Business and Assets Being Sold and Purchased. 2.1 (a) Subject to and upon the terms and conditions of this Agreement, and in reliance upon the representations, warranties, covenants and agreements made in this Agreement by Sellers, at the Closing on the Closing Date (as those terms are defined in Section 4.1 of this Agreement) Purchaser shall purchase and accept from Sellers, and Sellers shall sell, transfer, convey, assign and deliver to Purchaser, the entire right, title and interest of Sellers in, to and under the Business, and all of the assets, properties and rights owned or held by Sellers of every nature, kind and description, tangible and intangible, wheresoever located and whether or not carried or reflected on the books and records of Sellers (including the Balance Sheets, as that term is defined in Section 5.2 of this Agreement) which in any way relate to or are used or appropriate for use in connection with the operation of the Business, including, without limitation the following, however, excluding the Retained Assets (as that term is defined in Section 2.2(b) of this Agreement):
