Common use of Purchase and Sale of Acquired Assets Clause in Contracts

Purchase and Sale of Acquired Assets. Upon the terms and subject to the conditions and provisions contained herein, at the Closing (as defined in Section 2.1), the Seller shall sell, convey, assign and deliver to the Purchaser, and the Purchaser shall acquire and accept from the Seller, free and clear of any and all liens, claims, interests and encumbrances, the Seller's right, title and interest in and to the following assets of the Purchaser ("Acquired Assets"):

Purchase and Sale of Acquired Assets. Upon On the terms and subject to the conditions and provisions contained hereinset forth in this Agreement, at the Closing (as defined in Section 2.1)Closing, the Seller shall sell, conveyassign, assign convey and deliver transfer to the PurchaserBuyer, and the Purchaser Buyer shall purchase, assume and acquire and accept from the Seller, free and clear of any and Liens other than Permitted Liens, all liens, claims, interests and encumbrances, the of Seller's ’s right, title and interest in and to the following properties, rights and assets of owned by Seller constituting, or used in and necessary for the Purchaser operation of, the Business ("collectively, the “Acquired Assets"”):

Purchase and Sale of Acquired Assets. Upon On the terms and subject to the conditions and provisions contained hereinset forth in this Agreement, at the Closing (as defined in Section 2.1)Closing, the Seller shall sell, conveyassign, assign convey and deliver transfer to the PurchaserBuyer, and the Purchaser Buyer shall purchase, assume and acquire and accept from the Seller, free and clear of any and Liens other than Permitted Liens, all liens, claims, interests and encumbrances, the of Seller's ’s right, title and interest in and to (i) the following ARCO Shares and (ii) all properties, rights and assets of owned by Seller constituting, or used in and necessary for the Purchaser operation of, the Facilities and the Business ("collectively, the “Acquired Assets"”):

Purchase and Sale of Acquired Assets. Upon Subject to the terms and subject to the conditions and provisions contained hereinset forth in this Agreement, at the Closing (as defined in Section 2.1)Closing, the Seller shall sell, convey, assign assign, transfer and deliver to the Purchaser, and the Purchaser shall acquire purchase and accept from the accept, all of Seller, free and clear of any and all liens, claims, interests and encumbrances, the Seller's right, ’s title and interest in and to the following assets of the Purchaser ("Acquired Assets"):. As used in this Agreement, “Acquired Assets” shall mean:

Purchase and Sale of Acquired Assets. Upon the terms and subject to the conditions and provisions contained hereinset forth in this Agreement, at the Closing (as defined in Section 2.1)Closing, the Seller shall sell, conveytransfer, assign and deliver to the PurchaserBuyer, and the Purchaser Buyer shall acquire purchase and accept from the Seller, free and clear of any and all liens, claims, interests and encumbrances, the Seller's right, title and interest in and to the following assets all of the Purchaser ("Acquired Assets"):, free and clear of all Liens except for Permitted Liens.

Purchase and Sale of Acquired Assets. Upon the terms and subject to the conditions and provisions contained hereinof this Agreement, at the Closing (as defined in Section 2.1), the Seller shall sell, convey, assign and deliver to the Purchasertransfer, and assign to Buyer at the Purchaser Closing, and Buyer shall acquire purchase, acquire, and accept from Seller at the Closing, all of Seller, free and clear of any and all liens, claims, interests and encumbrances, the Seller's ’s right, title title, and interest in and to only the following assets of that Seller owns or uses in connection with the Purchaser ("Acquired Assets"):Business:

Purchase and Sale of Acquired Assets. Upon At the terms Closing and subject to the terms and conditions and provisions contained hereinof this Agreement, at the Closing (as defined in Section 2.1), the Seller shall sell, conveytransfer, assign assign, convey and deliver to the Purchaser, and the Purchaser shall acquire and accept from the SellerBuyer, free and clear of any all Encumbrances, other than Permitted Encumbrances, and Buyer shall purchase, acquire, take assignment and delivery from Seller, of all liens, claims, interests and encumbrances, of the Seller's right, title and interest of Seller in and to the following assets of the Purchaser ("Acquired Assets"):, as specified below.

Purchase and Sale of Acquired Assets. Upon the terms and subject to the conditions of this Agreement, and provisions contained hereinfor the consideration set forth in Section 2.1, at the Closing (as defined in Section 2.1)Closing, the Seller shall (and shall cause its appropriate Affiliates to) sell, convey, transfer and assign and deliver to the Purchaser, and the Purchaser shall acquire purchase from Seller and accept from its Affiliates, all right, title and interest of Seller and its Affiliates in and to the Sellerfollowing Assets, whether or not in the possession or control of Seller or its Affiliates (collectively, the “Acquired Assets”), free and clear of any and all liens, claims, interests and encumbrances, the Seller's right, title and interest in and to the following assets of the Purchaser ("Acquired Assets"):Liens.

Purchase and Sale of Acquired Assets. Upon Subject to the terms and subject to the conditions and provisions contained hereinset forth in this Agreement, at the Closing (but effective as defined in Section 2.1of the Effective Time), the Seller shall sell, conveyassign, assign transfer, grant, convey and deliver to the Purchaser, and the Purchaser shall acquire purchase, acquire, assume and accept from the Selleraccept, free and clear of any all liens and security interests, but subject to all liensPermitted Exceptions, claims, interests and encumbrances, the all of Seller's right, title and interest in and to the assets, properties, rights, obligations and contracts described in the following assets of paragraphs (a) through (l) (the Purchaser ("Acquired Assets"):

Purchase and Sale of Acquired Assets. Upon Subject to the terms and subject to the conditions and provisions contained hereinset forth in this Agreement, at the Closing (as defined in Section 2.1)Closing, the Seller Sellers shall, and shall cause their respective Affiliates to, sell, convey, assign assign, transfer and deliver to the PurchaserPurchasers, and the Purchaser Purchasers shall acquire purchase and accept from the Selleraccept, free and clear all of any and all liens, claims, interests and encumbrances, the Seller's rightSellers’ or their respective Affiliates’ rights, title and interest in and to assets exclusively related to the following assets of Business, including the Purchaser ("Acquired Assets"):, free and clear of all Encumbrances. As used in this Agreement, “Acquired Assets” shall mean:

Purchase and Sale of Acquired Assets. Upon On the terms and subject to the conditions and provisions contained hereinof this Agreement, at the Closing (as defined in Section 2.1)Closing, the Seller shall sell, convey, assign and deliver sell (or cause to the Purchaserbe sold) to Buyer, and the Purchaser Buyer shall acquire and accept from the Sellerpurchase, free and clear of any and all liens, claims, interests and encumbrances, the Seller's right, title and interest of Seller or any Selling Subsidiary in, to and under the following assets, in and each case to the following assets extent transferrable or assignable and as in existence as of the Purchaser Closing ("collectively, the “Acquired Assets"”) free and clear of all Security Interests (other than Permitted Security Interests):

Purchase and Sale of Acquired Assets. Upon (a) At the Closing, upon the terms and subject to the conditions and provisions contained hereinset forth in this Agreement, at the Closing (as defined in Section 2.1)Buyer agrees to purchase, the Seller shall sell, convey, assign and deliver to the Purchaser, and the Purchaser shall acquire and accept from the Seller, and Seller agrees to sell, assign, transfer, convey and deliver to Buyer, free and clear of any and all liens, claims, interests and encumbrances, the Liens (other than Permitted Liens) all of Seller's ’s right, title and interest in, to and under the assets owned, used or held for use primarily in and to the following assets operation of the Purchaser Facility ("collectively, the “Acquired Assets"):”), including the following:

Purchase and Sale of Acquired Assets. Upon On the terms and subject to the conditions and provisions contained hereinof this Agreement, at the Closing (as defined in Section 2.1), the Seller shall sell, conveytransfer, assign and deliver to Buyer, on the Purchaser, and the Purchaser shall acquire and accept from the SellerClosing Date, free and clear of any and Liens (other than Permitted Liens), all liens, claims, interests and encumbrances, the of Seller's ’s right, title and interest in and to the following assets of assets, properties, contracts and rights to the Purchaser extent used or held for use by Seller, but expressly excluding the Excluded Assets ("collectively, the “Acquired Assets"):”) and no other assets:

Purchase and Sale of Acquired Assets. Upon On the terms and subject to the conditions and provisions contained hereinof this Agreement, at the Closing (as defined in Section 2.1)Closing, the Seller shall sell, convey, assign assign, transfer and deliver to the PurchaserBuyer, and the Purchaser Buyer shall purchase and acquire and accept from the Seller, free and clear all of any and all liens, claims, interests and encumbrances, the Seller's ’s right, title and interest in and to all assets of Seller exclusively related to the Business, including the following assets specifically identified assets, in each case as in existence as of the Purchaser Closing ("collectively, the “Acquired Assets"”):

Purchase and Sale of Acquired Assets. Upon Subject to the terms and subject to conditions of this Agreement, Buyer will purchase the conditions Acquired Assets from Seller, and provisions contained herein, at the Closing (as defined in Section 2.1), the Seller shall will sell, conveytransfer, assign and deliver the Acquired Assets to the Purchaser, and the Purchaser shall acquire and accept from the SellerBuyer, free and clear of any all Liens and all liensDebt at the Closing, claims, interests other than Assumed Debt and encumbrances, the Seller's right, title and interest in and to the following assets of the Purchaser ("Acquired Assets"):Permitted Liens.

