Common use of Assets Complete Clause in Contracts

Assets Complete. Except for the Excluded Assets, the Assets to be transferred to Buyer pursuant to this Agreement and the Transaction Documents include all the assets and rights used by Seller in connection with the use, marketing, promotion, sale and distribution of the Products, and the operation of the Assets and the Facilities in connection with the Business, in the same manner as currently conducted by Seller. The execution and delivery of the Transaction Documents by the parties and the payment by Buyer to Seller of the Aggregate Purchase Price of the Assets set forth in Section 3.1 will result, subject to obtaining the Consents and Approvals set forth in Schedule 5.5 and to the qualifications set forth in Section 5.31 below, in Buyer’s immediate acquisition of good, valid and marketable title to the Assets, free and clear of any Encumbrance, except for the Permitted Encumbrances.