Common use of Purchase and Sale of Assets Clause in Contracts

Purchase and Sale of Assets. (a) Subject to the terms and conditions set forth in this Agreement, at the Closing, Seller shall grant, sell, convey, assign, transfer and deliver to Purchaser, and Purchaser shall purchase and accept from Seller, all of Seller’s right, title and interest, as of the Closing Date, in and to the following (collectively, the “Assets”):

Purchase and Sale of Assets. (a) Subject to On the terms and subject to the conditions set forth in this Agreement, at the ClosingClosing Buyer shall purchase, Seller acquire and accept from Sellers, and Sellers shall grant, sell, conveytransfer, assign, transfer convey and deliver to Purchaser, and Purchaser shall purchase and accept from SellerBuyer, all of Seller’s Sellers’ right, title and interestinterest in, to and under the Purchased Assets. “Purchased Assets” shall mean the following assets of Sellers (but excluding Excluded Assets) as of the Closing Date, in and related to the following (collectively, the “Assets”):Business:

Purchase and Sale of Assets. (a) Subject to the terms and conditions set forth in this Agreement, at the Closing, Seller shall grant, sell, convey, assign, transfer and deliver to Purchaser, and Purchaser shall purchase and accept from Seller, all of Seller’s 's right, title and interest, as of the Closing Date, in and to the following (collectively, the “"Assets”"):

Purchase and Sale of Assets. (a) Subject to On the terms and subject to the conditions set forth in this Agreement, at the Closing, Seller shall grant, sell, convey, assign, transfer and deliver to Purchaser, and Purchaser shall purchase purchase, acquire and accept from Seller, and Seller shall sell, transfer, assign, convey and deliver to Purchaser all of Seller’s right, title and interestinterest in, as to and under the Purchased Assets free and clear of the Closing Date, in any Liens or Liabilities other than Permitted Exceptions and to Assumed Liabilities. “Purchased Assets” shall mean the following (collectively, the “Assets”):assets and rights of Seller:

Purchase and Sale of Assets. (a) Subject to Upon the terms and conditions set forth in this Agreement, at the ClosingClosing Date, Seller shall grant, sell, convey, assign, transfer and deliver to Purchaser, and Purchaser shall purchase and accept from Seller, all of Seller’s 's right, title and interest, as of the Closing Date, interest in and to the following (collectively, the “"Assets”"):

Purchase and Sale of Assets. (a) Subject On and subject to the terms and conditions set forth in of this Agreement, at the Closing, Seller shall grant, sell, convey, assign, transfer transfer, convey and deliver to PurchaserBuyer, and Purchaser Buyer shall purchase and accept acquire from Seller, free and clear of all Encumbrances (other than Permitted Encumbrances), all of Seller’s right, title and interest, as of the Closing DateClosing, in and to the following assets, properties and rights (collectively, the “Purchased Assets”):

Purchase and Sale of Assets. (a) Subject Except as provided in Sections 2.3 and 2.4 and subject to the other terms and conditions set forth in of this Agreement, at the Closing, each Seller shall grant, sell, assign, convey, assign, transfer and deliver to the applicable Purchaser, and the applicable Purchaser shall purchase and accept acquire from such Seller, and take assignment and delivery from such Seller of, all of such Seller’s right, title and interestinterest in, as of the Closing Date, in to and to under the following (collectively, the “Assets”):assets:

Purchase and Sale of Assets. (a) Subject to On the terms and subject to the conditions set forth in this Agreement, at the Closing, Seller shall grant, sell, convey, assign, transfer and deliver to Purchaser, and Purchaser shall purchase purchase, acquire and accept from Seller, and Seller shall sell, transfer, assign, convey and deliver to Purchaser all of Seller’s right, title and interestinterest in, to and under the Purchased Assets. “Purchased Assets” shall mean the following assets of Seller as of the Closing DateClosing, in and to the following (collectively, extent primarily related to the “Assets”):Business:

Purchase and Sale of Assets. (a) Subject to On, and subject to, the terms and conditions set forth in of this Agreement, at the Closing, Seller shall grant, sell, convey, assign, transfer transfer, convey and deliver to PurchaserBuyer, and Purchaser Buyer shall purchase and accept acquire from Seller, free and clear of all Encumbrances (other than Permitted Encumbrances), all of Seller’s right, title and interest, as of the Closing DateClosing, in and to the following assets, properties and rights (collectively, the “Purchased Assets”):

Purchase and Sale of Assets. (a) Subject On and subject to the terms and conditions set forth in of this Agreement, at the Closing, Seller shall grantshall, sell, convey, assign, transfer transfer, convey and deliver to PurchaserBuyer, and Purchaser shall Buyer shall, purchase and accept acquire from Seller, free and clear of all Encumbrances, all of Seller’s right, title and interest, as of the Closing DateClosing, in and to the following assets, properties and rights that are used in connection with the Business as currently conducted by Seller (collectively, the “Purchased Assets”):

Purchase and Sale of Assets. (a) Subject to Upon the terms and subject to the conditions set forth in of this Agreement, and subject to Section 2.4, at the Closing, Seller shall grant, sell, convey, assign, transfer transfer, convey and deliver to PurchaserBuyer, and Purchaser Buyer shall purchase purchase, acquire and accept from Seller, Seller all of Seller’s right, title and interestinterest of Seller in, as to and under the Transferred Assets, free and clear of the Closing Dateall Encumbrances, in and to the following (collectively, the “Assets”):other than Permitted Encumbrances.

Purchase and Sale of Assets. (a) Subject to the terms and --------------------------- conditions set forth in of this Agreement, at the Closing, Seller shall grant, sell, convey, assign, transfer and deliver to Purchaser, and Purchaser shall purchase and accept from Seller, all of Seller’s right, title and interest, as of on the Closing Date, in the Seller shall sell, transfer, convey, assign and deliver (or will cause to be sold, transferred, conveyed, assigned and delivered) to the following Buyer and the Buyer shall purchase, acquire and accept (collectivelyor cause to be purchased, acquired and accepted) from the Seller, the “Purchased Assets”):.

Purchase and Sale of Assets. (a) Subject to Upon the terms and subject to the conditions set forth in of this Agreement, at the Closing, the Seller shall grant, sell, convey, assign, transfer transfer, convey and deliver deliver, or cause to be sold, assigned, transferred, conveyed and delivered, to the Purchaser, and the Purchaser shall purchase and accept from the Seller, all of the Seller’s right, title and interest, as of the Closing Date, interest in and to the following assets (collectively, the “Purchased Assets”):

Purchase and Sale of Assets. (a) Subject to On the terms and subject to the conditions set forth in this Agreement, at the Closing, Seller shall grantPurchaser will purchase, acquire and accept from Sellers, and Sellers will sell, conveytransfer, assign, transfer convey and deliver to Purchaser, and Purchaser shall purchase and accept from Seller, all of Seller’s Sellers’ right, title and interestinterest in, as to and under the Purchased Assets, free and clear of all Liens (other than those created by Purchaser and attaching upon the consummation of the Closing Date, in transfer of the Purchased Assets or Transferred Exceptions) and to the following (collectively, the “Assets”):Excluded Liabilities.

Purchase and Sale of Assets. (a) Subject to On the terms and subject to the conditions set forth in this Agreement, at the Closing, Purchaser will purchase, acquire and accept from the applicable Seller, and each applicable Seller shall grant, will sell, conveytransfer, assign, transfer convey and deliver to Purchaser, and Purchaser shall purchase and accept from Seller, all of such Seller’s right, title and interestinterest in, as to and under the Purchased Assets, free and clear of the Closing Date, in all Liens (other than those Liens created by Purchaser and to the following (collectively, the “Assets”):Transferred Exceptions) and Excluded Liabilities.

Purchase and Sale of Assets. (a) Subject to the terms and conditions set forth in this Agreement, at the Closing, Seller shall grant, sell, convey, assign, transfer transfer, convey and deliver to Purchaser, and Purchaser shall purchase and accept from Seller, all of Seller’s right, title and interest, as interest of the Closing Date, Seller in and to the following assets relating to the Station (collectively, the “Purchased Assets”), free and clear of all Liens (other than Permitted Liens):

Purchase and Sale of Assets. (a) Subject On and subject to the terms and conditions set forth in of this Agreement, at the Closing, Seller the Vendor shall grant, sell, convey, assign, transfer transfer, convey and deliver to Purchaser, and Purchaser shall purchase and accept acquire from Sellerthe Vendor, free and clear of all Encumbrances, all of Sellerthe Vendor’s right, title and interest, as of the Closing DateClosing, in and to the following assets, properties and rights (collectively, the “Purchased Assets”):

Purchase and Sale of Assets. (a) Subject to On the terms and subject to the conditions set forth in this Agreement, at the Closing, Seller Buyer shall grantpurchase, acquire and accept from Sellers, and Sellers shall sell, conveytransfer, assign, transfer convey and deliver to Purchaser, and Purchaser shall purchase and accept from SellerBuyer, all of Seller’s Sellers’ right, title and interestinterest in, to and under the Purchased Assets free and clear of all liens, claims, encumbrances and interests. “Purchased Assets” shall mean the following assets of Sellers (but excluding Excluded Assets) as of the Closing Date, in and related to the following (collectively, the “Assets”):Business:

Purchase and Sale of Assets. (a) Subject to the terms and conditions set forth in of this Agreement, at on the ClosingClosing Date (as defined herein), the Seller shall grantsell, selltransfer, convey, assign, transfer and deliver to the Purchaser, and the Purchaser shall purchase purchase, acquire, and accept from the Seller, all of Seller’s right, title and interest, as of the Closing Date, in and to the following assets (collectively, the “Transferred Assets”):

Purchase and Sale of Assets. (a) Subject to On the terms and subject to the conditions set forth in this Agreement, at the ClosingClosing Buyer shall purchase, Seller acquire and accept from Sellers, and Sellers shall grant, sell, conveytransfer, assign, transfer convey and deliver to Purchaser, and Purchaser shall purchase and accept from SellerBuyer, all of Seller’s Sellers’ right, title and interestinterest in, as of to and under the Closing Date, in and to Purchased Assets. “Purchased Assets” shall mean the following (collectively, the “Assets”):assets listed on Schedule 2.1.

Purchase and Sale of Assets. (a) Subject to the terms and conditions set forth in this Agreement, at the Closing, Seller shall grant, sell, convey, assign, transfer transfer, convey and deliver to Purchaser (or, as designated by Purchaser, to Designated Licensee), and Purchaser shall purchase and accept from Seller, all of Seller’s right, title and interest, as interest of the Closing Date, Seller in and to the following assets relating to the Station (collectivelythe "Purchased Assets"), the “Assets”free and clear of all Liens (other than Permitted Liens):

Purchase and Sale of Assets. (a) Subject to the terms and conditions set forth in this Agreement, at the Closing, Seller shall grant, sell, convey, assign, transfer and deliver to Purchaser, and Purchaser shall purchase and accept from Seller, all of Seller’s right, title and interest, as of the Closing Date, in and to the following (collectively, the “Assets”):

Purchase and Sale of Assets. (a) Subject to the terms and conditions set forth in this Agreement, at the Closing, Seller shall grant, sell, convey, assign, transfer and deliver to Purchaser, and Purchaser shall purchase and accept from Seller, all of Seller’s right, title and interest, as of the Closing Date, in and to all assets (other than the following Excluded Assets) used or held for use in connection with banking operations of Seller (collectively, the “Assets”):), including the following:

Purchase and Sale of Assets. (a) Subject to On the terms and conditions set forth in this Agreement, at the Closing, Seller shall grantsell, selltransfer, assign, convey, assign, transfer and deliver to Purchaser, and Purchaser shall purchase and accept acquire from Seller, all of Seller’s the right, title and interest, as interest of the Closing Date, Seller in and to the following (collectively, the “Acquired Assets”):.

Purchase and Sale of Assets. (a) Subject to the terms and conditions set forth in of this Agreement, at the Closing, Seller shall grant, sell, assign, convey, assign, transfer and deliver to Purchaserthe Buyer, and Purchaser the Buyer shall purchase and accept acquire from the Seller, free and clear of all of Seller’s Encumbrances, all right, title and interest, as of the Closing Date, interest in and to all of the assets of Seller, including but not limited to all of the following assets, wherever located (collectively, the “Assets”):

Purchase and Sale of Assets. (a) Subject to the terms and conditions set forth in of this Agreement, at on the ClosingClosing Date (as hereinafter defined), Seller shall grant, sell, convey, assign, transfer and deliver assign to PurchaserBuyer, and Purchaser Buyer shall purchase purchase, acquire and accept from Selleraccept, all of Seller’s right, title and interest, as of the Closing Date, interest in and to the following (collectivelydescribed assets of Seller, all of which together shall constitute the “Assets”):Property:

Purchase and Sale of Assets. (a) Subject to the terms and conditions set forth in of this Agreement, at on the Closing, Closing Date (as defined herein) the Seller shall grantsell, selltransfer, convey, assign, transfer and deliver to the Purchaser, and the Purchaser shall purchase purchase, acquire, and accept from the Seller, all of Seller’s right, title and interest, as of the Closing Date, in and to the following assets (collectively, the “"Transferred Assets”"):

Purchase and Sale of Assets. (a) Subject On and subject to the terms and conditions set forth in of this Agreement, at the Closing, the Seller shall grant, sell, convey, assign, transfer transfer, convey and deliver to Purchaserthe Buyer, and Purchaser the Buyer shall purchase and accept acquire from the Seller, free and clear of all Encumbrances, all of the Seller’s right, title and interest, as of the Closing DateClosing, in and to the following assets, properties and rights (collectively, the “Purchased Assets”):

Purchase and Sale of Assets. (a) Subject to Upon the terms and subject to the conditions set forth in this Agreement, at the Closing, Seller shall grant, sell, convey, assign, assign and transfer and deliver to PurchaserBuyer, and Purchaser Buyer shall purchase purchase, acquire and accept from Seller, all of Seller’s right, title and interestinterest in, as of to and under the Closing Date, in and to the following (collectively, the Purchased Assets. “Assets”):

Purchase and Sale of Assets. (a) Subject to Upon the terms and subject to the conditions set forth in this Agreement, at the Closing, Seller shall grant, sell, assign, convey, assign, transfer and deliver (collectively, “Transfer”) to PurchaserBuyer, and Purchaser Buyer shall purchase and accept acquire from Seller, all of Seller’s right, title and interest, as of the Closing Date, interest in and to all rights and assets of the following Seller that are utilized in the Business (collectively, the “Assets”):), consisting of:

Purchase and Sale of Assets. (a) Subject to On the terms and subject to the conditions set forth in this Agreement, at the Closing, Purchaser will purchase, acquire and accept from the applicable Seller, and each Seller shall grant, will sell, conveytransfer, assign, transfer convey and deliver to Purchaser, and Purchaser shall purchase and accept from Seller, all of such Seller’s right, title and interestinterest in, as to and under the Purchased Assets, free and clear of the Closing Date, in all Liens (other than Transferred Exceptions) and to the following (collectively, the “Assets”):Excluded Liabilities.

Purchase and Sale of Assets. (a) Subject to Upon the terms and subject to the conditions set forth in this Agreement, at the Closing, Seller Buyer shall grantpurchase, sellacquire, convey, assign, transfer and deliver to Purchaser, and Purchaser shall purchase receive and accept from Seller, and Seller shall sell, transfer, convey, and deliver to Buyer, all of Seller’s rightthe Acquired Assets, title and interest, as of for the Closing Date, consideration specified below in and to the following this Article 0 (collectively, the “Assets”):xxx "Xxxxx Xxxxxxxx").

Purchase and Sale of Assets. (a) Subject to On, and subject to, the terms and conditions set forth in of this Agreement, at the Closing, Seller shall grant, sell, convey, assign, transfer transfer, convey and deliver to PurchaserBuyer, and Purchaser Buyer shall purchase and accept acquire from Seller, free and clear of all Encumbrances, all of Seller’s right, title and interest, as of the Closing DateClosing, in and to the following assets, properties and rights (collectively, the “Purchased Assets”):

Purchase and Sale of Assets. (a) Subject to Upon the terms and subject to the conditions set forth in this Agreement, at the Closing, Seller Sellers shall grant, sell, convey, assigntransfer, transfer assign and deliver to Purchaser, free and clear of any Liens, and Purchaser shall purchase purchase, acquire and accept from SellerSellers, all of Seller’s right, title and interest, as of the Closing Date, interest in and to each of the following Acquired Assets (collectively, the “AssetsPurchase and Sale”):).

Purchase and Sale of Assets. (a) Subject On and subject to the terms and conditions set forth in of this Agreement, at the ClosingClosing (as hereinafter defined), Seller Buyer shall grantpurchase from Sellers, and Sellers shall sell, conveytransfer, assign, transfer convey and deliver to Purchaser, and Purchaser shall purchase and accept from SellerBuyer, all of Seller’s right, title and interest, as interest of the Closing Date, Sellers in and to all of their assets and property (other than the following Excluded Assets) to the extent related to the Business (collectivelythe "Acquired Assets"), the “Assets”):including, without limitation:

Purchase and Sale of Assets. (a) Subject to the terms and conditions of this Agreement and on the basis of the representations and warranties set forth in this Agreementherein, at the Closing, Seller the Company shall grant, sell, conveytransfer, assign, transfer assign and deliver to PurchaserBuyer, and Purchaser Buyer shall purchase purchase, acquire and accept from Sellerthe Company, all of the Seller’s 's right, title and interest, as of the Closing Date, in and to the following (collectively, the “Assets”):interest in

Purchase and Sale of Assets. (a) Subject to On the terms and subject to the conditions set forth in this Agreement, at the Closing, Seller shall grant, sell, convey, assigntransfer, transfer assign and deliver to Purchaser, and Purchaser shall purchase and accept from Seller, free and clear of all Liens, all of Seller’s the right, title and interest, as interest of the Closing Date, Seller in and to the following assets, whether tangible or intangible, real, personal or mixed, including the following (collectively, the “Purchased Assets”):

Purchase and Sale of Assets. (a) Subject On and subject to the terms and conditions set forth in of this Agreement, at the Closing, the Seller shall grant, sell, convey, assign, transfer transfer, and deliver to PurchaserBuyer, and Purchaser the Buyer shall purchase purchase, acquire, and accept from Seller, delivery of all of Seller’s right, title title, and interest, as of the Closing Date, interest in and to the following (collectivelyfollowing, which comprise the “Assets”):, including the Business and the Business Operations:

Purchase and Sale of Assets. (a) Subject to Upon the terms and subject to the conditions set forth in of this Agreement, at on the ClosingClosing Dates, Seller Buyer shall grantpurchase from Sellers, and Sellers shall irrevocably sell, convey, assigntransfer, transfer assign and deliver to Purchaser, and Purchaser shall purchase and accept from SellerBuyer, all of Seller’s right, title and interest, as interest of the Closing Date, Sellers in and to all of the following (collectively, the “Assets”):

Purchase and Sale of Assets. (a) Subject At the Closing and subject to the terms ---------------------------- and conditions set forth in this Agreement, at the Closing, Seller shall grant, sell, convey, assign, assign and transfer to Buyer and deliver to Purchaser, and Purchaser Buyer shall purchase and accept from Seller, Seller all of Seller’s 's right, title and interest, as of the Closing Date, interest in and to the following (collectively, the “Assets”):Branch Office.

Purchase and Sale of Assets. (a) Subject to Upon the terms and subject to the conditions set forth in this Agreement, at the Closing, Seller shall grant, sell, convey, assign, assign and transfer and deliver to PurchaserBuyer, and Purchaser Buyer shall purchase purchase, acquire and accept from Seller, all of Seller’s right, title and interestinterest in, as to and under the Purchased Assets, free and clear of the Closing Date, in and to the following all Liens (collectively, the other than Permitted Encumbrances). “Assets”):

Purchase and Sale of Assets. (a) Subject to Upon the terms and subject to the conditions set forth contained in this Agreement, at the Closing, Seller shall grant, sell, assign, convey, assign, transfer and deliver to PurchaserBuyer, and Purchaser shall Buyer shall, by payment of the Purchase Price, purchase and accept acquire from Seller, free and clear of all Encumbrances (except for Permitted Liens), all of Seller’s the right, title and interest, as interest of the Closing Date, Seller in and to the following assets, wherever located (collectively, the “"Purchased Assets”"):

Purchase and Sale of Assets. (a) Subject to On the terms and subject to the conditions set forth contained in this Agreement, at on the ClosingClosing Date, Seller Purchaser shall grantpurchase from Sellers, and Sellers shall sell, convey, assign, transfer and deliver to Purchaser, free and clear of all Liens by appropriate warranty bills of sale, warranty deeds, assignments and other instruments satisfactory to Purchaser shall purchase and accept from Sellerits counsel, all of Seller’s right, title and interest, as of the Closing Date, in and to the following assets of Sellers (collectively, the “Purchased Assets”):

Purchase and Sale of Assets. (a) Subject to On the terms and subject to the conditions set forth in this Agreement, at the Closing, Seller shall grantBuyer will purchase, acquire and accept from Sellers, and Sellers will sell, conveytransfer, assign, transfer convey and deliver to Purchaser, and Purchaser shall purchase and accept from Seller, Buyer all of Seller’s Sellers’ right, title and interestinterest in, as to and under the Purchased Assets, free and clear of the Closing Dateall Liens, in other than those created by Buyer or its Affiliates and to the following (collectively, the “Assets”):other than Permitted Liens.

Purchase and Sale of Assets. (a) Subject to Upon the terms and subject to the conditions set forth contained in this Agreement, at the Closing, Seller shall grant, sell, assign, convey, assign, transfer and deliver to PurchaserBuyer, and Purchaser shall Buyer shall, by payment of the Purchase Price, purchase and accept acquire from Seller, free and clear of all Encumbrances (except for Permitted Liens, as set forth on Schedule 2.1 attached hereto), all of Seller’s the right, title and interest, as interest of the Closing Date, Seller in and to the following assets, wherever located (collectively, the “"Purchased Assets”"):

Purchase and Sale of Assets. (a) Subject to the terms and conditions set forth in of this Agreement, at the Closing, Seller shall grant, sell, convey, assign, transfer and deliver the Purchased Assets and Assumed Liabilities to PurchaserBuyer, and Purchaser Buyer shall purchase and accept acquire from Seller, all of Seller’s right, title and interest, as of the Purchased Assets at the Closing Date, in and to assume the following (collectively, the “Assets”):Assumed Liabilities.

Purchase and Sale of Assets. (a) Subject to Upon the terms and subject to the conditions set forth contained in this Agreement, at the Closing, Seller shall grant, sell, assign, convey, assign, transfer and deliver to PurchaserBuyer, and Purchaser shall Buyer shall, by payment and delivery of the Purchase Price, purchase and accept acquire from Seller, free and clear of all Claims and Encumbrances (except for Permitted Liens), all of Seller’s the right, title and interest, as interest of the Closing Date, Seller in and to the following assets, wherever located (collectively, the “Purchased Assets”):

Purchase and Sale of Assets. (a) Subject to Upon the terms and subject to the conditions set forth in this Agreement, at the Closing, Seller shall grant, sell, convey, assign, transfer and deliver to Purchaser, and Purchaser shall purchase and accept from Seller, Seller all of Seller’s right, title and interest, as of the Closing Date, interest in and to the following assets relating to the Branch Offices (collectively, the “Assets”):) free and clear of all Encumbrances other than Permitted Encumbrances:

Purchase and Sale of Assets. (a) Subject to On the terms and subject to the conditions set forth in of this Agreement, at on the ClosingClosing Date, Seller the Sellers shall grant, sell, convey, assign, transfer and deliver convey to the Purchaser, and the Purchaser shall purchase and accept from Sellerthe Sellers, all of Seller’s the Sellers' respective right, title and interest, as interest in and to all of the Assets on the Closing Date, in and to other than the following Excluded Assets (collectively, the “"Transferred Assets”):").

Purchase and Sale of Assets. (a) Subject to the terms and conditions set forth in of this Agreement, at on the ClosingClosing Date (as hereinafter defined), Seller the Purchaser shall grantpurchase and the Debtor shall transfer, sell, assign, convey, assign, transfer and deliver to Purchaser, and Purchaser shall purchase and accept from Seller, all of Sellerthe Debtor’s right, title title, and interest, as of the Closing Date, interest in and to the following assets, free and clear of all liens, claims and encumbrances (collectively, the “Purchased Assets”):).

Purchase and Sale of Assets. (a) Subject to On the terms and subject to the conditions set forth in this Agreement, at the Closing, Seller shall grant, sell, convey, assign, transfer and deliver to Purchaser, and Purchaser shall purchase purchase, acquire and accept from Seller, and Seller shall sell, transfer, and assign to Purchaser all of Seller’s right, title and interestinterest in, as to and under the Purchased Assets, free and clear of the Closing Date, in and to the following (collectively, the “Assets”):all Liens.

Purchase and Sale of Assets. (a) Subject to the terms and conditions set forth in this Agreement, at the Closing, Seller shall grant, sell, convey, assign, transfer and deliver to Purchaser, and Purchaser shall purchase and accept from Seller, all of Seller’s right, title and interest, as of the Closing Date, in and to the following assets that are exclusively used or held for use in the business or operation of the Branches (collectively, the “Assets”):

Purchase and Sale of Assets. (a) Subject to the terms and conditions set forth in of this Agreement, at the Closing, the Seller shall grantsell, selltransfer, convey, assign, transfer assign and deliver to the Purchaser, and the Purchaser shall purchase purchase, accept and accept from Sellerreceive, all of Seller’s 's right, title and interestinterest to the following, as of the same shall exist on the Closing Date, in and to the following (collectively, the “Assets”)::

Purchase and Sale of Assets. (a) Subject to Upon the terms and subject to the conditions set forth contained in this Agreement, at the Closing, the Seller shall grant, sell, convey, assign, transfer and deliver convey to Purchaserthe Buyer, and Purchaser the Buyer shall purchase purchase, acquire and accept from the Seller, all of the Seller’s 's right, title title, and interest, as of the Closing Date, interest in and to the following assets (collectively, the “"Purchased Assets”"):

Purchase and Sale of Assets. (a) Subject Upon and subject to the terms and conditions set forth in of this Agreement, at and on the ClosingClosing Date as defined herein, Seller the Company shall grant, sell, conveytransfer, assign, transfer convey and deliver to Purchaserthe Buyer, and Purchaser the Buyer shall purchase and accept from Sellerpurchase, all of Seller’s right, title and interest, as of the Closing Date, interest in and to all of the following assets owned or used by the Company in the Business (collectively, the “"Assets”"):

Purchase and Sale of Assets. (a) Subject to the terms and conditions set forth in this Agreement, at the Closing, Seller shall grant, sell, convey, assign, transfer and deliver to Purchaser, and Purchaser shall purchase and accept from Seller, all of Seller’s right, title and interest, as of the Closing Date, in and to the Real Property and the following (collectively, the following being referred to herein collectively as the “Assets”):

Purchase and Sale of Assets. (a) Subject to the terms and conditions set forth in of this Agreement, at on the Closing, Closing Date (as defined herein) the Seller shall grantsell, selltransfer, convey, assign, transfer and deliver to the Purchaser, and the Purchaser shall purchase purchase, acquire, and accept from the Seller, all of Seller’s right, title and interest, as of the Closing Date, in and to the following (collectivelyassets, which more specifically constitute the “Transferred Assets”)::

Purchase and Sale of Assets. (a) Subject to the terms and conditions set forth in of this Agreement, at the ClosingClosing (as defined in Section 1.8), the Seller shall grant, sell, convey, assign, transfer and deliver to Purchaserthe Buyer, and Purchaser Buyer shall purchase and accept from the Seller, all of the Seller’s 's right, title and interest, as of the Closing Date, in and to all of the following assets of the Seller (other than the Excluded Assets (as defined below)) (collectively, the “"Purchased Assets”):"), including, without limitation,

Purchase and Sale of Assets. (a) Subject to the terms and conditions set forth in of this Agreement, at the Closing, Seller shall grant, sell, assign, convey, assign, transfer and deliver to Purchaserthe Buyer, and Purchaser the Buyer shall purchase and accept acquire from Seller, free and clear of all of Seller’s Encumbrances, all right, title and interest, as of the Closing Date, interest in and to all of the assets of Seller used in the Business, including but not limited to all of the following assets, wherever located (collectively, the “Assets”):

Purchase and Sale of Assets. (a) Subject to On the terms and subject to the satisfaction or waiver of the conditions set forth in this Agreement, at the Closing, Seller the Sellers shall grant, sell, convey, assign, transfer and deliver to Purchaserthe Buyer, and Purchaser the Buyer shall purchase and accept acquire from Sellerthe Sellers, free and clear of all Security Interests, all of Seller’s right, title and interest, as of interest held by the Closing Date, Sellers in and to the following assets and properties, as the same shall exist as of the Closing (collectively, the “Acquired Assets”):

Purchase and Sale of Assets. (a) Subject to the terms and conditions set forth in this Agreement, at the Closing, Closing Seller shall grant, sell, convey, assign, transfer and deliver to Purchaser, and Purchaser shall purchase and accept from Seller, all of Seller’s right, title and interest, as of the Closing Date, in and to the following (collectively, the “Acquired Assets”):

Purchase and Sale of Assets. (a) Subject to the terms and conditions set forth in of this Agreement, at the ClosingClosing (as defined in Section 1.5(a)), Seller shall grant, sell, convey, assign, transfer and deliver to Purchaser, and Purchaser shall purchase and accept from Seller, pay for all of Seller’s right, title and interest, as interest of the Closing Date, Seller in and to the following (collectivelybusiness, the “Assets”):properties, assets and rights of any kind, whether tangible or

Purchase and Sale of Assets. (a) Subject Upon and subject to the terms and conditions set forth in of this Agreement, at the ClosingClosing the Buyer shall purchase from the Sellers, Seller and the Sellers shall grantsell, selltransfer, convey, assign, transfer assign and deliver to Purchaserthe Buyer, and Purchaser shall purchase and accept from Sellerat the Closing, for the consideration specified below in this Article I, all of Seller’s right, title and interestinterest in, as of to and under the Closing Date, in and to the following (collectively, the “Acquired Assets”):.

