Common use of Purchase and Sale of Assets Clause in Contracts

Purchase and Sale of Assets. Upon the terms and subject to the conditions contained herein, at the Closing, Seller shall sell, transfer, assign, convey and deliver to Buyer, and Buyer shall purchase and accept delivery from Seller, all of the Assets owned directly or indirectly by Seller or any of its Affiliates, as of the Closing, free and clear of any Encumbrances, other than Permitted Encumbrances.

Purchase and Sale of Assets. Upon the terms and subject to the conditions contained herein, at the Closing, Seller shall sell, transfer, assign, convey and deliver to Buyer, and Buyer shall purchase and accept delivery from Seller, all of the Assets owned directly or indirectly by Seller or any of its Affiliates, as of the Closing, free and clear of any Encumbrances, other than Permitted EncumbrancesAssets.

Purchase and Sale of Assets. Upon Subject to the terms and subject to the conditions contained set forth herein, at the Closing, Seller shall sell, transferconvey, assign, convey transfer, and deliver to Buyer, and Buyer shall purchase and accept delivery from Seller, all of the Assets owned directly or indirectly by Seller or any of its AffiliatesSeller’s right, as title, and interest in, to, and under all of the Closingtangible and intangible assets, free properties, and clear rights of any Encumbrances, every kind and nature and wherever located (other than Permitted Encumbrances.the Excluded Assets), which relate to, or are used or held for use in connection with, the Business (collectively, the “Purchased Assets”), including the following:

Purchase and Sale of Assets. Upon Subject to and upon the terms and subject to the conditions contained herein, at the Closing, Seller shall sell, transfer, assign, convey and deliver to Buyer, and Buyer shall purchase and accept delivery from Seller, all of the Assets owned directly or indirectly by Seller or any of its Affiliates, as of the ClosingPurchaser, free and clear of any Encumbrancesall security interests, other than Permitted Encumbrancesliens, claims and encumbrances and Purchaser shall purchase, accept and acquire from Seller, the Assets.

Purchase and Sale of Assets. Upon Subject to the terms and subject to the conditions contained set forth herein, at the Closing, Seller shall sell, transfer, assign, convey and deliver sell to Buyer, and Buyer shall purchase and accept delivery from Seller, all of the Assets owned directly or indirectly by Seller or any of its Affiliates, as of the Closing, free and clear of any Encumbrances, other than Permitted EncumbrancesAssets.

Purchase and Sale of Assets. Upon Subject to and upon the terms and subject to the conditions contained herein, at the Closing, Seller Sellers shall sell, transfer, assign, convey and deliver to Buyer, and Buyer shall purchase and accept delivery from Seller, all of the Assets owned directly or indirectly by Seller or any of its Affiliates, as of the ClosingPurchaser, free and clear of any Encumbrancesall security interests, liens, claims and encumbrances (other than Permitted Encumbrancesthe Assumed Liabilities) and Purchaser shall purchase, accept and acquire from Sellers, the Assets.

Purchase and Sale of Assets. Upon the terms and subject to the conditions contained herein, at the Closing, Closing Seller shall sell, transfer, assign, transfer and convey and deliver to Buyer, and Buyer shall purchase and accept delivery from Seller, all of the Assets owned directly or indirectly by Seller or any of its Affiliates, as of the Closing, free and clear of any Encumbrances, other than Permitted Encumbrances., all of Seller’s right, title and interest in the following assets (collectively, the “Assets”):

Purchase and Sale of Assets. Upon Subject to and upon the terms and subject to the conditions contained herein, at the Closing, Seller Sellers shall sell, transfer, assign, convey and deliver to Buyer, and Buyer shall purchase and accept delivery from Seller, all of the Assets owned directly or indirectly by Seller or any of its Affiliates, as of the ClosingPurchaser, free and clear of any Encumbrancesall security interests, other than Permitted Encumbrancesliens, claims and encumbrances (excluding the Mortgage (as defined below), and Purchaser shall purchase, accept and acquire from Sellers, the Assets.

Purchase and Sale of Assets. Upon Subject to the terms and subject to the conditions contained set forth herein, at the Closing, Seller shall sell, assign, transfer, assign, convey and deliver to Buyer, and Buyer shall purchase and accept delivery from Seller, all of the Assets owned directly or indirectly by Seller or any of its Affiliates, as of the Closing, free and clear of any Encumbrances, other than Permitted Encumbrances.all of Seller’s right, title and interest in, to and under, whether real, personal or mixed, tangible or intangible, wherever located and whether now existing or hereafter acquired, the following:

Purchase and Sale of Assets. Upon Subject to the terms and subject to the conditions contained set forth herein, at the Closing, Seller shall sell, assign, transfer, assign, convey and deliver to Buyer, and Buyer shall purchase and accept delivery from Seller, all of the Assets owned directly or indirectly by Seller or any of its Affiliates, as of the Closing, free and clear of any Encumbrances, all Encumbrances other than Permitted Encumbrances., all of Seller’s right, title and interest in, to and under the following assets, properties and rights of Seller, to the extent that such assets, properties and rights exist as of the Closing Date and primarily relate to the Business (collectively, the “Purchased Assets”):

Purchase and Sale of Assets. Upon At the Closing, Seller shall sell and convey to Purchaser, and Purchaser shall purchase and receive from Seller, all of Seller’s right, title, and interest in the Acquired Assets free and clear of all Liens (other than Permitted Liens) created by, through or under Seller or its Affiliates, but not otherwise, under the terms of, and subject to the conditions contained hereinin, at the Closing, Seller shall sell, transfer, assign, convey and deliver to Buyer, and Buyer shall purchase and accept delivery from Seller, all of the Assets owned directly or indirectly by Seller or any of its Affiliates, as of the Closing, free and clear of any Encumbrances, other than Permitted Encumbrancesthis Agreement.

Purchase and Sale of Assets. Upon On the terms and subject to the conditions contained hereinset forth in this Agreement, at the ClosingClosing Purchaser shall purchase from Seller, and Seller shall sell, transfer, assign, convey and deliver to Buyer, and Buyer shall purchase and accept delivery from Seller, Purchaser all of Seller’s right, title and interest in and to the Assets owned directly or indirectly by Seller or any of its Affiliates, as of the ClosingAssets, free and clear of any Encumbrancesand all Liens. As a result of this transaction, other than Permitted EncumbrancesSeller shall retain no interest whatsoever in the Assets.

Purchase and Sale of Assets. Upon Subject to the terms and subject to the conditions contained set forth herein, at the Closing, Seller shall sell, assign, transfer, assign, convey and deliver to Buyer, and Buyer shall purchase and accept delivery from Seller, all of the Assets owned directly or indirectly by Seller or any of its Affiliates, as of the Closing, free and clear of any Encumbrances, all Encumbrances other than Permitted Encumbrances., all of Seller’s right, title and interest in, to and under the 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”):

Purchase and Sale of Assets. Upon Subject to the terms and subject to the conditions contained set forth herein, at the Closing, Seller shall sell, assign, transfer, assign, convey and deliver to Buyer, and Buyer shall purchase and accept delivery from Seller, all of Seller’s right, title and interest in, to and under the Assets owned directly or indirectly by Seller or any following assets, properties and rights of its AffiliatesSeller, to the extent that such assets, properties and rights exist as of the ClosingClosing Date and exclusively relate to the Business (collectively, free and clear of any Encumbrances, other than Permitted Encumbrances.the “Purchased Assets”):

Purchase and Sale of Assets. Upon (a) At the terms Closing (as hereinafter defined), on and subject to the terms and conditions contained herein, at the Closingof this Agreement, Seller shall sell, assign, transfer, assignconvey, convey and deliver to BuyerPurchaser, and Buyer Purchaser shall purchase purchase, acquire, and accept delivery from Seller, all of the right, title, and interest of Seller in and to the Acquired Assets owned directly or indirectly by Seller or any of its Affiliates, (as of the Closing, free and clear of any Encumbrances, other than Permitted Encumbranceshereinafter defined).

Purchase and Sale of Assets. Upon (a) At the Closing provided for in Section 2.01, on the terms and subject to the conditions contained hereinset forth in this Agreement, at the Closing, Seller shall sell, convey, transfer, assign, convey assign and deliver to the Buyer, and Buyer shall purchase and accept delivery from Seller, all of the Assets owned directly or indirectly by Seller or any of its Affiliates, as of the Closing, free and clear of any Encumbrancesand all Encumbrances (except for Permitted Encumbrances and Permitted Liens), other than Permitted Encumbrances.and the Buyer shall purchase and acquire from the Seller all of the right, title and interest of the Seller in and to the Acquired Assets. The term “

Purchase and Sale of Assets. Upon Subject to the terms and subject to the conditions contained set forth herein, at the Closing, Seller shall sell, transferconvey, assign, convey transfer, and deliver to Buyer, and Buyer shall purchase and accept delivery from Seller, all the following assets, properties and rights of the Assets owned directly or indirectly by Seller or any of its Affiliates, as of the ClosingSeller, free and clear of any Encumbrancesall Encumbrances (collectively, other than Permitted Encumbrances.the “Purchased Assets”):

Purchase and Sale of Assets. Upon Subject to the terms and subject to the conditions contained set forth herein, at the Closing, Seller shall sell, assign, transfer, assign, convey and deliver to Buyer, and Buyer shall purchase and accept delivery from Seller, all of the Assets owned directly or indirectly by Seller or any of its Affiliates, as of the Closing, free and clear of any Encumbrances, Encumbrances other than Permitted Encumbrances., all of Seller’s right, title and interest in, to and under the following assets (collectively, the “Purchased Assets”):

Purchase and Sale of Assets. Upon On the terms and subject to the conditions contained hereinhereof, at the ClosingClosing (as hereinafter defined), Seller shall Sellers will sell, transfer, assignconvey, convey assign and deliver ("Transfer") to BuyerPurchaser, and Buyer shall Purchaser will purchase and accept delivery from SellerSellers, all of Sellers' right, title and interest in and to the Assets owned directly or indirectly by Seller or any of its Affiliatesassets and properties, as of associated with the Closing, free and clear of any Encumbrances, other than Permitted Encumbrances.Division described in this Section 1.1 (the "Assets"):

Purchase and Sale of Assets. Upon Subject to the terms and subject to the conditions contained set forth herein, at the Closing, Seller shall sell, transferconvey, assign, convey transfer, and deliver to Buyer, and Buyer shall purchase and accept delivery from Seller, all of the Assets owned directly or indirectly by Seller or any of its AffiliatesSeller’s right, as title, and interest in, to, and under all of the ClosingAssets, free whether tangible or intangible, including all rights therein of every kind and clear of any Encumbrancesnature and wherever located (collectively, other than Permitted Encumbrancesthe “Purchased Assets”).

Purchase and Sale of Assets. Upon Subject to the terms and subject to the conditions contained set forth herein, at the Closing, Seller shall sell, assign, transfer, assign, convey and deliver to Buyer, and Buyer shall purchase and accept delivery from Seller, all of the Assets owned directly or indirectly by Seller or any of its Affiliates, as of the Closing, free and clear of any Encumbrances, all Encumbrances other than Permitted Encumbrances., all Seller’s right, title and interest in, to and under the following assets, properties and rights of Seller (collectively, the “Purchased Assets”):

Purchase and Sale of Assets. Upon On the terms and subject to the conditions contained hereinhereof, at the Closing, Seller shall will sell, transfer, assigngrant, convey convey, assign and deliver ("Transfer") to BuyerPurchaser, and Buyer shall Purchaser will purchase and accept delivery from Seller, all the rights, properties and assets owned by Seller in connection with the operation or conduct of the Assets owned directly or indirectly by Seller or any of its Affiliates, Business as of the Closingdate hereof, free or acquired by Seller in connection with the operation of the Business between the date hereof and clear of any Encumbrancesthe Closing Date, other than Permitted Encumbrances.including, but not limited to, the rights, properties and assets described in this Section 2.1 (collectively the "Assets"):

Purchase and Sale of Assets. Upon the terms and subject to the conditions set forth herein, and on the basis of the representations and warranties contained herein, at the Closing, the Seller shall sell, convey, transfer, assign, convey assign and deliver to Buyerthe Purchaser, and Buyer the Purchaser shall purchase purchase, acquire and accept delivery from the Seller, all of Seller's right, title and interest in and to the Assets owned assets of the Seller, of every kind, nature and description, personal, tangible and intangible, related directly or indirectly by Seller or any of its Affiliatesto the Business, as including without limiting the generality of the Closing, free and clear of any Encumbrances, other than Permitted Encumbrances.foregoing:

Purchase and Sale of Assets. Upon the terms and subject to the conditions contained herein, at the Closingset forth in this Agreement, Seller shall sell, transfer, assign, transfer and convey and deliver to Buyer, and Buyer shall purchase and accept delivery acquire from Seller, all of the Assets owned directly or indirectly by Seller or any of its Affiliates, as of at the Closing, free and clear the Assets. The Assets shall be transferred by Seller to Buyer by delivery of any Encumbrances, other than Permitted Encumbrancesthe Conveyance at Closing.

Purchase and Sale of Assets. Upon Subject to and upon the terms and subject to the conditions contained herein, at the ClosingClosing (as defined below), Seller shall sell, transfer, assign, convey and deliver to Buyer, and Buyer shall purchase and accept delivery from Seller, all of the Assets owned directly or indirectly by Seller or any of its Affiliates, as of the ClosingPurchaser, free and clear of any Encumbrancesall security interests, liens, claims and encumbrances (other than Permitted Encumbrancesthe Assumed Liabilities (as defined below)), and Purchaser shall purchase, accept and acquire from Seller, the Assets.

Purchase and Sale of Assets. Upon At the Closing, and upon the terms and subject to the conditions contained herein, at the Closingof this Agreement, Seller shall sell, assign, transfer, assign, convey and deliver to Buyer, and Buyer shall purchase and accept delivery from Seller, all the Assets, in exchange for the consideration set forth in this Agreement and the assumption by Buyer of the Assets owned directly or indirectly by Seller or any of its Affiliates, as of Assumed Obligations attributable to the Closing, free and clear of any Encumbrances, other than Permitted EncumbrancesAssets.

Purchase and Sale of Assets. Upon On the terms and subject to the conditions contained set forth herein, at the Closing, Seller shall sell, convey, transfer, assign, convey assign and deliver to Buyer, and Buyer shall purchase and accept delivery from Seller, all of Seller’s right, title and interest in and to the Assets owned directly or indirectly by assets of Seller or any of its Affiliatesprimarily related to the Business (collectively, as of the Closing“Purchased Assets”), free and clear of any all Encumbrances, other than Permitted Encumbrances.including without limitation the following:

Purchase and Sale of Assets. Upon At the terms and subject to Closing (as hereinafter defined), the conditions contained herein, at the Closing, Seller shall sell, transfer, assign, convey assign and deliver to the Buyer, and the Buyer shall purchase purchase, accept, assume and accept delivery from Sellerreceive, all of the Seller's right, title and interest in, to or arising from the assets comprising the Brookfield Business, including, without limitation, the following assets, but excluding the Excluded Assets owned directly or indirectly by Seller or any of its Affiliates, as of the Closing, free and clear of any Encumbrancesdefined below (all such assets, other than Permitted Encumbrances.the Excluded Assets, being the "Purchased Assets"):

Purchase and Sale of Assets. Upon Subject to the terms and subject to the conditions contained set forth herein, at the Closing, Seller shall sell, assign, transfer, assign, convey and deliver to Buyer, and Buyer shall purchase and accept delivery from Seller, all of the Assets owned directly or indirectly by Seller or any of its Affiliates, as of the Closing, free and clear of any Encumbrances, Encumbrances other than Permitted Encumbrances., all of Seller's right, title and interest in, to and under certain assets, properties and rights of Seller as provided in this Section 2.01 (collectively, the "Purchased Assets"), including the following:

Purchase and Sale of Assets. Upon Subject to and upon the terms and subject to the conditions contained herein, at the Closing, Seller shall sell, transfer, assign, convey and deliver to Buyer, and Buyer shall purchase and accept delivery from Seller, all of the Assets owned directly or indirectly by Seller or any of its Affiliates, as of the ClosingPurchaser, free and clear of any Encumbrancesall security interests, liens, claims and encumbrances (other than Permitted Encumbrancesthe Assumed Liabilities), and Purchaser shall purchase, accept and acquire from Seller, the Assets and assume the Assumed Liabilities.

Purchase and Sale of Assets. Upon Subject to the terms and subject to the conditions contained set forth herein, at the Closing, the applicable Seller shall sell, assign, transfer, assign, convey and deliver to the applicable Buyer, and the applicable Buyer shall purchase and accept delivery from the applicable Seller, all of the Assets owned directly or indirectly by Seller or any of its Affiliates, as of the Closing, free and clear of any Encumbrances, Encumbrances other than Permitted Encumbrances., all of such Seller’s right, title and interest in, to the following assets of such Seller which relate to, or are used or held for use exclusively in connection with, the Business (collectively, the “Purchased Assets”):

Purchase and Sale of Assets. Upon the terms and subject to the conditions contained herein, at At the Closing, Seller shall sell, transfer, assign, convey convey, transfer and deliver to Buyer, and Buyer shall purchase and accept delivery acquire from Seller, all of Seller’s right, title and interest in and to the Assets owned directly or indirectly by Seller or any of its Affiliatesfollowing tangible and intangible assets, as they relate to the Product and exist as of the Closing, together with all accrued benefits and rights pertaining thereto (together, the “Assets”), other than the Excluded Assets, free and clear of any Encumbrances, other than except for Permitted Encumbrances.:

Purchase and Sale of Assets. Upon the terms and subject to the conditions contained set forth herein, at the Closing, Seller shall sell, transferconvey, assign, convey assign and deliver transfer to BuyerPurchaser, and Buyer Purchaser shall purchase purchase, acquire and accept delivery from Seller, all of the Assets owned directly or indirectly by Seller or any of its Affiliates, as of the Closing, free and clear of any Encumbrancesall Liens, other than Permitted Encumbrances., all of Seller’s right, title and interest in, to and under those assets described in the following clauses (a) through (i) related to Seller’s Products (collectively, the “Purchased Assets”):

Purchase and Sale of Assets. Upon 2.1.1 Subject to the terms and subject to the conditions contained hereinhereinafter set forth, at the Closing, Seller shall sell, assign, transfer, assignconvey, convey and deliver to BuyerPurchaser, and Buyer Purchaser shall purchase and accept delivery assume from Seller, all in consideration of the Assets owned directly or indirectly by Seller or any of its Affiliates, as payment of the ClosingPurchase Price, the Assets, free and clear of all liens, claims, charges and encumbrances of any Encumbrancesnature whatsoever, other than except for Permitted EncumbrancesLiens.

Purchase and Sale of Assets. Upon Subject to the terms and subject to the conditions contained set forth herein, at the Closing, each Seller shall sell, assign, transfer, assign, convey and deliver to Buyer, and Buyer shall purchase and accept delivery from the respective Seller, all of the Assets owned directly or indirectly by Seller or any of its Affiliates, as of the Closing, free and clear of any Encumbrances, other than Permitted Encumbrancesall of such Seller’s right, title and interest in, to and under all of the assets, properties and rights owned by such Seller and listed in Exhibit 2.01 hereof (collectively, the “Purchased Assets”).

Purchase and Sale of Assets. Upon Subject to the terms and subject to the conditions contained set forth herein, at the Closing, Seller shall sell, assign, transfer, assign, convey and deliver to Buyer, and Buyer shall purchase and accept delivery from Seller, all of the Assets owned directly or indirectly by Seller or any of its Affiliates, as of the Closing, free and clear of any Encumbrances, Encumbrances other than Permitted Encumbrances., all of Seller’s right, title and interest in, to and under all of the following assets, properties and rights (collectively, the “Purchased Assets”):

Purchase and Sale of Assets. Upon Subject to the terms and subject to the conditions contained set forth herein, at the Closing, Seller shall sell, assign, transfer, assign, convey and deliver to Buyer, and Buyer shall purchase and accept delivery from Seller, all of the Assets owned directly or indirectly by Seller or any of its Affiliates, as of the Closing, free and clear of any Encumbrances, other than Permitted Encumbrancesall of Seller’s right, title and interest in, to and under all of the assets, properties and rights listed in Exhibit 2.01 hereof (collectively, the “Purchased Assets”).

Purchase and Sale of Assets. Upon Subject to the terms and subject to the conditions contained set forth herein, at the Closing, Seller shall sell, assign, transfer, assign, convey and deliver to Buyer, and Buyer shall purchase and accept delivery acquire from Seller, all of the Assets owned directly or indirectly by Seller or any of its Affiliates, as of the Closing, free and clear of any EncumbrancesLiens, other than Permitted Encumbrances.all of Seller’s right, title and interest in, to and under all of the assets, properties, rights and interests used in, held for use in connection with, or otherwise related to the Product Candidate, including the following (collectively, the “Purchased Assets”):

Purchase and Sale of Assets. Upon On the terms and subject to the conditions contained hereinof this Agreement, at the Closing, Closing Seller shall sell, transfer, assignconvey, convey and deliver to the Buyer, and the Buyer shall purchase purchase, acquire and accept delivery from the Seller all of its right, title and interest in the Acquired Assets. Buyer shall not acquire any other assets from Seller, all of the Assets owned directly or indirectly by Seller or any of its Affiliates, as of the Closing, free and clear of any Encumbrances, other than Permitted Encumbrances.

Purchase and Sale of Assets. Upon Subject to and upon the terms and subject to the conditions contained herein, at the Closing, Seller shall sell, transfer, assign, convey and deliver to Buyer, and Buyer shall purchase and accept delivery from Seller, all of the Assets owned directly or indirectly by Seller or any of its Affiliates, as of the ClosingPurchaser, free and clear of any Encumbrancesall security interests, liens, claims and encumbrances (other than Permitted Encumbrancesthe Assumed Liabilities), and Purchaser shall purchase, accept and acquire from Seller, the Assets.

Purchase and Sale of Assets. Upon Subject to and upon the terms and subject to the conditions contained herein, at the Closing, Seller shall sell, transfer, assign, convey and deliver to Buyer, and Buyer shall purchase and accept delivery from Seller, all of the Assets owned directly or indirectly by Seller or any of its Affiliates, as of the ClosingPurchaser, free and clear of all security interests, liens, claims and encumbrances, and Purchaser shall purchase, accept and acquire from Seller, the Assets, and Purchaser shall assume the Assumed Liabilities. Purchaser shall acquire no interest in any Encumbrances, other property of Seller other than Permitted Encumbrancesthe Assets.

Purchase and Sale of Assets. Upon Subject to the terms and subject to the conditions contained set forth herein, at the Closing, Seller shall sell, assign, transfer, assign, convey and deliver to Buyer, and Buyer shall purchase and accept delivery from Seller, all of the Assets owned directly or indirectly by Seller or any of its Affiliates, as of the Closing, free and clear of any Encumbrances, other than Permitted Encumbrances.all of Seller’s right, title and interest in, to and under all of the assets list below (collectively, the “Purchased Assets”):

Purchase and Sale of Assets. Upon a. At the terms and subject to the conditions contained herein, at the ClosingClosing (hereinafter defined), Seller shall sell, transfer, assign, convey transfer and deliver assign to Buyer, Purchaser and Buyer Purchaser shall purchase and accept delivery from Seller, all of Seller's right, title and interest in and to Seller's assets, whether real, personal or mixed, tangible or intangible, used in connection with Seller's business, wherever located (collectively the "Assets"). The Assets owned directly or indirectly by Seller or any of its Affiliatesshall include, as of the Closing, free and clear of any Encumbrances, other than Permitted Encumbrances.but shall not be limited to:

Purchase and Sale of Assets. Upon Subject to the terms and subject to the conditions contained set forth herein, at the Closing, Seller shall sell, assign, transfer, assign, convey and deliver to Buyer, and Buyer shall purchase and accept delivery from Seller, all of the Assets owned directly or indirectly by Seller or any of its Affiliates, as of the Closing, free and clear of any Encumbrances, all Encumbrances other than Permitted Encumbrances., all of Seller’s right, title and interest in, to and under the 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 or are exclusively utilized in connection with the Business (collectively, the “Purchased Assets”):

Purchase and Sale of Assets. Upon Subject to the terms and subject to the conditions contained set forth herein, at the Closing, Seller shall sell, assign, transfer, assign, convey and deliver to Buyer, and Buyer shall purchase and accept delivery from Seller, all of the Assets owned directly or indirectly by Seller or any of its Affiliates, as of the Closing, free and clear of any Encumbrances, all Encumbrances other than Permitted Encumbrances., all of Seller's right, title and interest in, to and under the following assets, properties and rights of Seller, to the extent that such assets, properties and rights exist as of the Closing Date and primarily relate to the Business (collectively, the "Purchased Assets"):

Purchase and Sale of Assets. Upon Subject to the terms and subject to the conditions contained set forth herein, at the Closing, Seller shall sell, assign, transfer, assign, convey and deliver to BuyerBuyer free and clear of all Encumbrances, and Buyer shall purchase and accept delivery from Seller, all of Seller’s right, title and interest (i) in and to the Assets owned directly or indirectly by Seller or any Tier 2 Products, and (ii) in, to and under the following assets, properties and rights of its AffiliatesSeller, to the extent that such assets, properties and rights exist as of the ClosingClosing Date and exclusively relate to the Business (collectively, free and clear of any Encumbrances, other than Permitted Encumbrances.the “Purchased Assets”):

Purchase and Sale of Assets. Upon Subject to the terms and subject to the conditions contained set forth herein, at the Closing, Seller shall sell, assign, transfer, assign, convey and deliver to Buyer, and Buyer shall purchase and accept delivery from Seller, all of the Assets owned directly or indirectly by Seller or any of its Affiliates, as of the Closing, free and clear of any all Encumbrances, other than Permitted Encumbrances.all of Seller’s right, title and interest in, to and under the following assets as they exist on the Closing Date (unless otherwise specifically specified as of another date below), in each case whether tangible or intangible, real, personal or mixed (collectively, the “Purchased Assets”):

Purchase and Sale of Assets. Upon Subject to the terms and subject to the conditions contained set forth herein, at the Closing, Seller shall sell, assign, transfer, assign, convey and deliver to Buyer, and Buyer shall purchase and accept delivery from Seller, all of the Assets owned directly or indirectly by Seller or any of its Affiliates, as of the Closing, free and clear of any Encumbrances, all Liens (other than the Permitted EncumbrancesLiens), all of Seller’s right, title and interest in, to and under the Target Equity.

Purchase and Sale of Assets. Upon the terms On and subject to the terms and conditions contained hereinof this Agreement, at the Closing, Seller shall sell, assign, transfer, assign, convey and deliver to Buyer, and Buyer shall purchase and accept delivery acquire from Seller, free and clear of all Encumbrances (other than Permitted Encumbrances), all of the Assets owned directly or indirectly by Seller or any of its AffiliatesSeller’s right, title and interest, as of the Closing, free in and clear of any Encumbrancesto the following assets, other than Permitted Encumbrances.properties and rights that are used in connection with the Business as currently conducted (collectively, the “Purchased Assets”):

Purchase and Sale of Assets. Upon At the Closing, Seller shall sell and convey to Purchaser, and Purchaser shall purchase and receive from Seller, all of Seller’s right, title and interest in the Acquired Assets free and clear of all Liens other than Permitted Liens created by, through or under Seller or its Affiliates, but not otherwise, under the terms of, and subject to the conditions contained hereinin, at the Closing, Seller shall sell, transfer, assign, convey and deliver to Buyer, and Buyer shall purchase and accept delivery from Seller, all of the Assets owned directly or indirectly by Seller or any of its Affiliates, as of the Closing, free and clear of any Encumbrances, other than Permitted Encumbrancesthis Agreement.

Purchase and Sale of Assets. Upon At the Closing, on the terms and subject to the conditions contained herein, at the Closing, Seller shall sell, transfer, assignconvey, convey assign and deliver to Buyerthe Purchaser, and Buyer the Purchaser shall purchase and accept delivery from the Seller, all of the Assets owned directly Seller's right, title and interest in and to all assets and properties that are owned, leased or indirectly licensed by the Seller or any of its Affiliates, as of and used in connection with the ClosingBusiness, free and clear of any EncumbrancesLiens, other than Permitted Encumbrances.the Excluded Assets (collectively, the "ASSETS"), including, without limitation:

Purchase and Sale of Assets. Upon Subject to the terms and subject to the conditions contained set forth herein, at the Closing, Seller shall sell, assign, transfer, assign, convey and deliver to Buyer, and Buyer shall purchase and accept delivery from Seller, all of the Assets owned directly or indirectly by Seller or any of its Affiliates, as of the Closing, free and clear of any Encumbrances, other than Permitted Encumbrances.all of Seller’s right, title and interest in, to and under the following assets, properties and rights of Seller (collectively, the “Purchased Assets”):

Purchase and Sale of Assets. Upon the terms and subject to the conditions contained set forth herein, at the Closing, Seller shall sell, transfer, assign, convey and deliver to Buyer, and Buyer shall purchase purchase, acquire and accept delivery from Seller, all of the Assets owned directly or indirectly by Seller or any of its Affiliates, as of the Closing, free and clear of any Encumbrances, all Encumbrances (other than Permitted Encumbrances.), all right, title and interest of Seller in, to and under the assets of Seller existing as of the Closing Date and which primarily relate to the Federal Business, excepting only the Excluded Assets, including the following (the “Purchased Assets”):

Purchase and Sale of Assets. Upon Subject to and upon the terms and subject to the conditions contained herein, at the Closing, Seller shall sell, transfer, assign, convey and deliver to Buyer, and Buyer shall purchase and accept delivery from Seller, all of the Assets owned directly or indirectly by Seller or any of its Affiliates, as of the Closing, free and clear of any Encumbrances, all Encumbrances (other than Permitted EncumbrancesAssumed Liabilities) and Buyer shall purchase, accept and acquire from Seller, the Assets.

Purchase and Sale of Assets. Upon Subject to the terms and subject to the conditions contained set forth herein, at the Closing, Seller Sellers shall sell, assign, transfer, assign, convey and deliver to Buyer, and Buyer shall purchase and accept delivery from Seller, all of the Assets owned directly or indirectly by Seller or any of its Affiliates, as of the ClosingSellers, free and clear of any Encumbrances, all Encumbrances other than Permitted Encumbrances., all of Sellers’ right, title and interest in, to and under the following assets, properties and rights of Sellers, to the extent that such assets, properties and rights exist as of the Closing Date (collectively, the “Purchased Assets”):

Purchase and Sale of Assets. Upon Subject to and upon the terms and subject to the conditions contained herein, at the Closing, Seller shall sell, transfer, assign, convey and deliver to BuyerPurchaser, and Buyer shall purchase and accept delivery from Seller, all pursuant to the Xxxx of the Assets owned directly or indirectly by Seller or any of its Affiliates, Sale attached hereto as of the ClosingExhibit 2.1, free and clear of any Encumbrancesall Security Interests or claims, other than Permitted Encumbrancesand Purchaser shall purchase, accept and acquire from Seller, the Assets.

Purchase and Sale of Assets. Upon Subject to the terms and subject to the conditions contained set forth herein, at the Closing, Seller shall sell, assign, transfer, assign, convey and (except as otherwise permitted by Section 6.18(a)) deliver to Buyer, and Buyer shall purchase and accept delivery from Seller, all of the Assets owned directly or indirectly by Seller or any of its Affiliates, as of the Closing, free and clear of any Encumbrances, Encumbrances other than Permitted Encumbrances., all of Seller’s right, title and interest in, to and under the following (collectively, the “Purchased Assets”):

Purchase and Sale of Assets. Upon the terms and subject to the conditions contained herein, at At the Closing, Seller shall sell, assign, convey, transfer, assign, convey and deliver to Buyer, and Buyer shall purchase and accept delivery acquire from Seller, all of the Assets owned directly or indirectly by Seller or any of its AffiliatesSeller's right, as title, interest, and claims in and to all of the ClosingAssets, free and clear of any Encumbrances, other than Permitted all Encumbrances.

Purchase and Sale of Assets. Upon Subject to the terms and subject to the conditions contained hereinhereof, at the Closing, Seller shall sell, transfer, assignconvey, convey assign and deliver to Buyer, and Buyer shall purchase purchase, acquire and accept delivery from Seller, all of Seller’s right, title and interest in the Assets owned assets, tangible or intangible, used or useful in, or directly or indirectly by Seller or any of its Affiliatesrelating to, as of the ClosingFacilities, free and clear of any Encumbrancesincluding without limitation, other than Permitted Encumbrances.the following-described assets, wherever located (collectively, the “Assets”):

Purchase and Sale of Assets. Upon the terms and subject to the conditions contained hereinof this Agreement, at the Closing, Seller shall sell, transfer, assign, convey and deliver to Buyer, and Buyer shall purchase and accept delivery from Seller, all of Seller’s right, title and interest in, to and under all of the Assets owned directly assets, properties, rights and interests used or indirectly held for use by Seller or any of its Affiliatesset forth below, wherever located, as of such assets exist on the ClosingClosing Date (collectively, the “Purchased Assets”), free and clear of any all Encumbrances, other than Permitted Encumbrances.:

Purchase and Sale of Assets. Upon At the terms and subject to the conditions contained herein, at the ClosingClosing (as defined below), Seller shall sell, transfer, assign, convey assign and deliver to Buyer, and Buyer shall purchase purchase, accept and accept delivery from Sellerreceive, all of Seller’s right, title and interest in, to or arising from the Purchased Assets owned directly or indirectly by Seller or any of its Affiliates, as of the Closing, free and clear of any Encumbrances, other than all Encumbrances (except for Permitted Encumbrances).

Purchase and Sale of Assets. Upon Subject to the terms and subject to the conditions contained set forth herein, at the Closing, Seller shall sell, assign, transfer, assign, convey and deliver to Buyer, and Buyer shall purchase and accept delivery from Seller, all of the Assets owned directly or indirectly by Seller or any of its Affiliates, as of the Closing, free and clear of any Encumbrances, Encumbrances other than Permitted Encumbrances, all of Seller’s right, title and interest in, to and under all of the assets, properties and rights listed in Schedule 2.01 hereof (collectively, the “Purchased Assets”).

Purchase and Sale of Assets. Upon (a) Subject to the terms and subject to the conditions contained hereinof this Agreement, at the Closing, Seller shall sell, transfer, assignconvey, convey assign and deliver to Buyer, and Buyer shall purchase purchase, acquire and accept delivery from Seller, free and clear of any Encumbrance, other than a Permitted Encumbrance, all of the Assets owned directly or indirectly by Seller or any of its AffiliatesSeller’s right, title and interest, as of the Closing, free in and clear of any Encumbrances, other than Permitted Encumbrancesto the Purchased Assets.

Purchase and Sale of Assets. Upon the terms and subject to the conditions contained hereinset forth herein and subject to Section 2.2, at the Closing, Seller shall sell, transferconvey, assign, convey transfer and deliver to Buyereach Purchaser, as applicable, and Buyer each Purchaser, as applicable, shall purchase purchase, acquire and accept delivery from Seller, all of the Assets owned directly or indirectly by Seller or any of its Affiliates, as of the Closing, free and clear of any Encumbrancesall Liens, other than Permitted Encumbrances, all of Seller’s right, title and interest in, to and under the Purchased Assets.

Purchase and Sale of Assets. Upon Subject to the terms and subject to the conditions contained set forth herein, at the Closing, Seller shall sell, assign, transfer, assign, convey and deliver to Buyer, and Buyer shall purchase and accept delivery from Seller, all of the Assets owned directly or indirectly by Seller or any of its Affiliates, as of the Closing, free and clear of any Encumbrances, Encumbrances other than Permitted Encumbrances., all of Seller's right, title and interest in, to and under the following assets, properties, and rights (collectively, the “Purchased Assets”), but specifically excluding the Excluded Assets:

Purchase and Sale of Assets. Upon the terms and subject to the conditions contained herein, at the Closing, Seller shall sell, transfer, assign, convey and deliver to Buyer, and Buyer shall purchase and accept delivery from Seller, all of the Assets owned directly or indirectly by Seller or any of its Affiliates, as of the ClosingAssets, free and clear of any Encumbrances, all Encumbrances other than Permitted Encumbrances, and Buyer will assume the regulatory proceedings related to the Assets listed on Schedule 2.1.

Purchase and Sale of Assets. Upon Subject to the terms and subject to the conditions contained set forth herein, at the Closing, Seller shall sell, assign, transfer, assign, convey and deliver to Buyer, and Buyer shall purchase and accept delivery from Seller, all of the Assets owned directly or indirectly by Seller or any of its Affiliates, as of the Closing, free and clear of any all Encumbrances, other than except for Permitted Encumbrances., all of Seller's right, title and interest in, to and under the following assets, properties and rights of Seller, to the extent that such assets, properties and rights exist as of the Closing Date and relate to the Business (collectively, the "Purchased Assets") including:

Purchase and Sale of Assets. (a) Upon the terms and subject to the conditions contained hereinof this Agreement, at the each applicable Closing, Seller shall sell, assign, transfer, assign, convey and deliver to Buyer, and Buyer shall purchase and accept delivery from Seller, all of Seller’s right, title and interest in and to the Purchased Assets owned directly or indirectly by Seller or any of its Affiliates, as of the Closing, free and clear of any Encumbrances, all Encumbrances (other than Permitted Encumbrances), but excluding the Excluded Assets, for the Purchase Price.

Purchase and Sale of Assets. Upon At the Closing, upon the terms and subject to the conditions contained herein, at the Closing, Seller shall sell, transfer, assignconvey, convey assign and deliver to BuyerPurchaser, effective as of the Closing, and Buyer Purchaser shall purchase and accept delivery from Seller, all of the Assets owned directly or indirectly by Seller or any of its Affiliatesassets related to the Business, as of including the Closingfollowing, free and clear of any Encumbrancesall liens, other than Permitted Encumbrances.mortgages, pledges, encumbrances and charges of every kind (collectively, the "ASSETS"), except for those Assets expressly defined in Section 2.2 as "RETAINED ASSETS:"

Purchase and Sale of Assets. Upon Subject to the terms and subject to the conditions contained set forth herein, at the Closing, Seller shall sell, transferconvey, assign, convey transfer and deliver to Buyer, and Buyer shall purchase and accept delivery from Seller, all of the Assets owned directly or indirectly by Seller or any of its AffiliatesSeller’s right, as title and interest in, to and under all of the Closingtangible and intangible assets, free properties and clear rights of any Encumbrances, every kind and nature and wherever located (other than Permitted Encumbrances.the Excluded Assets), which relate to, or are used or held for use in connection with, the Business (collectively, the “Purchased Assets”), including the following:

Purchase and Sale of Assets. Upon Subject to the terms and subject to the conditions contained set forth herein, at the Closing, Seller Sellers shall sell, assign, transfer, assign, convey and deliver to Buyer, and Buyer shall purchase and accept delivery from Seller, all of the Assets owned directly or indirectly by Seller or any of its Affiliates, as of the ClosingSellers, free and clear of any Encumbrances, Encumbrances other than Permitted Encumbrances.Permitted

Purchase and Sale of Assets. Upon the terms and subject to the conditions contained set forth herein, at the Closing, Seller shall sell, transferconvey, assign, convey assign and deliver transfer to BuyerPurchaser, and Buyer Purchaser shall purchase purchase, acquire and accept delivery from Seller, all of the Assets owned directly or indirectly by Seller or any of its Affiliates, as of the Closing, free and clear of any Encumbrances, all Liens (other than the Permitted Encumbrances.Liens listed in item numbers 2 through 6 of Schedule 1.01(b)), all of Seller’s rights, titles and interests in, to or under the assets set forth below (collectively, the “Purchased Assets”):

Purchase and Sale of Assets. Upon Subject to the terms and subject to the conditions contained set forth herein, at the Closing, Seller shall sell, assign, transfer, assign, convey and deliver to Buyer, and Buyer shall purchase and accept delivery from Seller, all of free mixed, tangible or intangible, wherever located and whether now existing or hereafter acquired, the Assets owned directly or indirectly by Seller or any of its Affiliates, as of the Closing, free and clear of any Encumbrances, other than Permitted Encumbrances.following:

Purchase and Sale of Assets. Upon Subject to the terms and subject to the conditions contained set forth herein, at the Closing, Seller shall sell, assign, transfer, assignconvey, convey and deliver to Buyer, and Buyer shall purchase and accept delivery from Seller, all of the Assets owned directly or indirectly by Seller or any of its Affiliates, as of the Closing, free and clear of any Encumbrances, other than Permitted Encumbrances.all of Seller’s right, title, and interest in, to, and under the following assets, properties and rights, which relate to, or are used or held for use in connection with, the Business (collectively, the “Purchased Assets”):

Purchase and Sale of Assets. Upon On the terms and subject to the conditions contained hereinset forth in this Agreement, at the Closing, Seller shall sell, convey, transfer, assign, convey assign and deliver to Buyer, and Buyer shall purchase and accept delivery from Seller, all of Seller's rights, title and interest in and to the assets, properties and business of Seller used in connection with the Business, other than the Excluded Assets owned directly or indirectly by Seller or any of its Affiliates(collectively, as of the Closing"Assets"), free and clear of any EncumbrancesLiens, other than Permitted Encumbrances.including without limitation: