Common use of ASSETS BEING SOLD Clause in Contracts

ASSETS BEING SOLD. Upon the terms and subject to the Conditions to Closing (as defined in Section 3.4 below), Seller is selling, conveying, assigning and transferring to Purchaser, and Purchaser is purchasing and acquiring from Seller, all of Seller’s right, title to and interest in all of the properties, rights and assets of Seller, wherever situated, of every kind, nature and description, tangible or intangible, constituting part of the Business, whether arising by contract, law or otherwise, except for the Excluded Assets (as hereinafter defined), all as the same shall exist on the Closing Date (such assets being referred to collectively as the “Assets”), including, without limitation, the following:

ASSETS BEING SOLD. Upon the terms and subject to the Conditions to conditions of this Agreement, on the Closing Date (as defined in Section 3.4 SECTION 3.1 below), Seller is Sellers are selling, conveying, assigning and transferring to Purchaser, and Purchaser is purchasing and acquiring from SellerSellers, all of Seller’s Sellers' right, title to and interest in and to all of the properties, rights and assets of SellerSellers, wherever situated, of every kind, nature and description, tangible or intangible, constituting part of relating to the BusinessBrand, whether arising by contract, law or otherwise, except for the Excluded Assets (as hereinafter defined), all as the same shall exist on the Closing Date (such assets being referred to collectively as the “Assets”"ASSETS"), including, without limitation, the following:

ASSETS BEING SOLD. Upon the terms and subject to the Conditions to Closing (as defined conditions set ----------------- forth in Section 3.4 below)this Agreement, Seller is sellingshall sell, conveyingassign, assigning and transferring transfer to Purchaser, and Purchaser is purchasing shall purchase and acquiring accept the assignment, transfer and delivery from SellerSeller of, all of Seller’s the right, title to and interest of Seller in all and to the assets, properties, and rights of Seller used in or relating to the operation of the properties, business of Seller as heretofore conducted (the "Business") and which are identified in Schedule 4.4 as well as all rights of Seller in and assets of Seller, wherever situated, of every kind, nature and description, tangible or intangible, constituting part of to the Business, whether arising by contract, law or otherwise, except for the Excluded Assets (Proprietary Rights as such term is hereinafter defined), all as the same shall exist on the Closing Date (such assets being collectively referred to collectively herein as the “"Assets”"), including, without limitation, other than those assets identified on Schedule 2.3 (the following:"Excluded Assets").