Common use of Sale and Transfer of Assets Clause in Contracts

Sale and Transfer of Assets. Subject to and in accordance with the terms and conditions of this Agreement, at the Closing on the Closing Date (as defined below) Seller shall convey, transfer, deliver and assign to Buyer, and Buyer shall accept from Seller all of the assets, rights, privileges and interests, tangible, intangible, real, personal or mixed, and wherever located, now or hereafter owned, leased, held or used primarily in connection with the ownership, operation and management of the Business, including without limitation (collectively, the "ASSETS"):

Sale and Transfer of Assets. Subject to and in accordance with the --------------------------- terms and conditions of this Agreement, at the Closing on the Closing Date (as defined below) Date, Seller shall convey, transfer, deliver and assign to Buyer, and Buyer shall accept from Seller Seller, all of the assetsAssets, rights, privileges and interests, tangible, intangible, real, personal or mixed, and wherever located, now or hereafter owned, leased, held or used primarily except as set forth in connection with the ownership, operation and management of the Business, including without limitation (collectively, the "ASSETS"):Section 2.2

Sale and Transfer of Assets. Subject to and in accordance with the terms and conditions of this Agreement, at the Closing on the Closing Date (as defined below) Seller the Sellers, and each of them, shall sell, convey, transferassign, transfer and deliver and assign to the Buyer, and the Buyer shall purchase, acquire and accept from Seller the Sellers, all of the assetsSellers' right, rights, privileges title and interests, tangible, intangible, real, personal or mixed, and wherever located, now or hereafter owned, leased, held or used primarily interest in connection with the ownership, operation and management of the Business, including without limitation assets set forth below (collectively, the "ASSETSAssets"):

Sale and Transfer of Assets. Subject to and in accordance with the terms and conditions of this Agreement, at the Closing on the Closing Date (as defined belowbelow ) Seller shall convey, transfer, deliver and assign to Buyer, and Buyer shall accept from Seller all of the assets, rights, privileges and interests, tangible, intangible, real, personal or mixed, and wherever located, now or hereafter owned, leased, held or used primarily in connection with the ownership, operation and management of the Business, including without limitation (collectively, the "ASSETS"):

Sale and Transfer of Assets. Subject to and in accordance with the terms and conditions of this Agreement, at the Closing (as defined below) on the Closing Date (as defined below) Seller shall sell, convey, transfer, deliver and assign to Buyer, and Buyer shall accept from Seller all of the assets, rights, privileges property and interests, tangible, intangible, real, personal or mixed, and wherever located, now or hereafter owned, leased, held or used primarily in connection with the ownership, operation and management of the Business, including without limitation businesses listed on Schedule 1 (collectively, the "ASSETSAssets"):) free and clear of all of any liens, security interests, pledges, assignments, restrictions and other encumbrance of any kind or nature, including without limitation:

Sale and Transfer of Assets. Subject to and in accordance with the terms and conditions of this Agreement, at the Closing on the Closing Date (as defined below) Seller Sellers shall convey, transfer, deliver and assign to Buyer (and as among Buyer, as they shall designate to Sellers), and Buyer shall accept from Seller Sellers all of the assets, rights, privileges and interests, tangible, intangible, real, personal or mixed, and wherever located, now or hereafter owned, leased, held or used primarily in connection with the ownership, operation and management of the Business, including without limitation assets listed on Schedule 1.1 (collectively, the "ASSETS"):), including without limitation:

Sale and Transfer of Assets. Subject to and in accordance with Upon the terms and subject to the conditions of this Agreement, at the Closing on the Closing Date (as defined below) Seller shall Closing, Sellers will sell, convey, transferassign, transfer and deliver and assign to Buyer, and Buyer shall will purchase, acquire and accept from Seller Sellers, all of the their and their Affiliates' right, title and interest in and to certain and specific assets, rights, privileges properties and interests, tangible, intangible, real, personal rights used in or mixed, and wherever located, now or hereafter owned, leased, held or used primarily in connection with the ownership, operation and management of related to the Business, as set forth below, including without limitation those items directly related thereto (collectively, the "ASSETSAcquired Assets"):

Sale and Transfer of Assets. Subject to and in accordance with Upon the terms and subject to the conditions of set forth in this Agreement, at the Closing on Seller shall, in accordance with the Closing Date (as defined below) Seller shall conveyBills of Sale, sell, transfer, assign, convey and deliver and assign to Buyer, and Buyer shall shall, in accordance with the Bills of Sale, purchase, acquire and accept from Seller Seller, all of right, title and interest in, to and under the following assets, rightsproperties and rights of Seller, privileges and interests, tangible, intangible, real, personal or mixed, and wherever located, now or hereafter owned, leased, held or used primarily in connection with the ownership, operation and management of the Business, including without limitation (collectively, the "ASSETS"):“Transferred Assets”), free and clear of all Liens:

Sale and Transfer of Assets. Subject to and in accordance with (a) On the terms and conditions of set forth in this Agreement, at the Closing on the Closing Date (as defined below) Closing, Seller shall sell, convey, transferassign, transfer and deliver and assign to BuyerPurchaser, and Buyer Purchaser shall purchase, acquire and accept from Seller Seller, free and clear of any Encumbrances, all of right, title and interest in and to the assets, rights, privileges properties and interests, tangible, intangible, real, personal or mixed, and wherever located, now or hereafter owned, leased, held or used primarily in connection with the ownership, operation and management rights of the BusinessBusiness as those assets exist on Closing, including without limitation other than the Retained Assets, as that term is defined in Section 2.2, (collectively, the "ASSETS"):“Acquired Assets”), including, without limitation, the following:

Sale and Transfer of Assets. Subject to and in accordance with On the terms and subject --------------------------- to the conditions of set forth in this Agreement, at the Closing on the Closing Date (as defined below) Closing, Seller shall sell, convey, transferassign, transfer and deliver and assign to Buyer, and Buyer shall purchase, acquire and accept from Seller Seller, good and marketable title, free and clear of all of Liens, Claims or Encumbrances, to the assets, rights, privileges and interests, tangible, intangible, real, personal or mixed, and wherever located, now or hereafter owned, leased, held or used primarily in connection with the ownership, operation and management of the Business, including without limitation Assets set forth below (collectively, the "ASSETSAssets"):

Sale and Transfer of Assets. Subject to and in accordance with the terms and conditions of this Agreement, at the Closing (as defined below) on the Closing Date (as defined below) Seller shall sell, convey, transfer, deliver and assign to Buyer, and Buyer shall accept from Seller all of its interest in the assets, rights, privileges assets and interests, tangible, intangible, real, personal or mixed, and wherever located, now or hereafter owned, leased, held or used primarily in connection with the ownership, operation and management of the Business, including without limitation property listed on Schedule 1 (collectively, the "ASSETSAssets"):) free and clear of all of any liens, security interests, pledges, assignments, restrictions and other encumbrance of any kind or nature, including without limitation: