Common use of Assets to be Sold Clause in Contracts

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. Upon the terms and subject to the conditions set forth in this Agreement, at the Closing, but effective as of the Effective TimeClosing Date, Seller shall sell, convey, assign, transfer and deliver to BuyerAcquisition Sub, and Buyer Acquisition Sub shall purchase and acquire from SellerSeller (except that the Subsidiary Stock, as defined below, shall be transferred to Buyer), free and clear of any Encumbrances other than Permitted Encumbrances, all of Seller's ’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 Seller’s property and assets, real, personal or mixed, 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. Upon the terms and subject to the conditions set forth in this Agreement, at the Closing, but effective as of the Effective TimeClosing (as defined in Section 1.6), Seller the Company shall sell, convey, assign, transfer and deliver to Buyer, and Buyer shall purchase and acquire from Sellerthe Company, free and clear of any Encumbrances other than Permitted Encumbrancesclaim, encumbrance, lien, option, pledge, security interest, mortgage or similar restriction (each, a “Claim” and collectively, “Claims”), all of Seller's the Company’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 Company’s property and assets, real, personal or mixed, 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 AssetsAssets (as defined in Section 1.2)):

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 DivisionBusiness, 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 DivisionBusiness, including in each case the following (but excluding the Excluded Assets):

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 (or Buyer’s assignee as permitted by Section 13.10), and Buyer (or Buyer’s assignee) shall purchase and acquire from Seller, free and clear of any Encumbrances other than Permitted Encumbrances, all of Seller's ’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 Seller’s property and assets, real, personal or mixed, tangible and intangible, of every kind and description, wherever located, belonging to Seller and used solely exclusively in connection with the business of the DivisionBusinesses, including in each case the following (but excluding the Excluded Assets):