquired Assets as the same shall exist on the Closing Date, free and clear of any Encumbrance (other than Permitted Encumbrances). For purposes of this Agreement and except as otherwise provided in Section 2.2, “Acquired Assets” shall mean all assets, properties and rights set forth or described in subsections (a) through (j) below, inclusive, subject in each and every case to such modification and changes to the identified Schedules as are agreed to by the parties, consistent with the terms of this Agreement and are necessary to reflect all of the Acquired Assets as of the Closing Date, including, without limitation:
Acquired Assets. Upon the terms and subject to the conditions set forth in this Agreement, at the Closing Seller shall sell, assign, transfer, convey and deliver to Buyer free and clear of all Liens, and Buyer shall purchase, acquire and take assignment and delivery of, all right, title and interest of Seller in and to the Acquired Assets, including the following:
Acquired Assets. Seller has legal and beneficial ownership and good, valid and marketable title in and to the Acquired Assets, free and clear of any Liens, other than in respect of: (a) the patents relating to the Acquired Assets which are legally owned by Borody for the benefit of Seller and which Borody will transfer to Buyer at Closing, (b) the Charges which will be created on the Effective Date in accordance with Section 6.1A; and (c) the Assumed Liabilities, and upon delivery to Buyer at Closing of the instruments of transfer contemplated by Sections 8.1.3 and 8.1.5, Buyer shall thereby acquire legal and beneficial ownership and good, valid and marketable title in and to the Acquired Assets, free and clear of any Liens, other than the Assumed Liabilities or those Acquired Assets which are not capable of being transferred and are the subject of the grant of a licence in accordance with Section 4. The Acquired Assets are in good and serviceable condition and are suitable for the uses for which used by Seller. The Acquired Assets comprise all of the material assets, of any type, necessary for the exploitation of the Acquired Assets or conduct of business with respect to the Acquired Assets and the exploitation of the Technology and the Products by Buyer as same has been heretofore conducted by Seller, and there are no material assets or properties owned, controlled, leased, licensed or used by Seller in the exploitation of the Acquired Assets or the operation of business in respect of the Acquired Assets or the exploitation of the Technology and the Products that will not be transferred to Buyer hereunder. There are no outstanding Liabilities or Liens related to the Acquired Assets or the Products other than the Assumed Liabilities.
Acquired Assets. For purposes of this Agreement, the term “Acquired Assets” shall include the Contributed Assets set forth on Schedule 2.1(a)(i) and the Purchased Assets set forth on Schedule 2.1(a)(ii) and, subject to the provisions of Section 5.12(b), shall also include all right, title and interest of Seller in and to the following assets, properties and rights that are used in or related to the Business, other than the Excluded Assets, whether or not such assets are specifically listed on Schedule 2.1(a)(i) or Schedule 2.1(a)(ii) and in which event and to the extent that any of the assets listed below are not so included on Schedule 2.1(a)(i) or Schedule 2.1(a)(ii), such assets shall be deemed for all purposes of this Agreement to be Contributed Assets to the extent such assets are of the same type and character (i.e. non-intangible assets) as those described on Schedule 2.1(a)(i), as if set forth on and incorporated by reference into Schedule 2.1(a)(i) and such assets shall be deemed for all purposes of this Agreement to be Purchased Assets to the extent such assets are of the same type and character (i.e. intangible assets) as those described on Schedule 2.1(a)(ii), as if set forth on and incorporated by reference into Schedule 2.1(a)(ii):
Acquired Assets. Upon the terms and subject to the conditions contained in this Agreement and subject to requisite Bankruptcy Court approvals and the terms of the Sale Order, at the Closing, Sellers shall transfer and deliver to Buyer good and valid title to the Acquired Assets, free and clear of all Liens (other than Permitted Liens).