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, Sellers shall sell, convey, assign, transfer and deliver to Buyer, and Buyer shall purchase and acquire from Sellers, free and clear of any Encumbrances other than Permitted Encumbrances, all of Sellers' right, title and interest in and to all of the Intellectual Property Assets as described in more detail on Exhibit A attached hereto ("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, Sellers Seller shall sell, convey, assign, transfer and deliver to Buyer, and Buyer shall purchase and acquire from SellersSeller, free subject to any and clear of any Encumbrances other than Permitted all Liabilities and Encumbrances, all of Sellers' Seller’s right, title and interest in and to all of such Seller’s property and assets, real, personal or mixed, tangible and intangible, of every kind and description, wherever located, but excluding the Intellectual Property Excluded Assets as described in more detail on Exhibit A attached hereto ("the “Assets"”).

Assets to be Sold. Upon Subject to the terms and subject to the conditions set forth in of this Agreement, at the Closing, but effective as of the Effective Time, Sellers Vendor shall sell, convey, assign, transfer and deliver to Buyerthe Purchaser, and Buyer the Purchaser shall purchase purchase, acquire and acquire accept from Sellersthe Vendor, free and clear of any Encumbrances all Liens other than Permitted Encumbrances, all of Sellers' the right, title and interest of the Vendor in and to all of the Intellectual Property Assets as described Assets, subject to any and all limitations and exclusions provided for elsewhere in more detail on Exhibit A attached hereto ("this Agreement and excluding the right, title and interest of the Vendor in and to the Excluded Assets").

Assets to be Sold. Upon Subject to the terms and subject to the conditions set forth in of this Agreement, at the closing provided for in Section 3.01 hereof, (the "Closing, but effective as of the Effective Time" or "Closing Date"), Sellers shall will sell, convey, assign, transfer and deliver to Buyer, and Buyer shall purchase and acquire from Sellers, free and clear (or to such subsidiary or affiliate of any Encumbrances other than Permitted Encumbrances, all of Sellers' right, title and interest in and to all of the Intellectual Property Assets Buyer as described in more detail on Exhibit A attached hereto ("Assets").Buyer may identify in

Assets to be Sold. Upon Subject to the terms and subject to the conditions set forth in of this Agreement, at the ClosingClosing provided for in Section 4.01 hereof, but effective as of the Effective Time, Sellers shall will sell, convey, assign, transfer and deliver to the Buyer, and the Buyer shall purchase will purchase, acquire and acquire accept from the Sellers, free and clear of any all Encumbrances other than Permitted Encumbrances, all of Sellers' the right, title and interest of the Sellers at the time of the Closing, in and to all of the Intellectual Property Assets as described in more detail on Exhibit A attached hereto ("Assets").

Assets to be Sold. Upon Subject to the terms and subject to the conditions set forth in of this Agreement, at the ClosingClosing (as defined in Section 2), but effective as the Sellers shall sell to the Buyers, and the Buyers shall purchase from each of the Effective Time, Sellers shall sell, convey, assign, transfer and deliver to Buyer, and Buyer shall purchase and acquire from Sellers, free and clear of any Encumbrances other than Permitted Encumbrances, all of Sellers' right, title and interest in and to all of the Intellectual Property Assets as described in more detail on Exhibit A attached hereto ("Assets").following 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, Sellers Seller shall sell, convey, assign, transfer and deliver to Buyer, and Buyer shall purchase and acquire from SellersSeller, free and clear of any Encumbrances Encumbrances, other than the Permitted EncumbrancesEncumbrances described in Schedule 3.8, all of Sellers' Seller’s right, title and interest in and to all of the Intellectual Property Seller’s Acquired Assets as described in more detail on Exhibit A attached hereto ("Assets")wherever located.

Assets to be Sold. Upon On the terms and subject to the conditions set forth in of this Agreement, at Seller shall, on the ClosingClosing Date, but effective as of the Effective Time, Sellers shall sell, convey, assign, transfer convey and deliver assign to Buyer, and Buyer shall purchase and acquire from SellersPurchaser, free and clear of any Encumbrances other than Permitted Encumbrancesall claims, liens and interests except as is provided for herein, all of Sellers' Seller's right, title and interest in and to all of the Intellectual Property Assets as described in more detail on Exhibit A attached hereto ("Assets").

Assets to be Sold. Upon the terms and subject to the conditions set forth in of this Agreement, at the Closing, but effective as of the Effective Time, Sellers Seller shall sell, conveytransfer, assign, transfer convey and deliver deliver, or cause to be sold, transferred, assigned, conveyed and delivered, to Buyer, and Buyer shall purchase and acquire from SellersSeller, free and clear of any Encumbrances other than Permitted Encumbrancesat the Closing, all of Sellers' Seller's right, title and interest in and to all of the Intellectual Property Assets following assets as described in more detail such assets may exist on Exhibit A attached hereto the Closing Date (collectively, the "Acquired Assets")): 2.