Common use of Purchase and Sale of Assets and Assumption of Assumed Liabilities Clause in Contracts

Purchase and Sale of Assets and Assumption of Assumed Liabilities. (a) Upon the terms and subject to the conditions set forth in this Agreement, effective as of the Closing Date (as defined below), Seller agrees to sell, assign, transfer, convey and deliver to Purchaser, and Purchaser agrees to purchase from Seller, all of Seller’s right, title and interest in and to the Assets, free and clear of all Encumbrances (other than Permitted Encumbrances).