Sale and Transfer of the Assets. Subject to and upon the terms and conditions of this Agreement, on the Closing Date, Seller will sell, convey, transfer, assign and deliver (or cause to be sold, conveyed, transferred, assigned and delivered) to Buyer all of Seller’s right, title and interest in and to all of the business, properties, rights, claims and assets (except the Excluded Assets) of Seller used in the operation of the Business, wherever such assets are located (collectively, the “Assets”). The Assets include, but are not limited to, with respect to each Seller, the following:
Sale and Transfer of the Assets. Upon the terms and subject to the conditions of this Agreement, Seller agrees to sell, transfer, assign, convey and deliver to Buyer and Buyer agrees to purchase and acquire at Closing all assets or assignable rights under leases, tangible and intangible, real, personal or mixed, other than the Excluded Assets (as defined below), owned by Seller and used in the Business, including the following items (collectively, the “Assets”):
Sale and Transfer of the Assets. Subject to the terms and conditions of this Agreement, on the Closing Date, Seller and the Canadian Subsidiary will sell, convey, transfer, assign and deliver to Purchaser, and Purchaser will purchase, acquire and accept from Seller and the Canadian Subsidiary, all of Seller’s and the Canadian Subsidiary’s and their other Subsidiaries’ right, title and interest in and to all of the business, properties, rights, claims and assets (except the Excluded Assets) of Seller and the Canadian Subsidiary and their other Subsidiaries set forth in this Section 2.1 (collectively, the “Transferred Assets”), with such changes, additions or deletions therein or thereto from the date of this Agreement to the Closing Date as may be expressly permitted under this Agreement. The Transferred Assets consist of:
Sale and Transfer of the Assets. Subject to the terms and conditions of this Agreement, on the Closing Date NEC and, to the extent applicable, MagneTek, will sell, convey, transfer, assign and deliver to Buyer all of their respective right, title and interest in and to the following assets (except the Excluded Assets), to the extent that they are used exclusively in the operations of the Railroad SBU, as the same shall exist on the Closing Date (the "Assets"):
Sale and Transfer of the Assets. Subject to the terms and conditions of this Agreement, on the Closing Date, Seller and the Netherlands Subsidiary will sell, convey, transfer, assign and deliver to Purchaser, and Purchaser will purchase, acquire and accept from Seller and the Netherlands Subsidiary, all of Seller's and the Netherlands Subsidiary's right, title and interest in and to all of the business, properties, rights, claims and assets (except the Excluded Assets) of Seller and the Netherlands Subsidiary set forth in this Section 2.1 (collectively, the "Transferred Assets"), with such changes, additions or deletions therein or thereto from the date of this Agreement to the Closing Date as may be expressly permitted under this Agreement. The Transferred Assets consist of:
Sale and Transfer of the Assets. In consideration of the assumption by Buyer of liabilities as contemplated by Section 1.3, USN Corp agrees to sell, convey, transfer, assign, quitclaim and deliver to Buyer on the date hereof (the "EFFECTIVE DATE") all of its right, title and interest in and to the assets specifically set forth on Exhibit 1, as well as the following assets of USN Corp, in each case to the extent specifically and solely used by USN Corp in its operation of the Stores (collectively, the "ASSETS"):
Sale and Transfer of the Assets. Subject to the terms and conditions of this Agreement, on the Closing Date (as defined in Section 13.1), Sellers will sell, convey, assign, transfer, and deliver to Buyer, and Buyer will purchase, accept and take from Sellers, the Assets (as defined in Section 13.1), free and clear of any Encumbrances (as defined in Section 13.1)(other than the Assumed Liabilities and Permitted Encumbrances (each as defined in Section 13.1)) Sellers shall have no obligation to assist Buyer in the physical transfer of any of the Assets to another location, other than to assist any subcontractors of Buyer with the packing of the same.
Sale and Transfer of the Assets. Upon the terms and subject to the conditions of this Agreement, Seller agrees to sell, convey, transfer, assign and deliver to Buyer, and Buyer agrees to purchase and accept from Seller at the Closing (as hereinafter defined), all assets, real, personal and mixed, tangible and intangible, other than the Excluded Assets (as hereinafter defined), owned, leased or used by Seller or any affiliate thereof and associated with or employed in the operation of the Surgery Center, including, without limitation, the following items (collectively, the "Assets"): (i) leasehold title to, or interest in, the real property described in Schedule 4.12 hereto, together with all improvements, buildings, and fixtures located thereon or therein (collectively, the "Leased Premises"); (ii) all major, minor or other equipment (whether movable or attached to the Leased Premises), all computer equipment and hardware, vehicles, furniture and furnishings, including, without limitation, the equipment listed on Schedule 4.11 hereto, together with any and all rights in and to all warranties of any manufacturer or vendor with respect thereto; (iii) all inventory and supplies; (iv) current financial, patient, credentialing and personnel records (including, without limitation, all equipment records, medical/ administrative libraries, medical records, documents, catalogs, books, records, files and operating manuals); (v) the interest of Seller in all commitments, contracts, leases, and agreements outstanding in respect of the Surgery Center which are described in Schedule 4.10 hereto and specifically designated therein to be assumed by Buyer (collectively, the "Contracts"); (vi) to the extent assignable, all licenses and permits held by Seller relating to the ownership, development and operations of the Surgery Center that Buyer determines are necessary; (vii) all patents and patent applications and all logos, names, trade names, trademarks and service marks (or variations thereof) associated with the Surgery Center, including, without limitation, the name "San Jacinto Surgery Center" and all variants thereof; (viii) all computer software, programs and similar systems owned by or licensed to Seller or its affiliates or used in the operation of the Surgery Center; (ix) all insurance proceeds arising in connection with damage to the Assets occurring prior to the Closing; (x) Seller's goodwill in the Surgery Center; and (xi) Seller's interest in all property, real, personal and mixed, tangible ...
Sale and Transfer of the Assets. Subject to the terms and conditions of this Agreement, Seller Group agrees to sell, transfer, convey, and deliver to Buyer or its designated affiliates, including Acquisition Bell Hospital, LLC, a Michigan limited liability company and Bell Physician Practices, Inc., a Michigan nonprofit corporation, or such subsidiary or affiliate as the Buyer may direct, and Buyer agrees to purchase at Closing (as hereinafter defined) all of Seller Group’s right, title and interest in and to all assets of every description, whether tangible and intangible, other than the Excluded Assets (as hereinafter defined), owned or leased by Seller Group or its affiliates, and located at or held or used in connection with the Business, including the following items, except for the Excluded Assets (collectively, the “Assets”), free and clear of any and all Encumbrances (as hereinafter defined) other than Permitted Encumbrances (as hereinafter defined) and Assumed Liabilities (as hereinafter defined):
Sale and Transfer of the Assets. Subject to the terms and conditions of this Agreement, Seller agrees to sell, transfer, convey, and deliver to Buyer and Buyer agrees to purchase at Closing (as hereinafter defined) all of Seller’s right, title and interest in and to all assets of every description, whether real, personal or mixed, whether tangible and intangible, other than the Excluded Assets (as hereinafter defined), owned, leased or licensed by Seller, and located at or held or used in connection with the business or operations of the Businesses, including the following items (collectively, the “Assets”), free and clear of any and all Encumbrances (as hereinafter defined) other than Permitted Encumbrances (as hereinafter defined) and Assumed Liabilities (as hereinafter defined):