Purchase and Sale of Assets. (a) Subject to On the terms and subject to the conditions set forth in this Agreement, at the Closing, Seller shall grant, will sell, convey, assigntransfer, transfer assign and deliver to PurchaserBuyer and shall have received the necessary consents to such assignments, and Purchaser shall Buyer will purchase and accept acquire from Seller, all of Seller’s ’ right, title and interest, as of the Closing Date, interest in and to the following (collectively, the “Acquired Assets”):), subject to the Assumed Liabilities:

Purchase and Sale of Assets. (a) Subject to the terms and conditions set forth in this Agreement, at the Closing, Seller shall grant, sell, convey, assign, transfer transfer, convey and deliver to Purchaser, and Purchaser shall purchase and accept from Seller, all of Seller’s right, title and interest, as interest of the Closing Date, Seller in and to all of the following assets relating to the Stations (collectivelythe "Purchased Assets"), the “Assets”):free and clear of all Liens (other than Permitted Liens), including:

Purchase and Sale of Assets. (a) Subject to the terms and conditions set forth in this Agreement, at the Closing, Seller shall grant, sell, convey, assign, transfer and deliver to PurchaserBuyer, and Purchaser Buyer shall purchase and accept from Seller, all of Seller’s 's right, title and interest, as of the Closing Date, in and to the following (collectively, the “"Assets”"):

Purchase and Sale of Assets. (a) Subject to the terms and conditions set forth in of this Agreement, at the Closing, Closing (as hereinafter defined) Seller shall grant, sell, convey, assign, transfer and deliver to PurchaserBuyer, and Purchaser Buyer shall purchase and accept acquire from Seller, all of Seller’s 's right, title and interestinterest in, as of to and under those assets set forth in Schedule 1(a) (the Closing Date"Assets"), in attached hereto and to the following (collectively, the “Assets”):deemed a part hereof.

Purchase and Sale of Assets. (a) Subject to the terms and conditions set forth in of this Agreement, at the Closing, Seller shall grant, sell, convey, assign, transfer and deliver to Purchaser, Purchaser and Purchaser shall purchase purchase, acquire and accept from Seller, all of Seller’s 's right, title and interest, as of the Closing Date, interest in and to each of the following following, except for the Excluded Assets and except as otherwise specifically provided herein (collectivelysuch right, title and interest collectively referred to herein as the “"Assets”"):

Purchase and Sale of Assets. (a) Subject to Upon the terms and conditions set forth in this Agreement, at the Closing, Seller shall grant, sell, convey, assign, transfer transfer, convey and deliver to PurchaserBuyer, and Purchaser Buyer shall purchase and accept from Seller, all of Seller’s and, as applicable, its Affiliates’ right, title title, and interestinterest in, as of to and under the Closing Date, in and Purchased Assets to the following (collectivelyextent existing immediately prior to the Closing, the “Assets”):free and clear of all Encumbrances other than Permitted Encumbrances.

Purchase and Sale of Assets. (a) Subject to the terms and conditions set forth in of this Agreement, at the Closing, Seller Sellers shall grantsell, selltransfer, convey, assign, transfer assign and deliver the Assets to PurchaserBuyer and Buyer shall purchase, and Purchaser shall purchase acquire and accept the Assets from SellerSellers; provided that the Foreign Assets shall be purchased, all of Seller’s right, title acquired and interest, as of the Closing Date, in and accepted from Sellers pursuant to the following Subsidiary Asset Purchase Agreements (collectively, the “Assets”):as defined in Section 7.5(b)).

Purchase and Sale of Assets. (a) Subject to the terms and conditions set forth in this Agreement, at the Closing, Seller shall grant, sell, convey, assign, transfer and deliver to Purchaser, and Purchaser shall purchase and accept from Seller, all of Seller’s right, title and interestinterest free and clear of all Encumbrances (excluding any Permitted Real Estate Exceptions), as of the Closing Date, in and to the following (collectively, the “Assets”):

Purchase and Sale of Assets. (a) Subject to Except as otherwise provided below, upon the terms and subject to the conditions set forth in this Agreement, at the ClosingClosing Purchaser shall purchase, acquire and accept from Seller, and Seller shall grant, sell, conveytransfer, assign, transfer convey and deliver to Purchaser, and Purchaser shall purchase and accept from Seller, all of Seller’s right, title and interestinterest in, as of to and under the Closing Date, in and to the following (collectively, the Purchased Assets. The term “Assets”):

Purchase and Sale of Assets. (a) Subject to the terms and conditions set forth in this Agreement, at the Closing, Seller shall grant, sell, convey, assign, transfer and deliver to Purchaser, and Purchaser shall purchase and accept from Seller, all of Seller’s 's right, title and interest, as of the Closing Date, in and to the following (collectively, the “Assets”):"ASSETS"): (i) Cash on Hand;

Purchase and Sale of Assets. (a) Subject to At the Closing, on the terms and subject to the conditions set forth in of this Agreement, at the Closing, Seller shall grant, sell, conveytransfer, assign, transfer convey and deliver to Purchaserdeliver, and Purchaser Buyer shall purchase purchase, receive and accept from Selleraccept, free and clear of any Encumbrances, all of Seller’s right, title the Assets. The consideration to be paid by Buyer for the Assets shall be determined and interest, as of the Closing Date, in and paid pursuant to the following (collectively, the “Assets”):provisions of Article III below.

Purchase and Sale of Assets. (a) Subject to the terms and conditions set forth in of this Agreement, at the Closing, Seller shall grantsell, selltransfer, convey, assign, transfer assign and deliver to PurchaserBuyer, free and clear of all Encumbrances, and Purchaser Buyer shall purchase purchase, acquire and accept from Seller, all of Seller’s right, title and interest, as of the Closing DateClosing, in and to the following (collectively, the “Purchased Assets”):.

Purchase and Sale of Assets. (a) Subject to the terms and conditions set forth in of this Agreement, at the ClosingClosing (as defined in Section 1.10), Seller the Company shall grant, sell, convey, assign, transfer transfer, convey and deliver to Purchaserthe Buyer, and Purchaser Buyer shall purchase and accept from Seller, the Company all of Seller’s the Company's right, title and interest, as of the Closing DateEffective Time, in and to the following assets of the Company, which are used in connection with the Purchased Engineering Business (collectively, the “"Purchased Assets”"):

Purchase and Sale of Assets. (a) Subject to the terms and conditions set forth in of this Agreement, at the Closing, Seller shall grantsell, selltransfer, convey, assign, transfer assign and deliver to PurchaserBuyer, free and clear of all Encumbrances, and Purchaser Buyer shall purchase purchase, acquire and accept from Seller, all of Seller’s right, title and interest, as of the Closing DateClosing, in and to the following (collectively, the “Purchased Assets”):.

Purchase and Sale of Assets. (a) Subject to the terms and conditions set forth in this Agreement, at the Initial Closing, Seller shall grant, sell, convey, assign, transfer and deliver to Purchaser, and Purchaser shall purchase and accept from Seller, all of Seller’s 's right, title and interest, as of the Initial Closing Date, in and to the following (collectively, the “"Initial Closing Assets”"):

Purchase and Sale of Assets. (a) Subject to On the terms and subject to the conditions set forth in this Agreement, at the Closing, Seller shall grant, sell, convey, assign, transfer and deliver to Purchaser, and Closing Purchaser shall purchase purchase, acquire and accept from Seller, and Seller shall sell, transfer, assign, convey and deliver to Purchaser all of Seller’s right, title and interestinterest in, as to and under the Purchased Assets, free and clear of the Closing Date, in and to the following (collectively, the all Liens. “Assets”):

Purchase and Sale of Assets. (a) Subject to the terms and conditions set forth in of this Agreement, at the Closing, Seller shall grantsell, selltransfer, convey, assign, transfer assign and deliver to PurchaserBuyer, free and clear of all Encumbrances (other than Permitted Encumbrances), and Purchaser Buyer shall purchase purchase, acquire and accept from Seller, all of Seller’s right, title and interest, as of the Closing DateClosing, in and to the following (collectively, the “Purchased Assets”):.

Purchase and Sale of Assets. (a1) Subject to the terms and conditions set forth in this Agreement, at the Closing, Seller shall grant, sell, convey, assign, transfer and deliver to Purchaser, and Purchaser shall purchase and accept from Seller, all of Seller’s right, title and interest, as of the Closing Date, in and to the following (collectively, the “Assets”):

Purchase and Sale of Assets. (a) Subject to the terms and conditions set forth in of this Agreement, at the ClosingClosing (as defined in SECTION 1.7), the Seller shall grant, sell, convey, assign, transfer and deliver to Purchaserthe Buyer, and Purchaser Buyer shall purchase and accept from Seller, the Seller all of Seller’s right, title and interestinterest of the Seller, as of the Closing DateDate (as defined in SECTION 1.7), in and to the following assets of the Seller listed below (collectively, the “"Purchased Assets”"):

Purchase and Sale of Assets. (a) Subject Pursuant to the terms and conditions set forth in provisions of this --------------------------- Agreement, at the Closing, Seller shall grant, sell, conveytransfer, grant, assign, transfer deliver and deliver convey to PurchaserBuyer, and Purchaser Buyer shall purchase purchase, acquire, accept and accept assume from Seller, all of Seller’s right, title and interest, as interest of the Closing Date, Seller in and to the following (collectively, the “Assets”):following:

Purchase and Sale of Assets. (a) Subject to the terms and conditions set forth in of this Agreement, at the Closing, Seller shall grant, sell, convey, assign, transfer and deliver to PurchaserBuyer, and Purchaser Buyer shall purchase purchase, acquire and accept from Seller, all of Seller’s 's right, title and interest, as of the Closing Date, interest in and to each of the following assets (collectively, the “"Purchased Assets”"):

Purchase and Sale of Assets. (a) Subject to Upon the terms and subject to the conditions set forth in of this Agreement, at on the ClosingClosing Date, Buyer shall purchase from Seller, and Seller shall grant, irrevocably sell, convey, assigntransfer, transfer assign and deliver to PurchaserBuyer, free and Purchaser shall purchase and accept from Sellerclear of all Encumbrances other than Permitted Encumbrances, all of Seller’s right, title and interest, as interest of the Closing Date, Seller in and to all of the following (collectively, the “"Assets”"):

Purchase and Sale of Assets. (a) Subject to On the terms and subject to the conditions set forth in of this Agreement, at the Closing, Seller shall grant, sell, convey, assign, transfer transfer, convey and deliver to PurchaserBuyer, and Purchaser Buyer shall purchase purchase, acquire and accept from Seller, all of Seller’s right, title and interest, as of the Closing Date, interest in and to the following specifically identified assets, rights, properties, claims and contracts of Seller as of the Closing Date (such assets, rights, properties, claims and contracts of Seller, collectively, the “Purchased Assets”):), in each case excluding the Excluded Assets:

Purchase and Sale of Assets. (a) Subject to the terms and conditions set forth in of this Agreement, at the Closing, Seller shall grantsell, selltransfer, convey, assign, transfer assign and deliver to PurchaserBuyer, free and clear of all Encumbrances, and Purchaser Buyer shall purchase purchase, acquire and accept from Seller, all of Seller’s right, title and interest, as of the Closing DateClosing, in and to the following (collectively, the “Purchased Assets”):.

Purchase and Sale of Assets. (a) Subject to Upon the terms and subject to the conditions set forth in this Agreement, at the closing (the "Closing") of the transactions contemplated hereby (the "Transaction"), Seller shall grantsell, selltransfer, convey, assign, transfer assign and deliver to PurchaserBuyer, and Purchaser Buyer shall purchase and accept acquire from Seller, all the following assets of Seller’s right, title and interestSeller relating to the Business, as of the same shall exist on the Closing Date, in and to the following Date (collectively, the “"Assets”"):

Purchase and Sale of Assets. (a) Subject to Upon the terms and subject to the conditions set forth in this Agreement, at the ClosingClosing (defined below), Seller shall grantsell, selltransfer, convey, assign, transfer assign and deliver to Purchaser, and the Purchaser shall purchase and accept from Seller, all of Seller’s legal right, title and interest, as of the Closing Date, interest in and to the following (collectively, the “Assets”):.

Purchase and Sale of Assets. (a) Subject to the terms and conditions set forth in this Agreement, at the Closing, Seller shall grant, sell, convey, assign, transfer and deliver to Purchaser, and Purchaser shall purchase and accept from Seller, all of Seller’s 's right, title and interest, as of the Closing Date, in and to the following (collectively, the “"Assets”):"): (i) Cash on Hand;

Purchase and Sale of Assets. (a) Subject to the terms and conditions set forth in of this Agreement, at the Closing, Buyer shall purchase from the Seller, and the Seller shall grantsell, sellassign, transfer, convey, assign, transfer and deliver to Purchaser, and Purchaser shall purchase and accept from SellerBuyer, all of each Seller’s right, title and interest, as of the Closing Date, interest in and to all of the following assets, properties, and rights (collectively, the “Acquired Assets”):

Purchase and Sale of Assets. (a) Subject to the terms and conditions set forth in of this Agreement, at the Closing, Seller shall grantsell, selltransfer, convey, assign, transfer assign and deliver to PurchaserBuyer and Buyer shall purchase, and Purchaser shall purchase acquire and accept from Seller, all of Seller’s right's tangible and intangible rights and assets including all assets owned, title licensed or otherwise used in the Business (the "Acquired Assets"), and interestincluding, as of the Closing Date, in and to the following (collectivelybut not limited to, the “Assets”):following:

Purchase and Sale of Assets. (a) Subject to Upon the terms and subject to the conditions set forth in this Agreement, at the Closing, Seller shall grant, sell, convey, assign, transfer and deliver to Purchaser, and Purchaser shall purchase and accept from Seller, all of Seller’s right, title and interest, as of the Closing Date, interest in and to the following assets relating to the Branch Offices (collectively, the “Assets”):) free and clear of all Encumbrances other than Permitted Encumbrances:

Purchase and Sale of Assets. (a) Subject to On the terms and subject to the conditions set forth in this Agreement, at the ClosingClosing (as defined below), Purchaser shall purchase, acquire and accept from Seller, and Seller shall grant, sell, conveytransfer, assign, transfer convey and deliver to Purchaser, and Purchaser shall purchase and accept from Seller, all of Seller’s right, title title, and interestinterest in, as of to and under the Closing Date, in and to the following (collectively, the “Assets”):.

Purchase and Sale of Assets. (a) Subject to Upon the terms and subject to the conditions set forth in of this Agreement, at on the ClosingClosing Date, Buyer shall purchase from Seller, and Seller shall grant, irrevocably sell, convey, assigntransfer, transfer assign and deliver to PurchaserBuyer, free and Purchaser shall purchase and accept from Sellerclear of all Encumbrances other than Permitted Encumbrances, all of Seller’s right, title and interest, as interest of the Closing Date, Seller in and to all of the following (collectively, the “Assets”):

Purchase and Sale of Assets. (a) Subject to On the terms and subject to the conditions set forth in this Agreement, at the Closing, Seller shall grant, sell, convey, assign, transfer and deliver to Purchaser, and Purchaser shall purchase purchase, acquire and accept from SellerSellers, all of Seller’s right, title and interest, as of the Closing Date, in and to the following (collectively, the “Assets”):Sellers

Purchase and Sale of Assets. (a) Subject to On the terms and subject to the conditions set forth in this Agreement, at the Closing, Seller Purchaser shall grantpurchase, acquire and accept from Sellers, and Sellers shall sell, conveytransfer, assign, transfer convey and deliver to Purchaser, and Purchaser shall purchase and accept from Seller, all of Seller’s Sellers' right, title and interestinterest in, as of to and under the Closing Date, in and to the following (collectively, the “Purchased Assets”):.

Purchase and Sale of Assets. (a) Subject Pursuant to the terms and conditions set forth in of this Agreement, at the Closing, Seller shall grant, sell, conveytransfer, assign, transfer convey and deliver assign to Purchaser, and Purchaser shall purchase and accept acquire from Seller, as of the Close of Business on the Closing Date, all of Seller’s 's right, title and interest, as of the Closing Date, interest in and to each of the following (collectivelyfollowing, except as specifically provided herein, which are collectively referred to herein as the “"Assets”):":

Purchase and Sale of Assets. (a) Subject to Upon the terms and subject to the conditions set forth in of this Agreement, at on the ClosingClosing Date (defined herein in Section 2.1), Buyer shall purchase from Seller, and Seller shall grant, sell, convey, assigntransfer, transfer assign and deliver to Purchaser, and Purchaser shall purchase and accept from SellerBuyer, all of Seller’s right, title and interest, as of the Closing Date, interest in and to the Seller’s following specific property and assets (collectively, the “Purchased Assets”):

Purchase and Sale of Assets. (a) Subject to the terms and conditions set forth in of this Agreement, at the ClosingClosing (as defined below), Seller shall grant, sell, convey, assign, transfer transfer, convey and deliver to Purchaser, and Purchaser shall purchase and accept acquire from Seller, free and clear of all Encumbrances (other than Permitted Encumbrances), all of Seller’s right, title and interest, as of the Closing DateClosing, in and to the following assets, properties and rights (collectively, the “Purchased Assets”):