Conveyance of Assets. Subject to the provisions of Section 1.2 hereof, at the Closing Seller shall convey, transfer and assign to PSC and PSC shall acquire from Seller all of Seller's right, title and interest in and to the properties and assets of Seller as a going concern, including, without limitation, all items of personal property and other assets used in connection with the Business (except as otherwise provided herein), whether or not any of such assets have any value for accounting purposes (individually "Asset," and collectively "Assets"), free and clear of all obligations, security interests, liens, claims and encumbrances whatsoever, except as specifically assumed by PSC pursuant to Section 1.3(b). Without limiting the generality of the foregoing, the Assets specifically include:
Appears in 4 contracts
Samples: Asset Acquisition Agreement (Physicians Specialty Corp), Asset Acquisition Agreement (Physicians Specialty Corp), Asset Acquisition Agreement (Physicians Specialty Corp)
