Assets to be Purchased. (a) Subject to the conditions specified in this Agreement, at the Closing (as defined herein), Seller shall sell, assign and transfer to Purchaser, and Purchaser shall buy from Seller, the following property, assets and rights (collectively, the "Purchased Assets"): ----------------
Assets to be Purchased. The assets to be purchased from Seller are the following assets held by Seller as of the Closing for use in connection with all or any part of the Business (collectively, the "Assets"):
Assets to be Purchased. (a) Subject to and upon the terms and conditions of this Agreement, at the Closing, the Seller shall transfer, convey, assign, deliver, and the Buyer shall receive from the Seller, the following properties, assets and other claims, rights and interests of the Seller:
Assets to be Purchased. (a) Upon the terms and subject to the conditions of this Agreement, the Seller will sell, transfer, convey, assign and deliver to the Purchaser, and the Purchaser will purchase, as a going concern, from the Seller, at the Closing, all of the businesses, assets, properties, goodwill and rights of the Seller, of every nature, kind and description, tangible and intangible, real, personal or mixed, wheresoever located and whether or not carried or reflected on the books and records of the Seller, including, without limitation, real and personal property that is now owned or leased by the Seller or in which the Seller has any right or interest; franchises; all right, title and interest in and to the use of Seller's corporate or entity names and any derivatives or combinations thereof (in accordance with Section 4.16 herein), including, without limitation, those listed in Exhibit 1.1(a) hereto; logos, trademarks, trademark registrations and trademark applications or registrations thereof, including the goodwill associated therewith; the goodwill of the Seller's business; copyrights, copyright applications and copyright registrations, patents and patent applications; rights under or pursuant to licenses by or to the Seller; development and prototype hardware, software, processes, formula, trade secrets, inventories and royalties, including all rights to xxx for past infringements; leaseholds and other interests in land, inventory (accumulated costs of jobs and supplies), equipment, machinery, furniture, fixtures, motor vehicles and supplies; cash, money and deposits with financial institutions and others, certificates of deposit, commercial paper, notes, evidences of indebtedness, stocks, bonds and other investments; accounts receivables; prepaid expenses; insurance policies, contracts, purchase orders, customers, lists of customers and suppliers, sales representative agreements, and all favorable business relationships, causes of action, judgments, claims and demands of whatever nature; telephone, telefax and telex numbers; all listings in all telephone books and directories; all credit balances of or inuring to the Seller under any state unemployment compensation plan or fund; employment contracts (except for those employment contracts specifically excluded herein); obligations of the present and former officers and employees and of individuals and corporations; rights under joint venture agreements or arrangements; files, papers and records relating to the Sel...
Assets to be Purchased. Subject to the terms and conditions hereof, on the Closing Date and as of the Effective Time, Sellers agree to sell to Buyer, free and clear of all Liens other than Permitted Liens, all right, title and interest of Sellers to and in all of the Purchased Assets.
Assets to be Purchased. (a) Subject to the terms and conditions hereof on the Closing Date, and as of the Effective Time, Seller shall sell to Buyer, free and clear of all liens, claims, restrictions or encumbrances of any kind, unless otherwise provided herein, all assets and property and associated rights and interests, real, personal, and mixed, tangible and intangible, of whatever kind, owned, used or held for use by Seller (the "Purchased Assets") in connection with the business and operations of Seller (the "Business"). Without limiting the generality of the foregoing, the Purchased Assets include the following items:
Assets to be Purchased. At the Closing, upon satisfaction of all conditions to the obligations of the parties contained herein (other than such conditions as will have been waived in accordance with the terms hereof), Seller shall sell, assign, transfer, convey and deliver to Buyer and Buyer shall accept and purchase, all of Seller's right, title and interest in and to all of the assets set forth on Schedule 1.02 (collectively, the "Purchased Assets"):
Assets to be Purchased. Seller hereby agrees to convey, transfer, assign, and deliver to Buyer on a going concern basis, and Buyer hereby agrees to purchase from Seller all of Seller's assets located at or used in connection with Seller's operation of the Drug Store including but not limited to:
Assets to be Purchased. On the Closing Date and subject to the terms and conditions of this Agreement, Seller shall sell, convey, transfer, assign, set over and deliver to Purchaser all of Seller’s right, title and interest in and to the following assets (collectively, the “Purchased Assets”):
Assets to be Purchased. Upon the terms and subject to the conditions set forth herein and in the Master Agreement, and in reliance on the respective representations and warranties of the parties contained in the Master Agreement, at the Closing, Seller agrees to sell, convey, grant, assign, and transfer to Buyer and Buyer agrees to purchase, assume and acquire from Seller all of the Assets, held by Seller. The "Assets" are the following, provided, however, that the Assets shall not include any Excluded Assets:
