Assets to be Sold. Upon the terms and subject to the conditions set forth in this Agreement, at the Closing, Seller shall sell, convey, assign, transfer and deliver to Buyer, and Buyer shall purchase and acquire from Seller, free and clear of any encumbrances other than any permitted herein, all of Seller's right, title and interest in and to all of Seller's property and assets, real, personal or mixed, tangible and intangible, of every kind and description, wherever located, including the following (the "Assets"):
Assets to be Sold. Upon the terms and subject to the conditions set forth in this Agreement, at the Closing and effective as of the Effective Time, each Seller shall sell, convey, assign, transfer, and deliver to Buyer, and Buyer shall purchase and acquire from such Seller, free and clear of any Encumbrances other than Permitted Encumbrances, all of such Seller’s right, title, and interest in and to all of the following:
Assets to be Sold. Upon the terms and subject to the conditions set forth in this Agreement, at the Closing, but effective as of the Effective Time, Seller shall sell, convey, assign, transfer and deliver to Buyer, and Buyer shall purchase and acquire from Seller, free and clear of any Encumbrances other than Permitted Encumbrances, all of Seller's right, title and interest in and to (i) all personal property and assets located at any of the Facilities and used in connection with or otherwise relating to the business of the Division, and (ii) all other personal property and assets, tangible and intangible, of every kind and description, wherever located, used solely in connection with the business of the Division, including in each case the following (but excluding the Excluded Assets):
Assets to be Sold. Subject to the terms and conditions of this Agreement, at Closing, Seller (and the other Operator Affiliates to the extent such assets are owned by them) will sell, convey, assign, transfer and deliver to Buyer and/or Buyer's designee or assignee as provided in Section 13.11, and Buyer and/or Buyer's designee or assignee, will purchase and acquire, as a going concern, the Facility and all of the assets, properties (real or personal, tangible or intangible), rights, prepaid expense items and business goodwill used in connection with, relating to or necessary for the ownership and operation of the Facility, and the continued conduct of the Business or which are located at the Facility, including the Personal Property and Designated Contracts, but excluding the Excluded Assets (the assets intended to be so acquired are collectively referred to as the "Acquisition Assets"), in each case free and clear of any and all Encumbrances other than the Permitted Encumbrances. Acquisition Assets shall include the motor vehicle presently owned by Seller used to transport Residents/Patients to and from the Facility and set forth on Schedule 2.1 hereto.
Assets to be Sold. Upon the terms and subject to the conditions set forth in this Agreement, at the Closing (as defined in Section 1.6 below), Seller shall sell, convey, assign, transfer and deliver to Buyer, and Buyer shall purchase and acquire from Seller, free and clear of any charge, claim, equitable interest, lien, option, pledge, security interest, mortgage, encroachment, or restriction of any kind (an “Encumbrance”), other than any Encumbrance identified on Annex A as acceptable to Buyer (a “Permitted Encumbrance”), all of Seller’s property and assets, real, personal or mixed, tangible and intangible, of every kind and description, wherever located, belonging to Seller and used in the conduct of the Seller’s private investigations and security consulting business (the “Business”), including the following (but excluding the Excluded Assets):
Assets to be Sold. (a) Subject to the terms and conditions herein, Seller shall sell, transfer and assign, and Buyer shall purchase, pay for and receive, all of Seller’s right, title and interest in and to the following, save and except the Excluded Assets:
Assets to be Sold. Except as otherwise provided in Section 1.2, at the Closing provided for in Article 4, the Seller shall sell, assign, transfer and deliver to the Buyer all of the assets, properties, and rights of the Seller of every type and description, real, personal and mixed, tangible and intangible, wherever located and whether or not reflected on the books and records of the Seller relating to or used or employed in connection with those assets described on Schedule 1.1, attached hereto (all of such assets, properties, rights and business being hereinafter sometimes collectively called the “Purchased Assets”)
Assets to be Sold. Except as otherwise specifically provided in this Agreement, all of the Assets, whether or not described in the Schedules to this Agreement, are intended to be sold, transferred, assigned, conveyed and delivered to Buyer, free and clear of all Security Interests.
Assets to be Sold. (a) On the terms and subject to the conditions of this Agreement, Parent shall, and shall cause the Other Sellers to, on the Closing Date, sell, assign, transfer, convey and deliver to the Purchaser or one or more of the Purchaser's designated Affiliates, and the Purchaser or one or more of such designated Affiliates shall purchase from the Sellers, on the Closing Date, all the assets, properties, goodwill and business of every kind and description and wherever located, whether tangible or intangible, real, personal or mixed, directly or indirectly owned by the Sellers or to which they are directly or indirectly entitled and, in any case, belonging to or used or intended to be used primarily in the SAP Business or primarily related to the SAP Business, other than the Excluded Assets (the assets to be purchased by the Purchaser and its designated Affiliates being referred to as the "SAP Assets"), including, without limitation, the following:
Assets to be Sold. Seller shall sell, transfer, grant, and assign, or cause others to sell, transfer, grant and assign and deliver to Buyer, and Buyer shall purchase and receive all of Seller’s rights, title, and interests (but exclusive of the equipment, machinery, and other real, personal, movable, immovable and mixed property expressly reserved by Seller pursuant to Section 1.3 hereof) in and to the following: