Common use of The Acquisition Clause in Contracts

The Acquisition. On the Closing Date, and at the Closing Time, subject in all instances to each of the terms, conditions, provisions and limitations contained in this Agreement, MDM shall sell, transfer, convey, and assign to Muex, xy instruments satisfactory in form and substance to Muex xxd its counsel, and subject to the Assumed Liabilities, and only those Liabilities and no others, in exchange for the consideration. MDM represents that the assets included on Exhibit A hereto are all the assets reasonably necessary for the conduct of the Acquired Business in the ordinary course in the same manner as that in which such business has been conducted in the immediate past, including, without limitation, all Proprietary Rights of MDM so used in the ordinary conduct of the Acquired Business and all contract, warranty, and other intangible rights relating to or arising out of such Acquired Business. Neither Muex xxr any of its Affiliates is assuming, becoming liable for, agreeing to discharge or in any manner becoming in any way responsible for any of the Liabilities of MDM other than those expressly identified on Exhibit C and accepted by Muex xx this Section 2.1.

The Acquisition. On the Closing Date, and at the Closing Time, subject in all instances to each of the terms, conditions, provisions and limitations contained in this Agreement, MDM SpeechPhone shall sell, transfer, convey, and assign to Muex, xy instruments satisfactory in form and substance to Muex xxd its counsel, and subject to the Assumed Liabilities, and only those Liabilities and no others, in exchange for the consideration. MDM SpeechPhone represents that the assets included on Exhibit A hereto are all the assets reasonably necessary for the conduct of the Acquired Business in the ordinary course in the same manner as that in which such business has been conducted in the immediate past, including, without limitation, all Proprietary Rights of MDM SpeechPhone so used in the ordinary conduct of the Acquired Business and all contract, warranty, and other intangible rights relating to or arising out of such Acquired Business. Neither Muex xxr any of its Affiliates is assuming, becoming liable for, agreeing to discharge or in any manner becoming in any way responsible for any of the Liabilities of MDM SpeechPhone other than those expressly identified on Exhibit C and accepted by Muex xx this Section 2.1.

The Acquisition. On the Closing Date, and at the Closing Time, subject in all instances to each of the terms, conditions, provisions and limitations contained in this Agreement, MDM Voiceassist shall sell, transfer, convey, and assign to MuexXxxx, xy by instruments satisfactory in form and substance to Muex xxd Xxxx and its counsel, and subject to the Assumed Liabilities, and only those Liabilities and no others, in exchange for the consideration. MDM Voiceassist represents that the assets included on Exhibit A hereto are all the assets reasonably necessary for the conduct of the Acquired Business in the ordinary course in the same manner as that in which such business has been conducted in the immediate past, including, without limitation, all Proprietary Rights of MDM Voiceassist so used in the ordinary conduct of the Acquired Business and all contract, warranty, and other intangible rights relating to or arising out of such Acquired Business. Neither Muex xxr Xxxx nor any of its Affiliates is assuming, becoming liable for, agreeing to discharge or in any manner becoming in any way responsible for any of the Liabilities of MDM Voiceassist other than those expressly identified on Exhibit C and accepted by Muex xx Xxxx in this Section 2.1.

The Acquisition. On the Closing Date, and at the Closing Time, subject in all instances to each of the terms, conditions, provisions and limitations contained in this Agreement, MDM SpeechCard shall sell, transfer, convey, and assign to Muex, xy instruments satisfactory in form and substance to Muex xxd its counsel, and subject to the Assumed Liabilities, and only those Liabilities and no others, in exchange for the consideration. MDM SpeechCard represents that the assets included on Exhibit A hereto are all the assets reasonably necessary for the conduct of the Acquired Business in the ordinary course in the same manner as that in which such business has been conducted in the immediate past, including, without limitation, all Proprietary Rights of MDM SpeechCard so used in the ordinary conduct of the Acquired Business and all contract, warranty, and other intangible rights relating to or arising out of such Acquired Business. Neither Muex xxr any of its Affiliates is assuming, becoming liable for, agreeing to discharge or in any manner becoming in any way responsible for any of the Liabilities of MDM SpeechCard other than those expressly identified on Exhibit C and accepted by Muex xx this Section 2.1.