Included Assets. The Assets referred to in Section 1.1(a)(ii) shall include, without limitation, the following assets, properties and rights of Seller used directly or indirectly in the conduct of, or generated by or constituting, the Business, except as otherwise expressly set forth in this Agreement:
Included Assets. Subject to the terms and conditions set forth below, Seller agrees to sell, grant, transfer, assign and convey, and Buyer agrees to purchase, acquire, pay for and accept all of Seller's right, title and interest in and to the following real and personal property interests, other than the Excluded Assets (the "Property"):
Included Assets. On the terms and subject to the conditions set forth in this Agreement, Sellers shall sell, transfer, convey, assign and deliver to Purchaser, and Purchaser shall purchase and pay for, at the Closing, free and clear of all Liens (other than for any Liens arising from this Agreement or any of the Operative Agreements), all of Sellers' right, title and interest in, to and under the assets and properties used or held for use in connection with the Business (as conducted as of the date hereof) that are hereinafter described (collectively, the "Included Assets"):
Included Assets. Except as may be specifically identified in Schedule 1.2 ("Excluded Assets"), the Company is sold with all of its property and assets of any kind, real or personal, tangible or intangible, including but not limited to any and all of its inventory, pending orders, accounts receivable, equipment, fixtures, leases, leasehold improvements, cash on hand, deposits, contracts and contract rights, customer lists, contacts, advantageous business relationships with vendors and other parties, computer software, Internet web sites, trade names, trademarks, service marks and other Proprietary Rights, business records, and good will. All utility and lease deposits, accounts receivable and cash drawer amounts shall remain in place. Any utility and lease deposits which were paid or advanced by Sellers will be separately assigned by the Sellers to the Buyer at the Closing.
Included Assets. The Assets referred to in Section 2.1 shall include, without limitation, the following assets used or useful in the Business:
Included Assets. Subject to the terms and conditions hereof, as of the closing date referred to in Section 3 below (the “Closing Date”), the Seller will sell, convey, transfer, assign and deliver to the Buyer, free and clear of any lien, charge or encumbrance of any kind other than those permitted encumbrances set forth on Schedule 1B attached hereto (“Permitted Encumbrances”), and, the Buyer will purchase from the Seller as of the Closing Date, at the purchase price provided for in Section 2 below, the properties and assets of the Seller, as existing on the Closing Date, listed in Schedule 1A hereto (the “Assets”). The Assets to be sold include those agreements listed on Schedule 1A (the “Assigned Agreements”). Only the Assets listed in Schedule 1A are included in the sale.