Purchase and Sale of the Purchased Assets Sample Clauses

Purchase and Sale of the Purchased Assets. Upon the terms and subject to the conditions of this Asset Purchase Agreement, at the Closing, Seller shall sell, assign, transfer, convey and deliver to Buyer or a Subsidiary of Buyer designated by Buyer in writing to Seller not less than ten (10) Business Days prior to the Closing, and Buyer or such Subsidiary shall purchase, acquire and accept from Seller, free and clear of Liens except for Permitted Liens, the entire right, title and interest of Seller in, to and under all of (i) the tangible assets and properties located at the Facility, including the tangible assets and properties set forth below, and (ii) the intangible assets, properties and rights specifically listed below, in each case other than the Excluded Assets (the “Purchased Assets”):
Purchase and Sale of the Purchased Assets. On the terms and subject to the conditions set forth in this Agreement, at the Closing, the Seller shall sell, convey, assign, transfer and deliver to the Purchaser and the Purchaser shall purchase and acquire from the Seller all of the Seller’s right, title and interest of the Seller and, as applicable, its Affiliates in and to all of the assets and properties of the Seller and, as applicable, its Affiliates of every kind and description, real, personal and mixed, tangible and intangible, wherever situated, used or held for use in connection with the Business, as the same shall exist on the Closing Date, including all goodwill related thereto (the “Purchased Assets” and specifically excluding the Excluded Assets), free and clear of all Encumbrances, including, without limitation, the following:
Purchase and Sale of the Purchased Assets. In addition to the purchase of the Equity Interests on the terms and conditions described in Section 2.1 above, upon the terms and subject to the conditions set forth herein, at the Closing, Seller shall cause each Asset Selling Entity to sell, convey, assign and transfer to Purchaser (or its Permitted Designee), and Purchaser (or its Permitted Designee) shall purchase, acquire and accept from each Asset Selling Entity, free and clear of all Liens other than Permitted Liens, all of such Asset Selling Entity’s right, title and interest in (a) all of the assets, properties and rights owned, held or used by such Asset Selling Entity primarily relating to the Business but excluding the Excluded Assets, as the same may exist on the Closing Date and (b) the following, as the same may exist on the Closing Date (collectively, the “Purchased Assets”):
Purchase and Sale of the Purchased Assets. Upon the terms and subject to the conditions set forth in this Agreement and the terms and conditions of the Settlement Agreement and the Cooperation Agreement, at the Closing, Purchaser shall purchase, acquire and accept from Sellers, and Sellers shall sell, transfer, assign, convey and deliver to Purchaser, free and clear of all Liens, other than the Permitted Exceptions, all of Sellers' right, title and interest in, to and under the following assets, properties and rights owned or held by any Seller on the Closing Date (collectively, the "Purchased Assets"):
Purchase and Sale of the Purchased Assets. Subject to the terms and conditions of this Agreement, on the Closing Date, Seller shall, or shall cause its relevant Affiliates to, sell, transfer, convey, assign and deliver to Buyer, free and clear from all Encumbrances (other than Permitted Encumbrances), and Buyer shall purchase, acquire and accept from Seller, and such Affiliates of Seller, all right, title and interest of Seller and such Affiliates in and to the Purchased Assets.
Purchase and Sale of the Purchased Assets. Subject to the terms and conditions set forth herein, at the Closing, Seller shall sell, assign, transfer, convey and deliver to Purchaser, and Purchaser 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, which exclusively or primarily relate to, or are used or held for use exclusively in connection with, the Business (other than the Excluded Assets) (collectively, the “Purchased Assets”), including the following:
Purchase and Sale of the Purchased Assets. Pursuant to sections 105, 363 and 365 of the Bankruptcy Code and on the terms and subject to the conditions set forth herein (including Article X hereof), on the Closing, Sellers shall sell, transfer, assign, convey and deliver to Purchaser, and Purchaser shall purchase, acquire and accept from Sellers, all of Sellersright, title and interest in, to and with respect to all assets of each Seller free and clear of all liens or Encumbrances (other than Permitted Encumbrances), including all claims based on any theory that Purchaser is a successor, transferee or continuation of Sellers or the Business, including the following, but excluding the Excluded Assets (collectively, “Purchased Assets”), as of the Closing:
Purchase and Sale of the Purchased Assets. Subject to the terms and conditions of this Purchase Agreement, on the Closing Date, (a) Seller shall sell, transfer, convey, assign and deliver to Buyer, and Buyer shall purchase, acquire, accept, assume and receive from Seller, all of Seller’s right, title and interest to the Purchased Assets, (b) Seller shall make the other conveyances, assignments, and transfers contemplated by Section 2.3, and (c) Buyer shall assume the Assumed Liabilities.