Common use of Purchase and Sale of Assets Clause in Contracts

Purchase and Sale of Assets. On the terms and subject to the conditions set forth in this Agreement, at the Closing, Purchaser shall purchase, acquire and accept from Sellers, and Sellers shall sell, transfer, assign, convey and deliver to Purchaser all of Sellers’ right, title and interest in, to and under the Purchased Assets. “Purchased Assets” shall mean all assets, properties, interests and rights of Sellers, other than the Excluded Assets, as of the Closing, used or useful in connection with or related to the Business, including:

Purchase and Sale of Assets. On the terms and subject to the conditions set forth in this Agreement, at the Closing, Purchaser Closing Buyer shall purchase, acquire and accept from Sellers, and Sellers shall sell, transfer, assign, convey and deliver to Purchaser Buyer the Purchased Assets. “Purchased Assets” shall mean all of Sellers’ right, title and interest in, to and under the Purchased Assets. “Purchased Assets” shall mean all assets, properties, interests and rights following assets of Sellers, other than the Sellers (but excluding Excluded Assets, ) as of or after the Closing, used or useful in connection with or related to the Business, including:

Purchase and Sale of Assets. On the terms and subject to the conditions set forth in this Agreement, at the Closing, Purchaser Closing Buyer shall purchase, acquire and accept from Sellers, and Sellers shall sell, transfer, assign, convey and deliver to Purchaser Buyer, all of Sellers’ right, title and interest in, to and under the Purchased Assets. “Purchased Assets” shall mean all assets, properties, interests and rights the following assets of Sellers, other than the Excluded Assets, as of the Closing, used or useful in connection with or related to the Business, including:

Purchase and Sale of Assets. On Upon the terms and subject to the conditions set forth in this Agreement, at the Closing, Purchaser shall purchasethe Seller agrees to sell, acquire and accept from Sellers, and Sellers shall sellconvey, transfer, assignassign and make available for transfer to the Buyer, convey and deliver the Buyer agrees to Purchaser purchase from the Seller, all of Sellers’ the right, title and interest inin and to the Transferred Assets, to in each case, free and under the Purchased Assetsclear of all Liens other than Permitted Liens. For purposes of this Agreement, “Purchased Transferred Assets” shall mean all assets, properties, interests and rights of Sellers, other than means the Excluded Assets, following assets as the same exist as of immediately prior to the Closing, used or useful in connection with or related to the Business, including:

Purchase and Sale of Assets. On the terms and subject to the conditions set forth in this Agreement, at the Closing, Purchaser shall purchase, acquire and accept from SellersSeller, and Sellers Seller shall sell, transfer, assign, convey and deliver to Purchaser Purchaser, all of Sellers’ Seller’s right, title and interest in, to and under the Purchased Assets. “Purchased Assets” shall mean all assets, properties, interests and rights the following assets of Sellers, other than the Seller (but excluding Excluded Assets, ) as of the Closing, used or useful in connection with or Closing to the extent related to the Business, including:

Purchase and Sale of Assets. On Subject to the terms and subject to the conditions set forth in this Agreement, at the Closing, Purchaser Seller shall purchaseirrevocably sell, acquire and accept from Sellers, and Sellers shall sellconvey, transfer, assign, convey assign and deliver to Purchaser all of Sellers’ right, title and interest inof Seller in and to, and Purchaser (or its designated Affiliates) shall purchase from Seller, all of the assets of Seller owned, used or held for use relating to the Compound or the Product, free and under clear of any Liens (other than Permitted Liens), including the Purchased Assets. “Purchased Assets” shall mean all assets, properties, interests and rights of Sellersfollowing (collectively, other than the Excluded Retained Assets, as of the Closing, used or useful in connection with or related to the Business, including:“Acquired Assets”):

Purchase and Sale of Assets. On Subject to the terms and subject to the conditions set forth in of this Agreement, at the Closing, Seller shall sell, convey, assign, transfer and deliver to Purchaser and Purchaser shall purchase, acquire and accept from SellersSeller, and Sellers shall sell, transfer, assign, convey and deliver to Purchaser all of Sellers’ Seller's right, title and interest inin and to all of the assets and properties of Seller, to and under the Purchased Assets. “Purchased Assets” shall mean all assets, properties, interests and rights of Sellers, other than except for the Excluded Assets and except as otherwise specifically provided herein (such right, title and interest collectively referred to herein as the "Assets, as of the Closing, used or useful in connection with or related to the Business"), including, without limitation, the following:

Purchase and Sale of Assets. On the terms and subject to the conditions set forth in this Agreement, at the Closing, Purchaser Closing Purchasers shall purchase, acquire and accept from SellersSeller, and Sellers Seller shall sell, transfer, assign, convey and deliver to Purchaser Purchasers, all of Sellers’ Seller’s right, title and interest in, to and under the Purchased AssetsAssets free and clear of any and all Liens other than Permitted Exceptions. “Purchased Assets” shall mean all assets, properties, interests and rights assets of Sellers, Seller (other than the Excluded Assets, as of the Closing, used or useful in connection with or related to the Business), including:

Purchase and Sale of Assets. On Upon the terms and subject to the conditions set forth in this Agreement, at on the ClosingClosing Date, Purchaser shall purchase, acquire and accept from Sellers, and Sellers Seller shall sell, transfer, assign, convey convey, and deliver to Purchaser Buyer, and Buyer shall purchase and acquire from Seller, all of Sellers’ the Acquired Assets, free and clear of all Liens, except for the Permitted Liens. “Acquired Assets” means all right, title title, and interest in, in and to and under the Purchased Assets. “Purchased Assets” shall mean all assets, properties, interests and rights of Sellers, other than the Excluded Assets, as of the Closingassets of Seller, used or and/or useful in connection with or related to the operation of the Business, including, without limitation, the following assets, but specifically excluding the Excluded Assets:

Purchase and Sale of Assets. On Upon the terms and subject to the conditions set forth in of this Agreement, at the Closing, Purchaser shall purchase, acquire and accept from Sellers, and Sellers each Seller shall sell, transfer, assign, convey convey, transfer and deliver to the Purchaser, and the Purchaser shall purchase and acquire from such Seller, and take assignment and delivery from such Seller of, all of Sellers’ such Seller’s right, title and interest inin and to the following assets, to properties and under rights, as the same shall exist on the Closing Date (but excluding the Purchased Contracts and Assigned Permits, which are specifically addressed in Section 2.2, and the Excluded Assets. ) (the “Purchased Assets” shall mean all assets, properties, interests and rights of Sellers, other than the Excluded Assets, as of the Closing, used or useful in connection with or related to the Business, including:”):

Purchase and Sale of Assets. On Upon the terms and subject to the conditions set forth in of this Agreement, at the Closing, unless specifically excluded herein, Seller shall sell and assign to Purchaser and Purchaser shall purchase, acquire and accept from Sellers, and Sellers shall sell, transfer, assign, convey and deliver to Purchaser all of Sellers’ right, title and interest of Seller in, to and under the Purchased Assets. “Purchased Assets” shall mean all assets, properties, interests properties and rights used or useful in the conduct of Sellers, Seller's business other than the Excluded Assets (as defined below) (collectively, the Assets), including those whereby Seller provides bandwidth enabled data services (Services) to customers (Customers), as of the Closing, used or useful in connection with or related to the Business, includingfollows:

Purchase and Sale of Assets. On the terms and subject to the terms and conditions set forth in this Agreement, and except as provided in Section 2.2 as to Excluded Assets, at the Closing, Seller shall sell, assign, transfer, convey, set over and deliver to Purchaser, and Purchaser shall purchase, acquire and accept from Sellers, and Sellers shall sell, transfer, assign, convey and deliver to Purchaser Seller all of Sellers’ right, title and interest in, to and under the Purchased Assets. “Purchased Assets” shall mean all assets, properties, interests and rights of Sellers, other than the Excluded Assets, which are more fully described as of the Closing, used or useful in connection with or related to the Business, includingfollows:

Purchase and Sale of Assets. On Upon the terms and subject to the conditions set forth in of this Agreement, at the Closing, unless specifically excluded herein, Seller shall sell and assign to Purchaser and Purchaser shall purchase, acquire and accept from Sellers, and Sellers shall sell, transfer, assign, convey and deliver to Purchaser all of Sellers’ right, title and interest of Seller in, to and under the Purchased Assets. “Purchased Assets” shall mean all assets, properties, interests properties and rights used or useful in the conduct of Sellers, Seller’s business other than the Excluded Assets (as defined below) (collectively, the Assets), including those whereby Seller provides bandwidth enabled data services (Services) to customers (Customers), as of the Closing, used or useful in connection with or related to the Business, includingfollows:

Purchase and Sale of Assets. On Upon the terms and subject to the conditions set forth in this Agreement, at the Closing, Purchaser shall purchase, acquire and accept from Sellers, and Sellers each Seller shall sell, transferconvey, assignassign and transfer (and notwithstanding anything contained in this Agreement, convey no Seller shall be responsible or liable for the sale, conveyance, assignment or transfer by the other Sellers) to Buyer, and deliver to Purchaser Buyer shall purchase and acquire from each Seller, all of Sellers’ such Seller’s right, title and interest inin and to those certain rights and assets set forth below, but excluding the Excluded Assets (as related to and under each Seller, the Purchased Assets. “Purchased Assets” shall mean all assets, properties, interests and rights of Sellers, other than the Excluded Assets, as of the Closing, used or useful in connection with or related to the Business, including:”):

Purchase and Sale of Assets. On the terms and subject to the conditions set forth in this Agreement, at the Closing, Purchaser Seller shall sell, assign, transfer, convey and deliver to Buyer, and Buyer shall purchase, acquire and accept from SellersSeller, free and Sellers shall sellclear of all Encumbrances other than Permitted Encumbrances, transfer, assign, convey and deliver to Purchaser all of Sellers’ Seller’s right, title and interest in, to and under the Purchased Assets. following assets, properties and rights of Seller, to the extent that such assets, properties and rights exist as of the Closing Date and exclusively relate to the Business (collectively, the “Purchased Assets” shall mean all assets, properties, interests and rights of Sellers, other than the Excluded Assets, as of the Closing, used or useful in connection with or related to the Business, including:”):

Purchase and Sale of Assets. On Subject to the terms and subject to the conditions set forth in this Agreement, at the Closing, Purchaser Seller shall purchaseirrevocably sell, acquire and accept from Sellers, and Sellers shall sellconvey, transfer, assign, convey assign and deliver to Purchaser Buyer all of Sellers’ right, title and interest inof Seller in and to, and Buyer (or its designated Affiliates) shall purchase from Seller, all of the assets of Seller owned, used or held for use in the conduct of the Business or otherwise relating to the Business, free and under clear of any Liens (other than the Purchased Assets. “Purchased Assets” shall mean all assetsPermitted Liens), properties, interests and rights of Sellersincluding the following (collectively, other than the Excluded Retained Assets, as of the Closing, used or useful in connection with or related to the Business, including:“Purchased Assets”):

Purchase and Sale of Assets. On At the Closing, on the terms and subject to the conditions set forth in this Agreement, at the Closing, Purchaser shall purchase, acquire and accept from the Sellers, and the Sellers shall sell, transfer, assign, convey and deliver to Purchaser Purchaser, all of the Sellers’ respective right, title and interest in, in and to and under only the Purchased Assets. “Purchased Assets” shall mean all assets, properties, interests and rights following assets of Sellers, other than the Excluded Assets, Sellers as of the Closing, used or useful and in connection with or related to any event excluding the BusinessExcluded Assets (collectively, including:the “Purchased Assets”):

Purchase and Sale of Assets. On Subject to the terms and subject to the conditions set forth in of this Agreement, at the Closing, Purchaser shall purchase, acquire and accept from Sellers, and Sellers Seller shall sell, transfer, assign, convey and deliver assign to Purchaser all of Sellers’ rightBuyer, title and interest inBuyer shall accept from Seller, to and under the Purchased Assets. “Purchased Assets” shall mean all assets, properties, interests and rights of Sellers, other than the Excluded Assets, as excluding the Retained Assets, free and clear of the Closingall Liens, used or useful in connection with or related to the Business, including:Encumbrances and Liabilities.

Purchase and Sale of Assets. On the terms and subject to the conditions set forth in this Agreement, at the Closing, Closing Purchaser shall purchase, acquire and accept from the Sellers, and Sellers Seller shall (and shall cause the Selling Affiliates to) sell, transfer, assign, convey and deliver to Purchaser all of the Sellers’ right, title and interest in, to and under the Purchased Assets. “Purchased Assets” shall mean all assets, properties, interests and rights the following assets of Sellers, other than the Sellers (but excluding Excluded Assets, ) as of the Closing, used or useful in connection with or Closing to the extent related to the Business, including:

Purchase and Sale of Assets. On the terms and subject to the conditions set forth in this Agreement, at the Closing, Purchaser Closing Buyer shall purchase, acquire and accept from Sellers, and Sellers shall sell, transfer, assign, convey and deliver to Purchaser Buyer, all of Sellers’ right, title and interest in, to and under the Purchased Assets. “Purchased Assets” shall mean all assets, properties, interests and rights the following assets of Sellers, other than the Excluded Assets, Sellers as of the Closing, used or useful in connection with or Closing related to the Business, including:

Purchase and Sale of Assets. On the terms and subject to the terms and conditions set forth in of this Agreement, at the ClosingClosing (as hereinafter defined), Purchaser except for Excluded Assets, Buyers shall purchase, acquire and accept purchase from Sellers, and Sellers shall sell, transfer, assign, convey and deliver to Purchaser Buyers, all of Sellers’ right, title and interest in, of Sellers in and to all of their respective assets and under the Purchased Assets. “Purchased Assets” shall mean all assets, properties, interests and rights of Sellers, other than the Excluded Assets, property as it exists as of the Closing, used or useful including, without limitation, all of their right, title and interest in connection with or related to the Business, includingfollowing:

Purchase and Sale of Assets. On the terms and subject to the conditions set forth in this Agreement, at the Closing, Closing Purchaser shall purchase, acquire and accept from SellersSeller, and Sellers Seller shall sell, transfer, assign, convey and deliver to Purchaser Purchaser, all of Sellers’ Seller’s right, title and interest in, to and under the Purchased Assets. “Purchased Assets” shall mean means all assets, properties, interests and rights of Sellersthe assets of Seller, other than the Excluded Assets, as of the Closing, used or useful in connection with or related to including the Business, includingfollowing:

Purchase and Sale of Assets. On Upon the terms and subject to the conditions set forth in this Agreement, at the Closing, Purchaser shall purchase, acquire and accept from Sellers, and Sellers each Seller shall sell, transferconvey, assignassign and transfer (and notwithstanding anything contained in this Agreement, convey no Seller shall be responsible or liable for the sale, conveyance, assignment or transfer by the other Sellers) to Buyer, and deliver to Purchaser Buyer shall purchase and acquire from each Seller, all of Sellers’ such Seller's right, title and interest inin and to those certain rights and assets set forth below, but excluding the Excluded Assets (as related to and under each Seller, the "Purchased Assets. “Purchased Assets” shall mean all assets, properties, interests and rights of Sellers, other than the Excluded Assets, as of the Closing, used or useful in connection with or related to the Business, including:"):

Purchase and Sale of Assets. On Upon the terms and subject to the conditions set forth in this Agreement, at the Closing, Purchaser shall purchase, acquire and accept from Sellers, and Sellers the Seller shall sell, convey, transfer, assign, convey assign and deliver to Purchaser the Buyer, and the Buyer shall purchase from the Seller, all of Sellers’ the Seller’s right, title and interest inin and to the Acquired Assets, to free and under the Purchased Assets. “Purchased Assets” shall mean all assets, properties, interests and rights clear of Sellersany Liens, other than Permitted Liens. For purposes of this Agreement, the Excluded term “Acquired Assets, as of the Closing, used or useful in connection with or related to the Business, including” means:

Purchase and Sale of Assets. On Upon the terms and subject to the conditions set forth in this Agreement, at the Closing, Purchaser shall purchase, acquire and accept from Sellers, and Sellers Seller shall sell, transfer, assign, convey deliver and deliver relinquish to Purchaser Buyer in perpetuity, free and clear of all of Sellers’ Liens, all right, title and interest inin and to, to and under only to, the Purchased Acquired Assets. As used in this Agreement, “Purchased Acquired Assets” shall mean all means the following assets, properties, interests rights and rights of Sellers, other than the Excluded Assets, as of the Closing, used or useful in connection with or related to the Business, includinginterests:

Purchase and Sale of Assets. On Subject to the terms and subject to the conditions set forth in of this Agreement, at the ClosingClosing Seller shall sell, transfer, convey, assign and deliver to Purchaser, and Purchaser shall purchase, acquire and accept from Sellers, and Sellers shall sell, transfer, assign, convey and deliver to Purchaser Seller all of Sellers’ right, title and interest in, to and under the Purchased Assets. “Purchased Assets” shall mean all assets, properties, interests and rights Seller’s assets of Sellerswhatever kind nature or description, other than the Excluded Assets. The assets to be purchased by Purchaser from Seller are hereinafter referred to as the “Purchased Assets” and include, as of the Closing, used or useful in connection with or related to the Business, includingwithout limitation:

Purchase and Sale of Assets. (a) On the terms and subject to the conditions set forth in this Agreement, at the Closing, Purchaser shall purchase, acquire and accept from Sellers, and Sellers shall sell, transfer, assignconvey, convey assign and deliver to Purchaser Purchaser, all of Sellers’ right, title and interest in, to and under the Purchased Assets. “Purchased Assets” shall mean , free and clear of all assets, properties, interests and rights of Sellers, Liens other than the Excluded Assets, as of the Closing, used or useful in connection with or related to the Business, including:those created by Purchaser and other than Permitted Exceptions.

Purchase and Sale of Assets. On the terms and subject to the conditions set forth in this Agreement, at the Closing, Purchaser shall purchase, acquire and accept from SellersSeller, and Sellers Seller shall sell, transfer, assign, convey and deliver to Purchaser Purchaser, free and clear of all and any Liens except for Permitted Liens, all of Sellers’ Seller’s right, title and interest in, to and under the Purchased Assets. “Purchased Assets” shall mean all assets, properties, interests and rights the following assets of Sellers, other than the Excluded Assets, Seller as of the Closing, used or useful in connection with or related to the Business, including:

Purchase and Sale of Assets. On Subject to the terms and subject to the conditions set forth in of this Agreement, at the Closing, Purchaser Closing Purchasers shall (or shall cause its designated Affiliate or Affiliates to) purchase, acquire and accept from Sellers, and Sellers shall sell, transfer, assign, convey and deliver to Purchaser Purchasers (or its designated Affiliate or Affiliates) all of Sellers’ ' right, title and interest in, to and under the Purchased Assets, free and clear of all Liens. “"Purchased Assets” " shall mean all assets, properties, interests and rights of Sellers, other than the Excluded Assets, as each of the Closing, used or useful in connection with or related to the Business, includingfollowing assets:

Purchase and Sale of Assets. On the terms and subject to the conditions --------------------------- set forth in this Agreement, at the Closing, Closing Purchaser shall purchase, acquire and accept from SellersSeller, and Sellers Seller shall sell, transfer, assign, convey and deliver to Purchaser all of Sellers’ Seller's right, title and interest in, to and under the Purchased Assets. “"Purchased Assets” " shall mean all assets, properties, interests and rights the following assets of Sellers, other than ----------------- Seller (but excluding the Excluded Assets, ) as of the Closing, used or useful in connection with or related to the Business, including:

Purchase and Sale of Assets. On Upon the terms and subject to the conditions set forth in this Agreement, at the Closing, Purchaser shall purchase, acquire and accept from Sellers, and Sellers the Seller shall sell, transfer, assign, convey assign and deliver to Purchaser the Buyer, and relinquish to the Buyer in perpetuity, free and clear of all of Sellers’ Encumbrances other than Permitted Encumbrances, all right, title and interest in, in and to and under all of the Purchased Assets. “Purchased Assets” shall mean all assets, properties, rights, interests and rights of Sellers, other than the Excluded Assets, as goodwill of the Closing, Seller that are used or useful by the Seller solely and exclusively in connection with or related to the operation of the Business, including:, without limitation, the following (the “Acquired Assets”):

Purchase and Sale of Assets. On Upon the terms and subject to the conditions set forth in this Agreement, at the Closing, Purchaser Seller shall sell, transfer, convey, assign and deliver to Buyer, and Buyer shall purchase, acquire and accept from SellersSeller, free and Sellers shall sellclear of all Liens other than Permitted Liens, transfer, assign, convey and deliver to Purchaser all of Sellers’ right, title and interest then owned or held by Seller in, to and under the Purchased Assets. following assets, properties and rights, to the extent that such assets, properties and rights exclusively relate to the Business as of the Cutoff Time (collectively, the “Purchased Assets” shall mean all assets, properties, interests and rights of Sellers, other than the Excluded Assets, as of the Closing, used or useful in connection with or related to the Business, including:”):

Purchase and Sale of Assets. On Upon the terms and subject to the conditions set forth in this Agreement, at the Closing, Purchaser shall purchase, acquire and accept from Sellers, and Sellers Seller shall sell, transferconvey, assignassign and transfer to Buyer, convey and deliver to Purchaser Buyer shall purchase and acquire from Seller, all of Sellers’ Seller’s right, title and interest inin and to those certain rights and assets set forth below, to but excluding the Excluded Assets and under except as set forth on the Purchased Assets. Detailed Balance Sheet (the “Purchased Assets” shall mean all assets, properties, interests and rights of Sellers, other than the Excluded Assets, as of the Closing, used or useful in connection with or related to the Business, including:”):

Purchase and Sale of Assets. On Pursuant to the terms and subject to the conditions set forth in of this Agreement, at the Closing, Purchaser shall purchase, acquire and accept from Sellers, and Sellers the Seller shall sell, deliver, transfer, assign, convey and deliver assign to the Purchaser, free and clear of all Liens, and the Purchaser shall purchase all of Sellers’ the Seller’s right, title and interest in, to and under in the Purchased Assets. “All assets of the Seller that do not constitute Purchased Assets” Assets shall mean all assets, properties, interests and rights of Sellers, other than the be Excluded Assets, as of the Closing, used or useful in connection with or related to the Business, including:.

Purchase and Sale of Assets. On the terms and subject to the conditions set forth in this Agreement, at the Closing, Purchaser shall purchase, acquire and accept from the Sellers, and Sellers shall sell, transfer, assign, convey and deliver to Purchaser all of the Sellers’ right, title and interest in, to and under the Purchased AssetsAssets free and clear of all Liens and all Liabilities, other than Permitted Liens, and Assumed Liabilities. “Purchased Assets” shall mean all assets, properties, interests and rights the following assets of Sellers, other than the Sellers (but excluding Excluded Assets, ) as of the Closing, used or useful in connection with or related to the Business, including:

Purchase and Sale of Assets. On the terms and subject to the conditions set forth in this Agreement, at the Closing, Purchaser shall purchase, acquire and accept from SellersSeller, and Sellers Seller shall sell, transfer, assign, convey and deliver to Purchaser Purchaser, all of Sellers’ Seller’s right, title and interest in, to and under the Purchased AssetsAssets and the goodwill of the business associated therewith. “Purchased Assets” shall mean all assets, properties, interests and rights the following assets of Sellers, other than the Seller (but excluding Excluded Assets, ) as of the Closing, used or useful in connection with or Closing to the extent related to the Business, including:

Purchase and Sale of Assets. On the terms and subject to the conditions set forth in this Agreement, at the Closing, Purchaser shall purchase, acquire and accept from Sellers, Sellers and Sellers shall sell, transfer, assign, convey and deliver to Purchaser Purchaser, free of Liens other than Permitted Exceptions, all of Sellers’ right, title and interest in, to and under the Purchased Assets. “Purchased Assets” shall mean all assets, properties, interests and rights of the following assets of Sellers arising directly out of or used exclusively in Sellers, ’ operation of the Business (other than the Excluded Assets, as of the Closing, used or useful in connection with or related to the Business), including:

Purchase and Sale of Assets. On Upon the terms and subject to the conditions set forth in this Agreementherein, at the Closing, Seller shall sell, convey, assign and transfer to Purchaser and Purchaser shall purchase, acquire and accept from SellersSeller free and clear of all Liens, and Sellers shall sell, transfer, assign, convey and deliver to Purchaser all of Sellers’ Seller’s right, title and interest in, in and to and under the Purchased Assets. As used herein, “Purchased Assets” shall mean all assetsright, properties, interests title and rights interest of SellersSeller (or its Affiliates) in and to the following assets existing as of Closing, other than the Excluded Assets, as of the Closing, used or useful in connection with or related to the Business, including:

Purchase and Sale of Assets. On Subject to the terms and subject to the conditions set forth in of this Agreement, at the Closing, Purchaser Buyer shall purchase, purchase or acquire and accept from SellersSeller, and Sellers Seller shall sell, convey, transfer, assign, convey assign and deliver to Purchaser Buyer, the Assets on the Closing Date against the consideration to be paid by Buyer to Seller as specified in Section 3.1 hereof. The term “Assets” shall mean all of Sellers’ the right, title and interest in, to and under of Seller in the Purchased Assets. “Purchased Assets” shall mean all following assets, properties, interests and rights of Sellers, other than except to the extent they are Excluded Assets, as of the Closing, used or useful in connection with or related to the Business, including:

Purchase and Sale of Assets. On the terms and subject to the conditions set forth in this Agreement, at (a) At the Closing, Purchaser and except for the Excluded Assets, Buyer shall purchase, acquire and accept buy from Sellers, and Sellers shall sell, transfertransfer and convey to Buyer, assign, convey and deliver to Purchaser all of Sellers’ rightthe assets owned by Sellers and used in the Business, title free and interest in, clear of any Liens. The assets being purchased by Buyer are hereinafter referred to and under as the Purchased Assets. “Purchased Acquired Assets” which shall mean all assets, properties, interests and rights of Sellers, other than include without limitation the Excluded Assets, following as of the Closing, used or useful in connection with or related to the Business, including:

Purchase and Sale of Assets. On the terms (a) Upon and subject to the terms and conditions set forth in of this Agreement, at the Closing, Purchaser Buyer shall purchase, acquire and accept purchase from Sellers, and Sellers shall sell, transfer, assignconvey, convey assign and deliver to Purchaser Buyer, free and clear of any Encumbrances, all of Sellers’ right, title and interest in, in and to and under the Purchased Assets. “Purchased Assets” shall mean all of Sellers’ assets, propertiestangible and intangible, interests of every kind and rights of Sellersdescription, other than wherever located, including, without limitation, the following (but excluding the Excluded Assets set forth in Section 2.1(b)) (collectively, the “Assets, as of the Closing, used or useful in connection with or related to the Business, including:”):