Common use of Sale and Transfer of Assets Clause in Contracts

Sale and Transfer of Assets. (a) On the terms set forth in this Agreement, at the Closing, Seller shall sell, convey, assign, transfer and deliver to Purchaser, and Purchaser shall purchase, acquire and accept from Seller, free and clear of any Encumbrances, all right, title and interest in and to the assets, properties and rights of the Business as those assets exist on Closing, other than the Retained Assets, as that term is defined in Section 2.2, (collectively, the “Acquired Assets”), including, without limitation, the following:

Sale and Transfer of Assets. (a) On ‌ Upon the terms and subject to the conditions set forth in this Agreement, at the Closing, but effective as of the Effective Time, Seller shall sell, convey, assign, transfer and deliver to PurchaserBuyer, and Purchaser Buyer shall purchase, purchase and acquire and accept from Seller, free and clear of any Encumbrances other than Permitted Encumbrances, the Business of the Facility as a going concern and all of Seller's right, title and interest in and to the assets, properties and rights of the Business as those assets exist on Closing, other than the Retained Assets, as that term is defined in Section 2.2, (collectively, the “Acquired Assets”), including, without limitation, the following:.

Sale and Transfer of Assets. (a) On the terms and subject --------------------------- to the conditions set forth in this Agreement, at the Closing, Seller shall sell, convey, assign, transfer and deliver to PurchaserBuyer, and Purchaser Buyer shall purchase, acquire and accept from Seller, good and marketable title, free and clear of any all Liens, Claims or Encumbrances, all right, title and interest in and to the assets, properties and rights of the Business as those assets exist on Closing, other than the Retained Assets set forth below ("Assets, as that term is defined in Section 2.2, (collectively, the “Acquired Assets”), including, without limitation, the following:"):

Sale and Transfer of Assets. (a) On Upon the terms and subject to the conditions set forth in this Agreement, at the ClosingClosing Seller shall, Seller shall in accordance with the Bills of Sale, sell, conveytransfer, assign, transfer convey and deliver to PurchaserBuyer, and Purchaser shall Buyer shall, in accordance with the Bills of Sale, purchase, acquire and accept from Seller, free and clear of any Encumbrances, all right, title and interest in in, to and to under the following assets, properties and rights of the Business as those assets exist on Closing, other than the Retained Assets, as that term is defined in Section 2.2Seller, (collectively, the “Acquired Transferred Assets”), including, without limitation, the followingfree and clear of all Liens:

Sale and Transfer of Assets. (a) On Subject to the terms set forth in and conditions --------------------------- of this Agreement, at the ClosingClosing (as hereinafter defined), Seller shall sell, convey, assign, transfer and deliver Buyer agrees to Purchaser, and Purchaser shall purchase, acquire and accept purchase from Seller, free and clear of any EncumbrancesSeller agrees to sell to Buyer, to the extent legally transferable, all of Seller's right, title and interest in and to the assets, properties and rights of following assets (the Business as those assets exist on Closing, other than the Retained "Assets, as that term is defined in Section 2.2, (collectively, the “Acquired Assets”), including, without limitation, the following:"):

Sale and Transfer of Assets. (a) On Upon the terms and subject to the conditions set forth in this Agreement, at the Closing, Seller shall sell, conveytransfer, assign, transfer convey and deliver to PurchaserBuyer, and Purchaser Buyer shall purchase, acquire and accept from Seller, free and clear of any Encumbrances, all right, title and interest of Seller in and to all of the assets, rights and properties and rights of Seller required for, used in, held for use in or otherwise constituting the Business as those assets exist on Closing, (other than the Retained Excluded Assets), as that term is defined in Section 2.2the same may exist immediately prior to Closing, free and clear of any and all Liens except Permitted Liens (collectively, the “Acquired Purchased Assets”), including, without limitation, including the following:

Sale and Transfer of Assets. (a) On Subject to the terms set forth in and conditions of this Agreement, at the Closing, Seller shall sell, convey, assign, transfer and deliver to Purchaser, Purchaser all the Assets set forth on Exhibit A attached hereto and Purchaser shall purchase, acquire and accept from Sellerincorporated herein by this reference (collectively referred to as the “Assets”), free and clear of any all Encumbrances, all right, title and interest in and except for the Encumbrances specifically to the assets, properties and rights of the Business as those assets exist on Closing, other than the Retained Assets, as that term is defined in Section 2.2, (collectively, the “Acquired Assets”), including, without limitation, the following:be assumed by Purchaser pursuant to Exhibit B hereto.

Sale and Transfer of Assets. (a) On Upon the terms and subject to the conditions set forth in this Agreement, at the Closing, Seller shall sell, conveytransfer, assign, transfer convey and deliver to PurchaserBuyer, free and clear of all Liens other than Permitted Liens, and Purchaser Buyer shall purchase, acquire and accept from Seller, free and clear of any Encumbrances, Seller all right, title and interest in and to the assets, properties and rights of the Business as those assets exist on Closing, other than the Retained Assets, as that term is defined in following (subject to Section 2.2, (collectively, the “Acquired Purchased Assets”), including, without limitation, the following:):

Sale and Transfer of Assets. (a) On 2.1. Upon the terms and subject to the conditions set forth in this Agreement, at the Closing, Seller shall sell, convey, assign, transfer and deliver to PurchaserBuyer, and Purchaser Buyer shall purchase, purchase and acquire and accept from Seller, free and clear of any Encumbrances other than Permitted Encumbrances, all of Seller’s worldwide right, title and interest in and to the assets, properties and rights of following assets wherever they exist throughout the Business as those assets exist on Closing, other than the Retained Assets, as that term is defined in Section 2.2, world (collectively, the “Acquired Assets”), including, without limitation, ) (but excluding the following:Excluded Assets):

Sale and Transfer of Assets. (a) On Pursuant to the terms set forth in of this Agreement, the Seller will, at the Closing, Seller shall sell, convey, assign, convey and transfer and deliver to Purchaser, and Purchaser shall purchase, acquire and accept from Seller, free and clear of any Encumbrancesall liabilities, obligations, liens, charges and encumbrances of whatsoever nature (except those expressly assumed by Purchaser pursuant to this Agreement), all right, title and interest in and to the assets, properties and rights of the following assets of Seller used in conducting the Business as those assets exist on Closing, other than the Retained Assets, as that term is defined in Section 2.2, (collectively, the “Acquired "Purchased Assets”), including, without limitation, the following:"):

Sale and Transfer of Assets. (a) On the terms set forth in this Agreement, at the Closing, Seller shall sell, convey, assign, transfer and deliver to PurchaserBuyer, and Purchaser Buyer shall purchase, acquire and accept from Seller, free and clear of any EncumbrancesLiens, except for Liens set forth in the Disclosure Schedule as continuing beyond the Closing, all right, title and interest in and to the all assets, properties and rights of the Business owned by Seller, as those assets all such assets, properties and rights exist on Closing, other than the Retained Assets, as that term is defined in Section 2.2, 2(b) (collectively, the “Acquired Assets”), including, without limitation, the following: