Common use of Purchase and Sale of Assets Clause in Contracts

Purchase and Sale of Assets. Upon the terms and subject to the conditions of this Agreement, and subject to Section 2.4, at the Closing, Seller shall sell, assign, transfer, convey and deliver to Buyer, and Buyer shall purchase, acquire and accept from Seller all right, title and interest of Seller in, to and under the Transferred Assets, free and clear of all Encumbrances, other than Permitted Encumbrances.

Purchase and Sale of Assets. Upon On the terms and subject to the conditions of set forth in this Agreement, Buyer will purchase from Seller, and subject to Section 2.4, at the Closing, Seller shall will sell, transfer, assign, transfer, convey and deliver to Buyer, and Buyer shall purchase, acquire and accept from Seller at the Closing all right, title and interest of Seller in, to and under the Transferred Acquired Assets, free and clear of all Encumbrances, other than Permitted EncumbrancesLiens.

Purchase and Sale of Assets. Upon the terms Except as provided in Sections 2.3 and 2.4 and subject to the other terms and conditions of this Agreement, and subject to Section 2.4, at the Closing, each Seller shall sell, assign, transferconvey, convey transfer and deliver to Buyerthe applicable Purchaser, and Buyer the applicable Purchaser shall purchasepurchase and acquire from such Seller, acquire and accept take assignment and delivery from such Seller of, all of such Seller’s right, title and interest of Seller in, to and under the Transferred Assets, free and clear of all Encumbrances, other than Permitted Encumbrances.following assets:

Purchase and Sale of Assets. Upon the terms and subject Subject to the conditions of set forth in this Agreement, and subject to Section 2.4, at the Closing, Seller shall sell, assign, transfer, convey and deliver to BuyerPurchaser (or, as designated by Purchaser, to Designated Licensee), and Buyer Purchaser shall purchase, acquire purchase and accept from Seller Seller, all right, title and interest of Seller in, in and to and under the Transferred following assets relating to the Station (the "Purchased Assets"), free and clear of all Encumbrances, Liens (other than Permitted Encumbrances.Liens):

Purchase and Sale of Assets. Upon Subject to the terms and subject to the conditions of this Agreement, and subject to Section 2.4, at the Closing, Seller shall sell, assign, transfer, convey convey, assign and deliver deliver, or cause to be sold, transferred, conveyed, assigned and delivered, to Buyer, and Buyer shall purchase, acquire and accept from Seller Seller, all of Seller’s right, title and interest in and to the Acquired Assets for the consideration set forth in Section 3. At and subsequent to the Closing, the Seller shall perform all obligations required of Seller in, to and under the Transferred Assets, free and clear of all Encumbrances, other than Permitted Encumbrancesthis Agreement.

Purchase and Sale of Assets. Upon On the terms and subject to the conditions of set forth in this Agreement, and subject to Section 2.4, at the ClosingClosing Purchaser shall purchase from Seller, and Seller shall sell, transfer, assign, transfer, convey and deliver to Buyer, and Buyer shall purchase, acquire and accept from Seller Purchaser all of Seller’s right, title and interest of Seller in, in and to and under the Transferred Assets, free and clear of any and all EncumbrancesLiens. 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 of this Agreement, and subject to Section 2.4, at the ClosingClosing (as defined in Section 4 of this Agreement), the Seller shall will sell, assignconvey, transfer, convey and deliver assign, upon the terms and conditions hereinafter set forth, to Buyer, and Buyer shall purchase, acquire and accept from Seller all right, title and interest of Seller in, to and under the Transferred Assets, free and clear of all Encumbrancesliens, other than Permitted Encumbrancespledges, claims, and encumbrances of every kind, nature and description, and Buyer shall purchase and accept from the Seller the Assets.

Purchase and Sale of Assets. Upon Subject to and on the terms and subject to the conditions of this Agreement, and subject to Section 2.4, at the Closing, the Purchaser shall purchase from the Seller, and the Seller shall sell, assign, transfer, convey transfer and deliver to Buyerthe Purchaser, and Buyer shall purchase, acquire and accept from Seller all right, title and interest of Seller in, to and under the Transferred Purchased Assets, free and clear of all Encumbrancesliens, other than Permitted Encumbrancesclaims, options, charges, security interests and encumbrances of any nature, for the Purchase Price.

Purchase and Sale of Assets. Upon On the terms and subject to the conditions of set forth in this Agreement, Agreement and subject to Section 2.4, at the Closing, Seller shall sell, assign, transfer, convey convey, and deliver to Buyer or a designated Affiliate of Buyer, and Buyer or a designated Affiliate of Buyer shall purchase, acquire acquire, and accept from Seller all rightrights, title title, and interest interests of Seller in, to to, and under the Transferred Assets, free and clear of all Encumbrances, other than Permitted Encumbrances.

Purchase and Sale of Assets. Upon the terms and subject Subject to the conditions of set forth in this Agreement, and subject to Section 2.4, at the Closing, Seller shall sell, assign, transfer, convey and deliver to BuyerPurchaser, and Buyer Purchaser shall purchase, acquire purchase and accept from Seller Seller, all right, title and interest of Seller in, in and to and under the Transferred following assets relating to the Station (the “Purchased Assets”), free and clear of all Encumbrances, Liens (other than Permitted Encumbrances.Liens):

Purchase and Sale of Assets. Upon the terms On and subject to the terms and conditions of this Agreement, Buyer agrees to purchase from Seller, and subject Seller agrees to Section 2.4, at the Closing, Seller shall sell, assign, transfer, convey convey, and deliver to Buyer, all of the Acquired Assets at the Closing in consideration of the payments by Buyer of the Purchase Price (as defined below), plus such other amounts, as specified below in Section 1.02, and Buyer shall purchasefurther assume all of the Included Liabilities, acquire and accept from Seller all right, title and interest of Seller in, to and under the Transferred Assets, free and clear of all Encumbrances, other than Permitted Encumbrancesas specified below in Section 1.03.

Purchase and Sale of Assets. Upon On the terms and subject to the conditions of set forth in this Agreement, and subject to Section 2.4, at the Closing, Seller shall sell, transfer, assign, transferconvey, convey and deliver to BuyerPurchaser, and Buyer Purchaser shall purchasepurchase and acquire from Seller, acquire and accept from Seller all of the right, title and interest of Seller in, in and to and under the Transferred Acquired Assets, free and clear of all Encumbrances, other than Permitted Encumbrances.

Purchase and Sale of Assets. Upon the terms and subject to the conditions of set forth in this Agreement, and subject to Section 2.4, at the Closing, Seller shall sell, assignconvey, transfer, convey assign and deliver transfer to Buyer, and Buyer shall purchase, acquire and accept from Seller Seller, all of Seller’s right, title and interest of Seller in, to and under the Transferred Purchased Assets, free and clear of all Encumbrances, other than Permitted Encumbrances.. “

Purchase and Sale of Assets. Upon On the terms and subject to the conditions of set forth in this Agreement, Agreement and subject to Section 2.4, at the Closing, Seller and its Affiliates shall sell, assign, transfer, convey and deliver to Buyer, and Buyer shall purchase, acquire and accept from Seller and its Affiliates all right, title and interest of Seller and its Affiliates in, to and under the Transferred Assets, free and clear of all Encumbrances, other than Permitted Encumbrances.

Purchase and Sale of Assets. Upon the terms On and subject to the terms and conditions of this Agreement, Buyer agrees to purchase from Seller, and subject Seller agrees to Section 2.4, at the Closing, Seller shall sell, assign, transfer, convey convey, and deliver to Buyer, all of the Acquired Assets at the Closing in consideration of the payments by Buyer of the Purchase Price (as defined below), plus such other amounts, as specified below in Section 2.02, and Buyer shall purchasefurther assume all of the Included Liabilities, acquire and accept from Seller all right, title and interest of Seller in, to and under the Transferred Assets, free and clear of all Encumbrances, other than Permitted Encumbrancesas specified below in Section 2.03.

Purchase and Sale of Assets. Upon the terms and subject to the conditions of this Agreement, and subject to Section 2.4, at the Closing, Seller and its Affiliates shall sell, assign, transfer, convey and deliver to Buyer, and Buyer shall purchase, acquire and accept from Seller and its Affiliates all right, title and interest of Seller and its Affiliates in, to and under the Transferred Assets, free and clear of all Encumbrances, other than Permitted Encumbrances.

Purchase and Sale of Assets. Upon the terms and subject Pursuant to the conditions provisions of this --------------------------- Agreement, and subject to Section 2.4, at the Closing, Seller shall sell, transfer, grant, assign, transfer, deliver and convey and deliver to Buyer, and Buyer shall purchase, acquire acquire, accept and accept assume from Seller Seller, all right, title and interest of Seller in, in and to and under the Transferred Assets, free and clear of all Encumbrances, other than Permitted Encumbrances.following:

Purchase and Sale of Assets. Upon Subject to the terms and subject to the conditions of this Agreement, and subject to Section 2.4, at the Closing, Closing Seller shall sell, convey, assign, transfer, convey transfer and deliver to Buyerdeliver, and Buyer Purchaser shall purchasepurchase and receive, acquire and accept from Seller all right, title and interest of Seller in, to and under the Transferred Assets, free and clear of all Encumbrances, other than Permitted Encumbrances.

Purchase and Sale of Assets. Upon the terms and subject to the terms and conditions of this Agreement, and subject to Section 2.4, at the Closing, Seller shall sell, assign, transfer, convey and deliver to BuyerPurchaser, and Buyer Purchaser shall purchasepurchase and acquire from Seller, acquire all rights, titles, and accept from Seller all right, title interests in and interest of Seller in, to and under the Transferred Acquired Assets, free and clear of all Encumbrances, other than Permitted Encumbrances.

Purchase and Sale of Assets. Upon Pursuant to the terms and subject to the conditions of set forth in this Agreement, and subject to Section 2.4, at the ClosingClosing (defined in Section 1.6 below), the Seller shall sell, assign, transfer, convey and deliver to Buyerthe Buyer and the Buyer shall purchase only the assets, properties, and Buyer shall purchaserights of the Seller described below (all of such specifically described assets, acquire properties and accept from Seller all right, title and interest of Seller in, rights being hereinafter collectively referred to and under as the Transferred "Purchased Assets, free and clear of all Encumbrances, other than Permitted Encumbrances."):

Purchase and Sale of Assets. Upon the terms and subject to the conditions of set forth in this Agreement, and subject to Section 2.4, at the Closing, Closing Seller shall convey, sell, assign, transfer, convey transfer and deliver assign to Buyer, and Buyer shall purchasepurchase from Seller, acquire and accept from Seller all right, title and interest in and to the assets, properties and rights set forth on Schedule 2.1 attached hereto (collectively referred to as the “Purchased Assets”). All of Seller in, the Purchased Assets shall be sold to and under the Transferred Assets, Buyer free and clear of all Encumbrances, other than Permitted EncumbrancesLiens.

Purchase and Sale of Assets. Upon Subject to the terms and subject to the conditions of this Agreement, and subject to Section 2.4, at the Closing, Closing (as hereinafter defined) Seller shall sell, convey, assign, transfer, convey transfer and deliver to Buyer, and Buyer shall purchasepurchase and acquire from Seller, acquire and accept from Seller all of Seller's right, title and interest of Seller in, to and under those assets set forth in Schedule 1(a) (the Transferred "Assets"), free attached hereto and clear of all Encumbrances, other than Permitted Encumbrancesdeemed a part hereof.

Purchase and Sale of Assets. Upon On the terms and subject to the conditions of set forth in this Agreement, and subject to Section 2.4, at the Closing, Seller shall sell, assignconvey, transfer, convey assign and deliver deliver, or cause to Buyerbe sold, conveyed, transferred, assigned and delivered, to Buyer (or to one or more Affiliates of Buyer designated by Buyer at the Closing), and Buyer shall purchase(or shall cause one or more Affiliates of Buyer designated by Buyer at the Closing to) purchase from Seller, acquire and accept from Seller all right, title and interest of Seller in, to and under the Transferred Assets, Assets (free and clear of all Encumbrances, other than Permitted EncumbrancesLiens).

Purchase and Sale of Assets. Upon the terms and subject to the conditions of set forth in this Agreement, and subject to Section 2.4, at the ClosingClosing (defined below), Seller shall sell, assign, transfer, convey convey, assign and deliver to Buyer, and Buyer shall purchase, acquire and accept from Seller the Purchaser all legal right, title and interest of Seller in, in and to and under the Transferred Assets, free and clear of all Encumbrances, other than Permitted Encumbrances.

Purchase and Sale of Assets. Upon At the Closing, and upon the terms and subject to the conditions of this Agreement, and subject to Section 2.4, at the Closing, Seller shall sell, assign, transfer, convey and deliver to Buyer, and Buyer shall purchasepurchase from Seller, acquire and accept from Seller all right, title and interest of Seller in, to and under the Transferred Assets, free in exchange for the consideration set forth in this Agreement and clear the assumption by Buyer of all Encumbrances, other than Permitted Encumbrancesthe Assumed Obligations attributable to the Assets.

Purchase and Sale of Assets. Upon the terms and subject to the conditions of set forth in this Agreement, and subject to Section 2.4, at the Closing, Seller Sellers shall sell, assignconvey, transfer, convey assign and deliver to BuyerPurchaser, free and clear of any Liens, and Buyer Purchaser shall purchase, acquire and accept from Seller Sellers, all right, title and interest in and to each of Seller in, to the Acquired Assets (the “Purchase and under the Transferred Assets, free and clear of all Encumbrances, other than Permitted EncumbrancesSale”).

Purchase and Sale of Assets. Upon Subject to the terms and subject to the conditions of this AgreementAgreement and in reliance upon the representations, warranties and subject to Section 2.4covenants set forth herein, at the Closing, Seller shall sell, assign, transfer, convey convey, assign and deliver to BuyerPurchaser, and Buyer Purchaser shall purchase, acquire from Seller and accept from Seller all right, title and interest of Seller in, to and under the Transferred Acquired Assets, free and clear of all Encumbrances, other than Permitted Encumbrances.

Purchase and Sale of Assets. Upon Subject to the terms and subject to the conditions of this Agreement, and subject to Section 2.4, at the Closing, Seller shall sell, assign, transfer, convey convey, assign and deliver to Buyer, Buyer and Buyer shall purchase, acquire and accept from Seller Seller, all rightof Seller's tangible and intangible rights and assets including all assets owned, title licensed or otherwise used in the Business (the "Acquired Assets"), and interest of Seller inincluding, to and under but not limited to, the Transferred Assets, free and clear of all Encumbrances, other than Permitted Encumbrances.following:

Purchase and Sale of Assets. Upon the terms On and subject to the terms and conditions of this Agreement, Buyer shall purchase from Seller, and subject to Section 2.4, at the Closing, Seller shall sell, transfer, assign, transferconvey, convey and deliver to Buyer, and Buyer shall purchase, acquire and accept from Seller all rightof Seller's rights, title and interest of Seller in, interests in and to and under the Transferred Assets, Acquired Assets at the Closing free and clear of all EncumbrancesLiens, other than Permitted Encumbrancesthe Liens set forth in Section 3(e) of the Disclosure Schedule, for the consideration specified below in this Section 2.

Purchase and Sale of Assets. Upon the terms and subject to the conditions of set forth in this Agreement, and subject to Section 2.4, at the Closing, Seller shall sell, assign, transfer, convey and deliver to Buyer, and Buyer shall purchase, acquire purchase and accept from Seller Seller, all of Seller’s and, as applicable, its Affiliates’ right, title title, and interest of Seller in, to and under the Transferred AssetsPurchased Assets to the extent existing immediately prior to the Closing, free and clear of all Encumbrances, Encumbrances other than Permitted Encumbrances.

Purchase and Sale of Assets. Upon Subject to the terms and subject to the conditions of this Agreement, the Seller shall convey, sell, and subject transfer to Section 2.4, the Buyer at the Closing, Seller shall sell, assign, transfer, convey and deliver to Buyer, and the Buyer shall purchasepurchase from the Seller, acquire and accept from Seller all of the Seller’s right, title and interest of Seller in, in and to and under the Transferred Assets, free and clear of all Encumbrances, other than Permitted Encumbrances.

Purchase and Sale of Assets. Upon the terms and subject to the conditions of set forth in this Agreement, and subject to Section 2.4, at the ClosingClosing (as defined in Section 1.6 below), the Seller shall agrees to sell, assignconvey, transfer, convey assign and deliver to the Buyer, and the Buyer shall purchaseagrees to acquire, acquire purchase and accept from Seller the Seller, all of the Seller’s right, title and interest of Seller inin and to the Acquired Assets, to and under the Transferred Assetswherever located, free and clear of all Encumbrancesany Liens (as defined in Section 2.2(b) below). For purposes of this Agreement, other than Permitted Encumbrances.the term “Acquired Assets” means:

Purchase and Sale of Assets. Upon the terms and subject to the conditions of this Agreement, and subject to Section 2.4, at the Closing, Seller the Selling Entities shall sell, assign, transfer, convey assign and deliver to Buyerthe applicable Buyer (or its affiliated designee), and the applicable Buyer (or its affiliated designee) shall purchase, acquire accept and accept from Seller receive, all right, title and interest of Seller in, in and to and under the Transferred Assets, free and clear of all Encumbrances, other than Permitted EncumbrancesPurchased Assets (as defined below).

Purchase and Sale of Assets. Upon the terms and subject to the conditions of this Agreement, set forth herein and subject to Section 2.42.2, at the Closing, Seller shall sell, convey, assign, transfer, convey transfer and deliver to Buyereach Purchaser, as applicable, and Buyer each Purchaser, as applicable, shall purchase, acquire and accept from Seller Seller, free and clear of all Liens, other than Permitted Encumbrances, all of Seller’s right, title and interest of Seller in, to and under the Transferred Purchased Assets, free and clear of all Encumbrances, other than Permitted Encumbrances.

Purchase and Sale of Assets. Upon Subject to the terms and subject to the conditions of this Agreement, and subject to Section 2.4, at the Closing, Seller Sellers shall sell, assign, transfer, convey convey, assign and deliver the Assets to Buyer, Buyer and Buyer shall purchase, acquire and accept the Assets from Seller all rightSellers; provided that the Foreign Assets shall be purchased, title acquired and interest of Seller in, accepted from Sellers pursuant to and under the Transferred Assets, free and clear of all Encumbrances, other than Permitted EncumbrancesSubsidiary Asset Purchase Agreements (as defined in Section 7.5(b)).

Purchase and Sale of Assets. Upon the terms and subject to the satisfaction of the conditions of set forth in this Agreement, and subject to Section 2.4, at the Closing, Seller shall agrees to sell, assign, transferconvey, convey transfer and deliver deliver, or cause to Buyerbe sold, assigned, conveyed, transferred or delivered, to Purchaser or its Affiliate, and Buyer shall Purchaser or its Affiliate agrees to purchase, assume, and acquire and accept from Seller all rightat the Closing, title and interest of Seller in, to and under the Transferred Assets, Acquired Assets (as defined in Section 2.1(b)) free and clear of all Encumbrancesany Liens, other than Permitted Encumbrancesexcept as expressly provided herein.

Purchase and Sale of Assets. Upon the terms On and subject to the terms and conditions of this Agreement, and subject to Section 2.4, at the Closing, Seller Buyer shall purchase from Sellers, and Sellers shall sell, assign, transfer, convey convey, and deliver to Buyer, and Buyer shall purchase, acquire and accept from Seller all right, title and interest of Seller in, to and under the Transferred Assets, free and clear of all Security Interests and restrictions on transfer other than the Permitted Encumbrances, other than Permitted Encumbrancesall of the Acquired Assets for the consideration specified below in this Article II.

Purchase and Sale of Assets. Upon the terms and subject to the conditions of set forth in this Agreement, and subject to Section 2.4, at the Closing, Seller shall sell, assign, transfer, transfer and convey and deliver to Buyer, and Buyer shall purchasepurchase and acquire from Seller, acquire and accept from at the Closing, the Assets. The Assets shall be transferred by Seller all right, title and interest to Buyer by delivery of Seller in, to and under the Transferred Assets, free and clear of all Encumbrances, other than Permitted EncumbrancesConveyance at Closing.

Purchase and Sale of Assets. Upon On the terms and subject to the conditions of this Agreement and the Assignment Agreement, and subject to on the Closing Date (as defined in Section 2.4, at the Closing, 3.1) Seller shall sell, assign, transfer, convey convey, assign and deliver to BuyerPurchaser, and Buyer Purchaser shall purchase, acquire and accept from Seller Seller, free and clear of all Liens and Encumbrances of any kind or nature, all of the right, title and interest of Seller in, in and to and under the Transferred Intellectual Property, the Transferred Licenses and other assets of Seller listed in Schedule 2 (collectively, the “Purchased Assets, free and clear of all Encumbrances, other than Permitted Encumbrances”).

Purchase and Sale of Assets. Upon At the Closing, on the terms and subject to the conditions of this Agreement, and subject to Section 2.4, at the Closing, Seller shall sell, transfer, assign, transfer, convey and deliver to Buyerdeliver, and Buyer shall purchase, acquire receive and accept from Seller all right, title and interest of Seller in, to and under the Transferred Assetsaccept, free and clear of all any Encumbrances, other than Permitted Encumbrancesall of the Assets. The consideration to be paid by Buyer for the Assets shall be determined and paid pursuant to the provisions of Article III below.

Purchase and Sale of Assets. Upon Subject to the terms and subject to the conditions of set forth in this Agreement, and subject to including Section 2.42.5, at the Applicable Closing, Seller Sellers shall sell, assign, transfer, convey transfer and deliver to BuyerPurchaser, and Buyer Purchaser shall purchase, acquire and accept from Seller take assignment and delivery of, for the consideration specified in Section 3.1, all of Sellers' and their Affiliates' right, title and interest in and to all of Seller intheir respective assets and properties, including the assets described below, but not including those assets specifically excluded by Sections 2.2 and 2.5 (all of the assets to be sold, assigned, transferred and under delivered to Purchaser are called the Transferred "Acquired Assets, free and clear of all Encumbrances, other than Permitted Encumbrances").

Purchase and Sale of Assets. Upon Subject to the terms and subject to the conditions of this Agreement, and subject to Section 2.4, at the Closing, Seller shall sell, assign, transfer, convey convey, assign and deliver to Buyer, free and clear of all Encumbrances, and Buyer shall purchase, acquire and accept from Seller Seller, all of Seller’s right, title and interest interest, as of Seller inthe Closing, in and to and under the Transferred Purchased Assets, free and clear of all Encumbrances, other than Permitted Encumbrances.

Purchase and Sale of Assets. Upon Subject to the terms and subject to the conditions of this Agreement, and subject to Section 2.4, at the ClosingClosing (as defined in Section 1.5(a)), Seller shall sell, convey, assign, transfer, convey transfer and deliver to BuyerPurchaser, and Buyer Purchaser shall purchase, acquire purchase and accept from Seller pay for all right, title and interest of Seller inin and to the business, to properties, assets and under the Transferred Assetsrights of any kind, free and clear of all Encumbrances, other than Permitted Encumbrances.whether tangible or

Purchase and Sale of Assets. Upon On the terms and subject to the conditions of set forth in this Agreement, and subject to Section 2.4, at the Closing, Seller shall sell, assign, transfer, convey and deliver to Buyer, and Buyer Purchaser shall purchase, acquire and accept from Seller, and Seller shall sell, transfer, and assign to Purchaser all of Seller’s right, title and interest of Seller in, to and under the Transferred Purchased Assets, free and clear of all Encumbrances, other than Permitted EncumbrancesLiens.

Purchase and Sale of Assets. Upon the terms On and subject to the terms and conditions of this Agreement, and subject to Section 2.4, at the Closing, Seller shall sell, assign, transfer, convey and deliver to Buyer, and Buyer shall purchase, purchase and acquire and accept from Seller all right, title and interest of Seller in, to and under the Transferred AssetsSeller, free and clear of all Encumbrances, Encumbrances (other than Permitted Encumbrances), all of Seller’s right, title and interest, as of the Closing, in and to the intellectual properties and rights set forth in Exhibit A attached herewith (collectively, the “Purchased Assets”).

Purchase and Sale of Assets. Upon Subject to the terms and subject to the conditions of this Agreement, and subject to Section 2.4, at the Closing, Seller shall Sellers hereby sell, assign, transferconvey, convey transfer and deliver to the Buyer, and the Buyer shall purchasehereby purchases and takes assignment and delivery from the Sellers as of the Closing Date, acquire and accept from Seller all of the Sellers’ right, title and interest of Seller in, in and to and under the Transferred AssetsPurchased Contracts, free and clear of all Encumbrances, Encumbrances other than the Permitted EncumbrancesEncumbrances and assumes the Assumed Liabilities.

Purchase and Sale of Assets. Upon the terms On and subject to the terms and conditions of this Agreement, and subject to Section 2.4, at the ClosingClosing the Buyer shall purchase from the Seller, and the Seller shall sell, assign, transfer, convey convey, and deliver to the Buyer, and Buyer shall purchase, acquire and accept from Seller all right, title and interest of Seller in, to and under the Transferred Assets, free and clear of all Encumbrances, other than Permitted Encumbrancesthe Units for the consideration specified in Section 2.3 below.

Purchase and Sale of Assets. Upon the terms On and subject to the terms and conditions of this Agreement, and subject to Section 2.4, at the Closing, Buyer shall purchase from Seller, and Seller shall sell, assign, transfer, convey convey, and deliver to Buyer, and Buyer shall purchase, acquire and accept from Seller all right, title and interest of Seller in, to and under the Transferred Assets, free and clear of all Encumbrances, Security Interests and restrictions on transfer other than Permitted Encumbrances, all of the Acquired Assets for the consideration specified below in this Article II.

Purchase and Sale of Assets. Upon Subject to the terms and subject to the conditions of this Agreement, and subject to Section 2.4, at the Closing, Seller shall sell, assign, transfer, convey convey, assign and deliver to Buyer, and Buyer shall purchase, acquire and accept from Seller Seller, all of Seller's right, title and interest of Seller in, in and to and under the Transferred Sale Assets, free and clear of all Encumbrancesliens, security interests, mortgages, encumbrances and other restrictions, other than Permitted Encumbrancesthose permitted under Section 4.06 hereof.

Purchase and Sale of Assets. Upon Subject to the terms and subject to the conditions of this Agreement, including the payment of the purchase price set forth in Section 2.1 and subject to the assumption of the Assumed Liabilities as described in Section 2.41.2, at the Closing, Seller shall sell, transfer, convey, assign, transfer, convey and deliver to Buyer, and Buyer shall purchasepurchase and accept, acquire and accept from Seller all right, title and interest of Seller in, to and under the Transferred Purchased Assets, free and clear of all Encumbrances, other than Permitted Encumbrances.

Purchase and Sale of Assets. Upon Subject to the terms and subject to the conditions of this Agreement, and subject to Section 2.4, at the Closing, Seller shall sell, assign, transfer, convey and deliver assign to Buyer, and Buyer shall purchase, acquire and accept from Seller all rightSeller, title and interest of Seller inthe Assets, to and under excluding the Transferred Retained Assets, free and clear of all EncumbrancesLiens, other than Permitted EncumbrancesEncumbrances and Liabilities.

Purchase and Sale of Assets. Upon On the terms and subject to the conditions of this Agreement, and subject to Section 2.4, at the ClosingClosing (as defined in Section 3.1 below), Seller shall sell, assignconvey, transfer, convey assign and deliver the Assets to Buyer, and Buyer shall purchase, acquire and accept the Assets from Seller all right, title and interest of Seller in, to and under the Transferred Assets, free and clear of all Encumbrances, other than Permitted EncumbrancesSeller.

Purchase and Sale of Assets. Upon the terms and subject to the conditions of set forth in this Agreement, and subject to Section 2.4, at the Closing, Seller shall sell, assignconvey, transfer, convey assign and deliver transfer to Buyer, and Buyer shall purchase, acquire and accept from Seller Seller, all of Seller’s right, title and interest of Seller in, to and under the Transferred Purchased Assets, free and clear of all Encumbrances, Liens (other than Permitted Encumbrances.). “

Purchase and Sale of Assets. Upon Subject to the terms and subject to the conditions of this Agreement, Agreement and subject to Section 2.4on the basis of the representations and warranties set forth herein, at the Closing, Seller the Company shall sell, assign, transfer, convey assign and deliver to Buyer, and Buyer shall purchase, acquire and accept from Seller the Company, all of the Seller's right, title and interest of Seller in, to and under the Transferred Assets, free and clear of all Encumbrances, other than Permitted Encumbrances.

Purchase and Sale of Assets. Upon Subject to the terms and subject to the conditions of this AgreementAgreement and in reliance upon the representations, warranties and subject to Section 2.4covenants set forth herein, at the Closing, Seller shall will sell, assign, transfer, convey convey, assign and deliver to BuyerPurchaser, and Buyer shall Purchaser will purchase, acquire and accept from Seller all right, title and interest of Seller in, to and under the Transferred Acquired Assets, free and clear of all Encumbrancesliens, other than Permitted Encumbrancessecurity interests, charges, claims, equities or encumbrances of whatever nature.

Purchase and Sale of Assets. Upon Subject to the terms and subject to the conditions of set forth in this Agreement, and subject to Section 2.4Seller shall, at the ClosingClosing and effective as of the Effective Time, Seller shall sell, assign, transfer, convey convey, assign and deliver to Buyer, and Buyer shall purchasepurchase from Seller, acquire and accept from Seller all of Seller’s right, title and interest interest, as of Seller the Closing, in, to and under the Transferred Acquired Assets, free and clear of all Encumbrances, Liens (other than Permitted Encumbrances).

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

Purchase and Sale of Assets. Upon Subject to the terms and subject to the conditions of this Agreement, and subject to Section 2.4, at the Closing, Seller shall sell, assign, transfer, convey and deliver assign to Buyer, and Buyer shall purchasepurchase from Seller, acquire free and accept clear from Seller all Encumbrances, all of Seller’s right, title and interest of Seller in, to and under the Transferred Assets, free and clear of all Encumbrances, other than Permitted EncumbrancesAsset.

Purchase and Sale of Assets. Upon Subject to the terms and subject to the conditions of this Agreement, and subject to Section 2.4, at the Closing, Seller shall sell, convey, assign, transfer, convey and deliver to Buyer, and Buyer shall purchasepurchase and acquire from Seller, acquire and accept from Seller all of Seller’s right, title title, and interest of Seller inin and to the following assets, to wherever located and under whether tangible or intangible (collectively, the Transferred “Purchased Assets”), free and clear of all Encumbrances, Encumbrances other than Permitted Encumbrances.:

Purchase and Sale of Assets. Upon the terms On and subject to the terms and conditions of this Agreement, and subject to Section 2.4, at the Closing, Buyer shall purchase from Seller, and Seller shall sell, assign, transfer, convey convey, and deliver to Buyer, and Buyer shall purchase, acquire and accept from Seller all right, title and interest of Seller in, to and under the Transferred Assets, free and clear of all Security Interests and restrictions on transfer other than the Permitted Encumbrances, other than Permitted Encumbrancesall of the Acquired Assets for the consideration specified below in this Article II.

Purchase and Sale of Assets. Upon the terms and subject to the conditions of this Agreement, Buyer shall purchase from Seller, and subject Seller shall sell, transfer, convey, license, assign and deliver to Section 2.4Buyer, at the Closing, Seller shall sellfor the consideration specified below in Article II, assign, transfer, convey and deliver to Buyer, and Buyer shall purchase, acquire and accept from Seller all of its right, title and interest of Seller in, to and under the Transferred Acquired Assets, free and clear of all Encumbrances, other than Permitted Encumbrances.

Purchase and Sale of Assets. Upon On the terms and subject to the conditions of set forth in this Agreement, and subject to Section 2.4, at the Closing, Seller shall sell, assign, transfer, convey and deliver to Buyer, and the Buyer shall purchase, acquire and accept from the Seller, and the Seller shall sell, transfer, assign, convey and deliver to the Buyer, all of the Seller’s right, title and interest of Seller in, to and under the Transferred Purchased Assets, free and clear of all EncumbrancesLiens, Claims, and interests pursuant to Section 363 of the Bankruptcy Code, (other than Permitted EncumbrancesLiens).

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

Purchase and Sale of Assets. Upon Subject to the terms and subject to the conditions of set forth in this Agreement, and subject to Section 2.4, at the Closing, Seller shall sell, assignconvey, transfer, convey assign and deliver to Buyer, and Buyer shall purchase, acquire and accept from Seller all right, title and interest of Seller in, to and under the Transferred Assets, free and clear of all Encumbrancesliens, other than Permitted Encumbrances.encumbrances and creditor claims, except those expressly assumed by Buyer hereunder, and Buyer shall purchase and acquire from Seller, at the Closing (as hereinafter defined) the following assets (collectively the "Assets"):

Purchase and Sale of Assets. Upon the terms and subject to the conditions of this AgreementAgreement and on the basis of the representations, warranties and subject to Section 2.4agreements contained herein, at the Closing, the Seller shall sell, assign, transfer, convey and deliver to Buyer, and Buyer shall purchase, acquire and accept from Seller the Purchaser all of the Seller's right, title and interest of Seller in, in and to the Purchased Assets and under the Transferred Assets, free and clear of all Encumbrances, other than Permitted EncumbrancesPurchaser shall purchase such Purchased Assets from the Seller.

Purchase and Sale of Assets. Upon the terms and subject to the conditions of set forth in this Agreement, and subject to Section 2.4, at the Closing, Seller shall sell, assign, transfer, convey and deliver will sell to Buyer, and Buyer shall purchasewill purchase from Seller, acquire and accept from Seller all rightof Seller's rights, title and interest of Seller in, to and under the Transferred Assets, free and clear of all Encumbrancesany mortgage, lien, security interest, security agreement, conditional sale or other title retention agreement, limitation, pledge, option, restriction, Encumbrance, or exception to or defect in title, other than Permitted Encumbrances.

Purchase and Sale of Assets. Upon the terms and subject to the terms and conditions of this Agreement, the Buyer agrees to purchase from the Seller, and subject the Seller agrees to Section 2.4sell to the Buyer, at the Purchased Assets. At the Closing, the Seller shall sell, assign, transfer, convey and deliver will transfer the Purchased Assets to the Buyer, and Buyer shall purchase, acquire and accept from Seller all right, title and interest of Seller in, to and under the Transferred Assets, free and clear of all Encumbrancesliens, other than Permitted Encumbrancessecurity interests, claims, charges, encumbrances and interests as provided and authorized in the Order.

Purchase and Sale of Assets. Upon On the terms and subject to the conditions of set forth in this Agreement, and subject to Section 2.4entry of the Sale Order, at the Closing, Seller shall sell, assign, transfer, convey and deliver to Buyer, and Buyer Purchaser shall purchase, acquire and accept from Seller, and Seller all rightshall, title and interest of Seller insubject to Section 2.5 hereto, to and under the Transferred Assets, free and clear of all Encumbrances, other than Permitted Encumbrances.sell,

Purchase and Sale of Assets. Upon the terms and subject to the conditions of this Agreement, and subject to Section 2.4, at the ClosingAt Closing (as defined in Article 5.1 below), Seller shall sell, assignconvey, transfer, convey assign and deliver to BuyerBuyer (or its designated wholly-owned subsidiary), and Buyer (or its designated wholly-owned subsidiary) shall purchase, acquire accept and accept from Seller receive, all of Seller's right, title and interest of Seller in, to and under the Transferred Assets, free and clear of all Encumbrances, other than Permitted EncumbrancesPurchased Assets (as defined in Article 1.2 below).

Purchase and Sale of Assets. Upon Subject to the terms and subject to the conditions of set forth in this Agreement, and subject to Section 2.4, at the Closing, Seller shall will sell, assignconvey, transfer, convey transfer and deliver assign to Buyer, and Buyer shall purchase, acquire will purchase and accept from Seller all right, title and interest of Seller in, to and under the Transferred Assetsacquire, free and clear of all EncumbrancesLiens, other than Permitted Encumbrancesall of Seller’s right, title and interest in and to the Assets.

Purchase and Sale of Assets. Upon the terms On and subject to the terms and conditions of this Agreement, including the license granted under Section 2.6(a), Buyer agrees to purchase from Seller, and subject Seller agrees to Section 2.4sell, transfer, convey, assign and deliver, as applicable, to Buyer at the Closing, Seller shall sell, assign, transfer, convey and deliver to Buyer, and Buyer shall purchase, acquire and accept from Seller all right, title and interest of Seller in, to and under the Transferred Acquired Assets, free and clear of any and all Encumbrances, other than Permitted Encumbrancesfor the consideration specified in this Article II.

Purchase and Sale of Assets. Upon the terms and subject to the conditions of set forth in this Agreement, and subject to Section 2.4, at the Closing, Seller shall sell, convey, assign, transfer, convey and deliver to BuyerPurchaser, and Buyer Purchaser shall purchase, acquire purchase and accept from Seller all rightSeller, title and interest of Seller incertain assets relating to the Branch Office, to and under the Transferred Assets, free and clear of all Encumbrances, other than Permitted Encumbrances.as follows:

Purchase and Sale of Assets. Upon the terms Except as provided in Sections 2.3 and 2.4 and subject to Section 2.8 and the other terms and conditions of this Agreement, and subject to Section 2.4, at the Closing, the Seller shall sell, assign, transferconvey, convey transfer and deliver to Buyerthe Purchaser free and clear of any Liens other than Permitted Liens, and Buyer the Purchaser shall purchasepurchase and acquire from the Seller and take assignment and delivery from the Seller of, acquire and accept from Seller all of the Seller’s right, title and interest of Seller in, in and to and under the Transferred Assets, free and clear of all Encumbrances, other than Permitted Encumbrances.following:

Purchase and Sale of Assets. Upon (a) Subject to the terms and subject to the conditions of this Agreement, and subject to Section 2.4, at the Closing, Seller shall sell, assign, transfer, convey convey, assign and deliver to Buyer, free and clear of all Encumbrances, and Buyer shall purchase, acquire and accept from Seller Seller, all of Seller’s right, title and interest interest, as of Seller inthe Closing, in and to and under the Transferred Purchased Assets, free and clear of all Encumbrances, other than Permitted Encumbrances.

Purchase and Sale of Assets. Upon the terms and subject to the terms and conditions of this Agreement, Buyer will purchase from Seller, and subject to Section 2.4, at the Closing, Seller shall will sell, assign, transfer, convey convey, and deliver to Buyer, and Buyer shall purchase, acquire and accept from Seller all right, title and interest of Seller in, to and under the Transferred Assets, free and clear of all Encumbrances, other than Permitted EncumbrancesAcquired Assets at the Closing for the consideration set forth in Section 2.02.