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 the Seller shall sell assign, transfer, convey and deliver to Buyer, and Buyer shall purchase from the Seller, free and clear of any encumbrances all of the right, title and interest, in, and to those assets of Seller identified on Schedule 2.1 (the “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 the Closing, Seller shall sell assignsell, transfer, convey convey, assign and deliver to BuyerPurchaser, and Buyer Purchaser shall purchase from the Seller, free and clear of any encumbrances all of the Seller’s right, title and interest, in, interest in and to those assets all of Seller identified on Schedule 2.1 the following intellectual property or proprietary rights (the “AssetsTransferred Intellectual Property”).):

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 Closing, the Seller Sellers shall sell sell, assign, transfer, convey and deliver to Buyerthe Purchaser, and Buyer the Purchaser shall purchase purchase, acquire and accept from the SellerSellers, free and clear of any encumbrances all Liens and liabilities, all of the Sellers’ right, title and interest, in, interest in and to those assets of Seller identified on Schedule 2.1 (the “Assets”).following:

Sale and Purchase of Assets. Subject to all of the terms and conditions of this Agreement, at the Closing the Seller shall sell assignsell, transfer, convey and deliver to BuyerPurchaser, and Buyer Purchaser (or its designee) shall purchase and accept delivery from the Seller, free and clear of any encumbrances all of the right, title and interest, in, and to those assets of Seller identified on Schedule 2.1 (the “Assets”).of,

Sale and Purchase of Assets. (a) Subject to the terms and conditions of this Agreement, at the Closing the hereunder, Seller shall sell sell, assign, transfer, deliver and convey and deliver to BuyerPurchaser, and Buyer Purchaser shall purchase purchase, acquire and accept from Seller, the SellerAcquired Assets as of the Effective Time, free and clear of any encumbrances all of Liens, except Permitted Liens, for the right, title and interest, in, and to those assets of Seller identified on Schedule 2.1 (the “Assets”)Purchase Price specified below in Section 1.3.

Sale and Purchase of Assets. Subject to the terms and conditions of this AgreementAgreement (including Section 2.02 ), at the Closing the Seller shall sell sell, assign, transfer, convey and deliver to Buyer, and Buyer shall purchase purchase, acquire, pay for and accept from Seller, all right, title and interest of Seller and its Affiliates in the SellerTerritory in, to and under the following assets, properties, privileges, claims and rights (collectively, the “Assets”), free and clear of any encumbrances all of the right, title and interest, in, and to those assets of Seller identified on Schedule 2.1 (the “Assets”).Encumbrances:

Sale and Purchase of Assets. Subject to the terms and conditions of set forth in this Agreement, at the Closing the Seller shall sell assignsell, convey, transfer, convey assign and deliver to Buyer, and Buyer shall agrees to purchase from Seller at the SellerClosing, free the assets described in this Article 1, on the Closing Date, as the same shall exist on the Closing Date, in such condition and clear of any encumbrances location as the same exist on the Closing Date, all of which are collectively referred to as the right, title "Assets" and interest, in, and individually referred to those assets of Seller identified on Schedule 2.1 (the “Assets”).as an "Asset," including:

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 the Closing, Seller shall sell will sell, assign, transfer, convey and deliver to Buyer, and Buyer shall purchase from the SellerPurchaser, free and clear of any encumbrances all Liens (other than Permitted Liens), and Purchaser shall purchase, or cause such of its Affiliates to purchase, all of the rightassets, title properties and interestrights used or useful in the operation of or associated with the Business, inincluding the following assets, and but excluding the Excluded Assets (subject to those assets of Seller identified on Schedule 2.1 (Section 2.2, the “"Purchased Assets”)."):

Sale and Purchase of Assets. (a) Subject to the terms and conditions of this Agreement, at the Closing the hereunder, Seller shall sell sell, assign, transfer, deliver and convey and deliver to BuyerPurchaser, and Buyer Purchaser shall purchase purchase, acquire and accept from Seller, the SellerAcquired Assets as of the Effective Time, free and clear of any encumbrances all of Liens, except Permitted Liens, for the right, title and interest, in, and to those assets of Seller identified on Schedule 2.1 (the “Assets”)Purchase Price specified below in Section 1.6.

Sale and Purchase of Assets. Subject to On the terms and subject to the conditions of set forth in this Agreement, at the Closing the Closing, Seller shall sell assignsell, convey, transfer, convey assign and deliver to Buyer, and Buyer shall purchase purchase, receive and accept from the Seller, free and clear of any encumbrances substantially all of the Seller’s assets, including all of Seller’s right, title and interest, interest in, to and to those under the assets of Seller identified on Schedule 2.1 set forth below, but excluding the Excluded Assets (collectively, the “Purchased Assets”).):

Sale and Purchase of Assets. Subject to the terms and --------------------------- conditions of this Agreement, at the Closing the Closing, Seller shall sell sell, assign, transfer, deliver and convey and deliver to Buyer, and Buyer shall purchase from purchase, the SellerAcquired Assets, free and clear of any encumbrances all of Liens other than Permitted Liens, for the right, title and interest, in, and to those assets of Seller identified on Schedule 2.1 (the “Assets”)purchase price specified in Section 2.2.

Sale and Purchase of Assets. Subject to the terms and conditions of stated in this Agreement, at on the Closing the Date, Seller shall sell assignconvey, transfer, convey transfer and deliver to Buyer, Buyer 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 encumbrances all of Encumbrances other than the right, title and interest, in, and to those assets of Seller identified on Schedule 2.1 Retained Security Interest (the “Acquired Assets”)., including, without limitation, the following:

Sale and Purchase of Assets. Subject to the terms and conditions of stated in this Agreement, at the Closing Closing, the Seller Sellers shall sell assignconvey, transfer, convey transfer and deliver to Buyer, Buyer and Buyer shall purchase and acquire from the SellerSellers, 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 encumbrances all of the right, title and interest, in, and to those assets of Seller identified on Schedule 2.1 (the “Assets”).Encumbrances:

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 the Closing, Seller shall sell will sell, assign, transfer, convey and deliver to Buyer, and Buyer shall purchase from the SellerPurchaser, free and clear of any encumbrances all Liens (other than Permitted Liens), and Purchaser shall purchase, all of Seller’s assets, properties and rights used in or useful to the rightoperation of the Business, title and interestincluding the following assets, inbut excluding the Excluded Assets (subject to Section 2.2, and to those assets of Seller identified on Schedule 2.1 (the “"Purchased Assets”)."):

Sale and Purchase of Assets. Subject to the terms and conditions of this Agreement, at the Closing the Closing, Seller shall sell sell, assign, transfer, deliver and convey and deliver to Buyer, and Buyer shall purchase from purchase, the SellerAcquired Assets, free and clear of any encumbrances all of Liens other than Permitted Liens, for the right, title and interest, in, and to those assets of Seller identified on Schedule 2.1 (the “Assets”).purchase price specified in Section 2.2. 2.2

Sale and Purchase of Assets. Subject At the Closing (as defined in Section 1.10 hereof) and subject to and upon the terms and conditions of this Agreement, at the Closing the Seller shall sell assignsell, convey, transfer, convey assign and deliver or cause to Buyerbe sold, conveyed, transferred, assigned and delivered to Purchaser, and Buyer shall Purchaser will purchase from the Seller, free and clear of any all security interests, liens, claims, mortgages, debts, charges, restrictions or other encumbrances all of the right, title and interest, in, and to those assets of Seller identified on Schedule 2.1 (the “AssetsLiens”)., the Purchased Assets (as {M1108931.1 } - 2 -

Sale and Purchase of Assets. Subject to the terms and conditions of this Agreement, at the Closing the Seller shall sell will sell, assign, transfer, transfer and convey and deliver to the Buyer, and the Buyer shall purchase will purchase, acquire and accept from the Seller, free and clear of any encumbrances all Encumbrances other than Permitted Encumbrances, all of the right, title and interest, in, and to those Seller’s assets of Seller identified every kind and description (other than the Excluded Assets) on Schedule 2.1 the Closing Date (the “Purchased Assets”)., including:

Sale and Purchase of Assets. Subject to the terms and conditions of this Agreement, at the Closing (as hereinafter defined), the Seller shall sell assign, transfer, convey and deliver to Buyer, and Buyer shall purchase from the Seller, free and clear of any encumbrances all of the right, title and interest, in, and to those assets of Seller identified on Schedule 2.1 (the “Assets”).

Sale and Purchase of Assets. Subject On the Closing Date (as hereinafter defined) and subject to the terms and conditions of contained in this Agreement, at the Closing the Seller shall sell assignsell, transfer, convey assign and deliver to BuyerBuyers, and Buyer Buyers shall purchase purchase, assume and accept from the Seller, free and clear of any encumbrances all of the liens and encumbrances, all right, title and interest, in, interest in and to those all of the assets of owned by Seller identified on Schedule 2.1 (the “"Assets”")., including, but not limited to the following:

Sale and Purchase of Assets. Subject to the terms and conditions of this Agreement, at the Closing the Closing, Seller shall sell sell, assign, transfer, deliver and convey and deliver to BuyerPurchaser, and Buyer Purchaser shall purchase from purchase, the SellerAcquired Assets, free and clear of any encumbrances all of Liens other than Permitted Liens, for the right, title and interest, in, and to those assets of Seller identified on Schedule 2.1 (the “Assets”)Purchase Price specified in Section 2.2.

Sale and Purchase of Assets. Subject On the Closing Date (as hereinafter defined) and subject to the terms and conditions of contained in this Agreement, at the Closing the Seller shall sell assignsell, transfer, convey assign and deliver to Buyer, and Buyer shall purchase purchase, assume and accept from the Seller, free and clear of any encumbrances all of the liens and encumbrances, all right, title and interest, in, interest in and to those all of the following assets of owned by Seller identified on Schedule 2.1 (the “"Assets”)."):

Sale and Purchase of Assets. Subject to Upon the terms and subject to the conditions of this Agreement, at the Closing the Closing, Seller shall sell assignsell, transfer, convey and deliver assign to Buyer, and Buyer shall purchase from the Seller, free and clear of all claims, liabilities, encumbrances, liens and security interests of any encumbrances kind whatsoever, the Business as a going concern, and all of the rightSeller's rights, title and interest, intitle, and interest in and to those the following assets of Seller identified on Schedule 2.1 (the “"Assets”)."):

Sale and Purchase of Assets. Subject to the terms and conditions of this Agreement, at the Closing the Seller Closing, Sellers shall sell sell, assign, transfer, deliver and convey and deliver to Buyer, and Buyer shall purchase from the SellerAcquired Assets, free and clear of any encumbrances all Liens (other than Permitted Liens) of every kind, nature and description for the right, title and interest, in, and to those assets of Seller identified on Schedule 2.1 (the “Assets”)Purchase Price specified below in Section 2.8.

Sale and Purchase of Assets. Subject to the terms and conditions of set forth in this Agreement, at the Closing the Seller shall sell assign, transfer, convey and deliver transfer (or cause to Buyerbe sold and transferred by its Affiliates) to Purchaser, and Buyer Purchaser shall purchase from purchase, at the SellerClosing, free and clear of any encumbrances all of the Seller's and its Affiliates' right, title and interest, in, interest as of the Closing Date in and to those the following assets of Seller identified on Schedule 2.1 and properties (collectively, the “"Purchased Assets”)."):

Sale and Purchase of Assets. Subject to the terms and conditions of this Agreement, at on the Closing the Date (defined below), Seller shall sell will sell, assign, transfer, transfer and convey and deliver to BuyerBuyer or its designees, and Buyer shall purchase or its designees will purchase, acquire and accept from the Seller, free and clear of any encumbrances Encumbrances, all of the rightSeller’s rights, title and interest, in, interest in and to those the following assets of Seller identified on Schedule 2.1 (the “Purchased Assets”).):

Sale and Purchase of Assets. Subject to At the Closing, upon the terms and subject to the conditions of this Agreement, at the Closing the Seller shall sell assign, transfer, convey and deliver to Buyer, and Buyer Purchaser shall purchase from the Seller, free and clear of any encumbrances Seller shall sell, convey, assign and otherwise transfer to Purchaser, all of the Seller’s right, title and interestinterest (whether statutory, in, common law or otherwise) in and to those assets the following, in each case as in existence as of Seller identified on Schedule 2.1 the Closing but excluding the Excluded Assets (collectively, the “Acquired Assets”).):

Sale and Purchase of Assets. Subject to Upon the terms and subject to the conditions of this Agreement, at the Closing the Seller shall sell assign, transfer, convey and deliver to Buyer, and Buyer shall purchase from Seller and Seller shall sell, transfer, assign and deliver to Buyer at Closing, all of Seller's interest in and to the Sellerfollowing assets and properties (the "Assets"), free and clear of any encumbrances all of the rightEncumbrances, title and interest, in, and to those assets of Seller identified on Schedule 2.1 (the “Assets”).other than Permitted Encumbrances: