Common use of Assets to be Sold Clause in Contracts

Assets to be Sold. 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 Buyer, and Buyer shall purchase and acquire from Seller, free and clear of any Encumbrances other than Permitted Encumbrances, all of Seller's right, title and interest in and to all of Seller's property and assets, real, personal or mixed, tangible and intangible, of every kind and description, wherever located, including, but not limited to, the following (but excluding the Excluded Assets):

Assets to be Sold. 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 Buyer, and Buyer shall purchase and acquire from Seller, free and clear of any Encumbrances other than Permitted Encumbrances, all of Seller's ’s right, title and interest in and to all of Seller's ’s property and assets, real, personal or mixed, tangible and intangible, of every kind and description, wherever located, including, but not limited to, including the following (but excluding the Excluded Assets):

Assets to be Sold. 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 Buyer, and Buyer shall purchase and acquire from Seller, free and clear of any Encumbrances other than Permitted Encumbrances, all of Seller's right, title and interest in and to all of Seller's property and assets, realassets used in connection with or related to the Business, personal or mixed, tangible and intangible, of every kind and description, wherever located, including, but not limited to, including the following (but excluding the Excluded Assets):

Assets to be Sold. Upon the terms and subject to the conditions set forth in this Agreement, at the Closing, but effective as of the Closing Effective Time, Seller shall sell, convey, assign, transfer and deliver to Buyer, and Buyer shall purchase and acquire from Seller, free and clear of any Encumbrances other than Permitted Encumbrances, all of Seller's ’s right, title and interest in and to all of Seller's property ’s property, rights and assets, real, personal or mixed, tangible and intangible, of every kind and description, wherever located, including, but not limited to, including the following (but excluding the Excluded Assets):

Assets to be Sold. Upon the terms and subject to the conditions set forth in this Agreement, at the Closing, but effective as of the Effective Time, each Seller shall sell, convey, assign, transfer and deliver to Buyer, and Buyer shall purchase and acquire from SellerSellers, free and clear of any Encumbrances other than Permitted Encumbrances, all of Seller's Sellers’ right, title and interest in and to all of each Seller's ’s property and assets, real, personal or mixed, tangible and intangible, of every kind and description, wherever located, including, but not limited to, including the following (but excluding the Excluded Assets):

Assets to be Sold. 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 Buyer, and Buyer shall purchase and acquire from Seller, free and clear of any Encumbrances (other than Permitted Encumbrances), all of Seller's ’s right, title and interest in and to all of Seller's ’s property and assets, real, personal or mixed, tangible and intangible, of every kind and description, wherever located, includingnecessary, but not limited toassociated with or used in the Business, including the following (but excluding the Excluded Assets):

Assets to be Sold. Upon the terms and subject to the conditions set forth in this the Agreement, at the Closing, but effective as of the Effective Time, Seller shall sell, convey, assign, transfer and deliver to Buyer, and Buyer shall purchase and acquire from Seller, free and clear of any Encumbrances other than Permitted Encumbrances, all of Seller's right, title and interest in and to all of Seller's property and assets, real, personal or mixed, tangible and intangible, of every kind and description, wherever located, including, but not limited to, including the following (but excluding the Excluded Assets):

Assets to be Sold. Upon the terms and subject to the conditions set forth in this Agreement, at the Closing, but effective as of the Effective Time, Seller Sellers shall sell, convey, assign, transfer and deliver to BuyerPurchaser, free and clear of all Encumbrances other than the Permitted Encumbrances (including those set forth on Schedule 2.1), and Buyer Purchaser shall purchase and acquire from SellerSellers, free and clear of any Encumbrances other than Permitted Encumbrances, all of Seller's Sellers' right, title and interest in and to all of Seller's Sellers' property and assets, real, personal or mixed, tangible and intangible, of every kind and description, wherever located, including, but not limited to, including the following (but excluding the Excluded AssetsAssets (as defined below)):

Assets to be Sold. Upon On 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, conveytransfer, assign, transfer convey, and deliver to Buyer, and Buyer shall purchase and acquire from Seller, free and clear of any Encumbrances other than Permitted Encumbrances, all of Seller's ’s right, title title, and interest in and to all of Seller's property and the assets, properties, and rights of every nature, kind, and description, tangible and intangible (including goodwill), whether real, personal personal, or mixed, tangible whether accrued, contingent, or otherwise and intangiblewhether now existing or hereinafter acquired, relating to or used or held for use in the operation of every kind and description, wherever located, the Business including, but not limited towithout limitation, the following (but excluding the Excluded Assets):

Assets to be Sold. Upon the terms and subject to the conditions set forth Except as otherwise provided in this AgreementSection 1.2 below, at the Closing, but effective Closing (as of hereinafter defined) the Effective Time, Seller shall sell, assign, convey, assign, transfer and deliver to the Buyer, and the Buyer shall purchase and acquire from the Seller, free and clear of any Encumbrances other than Permitted Encumbrances, all of Seller's right, title and interest of the Seller in and to all the assets, properties, rights and business of Seller's property the Seller of every type and assetsdescription, real, personal or and mixed, tangible and intangible, wherever located and whether or not reflected on the books and records of every kind and descriptionthe Seller relating to or used in connection the Business (collectively, wherever locatedthe "Purchased Assets"), including, but not limited to, the following (but excluding the Excluded Assets):without limitation:

Assets to be Sold. ISSUANCE OF SELLER STOCK 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 Buyer, and Buyer shall purchase and acquire from Seller, free and clear of any Encumbrances other than Permitted Encumbrances, all of Seller's right, title and interest in and to all of Seller's property and assets, real, personal or mixed, tangible and intangible, of every kind and description, wherever located, including, but not limited to, including the following (but excluding the Excluded Assets):

Assets to be Sold. Upon Pursuant to 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 Buyer, and Buyer shall purchase and acquire from Seller, free and clear of any Encumbrances other than Permitted Encumbrances, all of Seller's ’s right, title and interest in and to all of Seller's ’s property and assets, real, personal or mixed, tangible and intangible, of every kind and description, wherever located, includingused in or forming part of the Purchased Business, but not limited to, including the following (but excluding the Excluded Assets) (hereinafter collectively referred to as the “Assets”):

Assets to be Sold. 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 BuyerBuyer Sub, and Buyer shall cause the Buyer Sub to purchase and acquire from Seller, free and clear of any Encumbrances other than Permitted Encumbrances, all of Seller's ’s right, title and interest in and to all of Seller's ’s property and assets, real, personal or mixed, tangible and intangible, of every kind and description, wherever located, including, but not limited to, including the following (but excluding the Excluded Assets):

Assets to be Sold. Upon the terms and subject to the conditions set forth in this Agreement, at the Closing, but effective as of the Effective Time, Seller the Sellers shall sell, convey, assign, transfer and deliver to Buyer, and Buyer shall purchase and acquire from Seller, free and clear of any Encumbrances other than Permitted Encumbrancesthe Sellers, all of Seller's the Sellers’ right, title and interest in and to all of Seller's the Sellers’ property and assets, real, personal or mixed, tangible and intangible, of every kind and description, wherever located, includingwhich primarily relate to the Xxxxxxx Business as currently conducted, but not limited toas a going concern, including the following (but excluding the Excluded Assets):

Assets to be Sold. 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 Buyer, and Buyer shall purchase and acquire from Seller, free and clear of any Encumbrances other than Permitted Encumbrances, all of Seller's right, title and interest in and to all of Seller's property and assets, the following real, personal or mixed, tangible and intangible, of every kind and description, wherever located, including, but not limited to, or property and assets used in or related to the Business including the following (but excluding the Excluded Assets):

Assets to be Sold. 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 Buyer, and Buyer shall purchase and acquire from Seller, free and clear of any Encumbrances other than Permitted EncumbrancesEncumbrances and the Assumed Liabilities Escrow, all of Seller's right, title and interest in and to all of Seller's property and assets, real, personal or mixed, tangible and intangible, of every kind and description, wherever located, including, but not limited to, including the following (but excluding the Real Property and other Excluded AssetsAssets referred to in Section 2.2):

Assets to be Sold. 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 Buyer, and Buyer shall purchase and acquire from Seller, free and clear of any Encumbrances other than Permitted Encumbrances, all of Seller's ’s right, title and interest in and to all of Seller's ’s property and assets, real, personal or mixed, tangible and intangible, of every kind and description, wherever located, including, including but not limited to, to the following (but excluding the Excluded Assets):

Assets to be Sold. 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 Buyer, and Buyer shall purchase and acquire from Seller, free and clear of any Encumbrances other than Permitted Encumbrances, all of Seller's ’s right, title and interest in and to all of Seller's ’s property and assets, real, personal or mixed, tangible and intangible, of every kind and description, wherever locatedlocated related to the Distillery Business, including, but not limited to, including the following (but excluding the Excluded Assets):

Assets to be Sold. Upon the terms and subject to the conditions set forth in this Agreement, at the Closing, but effective as of the Effective TimeClosing Date, Seller shall sell, convey, assign, transfer and deliver to Buyer, and Buyer shall purchase and acquire from Seller, free and clear of any Encumbrances other than Permitted Encumbrances, all of Seller's right, title and interest in and to all of Seller's property and assets, real, personal or mixed, tangible and intangible, of every kind and description, wherever located, including, but not limited to, including the following (but excluding the Excluded Assets):

Assets to be Sold. Upon the terms and subject to the conditions set forth in this Agreement, at the Closing, but effective as of the Effective Time, Seller Sellers shall sell, convey, assign, transfer and deliver to Buyer, and Buyer shall purchase and acquire from SellerSellers, free and clear of any Encumbrances other than Permitted Encumbrances, all of Seller's Sellers’ right, title and interest in and to all of Seller's Sellers’ property and assets, real, personal or mixed, tangible and intangible, of every kind and description, wherever located, includingrelating to Sellers’ Wastewater Treatment Business (including the following, but not limited to, the following (but excluding the Excluded Assets):

Assets to be Sold. 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 BuyerFAC, and Buyer FAC shall purchase and acquire from Seller, free and clear of any Encumbrances Liens (as defined herein) other than Permitted EncumbrancesEncumbrances (as defined herein), all of Seller's ’s right, title and interest in and to all of Seller's ’s property and assets, real, personal or mixed, tangible and intangible, of every kind and description, wherever located, including, but not limited to, including the following (but excluding the Excluded AssetsAssets (as defined below)):

Assets to be Sold. Upon the terms and subject to the conditions set forth in this Agreement, at the Closing, but effective as of the Effective Time, the Seller shall sell, convey, assign, transfer and deliver to BuyerBuyers and Buyers shall purchase, and Buyer shall purchase assume and acquire from the Seller, free and clear of any Encumbrances Liens other than Permitted Encumbrances, Liens all of the Seller's right, title and interest in and to all of Seller's property and assets, realthe Assets, personal or mixed, tangible and intangible, of every kind and description, wherever located, includingexcept for the Excluded Assets (the "Assets"), including but not limited to, to the following (but excluding the Excluded Assets):following:

Assets to be Sold. Upon the terms and subject to the conditions set forth in this Agreement, at the Closing, but effective as of the Effective Time, each Seller shall sell, convey, assign, transfer and deliver to Buyer, and Buyer shall purchase and acquire from such Seller, free and clear of any Encumbrances other than Permitted Encumbrances, all of such Seller's right, title and interest in and to all of such Seller's property and assets, real, personal or mixed, tangible and intangible, of every kind and description, wherever located, including, but not limited to, including the following (but excluding the Excluded Assets):

Assets to be Sold. 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 Buyer, and Buyer shall purchase and acquire from Seller, free and clear of any Encumbrances other than Permitted Encumbrances, all of Seller's right, title and interest in and to all of Seller's the property and assetsassets of the Divisions, real, personal or mixed, tangible and intangible, of every kind and description, wherever located, including, but not limited to, including the following (but excluding the Excluded Assets):