Common use of Sale and Purchase of Assets Clause in Contracts

Sale and Purchase of Assets. Subject to the terms and conditions of this Agreement, at the Closing, each Seller shall sell, transfer and assign to Buyer, free and clear of any lien, pledge, option, security interest, claim, charge or other encumbrance ("Encumbrances"), except Permitted Encumbrances, and Buyer shall purchase and assume from each Seller, the Transferred Assets. For purposes of this Agreement, "Transferred Assets" shall mean the following assets:

Sale and Purchase of Assets. Subject to all of the terms and conditions of this Agreement, at the Closing, each Closing Seller shall sell, transfer and assign to Buyer, free and clear of any lien, pledge, option, security interest, claim, charge or other encumbrance ("Encumbrances"), except Permitted Encumbrancestransfer, and Buyer deliver to Purchaser, and Purchaser (or its designee) shall purchase and assume accept delivery from each Seller, the Transferred Assets. For purposes of this Agreement, "Transferred Assets" shall mean the following assets:Seller of,

Sale and Purchase of Assets. Subject to On the terms and subject to the conditions of and other provisions set forth in this Agreement, at the Closing, each Seller shall sell, transfer transfer, convey, assign and assign deliver to Buyer, free and clear of any lien, pledge, option, security interest, claim, charge or other encumbrance ("Encumbrances"), except Permitted EncumbrancesPurchaser, and Buyer Purchaser shall purchase and assume from each Seller, the Transferred Assets. For purposes all of this AgreementSeller’s right, "Transferred Assets" shall mean title and interest in and to all of the following assets:intellectual property or proprietary rights (the “Transferred Intellectual Property”):

Sale and Purchase of Assets. Subject to the terms and conditions of this Agreement, at the Closing, each Closing the Seller shall sellsell assign, transfer transfer, convey and assign deliver to Buyer, and Buyer shall purchase from the Seller, free and clear of any lienencumbrances all of the right, pledge, option, security title and interest, claim, charge or other encumbrance ("Encumbrances"), except Permitted Encumbrancesin, and Buyer shall purchase and assume from each Seller, to those assets of Seller identified on Schedule 2.1 (the Transferred “Assets. For purposes of this Agreement, "Transferred Assets" shall mean the following assets:”).

Sale and Purchase of Assets. Subject to On the terms and subject to the conditions of and other provisions set forth in this Agreement, at the Closing, each Seller the Sellers shall sell, transfer assign, transfer, convey and assign deliver to Buyerthe Purchaser, and the Purchaser shall purchase, acquire and accept from the Sellers, free and clear of any lienall Liens and liabilities, pledgeall of Sellers’ right, option, security interest, claim, charge or other encumbrance ("Encumbrances"), except Permitted Encumbrances, title and Buyer shall purchase interest in and assume from each Seller, to the Transferred Assets. For purposes of this Agreement, "Transferred Assets" shall mean the following assetsfollowing:

Sale and Purchase of Assets. Subject to On the terms and subject to the conditions of and other provisions set forth in this Agreement, at the Closing, each Seller shall will sell, transfer assign, transfer, convey and assign deliver to BuyerPurchaser, free and clear of any lien, pledge, option, security interest, claim, charge or all Liens (other encumbrance ("Encumbrances"than Permitted Liens), except Permitted Encumbrancesand Purchaser shall purchase, all of Seller’s assets, properties and Buyer shall purchase and assume from each Sellerrights used in or useful to the operation of the Business, the Transferred Assets. For purposes of this Agreement, "Transferred Assets" shall mean including the following assets:, but excluding the Excluded Assets (subject to Section 2.2, the "Purchased Assets"):

Sale and Purchase of Assets. Subject to Upon the terms and subject to the conditions of this Agreement, at the Closing, each Seller shall sell, transfer transfer, and assign to Buyer, and Buyer shall purchase from Seller, free and clear of all claims, liabilities, encumbrances, liens and security interests of any lienkind whatsoever, pledge, option, security interest, claim, charge or other encumbrance ("Encumbrances"), except Permitted Encumbrancesthe Business as a going concern, and Buyer shall purchase all of Seller's rights, title, and assume from each Seller, the Transferred Assets. For purposes of this Agreement, "Transferred Assets" shall mean interest in and to the following assets:assets (the "Assets"):

Sale and Purchase of Assets. Subject to the terms and conditions of this Agreement, at the Closing, each Seller shall sell, transfer assign, transfer, deliver and assign convey to BuyerPurchaser, and Purchaser shall purchase, the Acquired Assets, free and clear of any lienall Liens other than Permitted Liens, pledge, option, security interest, claim, charge or other encumbrance ("Encumbrances"), except Permitted Encumbrances, and Buyer shall purchase and assume from each Seller, for the Transferred Assets. For purposes of this Agreement, "Transferred Assets" shall mean the following assets:Purchase Price specified in Section 2.2.

Sale and Purchase of Assets. Subject to the terms and conditions of this AgreementAgreement (including Section 2.02 ), at the Closing, each Closing Seller shall sell, transfer assign, transfer, convey and assign deliver to Buyer, and Buyer shall purchase, acquire, pay for and accept from Seller, all right, title and interest of Seller and its Affiliates in the Territory in, to and under the following assets, properties, privileges, claims and rights (collectively, the “Assets”), free and clear of any lien, pledge, option, security interest, claim, charge or other encumbrance ("all Encumbrances"), except Permitted Encumbrances, and Buyer shall purchase and assume from each Seller, the Transferred Assets. For purposes of this Agreement, "Transferred Assets" shall mean the following assets:

Sale and Purchase of Assets. Subject to the terms and conditions of stated in this Agreement, at on the ClosingClosing Date, each Seller shall sellconvey, transfer and assign deliver to BuyerBuyer and Buyer shall purchase and acquire from Seller all of Seller’s right, title and interest in and to all of the operating assets and properties of Seller, tangible and intangible, of every kind and description owned by Seller in connection with the Product Line, wherever located, free and clear of any lien, pledge, option, security interest, claim, charge or all Encumbrances other encumbrance than the Seller Retained Security Interest ("Encumbrances"the “Acquired Assets”), except Permitted Encumbrancesincluding, and Buyer shall purchase and assume from each Sellerwithout limitation, the Transferred Assets. For purposes of this Agreement, "Transferred Assets" shall mean the following assetsfollowing:

Sale and Purchase of Assets. Subject to On the terms and subject to the conditions of and other provisions set forth in this Agreement, at the Closing, each Seller shall Sellers will sell, transfer assign, transfer, convey and assign deliver to BuyerPurchaser, free and clear of any lien, pledge, option, security interest, claim, charge or all Liens (other encumbrance ("Encumbrances"than Permitted Liens), except Permitted Encumbrancesand Purchaser shall purchase, or cause such Affiliates to purchase, all of the assets, properties and Buyer shall purchase and assume from each Sellerrights used in the operation of or associated with the Business, the Transferred Assets. For purposes of this Agreement, "Transferred Assets" shall mean including the following assets:, excluding the Excluded Assets (subject to Section 2.2, the “Purchased Assets”):

Sale and Purchase of Assets. Subject to Upon the terms and subject to the conditions of set forth in this Agreement, at the ClosingClosing (as defined in Section 1.6), each Seller shall convey, sell, transfer transfer, assign and assign deliver to Buyer, free and clear of any lien, pledge, option, security interest, claim, charge or other encumbrance ("Encumbrances"), except Permitted Encumbrances, and Buyer shall purchase and assume from each Seller, all right, title and interest of Seller at the Transferred Assets. For purposes of this Agreement, "Transferred Assets" shall mean Closing in and to the following assets, properties, and rights of Seller:

Sale and Purchase of Assets. Subject to and upon the terms and conditions of contained in this Agreement, at the Closing, each Seller shall Closing (defined in Article II) Sellers will sell, transfer transfer, assign, convey and assign deliver to BuyerPurchaser all of the following assets of Sellers used in connection with the Business at the Locations, free and clear of any lienall liens, pledge, option, security interest, claim, charge or other encumbrance claims and encumbrances ("Encumbrances"except as identified in Exhibit D hereto), except Permitted Encumbrancesand Purchaser will purchase, accept and Buyer shall purchase and assume acquire from each SellerSellers, the Transferred Assets. For purposes of this Agreement, "Transferred Assets" shall mean the following assetsfollowing:

Sale and Purchase of Assets. Subject to At the Closing, upon the terms and subject to the conditions of this Agreement, at the ClosingPurchaser shall purchase from Seller, each and Seller shall sell, convey, assign and otherwise transfer to Purchaser, all of Seller’s right, title and assign interest (whether statutory, common law or otherwise) in and to Buyerthe following, free and clear in each case as in existence as of any lien, pledge, option, security interest, claim, charge or other encumbrance the Closing but excluding the Excluded Assets ("Encumbrances"), except Permitted Encumbrances, and Buyer shall purchase and assume from each Sellercollectively, the Transferred “Acquired Assets. For purposes of this Agreement, "Transferred Assets" shall mean the following assets:”):

Sale and Purchase of Assets. Subject to the terms and conditions of stated in this Agreement, at the Closing, each Seller the Sellers shall sellconvey, transfer and assign deliver to BuyerBuyer and Buyer shall purchase and acquire from the Sellers, whether owned by Sellers or any Affiliate thereof, all right, title and interest in and to the following assets (the “Acquired Assets”), wherever located, free and clear of any lien, pledge, option, security interest, claim, charge or other encumbrance ("all Encumbrances"), except Permitted Encumbrances, and Buyer shall purchase and assume from each Seller, the Transferred Assets. For purposes of this Agreement, "Transferred Assets" shall mean the following assets:

Sale and Purchase of Assets. Subject to Upon the terms and subject to the conditions of set forth in this Agreement, and in reliance upon the representations, warranties, covenants and agreements contained herein, at the Closing, each Seller shall sell, transfer assign, transfer, convey and assign deliver to Buyer, free and clear of any lien, pledge, option, security interest, claim, charge or other encumbrance ("Encumbrances"), except Permitted EncumbrancesPurchaser, and Buyer Purchaser shall purchase purchase, acquire, assume, accept and assume from each Sellertake possession of, all of Sellers’ right, title and interest in and to the following (collectively, the Transferred “Purchased Assets. For purposes of this Agreement, "Transferred Assets" shall mean the following assets:”):

Sale and Purchase of Assets. Subject to At the Closing, upon the terms and subject to the conditions of set forth in this Agreement, at the Closing, each Seller shall sell, convey, assign, transfer and assign deliver to Buyer (or Buyer, free and clear of any lien, pledge, option, security interest, claim, charge or other encumbrance ("Encumbrances"’s authorized designee), except Permitted Encumbrancesand the Buyer shall purchase, acquire, accept and take possession of, all of the Seller’s rights with respect to any of the assets described below (collectively the “Acquired Assets”), and Buyer shall purchase and assume from each Sellerany variations or deviations thereof, the Transferred Assets. For purposes of this Agreement, "Transferred Assets" shall mean the following assetsin perpetuity:

Sale and Purchase of Assets. (a) Subject to the terms and conditions of this Agreement, including Section 3.10(a) hereof, at the Closing, each Closing Seller shall sell, transfer transfer, convey, assign and assign deliver to Buyer, free and clear of any lien, pledge, option, security interest, claim, charge or other encumbrance ("Encumbrances"), except Permitted Encumbrances, Buyer and Buyer shall purchase purchase, acquire and assume accept from each Seller, all the Transferred Assets. For purposes right, title and interest of this AgreementSeller in and to all property and assets owned by Seller and used in the Business, "Transferred Assets" shall mean of every nature, kind and description, wherever located, including, without limitation the following assets:(collectively, the “Assets”):

Sale and Purchase of Assets. Subject to the terms and conditions of this Agreement, at the ClosingClosing (as hereinafter defined), each the Seller shall sellsell assign, transfer transfer, convey and assign deliver to Buyer, and Buyer shall purchase from the Seller, free and clear of any lienencumbrances all of the right, pledge, option, security title and interest, claim, charge or other encumbrance ("Encumbrances"), except Permitted Encumbrancesin, and Buyer shall purchase and assume from each Seller, to those assets of Seller identified on Schedule 2.1 (the Transferred “Assets. For purposes of this Agreement, "Transferred Assets" shall mean the following assets:”).

Sale and Purchase of Assets. Subject to On the terms and subject to the conditions of set forth in this Agreement, at the Closing, each Seller shall sell, transfer convey, transfer, assign and assign deliver to Buyer, free and clear of any lien, pledge, option, security interest, claim, charge or other encumbrance ("Encumbrances"), except Permitted Encumbrances, and Buyer shall purchase purchase, receive and assume accept from each Seller, substantially all of Seller’s assets, including all of Seller’s right, title and interest in, to and under the Transferred assets set forth below, but excluding the Excluded Assets (collectively, the “Purchased Assets. For purposes of this Agreement, "Transferred Assets" shall mean the following assets:”):

Sale and Purchase of Assets. Subject to the terms and conditions of set forth in this Agreement, Seller shall sell and transfer (or cause to be sold and transferred by its Affiliates) to Purchaser, and Purchaser shall purchase, at the Closing, each Seller shall sellall of Seller's and its Affiliates' right, transfer title and assign interest as of the Closing Date in and to Buyer, free the following assets and clear of any lien, pledge, option, security interest, claim, charge or other encumbrance properties ("Encumbrances"), except Permitted Encumbrances, and Buyer shall purchase and assume from each Sellercollectively, the Transferred "Purchased Assets. For purposes of this Agreement, "Transferred Assets" shall mean the following assets:):