Assets to be Sold to Buyer. Subject to the terms and conditions contained in this Agreement, at Closing (as defined below), Seller shall convey, grant, bargain, sell, transfer, release, deliver and confirm to Buyer, and Buyer shall purchase, at Closing (as defined below) good, clear and marketable title to the assets identified on Exhibit A attached hereto and made a part hereof (the “Assets”) free and clear from any defects, liens, encumbrances and claims of any kind.
Assets to be Sold to Buyer. Subject to the terms and conditions contained in this Agreement, National Grid shall transfer to Buyer at Closing (as defined below) all of National Grid ’s right, title and interest in and to the Assets .
Assets to be Sold to Buyer. Upon the terms of and subject to the conditions in this Agreement, at the Closing, the Sellers shall sell, convey, transfer, assign and deliver to the Buyer, free and clear of all Liens, other than Permitted Liens, and the Buyer shall purchase, acquire and accept from the Sellers on the Closing Date, all of Sellers' right, title and interest in and to the Subject Assets, whether tangible or intangible, whether real, personal, mixed, whether accrued, contingent, or otherwise, including without limitation the following:
Assets to be Sold to Buyer. Subject to and in reliance upon the covenants, representations, warranties and agreements set forth herein, and subject to the conditions in this Agreement, the Seller shall (or shall cause its Subsidiaries to, as applicable) sell, convey, transfer, assign and deliver to the Buyer, and the Buyer shall purchase, acquire and accept from the Seller or such Subsidiaries on the Closing Date the Subject Assets, free and clear of any encumbrance, lien or impediment to title, including the following:
Assets to be Sold to Buyer. On the terms and subject to the conditions of this Agreement, and on the basis of the representations and warranties herein contained, the Selling Parties shall sell, assign, transfer, convey and deliver (or cause to be assigned, transferred, conveyed and delivered) to Buyer, on the Closing Date, all of the assets (tangible and intangible), properties and other rights owned, used or held for use by either or both of the Selling Parties (or any of their subsidiaries) in connection with the operation of the Business (except for the Excluded Assets) including without limitation (x) all assets and properties of the Business shown on the Financial Statements that have not been consumed or otherwise disposed of in the ordinary course of business as of the Closing Date, and (y) all assets and properties of the Business acquired subsequent to the date of the Financial Statements that have not been consumed or otherwise disposed of in the ordinary course of business as of the Closing Date (collectively, the "Acquired Assets"). The Acquired Assets shall include, without limitation, all right, title and interest of Seller and/or DCTI, as applicable, in, to and under the following:
Assets to be Sold to Buyer. On the terms and subject to the conditions of this Agreement, and on the basis of the representations and warranties herein contained, Seller shall sell, assign, transfer, convey and deliver to Buyer, on the Closing Date, free and clear of all Liens, all of the assets described herein (collectively, the “Acquired Assets or Assets”). , Such Acquired Assets shall include, without limitation, all right, title and interest of Seller in, to and under the following:
Assets to be Sold to Buyer. Seller does hereby agree to sell, assign and transfer to Buyer, and Buyer does hereby agree to purchase from Seller for the consideration and upon the terms and conditions hereinafter set forth, all as of the Effective Date (as hereinafter defined in Section 4.1 hereof), all the Seller's right, title and interest in and to the following assets used in the business of or related to Seller's provision of the Services (hereinafter sometimes referred to as the "Subject Assets"):
Assets to be Sold to Buyer. On the terms and subject to the conditions of this Agreement, and on the basis of the representations and warranties herein contained, Seller shall sell, transfer, convey, assign and deliver to Buyer, on the Closing Date, all of its right, title and interest in and to the following intangible assets used in the Medicaid Business (the "Special Intangible Medicaid Assets"), free and clear of all Liens:
Assets to be Sold to Buyer. Corning agrees to sell, assign and transfer or cause to be sold, assigned or transferred to Buyer and Buyer agrees to purchase and receive at the Closing, the assets set forth in subsections (a) through (k) below owned or leased by Corning or any of its direct or indirect subsidiaries and used by the Serengeti Business (but expressly excluding the Retained Assets described in Section 2.2, below) (the "Assets") free and clear of all liens and encumbrances, except the Permitted Encumbrances.
Assets to be Sold to Buyer. On the terms and subject to the conditions of this Agreement, and on the basis of the representations and warranties herein contained, on the Closing Date Seller shall sell, assign, transfer, convey and deliver to Buyer all of Seller’s rights, title and interests in, free and clear of all Liens, all of the Acquired Assets. The “Acquired Assets” consist of all assets (tangible and intangible), properties and other rights used or held for use primarily or exclusively in connection with the operation of the Business (expressly excluding the Excluded Assets, defined below) (collectively, the “Acquired Assets”), and include, without limitation, the following:
