Common use of Purchase and Sale of the Purchased Assets Clause in Contracts

Purchase and Sale of the Purchased Assets. On the terms and subject to the conditions hereof, and subject to the exclusions set forth in Section 1.3, at the Closing, Seller shall, and shall cause its Subsidiaries (other than any Acquired Companies), to sell, assign, transfer, convey and deliver to Purchaser and/or one or more of its Designated Affiliates, and Purchaser and/or one or more of its Designated Affiliates shall purchase, acquire and accept from Seller and/or its Subsidiaries (other than any Acquired Companies), all of the right, title and interest of Seller and/or its Subsidiaries (other than any Acquired Companies) in, to and under all of the following assets, properties, rights, Contracts and claims of Seller and/or its Subsidiaries (other than any Acquired Companies), wherever located, whether tangible of intangible, real, personal or mixed (collectively, and excluding the Excluded Assets, the “Purchased Assets”):

Purchase and Sale of the Purchased Assets. On Except as set forth on Schedule 1.2(a), on the terms and subject to the conditions hereofset forth herein, and subject to the exclusions set forth in Section 1.3, at the Closing, Seller shallshall sell, assign, transfer, convey and shall de- liver, or cause one or more of its Subsidiaries (other than any an Acquired Companies), Company) to sell, assign, transfer, convey and deliver to Purchaser and/or one or more of its Designated AffiliatesPurchaser, and Purchaser and/or one or more of its Designated Affiliates shall purchase, acquire and accept from Seller, or the applicable Subsidiary or Subsidiaries of Seller and/or its Subsidiaries (other than any an Acquired CompaniesCompany), all of the right, title and interest of Seller, or the applicable Subsidiary or Subsidiaries of Seller and/or its Subsidiaries (other than any an Acquired Companies) Company), in, to and under all of the assets, properties, rights, Contracts and claims of Seller, or such Subsidiary or Subsidiaries, wherever located, whether tangible or intangible, real, personal or mixed, in each case, Related to the Business, but excluding the Excluded Assets (collectively, the "PURCHASED ASSETS"), including by way of example and not limitation, all of the following assets, properties, rights, Contracts and claims of Seller and/or or its Subsidiaries (other than any an Acquired Companies), wherever located, whether tangible of intangible, real, personal or mixed (collectively, and excluding the Excluded Assets, the “Purchased Assets”Company):

Purchase and Sale of the Purchased Assets. On Except as set forth on Schedule 1.2(a), on the terms and subject to the conditions hereofset forth herein, and subject to the exclusions set forth in Section 1.3, at the Closing, Seller shallshall sell, assign, transfer, convey and shall deliver, or cause one or more of its Subsidiaries (other than any an Acquired Companies), Company) to sell, assign, transfer, convey and deliver to Purchaser and/or one or more of its Designated AffiliatesPurchaser, and Purchaser and/or one or more of its Designated Affiliates shall purchase, acquire and accept from Seller, or the applicable Subsidiary or Subsidiaries of Seller and/or its Subsidiaries (other than any an Acquired CompaniesCompany), all of the right, title and interest of Seller, or the applicable Subsidiary or Subsidiaries of Seller and/or its Subsidiaries (other than any an Acquired Companies) Company), in, to and under all of the assets, properties, rights, Contracts and claims of Seller, or such Subsidiary or Subsidiaries, wherever located, whether tangible or intangible, real, personal or mixed, in each case, Related to the Business, but excluding the Excluded Assets (collectively, the "PURCHASED ASSETS"), including by way of example and not limitation, all of the following assets, properties, rights, Contracts and claims of Seller and/or or its Subsidiaries (other than any an Acquired Companies), wherever located, whether tangible of intangible, real, personal or mixed (collectively, and excluding the Excluded Assets, the “Purchased Assets”Company):

Purchase and Sale of the Purchased Assets. On the terms and subject to the conditions hereof, and subject to the exclusions set forth in Section 1.31.2, at the Closing, Seller shallshall sell, assign, transfer, convey and shall deliver, or cause its one or more of the Selling Subsidiaries (other than any Acquired Companies), to sell, assign, transfer, convey and deliver to Purchaser and/or one or more of its Designated Affiliatesa designee appointed pursuant to Section 16.3, and Purchaser and/or one or more of its Designated Affiliates shall purchase, acquire and accept from Seller and/or its Subsidiaries (other than any Acquired Companies)Seller, or the applicable Selling Subsidiary or Selling Subsidiaries, all of the right, title and interest of Seller and/or its Subsidiaries (other than any Acquired Companies) Seller, or the applicable Selling Subsidiary or Selling Subsidiaries, in, to and under all of the following assets, properties, rights, Contracts and claims of Seller and/or its Subsidiaries (other than any Acquired Companies)Seller, or such Selling Subsidiary or Selling Subsidiaries, wherever located, whether tangible of or intangible, real, personal or mixed (collectively, and excluding the Excluded Assets, the “Purchased Assets”):), as such exist on the Closing Date, free and clear of all Liabilities and Liens, other than Assumed Liabilities and Permitted Exceptions:

Purchase and Sale of the Purchased Assets. On the terms and subject to the conditions hereof, and subject to the exclusions set forth in Section 1.3, at the Closing, Seller shall, and shall cause its Subsidiaries (other than any Acquired Companies), to sell, assign, transfer, convey and deliver to Purchaser and/or one or more of its Designated Affiliates, and Purchaser and/or one or more of its Designated Affiliates shall purchase, acquire and accept from Seller and/or its Subsidiaries (other than any Acquired Companies), all of the right, title and interest of Seller and/or its Subsidiaries (other than any Acquired Companies) in, to and under all of the following assets, properties, rights, Contracts and claims of Seller and/or its Subsidiaries (other than any Acquired Companies), wherever located, whether tangible of or intangible, real, personal or mixed (collectively, and excluding the Excluded Assets, the “Purchased Assets”):