Purchase and Sale of Acquired Assets. (a) Upon the terms and subject to the conditions of this Agreement, and provisions contained hereinin reliance upon the representations, warranties and agreements herein set forth, at the Closing (as defined in Section 2.1)Closing, the Seller Company shall irrevocably sell, transfer, convey, assign and deliver to the Purchaser, and the Purchaser shall purchase, acquire and accept from Company, the SellerAcquired Assets, free and clear of any and all liens, claims, interests and encumbrances, the Seller's right, title and interest in and to the following assets of the Purchaser ("Acquired Assets"):Encumbrances other than Permitted Encumbrances.

Purchase and Sale of Acquired Assets. Upon the terms and subject to the conditions and provisions contained hereinset forth in this Agreement, at the Closing (as defined in Section 2.1)Closing, the Seller shall sell, convey, transfer, assign and deliver to the PurchaserBuyer, and Buyer shall purchase and acquire from Seller, all of the Purchaser shall acquire and accept from the SellerAcquired Assets, free and clear of any and all liens, claims, interests and encumbrances, the Seller's right, title and interest in and to the following assets of the Purchaser ("Acquired Assets"):Encumbrances.

Purchase and Sale of Acquired Assets. Upon (a) Subject to the terms and subject to the conditions and provisions contained hereinof this Agreement, at on the Closing (as defined in Section 2.1)Date, the Seller shall sell, convey, transfer, assign and deliver to the PurchaserBuyer, and the Purchaser Buyer shall acquire and accept purchase from the Seller, free and clear of any and all liens, claims, interests and encumbrances, the charges or claims other than Permitted Liens (as defined in Section 2.1(d)), substantially all of Seller's rightassets used in the operation of the Franchise Business, title and interest in and to including without limitation the following assets of Seller set forth below (collectively, the Purchaser ("Acquired Assets"):

Purchase and Sale of Acquired Assets. Upon On the terms and subject to the conditions and provisions contained hereinof this Agreement, at the Closing (as defined in Section 2.1)Closing, the Seller shall sell, convey, assign and deliver sell to the PurchaserBuyer, and the Purchaser Buyer shall acquire and accept purchase from the Seller, free ‎free and clear of any and Security Interest‎, all liens, claims, interests and encumbrances, the of Seller's ’s right, title and interest in in, to, and to under the following assets of (collectively, the Purchaser ("“Acquired Assets"”):

Purchase and Sale of Acquired Assets. Upon On the terms and subject to the conditions and provisions contained hereinof this Agreement, at the Closing (as defined in Section 2.1)Closing, the each Seller shall sell, convey, assign assign, transfer and deliver to the PurchaserBuyer, and the Purchaser Buyer shall purchase and acquire and accept from the each Seller, free and clear all of any and all liens, claims, interests and encumbrances, the such Seller's ’s right, title and interest in and to the following specifically identified assets of (the Purchaser ("“Acquired Assets"”):

Purchase and Sale of Acquired Assets. Upon (a) At the Closing, upon the terms and subject to the conditions and provisions contained hereinset forth in this Agreement, at the Closing (as defined in Section 2.1including ‎Section 5.02(c), the Seller shall sellBuyer agrees to purchase, convey, assign and deliver to the Purchaser, and the Purchaser shall acquire and accept from the Seller, and Seller agrees to sell, assign, transfer, convey and deliver to Buyer, free and clear of all Liens (other than Permitted Liens) all of Seller’s and any and all liens, claims, interests and encumbrances, the Seller's of its Affiliates’ right, title and interest in and to the following assets in respect of the Purchaser Projects ("collectively, the “Acquired Assets"”):

Purchase and Sale of Acquired Assets. Upon At the Closing, Seller shall sell, transfer, assign, convey and deliver to Buyer, and Buyer shall acquire, accept and purchase from Seller, the Acquired Assets, free and clear of all Liens and Encumbrances other than Permitted Exceptions, all upon the terms and subject to the conditions and provisions contained herein, at the Closing (as defined set forth in Section 2.1), the Seller shall sell, convey, assign and deliver to the Purchaser, and the Purchaser shall acquire and accept from the Seller, free and clear of any and all liens, claims, interests and encumbrances, the Seller's right, title and interest in and to the following assets of the Purchaser ("Acquired Assets"):this Agreement.