Sale, Purchase and Assumption at the First Closing Sample Clauses

Sale, Purchase and Assumption at the First Closing. Upon the terms and subject to the conditions of this Agreement, at the First Closing: (a) the Seller Parent shall, and shall cause the other Sellers to, sell, transfer, assign, convey and deliver to the Buyer Parent (through the Buyers), and the Buyer Parent shall, and shall cause the other Buyers to, purchase, acquire and accept from the Sellers, all of the Sellers’ right, title and interest in and to the First Closing Transferred Assets (in each case, excluding the First Closing Excluded Assets) and such other assets or rights acquired, or to be acquired, by Buyer Parent or any of its Affiliates pursuant to the Transaction Agreements (other than Second Closing Transferred Assets), including any assets or rights for which the Deferred Revenue Amount is determined to be paid under Section 2.13(b), as more specifically detailed in the entity-to-entity asset and liability transfer plan to be mutually agreed upon by the Parties prior to the First Closing, which plan shall detail which Sellers will transfer which categories of First Closing Transferred Assets (and/or such other assets or rights) and First Closing Assumed Liabilities to which Buyers (the “Entity-to-Entity Asset and Liability Transfer Plan”); and (b) the Buyer Parent (through the Buyers) shall assume from the Sellers the First Closing Assumed Liabilities (in each case, excluding the Retained Liabilities) as more specifically detailed in the Entity-to-Entity Asset and Liability Transfer Plan.