Assets Transferred Sample Clauses

Assets Transferred. On the terms and subject to the conditions set forth in this Agreement, Seller will, or will cause its subsidiaries to, sell, transfer, convey, assign and deliver to Purchaser, and Purchaser will purchase and pay for, at the Closing, all of Seller's, or its applicable subsidiary's, right, title and interest in, to and under the following Assets and Properties of Seller (or its subsidiaries) used or held for use in connection with the Business (except as otherwise provided in Section 1(a)(xvi)), as the same shall exist on the Closing Date (the "Assets"):
Assets Transferred. On the terms and subject to the conditions set forth in this Agreement, WL and PD shall each sell, transfer, convey, assign and deliver to Purchaser, and Purchaser will purchase and pay for, at the Closing, free and clear of all Liens other than Permitted Liens, all right, title and interest in, to and under the following Assets and Properties owned by WL and/or PD, as the case may be, but only to the extent used solely in connection with the Business, except as otherwise provided in Section 2.01(b), as the same shall exist on the Closing Date (collectively with any proceeds and awards referred to in Section 2.07, the "Assets"):
Assets Transferred. On the terms and subject to the conditions set forth in this Agreement, Seller will sell, transfer, convey, assign and deliver to Purchaser and/or certain of the other Purchasing Companies, and Purchaser shall, and/or shall cause certain of the other Purchasing Companies to, purchase and pay for, at the Closing, free and clear of all Liens, all of Seller's right, title and interest in, to and under the following Assets of Seller, except as otherwise excluded in Section 2.01(b), as the same shall exist on the Closing Date (collectively, the "Transferred Assets"):
Assets Transferred. On the terms and subject to the conditions set forth in this Agreement, the Company will sell, transfer, convey, assign and deliver to Purchaser, and Purchaser will purchase and pay for, at the Closing, all of the Company's right, title and interest in, and to all of the properties, assets and rights of every nature, kind and description, tangible and intangible (including goodwill), whether real, personal or mixed, whether accrued, contingent or otherwise, and whether now existing or hereafter acquired (other than the Excluded Assets) used primarily in connection with the Business, except as otherwise provided in SECTION 1.01(b), as the same shall exist on the Closing Date including but not limited to such properties, assets and rights in the following categories (collectively with any proceeds and awards referred to in SECTION 1.09, the "ASSETS"):
Assets Transferred. On the terms and subject to the conditions of this Agreement, Seller agrees to sell, convey, assign, transfer and deliver to Buyer, and Buyer agrees to purchase and acquire from Seller, free and clear of any and all Liens (as defined below), the Modesto Business and all of Seller's right, title, and interest in and to all of Seller's property and assets of every kind, character and description, whether tangible or intangible, whether real, personal or mixed, which are owned, held or used by Seller directly in connection with the Modesto Business, wherever located, other than (i) the Excluded Assets (as defined below) and (ii) any assets of the Vegetable Business (collectively, the "Purchased Assets"). The Purchased Assets shall include, without limitation, the following:
Assets Transferred. On the terms and subject to the conditions set forth in this Agreement, at the Closing, Seller will sell, transfer, convey, assign and deliver to Purchaser, and Purchaser will purchase, free and clear of all Liens other than Permitted Liens, all of Seller's right, title and interest in, to and under the assets and properties of Seller used or held for use in connection with the Business, as the same shall exist on the Closing Date (all such assets and properties, hereinafter, the "Assets") including, without limitation, the following assets, but specifically excluding the Excluded Assets, as such term is defined in Section 1.01(b):
Assets Transferred. On the terms and subject to the conditions ------------------ set forth in this Agreement, Seller will sell, transfer, convey, assign and deliver to Purchaser, and Purchaser will purchase and pay for, at the Closing, free and clear of all Liens other than Permitted Liens, all of Seller's right, title and interest in, to and under the assets and properties of Seller used or held for use only in the conduct of the Business, as the same shall exist on the Closing Date (the "Assets"), such assets shall include the following assets, but shall specifically exclude the Excluded Assets (as such term is defined in Section 1.01(b)): ---------------
Assets Transferred. On the terms and subject to the conditions set forth in this Agreement, except for the Excluded Assets set forth in Section 1.2 below, the Seller will sell, transfer, convey, assign and deliver to the Purchaser, and the Purchaser will purchase, on the Closing Date (as defined in Section 2.5), all of the Seller’s right, title and interest in, to and under the following assets, properties and rights of the Seller that are used in connection with the Commercial Services Business, as the same exist on the Closing Date (collectively, the “CSO Assets”), free and clear of all Liens other than Permitted Liens (as each term is defined in Section 11.6):
Assets Transferred. Except for matters addressed in the Transition Services Agreement, the Subsidiaries include the entire life insurance, annuity and intermediary retail distribution business conducted by the Companies and their respective subsidiaries, including all of their respective rights and assets in such business, including, without limitation, all of the agreements between the Companies or their respective subsidiaries and distributors with respect to the sale of annuity products.
Assets Transferred. Subject to and upon the terms and conditions of ------------------ this Agreement, except as specifically provided in Section 2.1(b) hereof, at the Closing, Seller shall sell, transfer, convey, assign and deliver to Buyer, and Buyer shall purchase from Seller, free and clear of all liens, liabilities, security interests, leasehold interests and encumbrances of any nature whatsoever (except for statutory liens for taxes not yet due or as otherwise expressly provided herein), all of the right, title and interest of Seller in and to the properties, assets and other claims, rights and interests which on the Closing Date are owned by Seller and which pertain to the Business, including but not limited to: