Common use of Transfer of Assets Clause in Contracts

Transfer of Assets. On the terms and subject to the conditions of this Agreement, at the Closing (as hereinafter defined), the Seller shall sell, transfer, convey and assign to the Buyer, and the Buyer shall purchase, assume, and accept from the Seller, the following assets, properties, interests in properties and rights of the Seller (the "Purchased Assets"), as the same shall exist immediately prior to the Closing, free and clear of all Claims (as defined below) (except Permitted Liens (as defined below)):

Transfer of Assets. On the terms basis of the representations, warranties, covenants and agreements and subject to the satisfaction or waiver of the conditions of set forth in this Agreement, at the Closing (as hereinafter defined)Closing, the each Seller shall sell, transferconvey, convey assign, transfer and assign deliver to the Buyer, and the Buyer shall purchase, assume, purchase and accept acquire from the each Seller, the following assets, properties, interests in properties and rights of the Seller (the "Purchased Assets"), as the same shall exist immediately prior to the Closing, free and clear of all Claims Security Interests, all of such Seller’s right, title and interest in and to all assets used by such Seller in or relating to the Business (as defined below) (except Permitted Liens (as defined belowcollectively, the “Acquired Assets”)):, including, without limitation, the following assets:

Transfer of Assets. On Upon the terms and subject to the conditions of set forth in this Agreement, at the Closing (as hereinafter defined)Closing, the Seller shall sell, transferassign, convey convey, transfer and assign deliver to the Buyer, and the Buyer shall purchase, assume, assume and accept acquire from the Seller, the following assets, properties, interests in properties and rights of the Seller (the "Purchased Assets"), as the same shall exist immediately prior to the Closing, free and clear of all Claims Encumbrances, except for the Permitted Encumbrances, all of Seller's right, title and interest in, to and under the following assets and properties, except as otherwise provided in Section 2.2, each as of the Closing Date, but only to the extent of the Seller's Interests (as defined below) (except Permitted Liens (as defined below)collectively, the "Purchased Assets"):

Transfer of Assets. (a) On the terms and subject to the conditions of set forth in this Agreement, at the Closing (as hereinafter defined)Closing, the Seller shall sell, transfer, convey and assign sell to the BuyerPurchaser, and the Buyer Purchaser shall purchase, assume, and accept purchase from the Seller, the following assetsall of Seller's rights, properties, interests title and interest in properties and rights of the Seller (the "Purchased Assets"), as the same shall exist immediately prior to the Closingthose assets set forth below, free and clear of all Claims (as defined below) (Liens except Permitted Liens Liens, but excluding the Excluded Assets (as defined below)collectively, the "Conveyed Assets"):

Transfer of Assets. On Upon the terms and subject to the conditions of set forth in this Agreement, at which is entered into simultaneously with the Closing (as hereinafter defined)of the transactions contemplated hereunder, the Seller shall sellhereby conveys, transfer, convey assigns and assign transfers to the BuyerPurchaser, and the Buyer shall purchase, assume, and accept Purchaser hereby acquires from the Seller, the following assets, properties, interests in properties and rights of the Seller (the "Purchased Assets"), as the same shall exist immediately prior to the Closing, free and clear of any Encumbrances (other than Encumbrances arising expressly under the Transferred Contracts), all Claims of Seller’s right, title and interest in and to the following assets (as defined below) (except Permitted Liens (as defined below)collectively, the “Transferred Assets”):

Transfer of Assets. On the terms and subject to the conditions of this Agreement, at on the Closing Date (as hereinafter hereafter defined), the Seller ) Sellers shall sell, transfer, convey convey, assign and assign deliver to the Buyer, and the Buyer shall purchase, assume, purchase and accept acquire from the SellerSellers, the following assets, properties, interests in properties and rights of Sellers relating to the Seller Business and the Premises (except the "Purchased Retained Assets"), as the same shall exist immediately prior to the Closing, free and clear of all Claims (as defined below) (except Permitted Liens (as defined below)hereinafter defined):

Transfer of Assets. (a) On the terms and subject to the conditions of set forth in this Agreement, at the Closing (as hereinafter defined)Closing, the Seller shall sell, transferassign, convey convey, transfer and assign deliver to the BuyerPurchaser, and the Buyer Purchaser shall purchasepurchase all of Seller's rights, assume, title and accept from the Sellerinterest in and to, the following assets, properties, interests in properties and rights of the Seller rights, wherever located (collectively, the "Purchased Conveyed Assets"), as the same shall exist immediately prior to the Closing, free and clear of all Claims (as defined below) (except Permitted Liens (as defined below)):

Transfer of Assets. On Upon the terms and subject to the conditions of set forth in this Agreement, at the Closing (as hereinafter defined)Closing, the Seller shall sell, transferassign, convey convey, transfer and assign deliver to the Buyer, and the Buyer shall purchase, assume, assume and accept acquire from the Seller, the following assets, properties, interests in properties and rights of the Seller (the "Purchased Assets"), as the same shall exist immediately prior to the Closing, free and clear of all Claims Encumbrances, except for the Permitted Encumbrances, all of Seller’s right, title and interest in, to and under the following assets and properties, except as otherwise provided in Section 2.2, each as of the Closing Date, but only to the extent of the Seller’s Interests (as defined below) (except Permitted Liens (as defined below)collectively, the “Purchased Assets”):

Transfer of Assets. On For the consideration hereinafter provided, Seller, in accordance with the terms and subject to the conditions of this Agreementhereof, shall convey, transfer and assign to Purchaser at the Closing (as hereinafter defineddefined in Section 1.2 below), the Seller and Purchaser shall sell, transfer, convey and assign to the Buyer, and the Buyer shall purchase, assume, and accept purchase from the Seller, the following assetsAssets. For purposes of this Agreement, properties, interests in properties and rights the term "Assets" shall mean all of the Seller Real Property and the Personal Property, with the exception of the following items (the "Purchased Excluded Assets"), as the same shall exist immediately prior to the Closing, free and clear of all Claims (as defined below) (except Permitted Liens (as defined below)):

Transfer of Assets. On Subject to the terms and subject to the conditions of this Agreement, at the Closing (and as hereinafter defined)of the Effective Time, the Seller shall Sellers agree to sell, transferconvey, convey assign and assign deliver to the Buyer, Purchaser and the Buyer shall purchase, assume, Purchaser agrees to purchase and accept from the SellerSellers, the following assets, properties, interests in properties and rights assets (other than any Excluded Assets) of the Seller (Business of Sellers, in each case free and clear of all liens of any kind or nature, including all right, title and interest of Sellers in and to the "Purchased Assets")following, as the same shall exist immediately prior to at the ClosingEffective Time (collectively, free and clear of all Claims (as defined below) (except Permitted Liens (as defined below)the "Assets"):

Transfer of Assets. On the terms and subject to the terms and conditions of this Agreement, at the Closing (as hereinafter defined)Closing, the Seller shall sell, grant, convey, transfer, convey assign and assign deliver to the Buyer, and the Buyer shall purchase, assume, acquire and accept from the Seller, all of the Seller's right, title and interest in, the following assets, properties, interests in properties and rights of the Seller (collectively, the "Purchased Transferred Assets"), as the same shall exist immediately prior to the Closing, ) free and clear of all Claims any Liens (as defined below) (except other than Permitted Liens (as defined below)and Liens arising from any act or omission of the Buyer):

Transfer of Assets. (a) On the terms and subject to the conditions of set forth in this Agreement, at the Closing (as hereinafter defined)Closing, the Seller shall sell, transfer, convey assign and assign transfer to the BuyerPurchaser, and the Buyer Purchaser shall purchase, assume, and accept purchase from the Seller, all of Seller’s rights, title and interest in, to and under all rights and assets associated with the following assetsProducts including, propertieswithout limitation, interests in properties and rights of those set forth below, but excluding the Seller Excluded Assets (collectively, the "Purchased “Conveyed Assets"), as the same shall exist immediately prior to the Closing, free and clear of all Claims (as defined below) (except Permitted Liens (as defined below)”):

Transfer of Assets. On the terms and subject to the conditions of this Agreement, at effective as of and contingent upon the Closing (as hereinafter defineddefined in Section 1.4(a)), the Seller shall and hereby does sell, transferconvey, convey assign, transfer and assign deliver to the Asset Buyer, and the Asset Buyer shall purchase, assume, purchase and accept acquire from the Seller, all of the Seller's right, title and interest in and to the following assets, properties, interests in properties specifically identified assets and rights of the Seller (collectively, the "Purchased Acquired Assets"), as the same shall exist immediately prior to the Closing, free and clear of all Claims (as defined below) (except Permitted Liens (as defined below)in Section 2.2(c) of the Share Purchase Agreement):

Transfer of Assets. On the terms and subject to the conditions of set forth in this Agreement, Seller shall, at the Closing (as hereinafter defined), the Seller shall sell, transfer, convey transfer and assign to the Buyer, and the Buyer shall purchase, assume, purchase and accept acquire from the Seller, the following assets, properties, interests in properties and rights of the Seller (the "Purchased Assets"), as the same shall exist immediately prior to the Closing, free and clear of all Claims liens, claims and encumbrances, except as otherwise provided herein, all of Seller’s right, title and interest, as of the Closing Date (as defined hereinafter defined), in the assets of Seller (collectively, the “Acquired Assets”) identified below) (except Permitted Liens (as defined below))::

Transfer of Assets. (a) On the terms and subject to the conditions of this Agreement, at the Closing (as hereinafter defined)Closing, the Seller shall sell, transfer, convey and assign to the Buyer, and the Buyer shall purchase, assume, purchase and accept acquire from the Seller, all of the following assets, properties, interests in properties and rights of the Seller of every kind and description, wherever located (other than the "Purchased Excluded Assets"), as the same shall exist immediately prior to the Closing, free and clear of all Claims Encumbrances (as defined below) (except other than Permitted Liens (as defined belowEncumbrances)):, including, without limitation, the following:

Transfer of Assets. On the terms and subject to the conditions of this Agreement, at the Closing (as hereinafter defined), the Seller shall sell, transfer, convey and assign to the Buyer, and the Buyer shall purchase, assume, and accept from the Seller, the following assets, properties, interests in properties and rights of the Seller (the "Purchased Assets"), as the same shall exist immediately prior to the Closing, free and clear of all Claims (as defined below) (except Permitted Liens (as defined belowhereinafter defined)):

Transfer of Assets. On the terms and subject to the conditions of this Agreement, at the Closing (as hereinafter defined)Closing, the Seller shall sell, assign, transfer, convey and assign deliver to the BuyerPurchaser (or to any Subsidiary of Purchaser to whom such right is assigned), and the Buyer Purchaser shall purchase, assume, and accept purchase from the Seller, all of Seller's right, title and interest in, under and to all of the following assets, properties, interests in properties and rights of every kind, nature and description, tangible or intangible, real or personal, and the Seller goodwill of and relating to the Business (the "Purchased AssetsASSETS"), as including, but not limited to, the same shall exist immediately prior to the Closing, free and clear of all Claims (as defined below) (except Permitted Liens (as defined below)):following:

Transfer of Assets. (a) On the terms and subject to the conditions of set forth in this Agreement, at the Closing (as hereinafter defined)Closing, the Seller shall sell, transferassign, convey convey, transfer and assign deliver to the BuyerPurchaser, and the Buyer Purchaser shall purchasepurchase all of Seller’s rights, assume, title and accept from the Sellerinterest in and to, the following assets, properties, interests in properties and rights of rights, wherever located (collectively, the Seller (the "Purchased “Conveyed Assets"), as the same shall exist immediately prior to the Closing, free and clear of all Claims (as defined below) (except Permitted Liens (as defined below)”):

Transfer of Assets. On Pursuant to the terms and subject to the ------------------ conditions of this Agreement, in exchange for the consideration set forth in Section 2.2 below, at the Closing (as hereinafter defined)Closing, the Seller shall sell, convey, transfer, convey assign and assign deliver to the Buyer, and the Buyer shall purchase, assume, and accept purchase from the Seller, the following assets, properties, interests in properties and rights of the Seller (the "Purchased Assets"), as the same shall exist immediately prior to the Closing, free and clear of all Claims (as defined below) (except Permitted Liens (as defined below)):Encumbrances, and assume the Assumed Liabilities.

Transfer of Assets. On Upon the terms and subject to the conditions of this Agreementset forth in the Transaction Documents, at the Closing (as hereinafter defined)Closing, the Seller shall sell, assign, convey, transfer, convey and assign deliver to the Buyer, and the Buyer shall purchase, assumeassume and acquire from Seller, all of Seller's right, title, and accept from the Sellerinterest in, to, and under the following assetsassets and properties except to the extent that such assets are Excluded Assets (collectively, properties, interests in properties and rights of the Seller (the "Purchased Assets"), as the same shall exist immediately prior to the Closing, free and clear of all Claims (as defined below) (except Permitted Liens (as defined below)):

Transfer of Assets. On the terms and subject to the conditions of set forth in this Agreement, at the Closing (as hereinafter defined), the Seller shall sell, transferconvey, convey assign, transfer and assign deliver to the Buyer, and the Buyer shall purchase, assume, purchase and accept acquire from the Seller, the following assets, properties, interests in properties and rights Seller all of the Seller assets listed on Exhibit A hereto (the "Purchased Assets"), as the same shall exist immediately prior to the Closing, free and clear of all Claims (as defined below) (except Permitted Liens (as defined below)):.

Transfer of Assets. On the terms Upon and subject to the terms and conditions of set forth in this Agreement, at the Closing (as hereinafter defined)Closing, the Seller shall sell, transferconvey, convey assign, transfer and assign deliver to the Buyer, and the Buyer shall purchase, assume, purchase and accept acquire from the Seller, all of Seller’s right, title and interest in and to the following assets, properties, interests in properties and rights of the Seller (the "Purchased “Acquired Assets"”), as excluding, however, the same shall exist immediately prior to the Closing, free and clear of all Claims (as defined below) (except Permitted Liens (as defined below)):Excluded Assets: