Common use of Purchase and Sale of Assets Clause in Contracts

Purchase and Sale of Assets. Subject to the terms and conditions set forth herein, at the Closing, Seller shall sell, assign, transfer, convey and deliver to Buyer, and Buyer shall purchase from Seller, 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, properties and rights of every kind and nature, whether real, personal or mixed, tangible or intangible (including goodwill), wherever located and whether now existing or hereafter acquired (other than the Excluded Assets), which relate to, or are used or held for use in connection with, the Business (collectively, the “Purchased Assets”), including, without limitation, the following:

Purchase and Sale of Assets. Subject to the terms and conditions set forth herein, at the Closing, Seller shall sell, assign, transfer, convey and deliver to Buyer, and Buyer shall purchase from Seller, free and clear of any Encumbrances other than Permitted Encumbrances, all of Seller’s 's right, title and interest in, to and under all of the assets, properties and rights of every kind and nature, whether real, personal or mixed, tangible or intangible (including goodwill), wherever located and whether now existing or hereafter acquired (other than the Excluded Assets), which relate to, or are used or held for use in connection with, the Business (collectively, the “"Purchased Assets”"), including, without limitation, the following:

Purchase and Sale of Assets. Subject to the terms and conditions set forth herein, at the Closing, Seller Sellers shall sell, assign, transfer, convey and deliver to Buyer, and Buyer shall purchase from SellerSellers, free and clear of any Encumbrances other than Permitted Encumbrances, all of Seller’s Sellers’ right, title and interest in, to and under all of the assets, properties and rights of every kind and nature, whether real, personal or mixed, tangible or intangible (including goodwill), wherever located and whether now existing or hereafter acquired (other than the Excluded Assets), which relate to, or are used or held for use in connection with, the Business (collectively, the “Purchased Assets”), including, without limitation, the following:

Purchase and Sale of Assets. Subject to the terms and conditions set forth herein, at the ClosingSeller hereby sells, Seller shall sellassigns, assigntransfers, transfer, convey conveys and deliver delivers to Buyer, and Buyer shall purchase hereby purchases from Seller, free and clear of any Encumbrances other than Permitted Encumbrances, all of Seller’s right, title and interest in, to and under all each of the following assets, properties and rights of every kind and nature, whether real, personal or mixed, tangible or intangible (including goodwill), wherever located and whether now existing or hereafter acquired (other than the Excluded Assets), which relate to, or are used or held for use in connection with, the Business (collectively, the “Purchased Assets”), including, without limitation, the following:):

Purchase and Sale of Assets. Subject to the terms and conditions set forth herein, at the Closing, Seller shall sell, assign, transfer, convey and deliver to Buyer, and Buyer shall purchase from Seller, free and clear of any Encumbrances other than Permitted EncumbrancesLiens, all of Seller’s right, title and interest in, to and under all of the assets, properties and rights of every kind and nature, whether real, personal or mixed, tangible or intangible (including goodwill), wherever located and whether now existing or hereafter acquired (other than the Excluded Assets), which relate to, or are used or held for use in connection with, the Business (collectively, the “Purchased Assets”), including, without limitation, including the following:

Purchase and Sale of Assets. Subject to the terms and conditions set forth hereinof this Agreement, at the Closing, Seller shall the Company will sell, assign, transfer, deliver and convey good and deliver marketable title to BuyerPurchaser, and Buyer Purchaser shall purchase from Sellerthe Company, free and clear of any Encumbrances other than Permitted Encumbrances, all of Sellerthe Company’s right, title and interest in, to and under all of the assets, properties and rights of every kind and nature, whether real, personal or mixed, tangible or intangible (including goodwill), wherever located and whether now existing or hereafter acquired (other than the Excluded Assets), which relate to, or are used or held for use in connection with, the its Business (collectively, the “Purchased Assets”), including, without limitation, the following:following (in each case to the extent related to, or derived from, the Business):

Purchase and Sale of Assets. Subject to the terms and conditions set forth herein, at the Closing, Seller shall sell, assign, transfer, convey and deliver to Buyer, and Buyer shall purchase from Seller, free and clear of any Encumbrances other than Permitted Encumbrancesencumbrances, all of Seller’s right, title and interest in, to and under all of the assets, properties and rights of every kind and nature, whether real, personal or mixed, tangible or intangible (including goodwill), wherever located and whether now existing or hereafter acquired (other than the Excluded Assets), which relate to, or are used or held for use in connection with, the Business (collectively, the “Purchased Assets”), including, without limitation, the following:

Purchase and Sale of Assets. Subject to the terms and conditions set forth herein, at the Closing, Seller shall sell, assign, transfer, convey and deliver to Buyer, and Buyer shall purchase from Seller, 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 of every kind and nature, whether real, personal or mixed, tangible or intangible (including goodwill), wherever located and whether now existing or hereafter acquired (other than the Excluded Assets), which relate to, or are used or held for use in connection with, the Business (collectively, the “Purchased Assets”), including, without limitation, including the following:

Purchase and Sale of Assets. Subject to the terms and conditions set forth herein, at the Closing, each Seller shall sell, assign, transfer, convey and deliver to Buyer, and Buyer shall accept and purchase from each Seller, free and clear of any Encumbrances other than Permitted Encumbrances, all of such Seller’s right, title and interest in, to and under all of the assets, properties and rights of every kind and nature, whether real, personal or mixed, tangible or intangible (including goodwill), wherever located and whether now existing or hereafter acquired (other than the Excluded Assets), which relate to, or are used or held for use in connection with, the Business (collectively, the “Purchased Assets”), including, without limitation, the following:

Purchase and Sale of Assets. Subject to the terms and conditions set forth herein, at the Closing, Seller shall sell, assign, transfer, convey and deliver to Buyer, and Buyer shall purchase from Seller, free and clear of any Encumbrances other than Permitted Encumbrancesexcept as expressly set forth herein, all of Seller’s 's right, title and interest in, to and under all of the assets, properties and rights of every kind and nature, whether real, personal or mixed, tangible or intangible (including goodwill), wherever located and whether now existing or hereafter acquired prior to Closing (other than the Excluded Assets), which relate to, or are used or held for use in connection with, the Business (collectively, the “"Purchased Assets”"), including, without limitation, the following:

Purchase and Sale of Assets. Subject to the terms and conditions set forth hereinherein and in the Local Agreements, at the Closing, Seller Sellers shall sell, assign, transfer, convey and deliver to BuyerBuyers, and Buyer Buyers shall purchase from SellerSellers, free and clear of any Encumbrances other than the Permitted Encumbrances, all of Seller’s Sellers right, title and interest in, to and under all of the assets, properties and rights of every kind and nature, whether real, personal or mixed, tangible or intangible (including goodwill), wherever located and whether now existing or hereafter acquired (other than the Excluded Assets), which solely relate to, or are used or held for use in connection with, the Business (collectively, the “Purchased Assets”), including, without limitation, consisting of the following:

Purchase and Sale of Assets. Subject to the terms and conditions set forth herein, at the Closing, the Seller shall sell, assign, transfer, convey and deliver to the Buyer, and the Buyer shall purchase from the Seller, free and clear of any Encumbrances other than Permitted Encumbrances, all of the Seller’s right, title and interest in, to and under all of the assets, properties and rights of every kind and nature, whether real, personal or mixed, tangible or intangible (including goodwill), wherever located and whether now existing or hereafter acquired (other than the Excluded Assets), which relate to, or are used or held for use in connection with, the Business or otherwise (collectively, the “Purchased Assets”), including, without limitation, the following:

Purchase and Sale of Assets. Subject to the terms and conditions set forth herein, at the Closing, Seller the Company shall sell, assign, transfer, convey and deliver to BuyerNewco, and Buyer Newco shall purchase from Sellerthe Company, free and clear of any Encumbrances other than Permitted Encumbrances, all of Sellerthe Company’s right, title and interest in, to and under all of the assets, properties and rights of every kind and nature, whether real, personal or mixed, tangible or intangible (including goodwill), wherever located and whether now existing or hereafter acquired (other than the Excluded Assets), which relate to, or are used or held for use in connection with, the Business (collectively, the “Purchased Assets”), including, without limitation, the following:

Purchase and Sale of Assets. Subject to the terms and conditions set forth herein, Seller shall, at the Closing, Seller shall other than the Excluded Assets, sell, assign, transfer, convey and deliver to Buyer, and Buyer shall purchase from Seller, free and clear of all Encumbrances, except for any Encumbrances other than Permitted Encumbrances, all of Seller’s right, title and interest in, to and under all of the assets, properties Assets and rights of every kind and nature, whether real, personal or mixed, tangible or intangible Seller (including goodwill), wherever located and whether now existing or hereafter hereinafter acquired (other than the Excluded Assets)and wherever located) associated with, which relate to, relating to or are used or held for use in connection with, with the Business (collectively, the “Purchased Assets”), including, without limitation, including the following:

Purchase and Sale of Assets. Subject to the terms and conditions set forth herein, at the Closing, Seller shall Sellers hereby sell, assign, transfer, convey and deliver to Buyer, and Buyer shall purchase hereby purchases from SellerSellers, free and clear of any Encumbrances other than Permitted Encumbrances, all of Seller’s Sellers’ right, title and interest in, to and under all of the assets, properties and rights of every kind and nature, whether real, personal or mixed, tangible or intangible (including goodwill), wherever located and whether now existing or hereafter acquired (other than the Excluded Assets), which relate to, or are used or held for use in connection with, the Purchased Business (collectively, the “Purchased Assets”), including, without limitation, the following:following (but, in each case, not including any of the Excluded Assets):

Purchase and Sale of Assets. Subject to the terms and conditions set forth herein, at the Closing, the Seller Entities shall sell, assign, transfer, convey and deliver to Buyer, and Buyer shall purchase from Sellerthe Seller Entities, free and clear of any Encumbrances other than Permitted Encumbrances, all of Seller’s the Seller Entities’ right, title and interest in, to and under all of the assets, properties and rights of every kind and nature, whether real, personal or mixed, tangible or intangible (including goodwill), wherever located and whether now existing or hereafter acquired (other than the Excluded Assets)hereafter, which relate to, or are used or held for use in connection with, the Business (other than the Excluded Assets) (collectively, the “Purchased Assets”), including, without limitation, including the following:

Purchase and Sale of Assets. Subject to the terms and conditions set forth herein, at the Closing, Seller shall sell, assign, transfer, convey and deliver to Buyer, and Buyer shall purchase from Seller, 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, properties and rights of every kind and nature, whether real, personal or mixed, tangible or intangible (including goodwill), wherever located and whether now existing or hereafter acquired (other than the Excluded Assets), which (i) primarily relate to, or (ii) are used or held for use in connection with, the operation of the Business at or by the Acquired Facilities (collectively, the “Purchased Assets”), including, without limitation, the following:

Purchase and Sale of Assets. Subject to the terms and conditions set forth herein, at the Closing, Seller shall sell, assign, transfer, convey and deliver to Buyer, and Buyer shall purchase from Seller, 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 following assets, properties and rights of every kind and nature, whether real, personal or mixed, tangible or intangible (including goodwill), wherever located and whether now existing or hereafter acquired (other than the Excluded Assets), which relate to, or are used or held for use in connection with, the Business (collectively, the “Purchased Assets”), including, without limitation, the following:):

Purchase and Sale of Assets. Subject to the terms and conditions set forth herein, at the Closing, Seller Sellers shall sell, assign, transfer, convey and deliver to Buyer, and Buyer shall purchase from SellerSellers, free and clear of any Encumbrances other than Permitted Encumbrances, all of Seller’s Sellers’ right, title and interest in, to and under all of the assets, properties and rights of every kind and nature, whether real, personal or mixed, tangible or intangible (including goodwill)intangible, wherever located and whether now existing or hereafter acquired (other than the Excluded Assets), which relate to, or are used or held for use in connection with, the Business (collectively, the “Purchased Assets”), including, without limitation, the following:following:‌

Purchase and Sale of Assets. Subject to the terms and conditions set forth herein, at the ClosingSeller hereby sells, Seller shall sellassigns, assigntransfers, transfer, convey conveys and deliver delivers to Buyer, and Buyer shall purchase hereby purchases from Seller, free and clear of any and all Encumbrances other than Permitted Encumbrances, all of Seller’s right, title and interest in, to and under all of the assets, properties and rights of every kind and nature, whether real, personal or mixed, tangible or intangible (including goodwill), wherever located and whether now existing or hereafter acquired (other than the Excluded Assets), which relate to, or are used or held for use in connection with, the Business (collectively, the “Purchased Assets”), including, without limitation, including the following:

Purchase and Sale of Assets. Subject to Upon the terms and subject to the conditions set forth herein, at the Closingin this Agreement, Seller shall sellhereby sells, assigntransfers, transferassigns, convey conveys, and deliver delivers to Buyer, and Buyer shall purchase hereby purchases and acquires from Seller, free and clear of any Encumbrances other than Permitted Encumbrances, all of the Seller’s right, title and interest in, to and under the Acquired Assets, free and clear of all Liens except Permitted Liens. “Acquired Assets” means all of the tangible and intangible assets, properties and rights of every kind and nature, whether real, personal or mixed, tangible or intangible (including goodwill), nature and wherever located and whether now existing or hereafter acquired (other than the Excluded Assets), which relate to, or are used or held for use in connection with, the Business (collectivelyBusiness, the “Purchased Assets”)which assets, includingproperties and rights include, without limitation, the following:

Purchase and Sale of Assets. Subject to the terms and conditions set forth herein, at the Closing, Seller shall sell, assign, transfer, convey and deliver to Buyer, and Buyer shall purchase from Seller, free and clear of any Encumbrances other than Permitted Real Property Encumbrances, all of Seller’s right, title and interest in, to and under all of the assets, properties properties, and rights of every kind and nature, whether real, personal or mixed, tangible or intangible (including goodwill), wherever located and whether now existing or hereafter acquired (other than the Excluded Assets), which relate to, to or are used or held for use in connection with, with the Business (collectively, the “Purchased Assets”), including, without limitation, including the following:

Purchase and Sale of Assets. Subject to the terms and conditions set forth herein, at the Closing, Seller shall sell, assign, transfer, convey and deliver to Buyer, and Buyer shall purchase from Seller, 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, properties and rights of every kind and nature, whether real, personal or mixed, tangible or intangible (including goodwill), wherever located and whether now existing or hereafter acquired (other than the Excluded Assets), which relate to, or are used or held for use in connection with, the Business (collectively, the “Purchased Assets”), including, without limitation, the following:

Purchase and Sale of Assets. Subject to the terms and conditions set forth herein, at the Closing, Seller shall, and Shareholder shall cause Seller to, sell, assign, transfer, convey and deliver to Buyer, and Buyer shall purchase from Seller, 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, properties and rights of every kind and nature, whether real, personal or mixed, tangible or intangible (including goodwill), wherever located and whether now existing or hereafter acquired (other than the Excluded Assets), which relate to, or are used or held for use in connection with, the Business (collectively, the “Purchased Assets”), including, without limitation, the following:

Purchase and Sale of Assets. Subject to the terms and conditions set forth herein, at the Closing, Seller shall sell, assign, transfer, convey and deliver to Buyer, and Buyer shall purchase from Seller, free and clear of any Encumbrances Liens other than Permitted EncumbrancesLiens, all of Seller’s 's right, title and interest in, to and under all of the assets, properties and rights of every kind and nature, whether real, personal or mixed, tangible or intangible (including goodwill), wherever located and whether now existing or hereafter acquired (other than the Excluded Assets), which relate to, or are used or held for use in connection with, the Business (collectively, the “Purchased Assets”), including, without limitation, the following:

Purchase and Sale of Assets. Subject to the terms and conditions set forth herein, at the Closing, Seller Sellers shall sell, assign, transfer, convey and deliver to Buyer, and Buyer shall purchase from SellerSellers, free and clear of any Encumbrances other than Permitted Encumbrances, all of Seller’s Sellers’ right, title and interest in, to and under all of the assets, properties and rights of every kind and nature, whether real, personal or mixed, tangible or intangible (including goodwill), wherever located and whether now existing or hereafter acquired (other than the Excluded Assets), which relate to, or are used or held for use in connection with, the Business (collectively, the “Purchased Assets”), including, without limitation, the following:

Purchase and Sale of Assets. Subject to the terms and conditions set forth herein, at the Closing, Seller shall sell, convey, assign, transfer, convey transfer and deliver to BuyerBuyer free from any Encumbrance, other than Permitted Encumbrances, and Buyer shall purchase from SellerSeller free from any Encumbrance, free and clear of any Encumbrances other than Permitted Encumbrances, all of Seller’s legal and beneficial right, title and interest in, to and under all of the tangible and intangible assets, properties and rights of every kind and nature, whether real, personal or mixed, tangible or intangible (including goodwill), nature and wherever located and whether now existing or hereafter acquired (other than the Excluded Assets), which that relate to, or are used or held for use in connection with, the Business (collectively, the “Purchased Assets”), includingwith a view to Buyer carrying on the Business as a going concern in succession to Seller, including without limitation, the following:

Purchase and Sale of Assets. Subject to the terms and conditions set forth herein, at the Closing, Seller shall sell, assign, transfer, convey and deliver to Buyer, and Buyer shall purchase from Seller, free and clear of any Encumbrances mortgage, pledge, lien charge, security interest, claim or other than Permitted Encumbrancesencumbrance (“Encumbrance”), all of Seller’s right, title and interest in, to and under all of the assets, properties and rights of every kind and nature, whether real, personal or mixed, tangible or intangible (including goodwill), wherever located and whether now existing or hereafter acquired (other than the Excluded Assets), which relate to, or are used or held for use in connection with, the Business (collectively, the “Purchased Assets”), including, without limitation, the following:

Purchase and Sale of Assets. Subject to the terms and conditions set forth herein, at the Closing, Seller shall sell, assign, transfer, convey and deliver to Buyer, and Buyer shall purchase from Seller, 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, properties and rights of every kind and nature, whether real, personal or mixed, tangible or intangible (including goodwill), wherever located and whether now existing or hereafter acquired (other than the Excluded Assets), which relate to, or are used or held for use in connection with, the Business (collectively, the “Purchased Assets”), including, without limitation, the following:Membership Interests or Shares, as applicable, of the Acquired Entities and any assets set forth on Section 2.01 of the Disclosure Schedules.

Purchase and Sale of Assets. Subject to the terms and conditions set forth herein, at the Closing, Seller shall sell, assign, transfer, convey and deliver to Buyer, and Buyer shall purchase from Seller, free and clear of any Encumbrances other than Permitted EncumbrancesLiens, all of Seller’s right, title and interest in, to and under all of the assets, properties and rights of every kind and nature, whether real, personal or mixed, tangible or intangible (including goodwill), wherever located and whether now existing or hereafter acquired (other than the Excluded Assets), which relate to, or are used or held for use in connection with, the Business (collectivelyspecifically, the “Purchased Assets”), including, without limitation, including the following:: all Contracts, including Intellectual Property Agreements;

Purchase and Sale of Assets. Subject to the terms and conditions set forth herein, at the Closing, Seller shall sell, assign, transfer, convey and deliver to Buyer, and Buyer shall purchase and acquire from Seller, 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, properties and rights of every kind and nature, whether real, personal or mixed, tangible or intangible (including goodwill), wherever located and whether now existing or hereafter acquired (other than the Excluded Assets), which relate to, or are used or held for use in connection with, the Business (collectively, the “Purchased Assets”), including, without limitation, the following:

Purchase and Sale of Assets. Subject to the terms and conditions set forth herein, at the Closing, Seller shall sell, assign, transfer, convey and deliver to Buyer, and Buyer shall purchase from Seller, 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, properties and rights of every kind and nature, whether real, personal or mixed, tangible or intangible (including goodwill), wherever located and whether now existing or hereafter acquired acquired, which primarily relate to, or are used primarily in or necessary for the conduct of the Business as currently conducted (other than the Excluded Assets), which relate to, or are used or held for use in connection with, the Business ) (collectively, the “Purchased Assets”), including, without limitation, the following:

Purchase and Sale of Assets. Subject to the terms and conditions set forth herein, at the Closing, Seller Sellers shall sell, assign, transfer, convey and deliver to Buyer, and Buyer shall purchase from SellerSellers, free and clear of any Encumbrances Encumbrances, other than Permitted Encumbrances, all of Seller’s Sellers’ right, title and interest in, to and under all of the assets, properties and rights of every kind and nature, whether real, personal or mixed, tangible or intangible (including goodwill), wherever located and whether now existing or hereafter acquired (other than the Excluded Assets), which relate to, or are used or held for use in connection with, the Business (collectively, the “"Purchased Assets”"), including, without limitation, the following:

Purchase and Sale of Assets. Subject to the terms and conditions set forth herein, at the Closing, Seller shall sell, convey, assign, transfer, convey transfer and deliver to BuyerBuyer free from any Encumbrance other than Permitted Encumbrances, and Buyer shall purchase from Seller, Seller free and clear of from any Encumbrances Encumbrance other than Permitted Encumbrances, all of Seller’s legal and beneficial right, title and interest in, to and under all of the tangible and intangible assets, properties and rights of every kind and nature, whether real, personal or mixed, tangible or intangible (including goodwill), nature and wherever located and whether now existing or hereafter acquired (other than the Excluded Assets), which that relate to, or are used or held for use in connection with, the Business (collectively, the “Purchased Assets”), including, without limitation, with a view to Buyer carrying on the Business as a going concern in succession to Seller including the following:

Purchase and Sale of Assets. Subject to the terms and conditions set forth herein, at the Closing, each Seller shall sell, assign, transfer, convey and deliver to Buyer, and Buyer shall purchase and assume from such Seller, free and clear of any Encumbrances other than Permitted Encumbrances, all of such Seller’s right, title and interest in, to and under all of the assets, properties and rights of every kind and nature, whether real, personal or mixed, tangible or intangible (including goodwill), wherever located and whether now existing or hereafter acquired (other than the Excluded Assets), which relate to, or are used or held for use in connection with, the Business (collectively, the “Purchased Assets”), including, without limitation, including the following:

Purchase and Sale of Assets. Subject to the terms and conditions set forth herein, at the Closing, the Seller shall sell, assign, transfer, convey and deliver to Buyerthe Purchaser, and Buyer the Purchaser shall purchase from the Seller, free and clear of any Encumbrances other than Liens, except for Permitted EncumbrancesLiens, all of the Seller’s right, title and interest in, to and under all of the assets, properties and rights of every kind and nature, whether real, personal or mixed, tangible or intangible (including goodwill), wherever located and whether now existing or hereafter acquired (other than the Excluded Assets), which relate to, or are used or held for use in connection with, the Business (collectively, the “Purchased Assets”), including, without limitation, the following:

Purchase and Sale of Assets. Subject to the terms and conditions set forth herein, at the Closing, Seller shall sell, assign, transfer, convey and deliver to Buyer, and Buyer shall purchase from Seller, free and clear of any Encumbrances other than Permitted Encumbrances, all of Seller’s 's right, title and interest in, to and under all of the assets, properties and rights of every kind and nature, whether real, personal or mixed, tangible or intangible (including goodwill), wherever located and whether now existing or hereafter acquired (other than the Excluded Assets), which relate to, or are used or held for use in connection with, the Business (collectively, the “Purchased Assets”), including, without limitation, the following:

Purchase and Sale of Assets. Subject to the terms and conditions set forth herein, at the Closing, Seller shall sell, assign, transfer, convey and deliver to Buyer, and Buyer shall purchase from Seller, 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, properties and rights of every kind and nature, whether real, personal or mixed, tangible or intangible (including goodwill), wherever located and whether now existing or hereafter acquired (other than the Excluded Assets), which relate to, or are used or held for use in connection with, the Business (collectively, the “Purchased Assets”), including, without limitation, including the following:

Purchase and Sale of Assets. Subject to the terms and conditions set forth herein, at the Closing, the Seller shall sell, assign, transfer, convey and deliver to Buyer, and Buyer shall purchase from the Seller, free and clear of any Encumbrances (other than Permitted Encumbrances), all of the Seller’s right, title and interest in, to and under all of the assets, properties and rights of every kind and nature, whether real, personal or mixed, tangible or intangible (including goodwill), wherever located and whether now existing or hereafter acquired (other than the Excluded Assets)acquired, which relate to, or are used or held for use in connection with, the Business (collectively, the “Purchased Assets”), including, without limitation, the following:

Purchase and Sale of Assets. Subject to the terms and conditions set forth herein, at the Closing, Seller shall sell, assign, transfer, convey and deliver to Buyer, and Buyer shall purchase from Seller, free and clear of any Encumbrances other than Permitted Encumbrances, all of Seller’s 's right, title and interest in, to and under all of the assets, properties and rights of every kind and nature, whether real, personal or mixed, tangible or intangible (including goodwill), wherever located and whether now existing or hereafter acquired (other than the Excluded Assets), which relate to, or are used or held for use in connection with, the Business (collectively, the “Purchased Assets”), including, without limitation, the following:

Purchase and Sale of Assets. Subject to the terms and conditions set forth herein, at the Closing, Seller Sellers shall sell, assign, transfer, convey and deliver to Buyer, and Buyer shall purchase from SellerSellers, free and clear of any Encumbrances other than Permitted Encumbrances, all of Seller’s Sellers' right, title and interest in, to and under all of the assets, properties and rights of every kind and nature, whether real, personal or mixed, tangible or intangible (including goodwill), wherever located and whether now existing or hereafter acquired (other than the Excluded Assets), which relate to, or are used or held for use in connection with, the Business (collectively, the “"Purchased Assets”"), including, without limitation, the following:

Purchase and Sale of Assets. Subject to the terms and conditions set forth herein, at the Closing, Seller shall sell, assign, transfer, convey and deliver to Buyer, and Buyer shall purchase and acquire from Seller, 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, properties and rights of every kind and nature, whether real, personal or mixed, tangible or intangible (including goodwill), wherever located and whether now existing or hereafter acquired (other than the Excluded Assets), which relate to, or are used or held for use solely in connection with, the Business (collectively, the “Purchased Assets”), including, without limitation, including the following:

Purchase and Sale of Assets. Subject to the terms and conditions set forth herein, at the Closing, Seller Sellers shall sell, assign, transfer, convey and deliver to Buyer, and Buyer shall purchase from SellerSellers, free and clear of any Encumbrances other than Permitted Encumbrances, all of Seller’s rightthe Purchased Assets. The term “Purchased Assets” means, title and interest incollectively, to and under all of the assets, properties and rights of every kind and nature, whether real, personal or mixed, tangible or intangible (including goodwill), wherever located and whether now existing or hereafter acquired (other than the Excluded Assets), which relate to, or are used or held for use in connection with, the Business (collectivelyBusiness, the “Purchased Assets”), including, without limitation, including the following:

Purchase and Sale of Assets. Subject to the terms and conditions set forth herein, at the Closing, Seller the Companies shall sell, assign, transfer, convey and deliver to BuyerPurchaser, and Buyer Purchaser shall purchase purchase, acquire and accept from Sellerthe Companies, free and clear of any Encumbrances Liens other than Permitted EncumbrancesLiens, all of Seller’s right, title and interest in, to and under all of the assets, properties and rights of every kind and naturenature of the Companies, whether real, personal or mixed, tangible or intangible (including goodwill), wherever located and whether now existing or hereafter acquired (other than the Excluded Assets), which relate to, or are used or held for use in connection with, the Business (collectively, the “Purchased Acquired Assets”), including, without limitation, the following:

Purchase and Sale of Assets. Subject to the terms and conditions set forth herein, at the Closing, Seller shall sell, assign, transfer, convey and deliver to Buyer, and Buyer shall purchase from Seller, 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, properties and rights of every kind and nature, whether real, personal or mixed, tangible or intangible (including goodwill), wherever located and whether now existing or hereafter acquired (other than the Excluded Assets), which relate to, or are used or held for use in connection with, the Business (collectively, the “Purchased Assets”), including, without limitation, all assets set forth on Schedule 2.01 of the Disclosure Schedules, and including, without limitation, the following:

Purchase and Sale of Assets. Subject to the terms and conditions set forth herein, at the Closing, . Seller shall sell, assign, transfer, convey and deliver to Buyer, and Buyer shall purchase from Seller, free and clear of any all Encumbrances other than Permitted Encumbrances, all of Seller’s right, title and interest in, to and under all of the assets, properties and rights of every kind and nature, whether real, personal or mixed, tangible or intangible (including goodwill), wherever located and whether now existing or hereafter acquired (other than the Excluded Assets), which relate to, or are used or held for use in connection with, the Business (collectively, the “Purchased -Purchased Assets”), including, without limitation, including the following:

Purchase and Sale of Assets. Subject to the terms and conditions set forth herein, at the Closing, Seller shall sell, assign, transfer, convey and deliver to Buyer, and Buyer shall purchase from Seller, 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, properties and rights of every kind and nature, whether real, personal or mixed, tangible or intangible (including goodwill), wherever located and whether now existing or hereafter acquired (other than the Excluded Assets), which relate toto the extent that such assets, or properties and rights are used or held for use in connection with, the Business (collectively, the “Purchased Assets”), including, without limitation, the following:

Purchase and Sale of Assets. Subject to On the terms and subject to the conditions set forth hereinin this Agreement and expressly subject to Section 2.2, at the Closing, Seller shall sell, assign, transfer, convey convey, assign and deliver to Buyer, and Buyer shall purchase from Seller, free and clear of any all Encumbrances other than Permitted Encumbrances, all of Seller’s right, title and interest in, to and under all of the assets, properties and rights of every kind and nature, whether real, personal or mixed, tangible or intangible (including goodwill)intangible, wherever located and whether now existing or hereafter acquired (other than the Excluded Assets), ) which relate to, or are used or held for use in connection with, the Business System (collectively, the “Purchased Assets”), including, including without limitation, limitation the following:

Purchase and Sale of Assets. Subject to the terms and conditions set forth herein, at the Closing, Seller Sellers shall sell, assign, transfer, convey and deliver to BuyerBuyers, and Buyer Buyers shall purchase from SellerSellers, as determined and allocated between Buyers in their sole discretion, free and clear of any Encumbrances Liens other than Permitted EncumbrancesLiens, all of Seller’s Sellers’ right, title and interest in, to and under all of the assets, properties and rights of every kind and nature, whether real, personal or mixed, tangible or intangible (including goodwill)intangible, wherever located and whether now existing or hereafter acquired (other than the Excluded Assets), which relate to, or are used or held for use in connection with, the Business (collectively, the “Purchased Assets”), including, without limitation, the following:

Purchase and Sale of Assets. Subject to the terms and conditions set forth herein, at the Closing, Seller shall sell, convey, assign, transfer, convey transfer and deliver to BuyerBuyer free from any Encumbrance, and Buyer shall purchase from Seller, Seller free and clear of from any Encumbrances other than Permitted EncumbrancesEncumbrance, all of Seller’s legal and beneficial right, title and interest in, to and under all of the tangible and intangible assets, properties and rights of every kind and nature, whether real, personal or mixed, tangible or intangible (including goodwill), nature and wherever located and whether now existing or hereafter acquired (other than the Excluded Assets), which that relate to, or are used or held for use in connection with, the Business (collectively, the “Purchased Assets”), including, without limitation, with a view to Buyer carrying on the Business as a going concern in succession to Seller including the following:

Purchase and Sale of Assets. Subject to On the terms and subject to the conditions set forth herein, at the Closing, Seller Sellers shall sell, assign, transfer, convey and deliver to Buyer, and Buyer shall purchase from SellerSellers, free and clear of any Encumbrances other than Permitted Encumbrances, all of Seller’s Sellers’ right, title and interest in, to and under all of the assets, properties and rights of every kind and nature, whether real, personal or mixed, tangible or intangible (including goodwill), wherever located and whether now existing or hereafter acquired (other than the Excluded Assets), which relate to, or are used or held for use in connection with, the Business as set forth below (collectively, the “Purchased Assets”), including, without limitation, the following:):

Purchase and Sale of Assets. Subject to the terms and conditions set forth herein, at the Closing, Seller the Sellers shall sell, assign, transfer, convey and deliver to Buyer, and Buyer shall purchase from Sellerthe Sellers, free and clear of any Encumbrances other than Permitted Encumbrances, all of Seller’s the Sellers’ right, title and interest in, to and under all of the assets, properties and rights of every kind and nature, whether real, personal or mixed, tangible or intangible (including goodwill), wherever located and whether now existing or hereafter acquired (other than the Excluded Assets), which relate to, or are used or held for use in connection with, the Business (collectively, the “Purchased Assets”), including, without limitation, the following:

Purchase and Sale of Assets. Subject to the terms and conditions set forth herein, at the Closing, Seller shall sell, assign, transfer, convey and deliver to Buyer, and Buyer shall purchase from Seller, 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, properties and rights of every kind and nature, whether real, personal or mixed, tangible or intangible (including goodwill), wherever located and whether now existing or hereafter acquired (other than the Excluded Assets), which relate to, or are used or held for use in connection with, the Business Acquired Brand (collectively, the “Purchased Assets”), including, without limitation, the following:

Purchase and Sale of Assets. Subject to the terms and conditions set forth herein, at the Closing, Seller shall sell, assign, transfer, convey and deliver to Buyer, and Buyer shall purchase from Seller, free and clear of any retained right, title or interest or Encumbrances other than Permitted Encumbrances, all of Seller’s right, title and interest in, to and under all of the assets, properties and rights of every kind and nature, whether real, personal or mixed, tangible or intangible (including goodwill), wherever located and whether now existing or hereafter acquired (other than the Excluded Assets), which are necessary for, relate to, or are used or held for use used, in connection with, the Business Acquired Technology (collectively, the “Purchased Assets”), including, without limitation, the following:

Purchase and Sale of Assets. Subject to the terms and conditions set forth herein, at the Closing, Seller Vendor shall sell, absolutely assign, transfer, convey and deliver to BuyerPurchaser, and Buyer Purchaser shall purchase from SellerVendor, free and clear of any Encumbrances (other than Permitted Encumbrances), all of SellerVendor’s right, title and interest in, to and under all of the assets, properties and rights of every kind and nature, whether real, personal or mixed, tangible or intangible (including goodwill), wherever located and whether now existing or hereafter acquired (other than the Excluded Assets), which relate to, or are used or held for use in connection with, the Business as of and following the Closing Time (collectively, the “Purchased Assets”), including, without limitation, the following:

Purchase and Sale of Assets. Subject to the terms and conditions set forth herein, at the Closing, Seller shall sell, assign, transfer, convey and deliver to Buyer, and Buyer shall purchase from Seller, free and clear of any Encumbrances other than Permitted Encumbrancesany, all of Seller’s right, title and interest in, to and under all of the assets, properties and rights of every kind and nature, whether real, personal or mixed, tangible or intangible (including goodwill), wherever located and whether now existing or hereafter acquired (other than the Excluded Assets), which relate to, or are used or held for use in connection with, the Business (collectively, the “Purchased Assets”), including, without limitation, the following:

Purchase and Sale of Assets. Subject to the terms and conditions set forth herein, at the Closing, Seller shall sell, assign, transfer, convey and deliver to Buyer, and Buyer shall purchase from Seller, 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, properties and rights of every kind and nature, whether real, personal or mixed, tangible or intangible (including goodwill)intangible, wherever located and whether now existing or hereafter acquired (other than the Excluded Assets), which relate to, or are used or held for use in connection with, the Business (collectively, the “Purchased Assets”), including, without limitation, the following:

Purchase and Sale of Assets. Subject to the terms and conditions set forth herein, at the Closing, Seller shall (and Stockholder shall cause Seller to) sell, assign, transfer, convey and deliver to Buyer, and Buyer shall purchase from Seller, 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, properties and rights of every kind and nature, whether real, personal or mixed, tangible or intangible (including goodwill), wherever located and whether now existing or hereafter acquired (other than the Excluded Assets), which relate to, or are used or held for use in connection with, the Business (collectively, the “Purchased Assets”), including, without limitation, including the following:

Purchase and Sale of Assets. Subject to the terms and conditions set forth herein, at the Closing, Seller shall sell, assign, transfer, convey and deliver to Buyer, and Buyer shall purchase from Seller, free and clear of any all Encumbrances other than Permitted Encumbrances, all of Seller’s right, title and interest in, to and under all of the assets, properties and rights of every kind and nature, whether real, personal or mixed, tangible or intangible (including goodwill), wherever located and whether now existing or hereafter acquired (other than the Excluded Assets), which relate to, or are used or held for use in connection with, the Business (collectively, the “Purchased Assets”), including, without limitation, the following:

Purchase and Sale of Assets. Subject to the terms and conditions set forth hereinin this Agreement, at the Closing, Seller shall sell, assignconvey, transfer, convey assign and deliver to Buyer, and Buyer shall purchase purchase, acquire, assume, accept and receive from Seller, 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, properties and rights of every kind and nature, whether real, personal or mixed, tangible or intangible (including goodwill)intangible, wherever located and whether now existing or hereafter acquired (other than the Excluded Assets), which relate toare owned, or are used or held for use by Seller or its Affiliates in connection with, with the Business operation of the Facility (collectively, the “Purchased Assets”), including, without limitation, including the following:

Purchase and Sale of Assets. Subject to the terms and conditions set forth herein, at the Closing, Seller shall sell, assign, transfer, convey and deliver to Buyer, and Buyer shall purchase from Seller, free and clear of any Encumbrances other than Permitted Encumbrances, all of Seller’s 's right, title and interest in, to and under all of the assets, properties and rights of every kind and nature, whether real, personal or mixed, tangible or intangible (including goodwill), wherever located and whether now existing or hereafter acquired acquired, which primarily relate to, or are used primarily in or necessary for the conduct of the Business as currently conducted (other than the Excluded Assets), which relate to, or are used or held for use in connection with, the Business ) (collectively, the “"Purchased Assets”"), including, without limitation, the following: