Common use of Assets to be Transferred Clause in Contracts

Assets to be Transferred. Subject to the terms and conditions of this Agreement, on the Closing Date (as defined in Section 13 below) Company shall sell, transfer, convey, assign, and deliver to Buyer (or upon Buyer’s request, to one or more wholly-owned subsidiaries of Buyer as designated by Buyer), and Buyer shall purchase and accept, all of the business, rights, claims and assets (of every kind, nature, character and description, whether real, personal or mixed, tangible or intangible, accrued, contingent or otherwise, and wherever situated) of the Company, used, held for use or acquired or developed for use in the Business, or developed in the course of conducting the Business or by persons employed in the Business (collectively the “Purchased Assets”). The Purchased Assets shall include, but not be limited to (except as set forth below in Trade Rights), all of the following assets or rights of the Company, to the extent so used, held, acquired or developed in connection with the Business:

Assets to be Transferred. Subject to the terms and conditions of this Agreement, on the Closing Date Time (as defined in Section 13 10.1 below) ), and except as otherwise stated, the Subsidiary shall purchase, and the Company shall sell, transfer, convey, assign, and deliver to Buyer (or upon Buyer’s request, to one or more wholly-owned subsidiaries of Buyer as designated by Buyer), and Buyer shall purchase and acceptSubsidiary, all of the business, Company’s Business rights, claims and assets (of every kind, nature, character and description, whether real, personal or mixed, tangible or intangible, accrued, contingent or otherwise, and wherever situatedsituated other than the Excluded Assets specified in Section 1.2 below) of the Company, which are used, held for use or acquired or developed for use by the Company in the Business, or developed in the course of conducting the Business or by persons Persons employed by the Company in the Business (collectively the “Purchased Assets”), free and clear of any and all Liens other than those Liens set forth on Disclosure Schedule 4.5(a) . The Purchased Assets shall include, but not be limited to (except as set forth below in Trade Rights)without limitation, all of the following assets or rights of the Company, to the extent so used, held, acquired or developed in connection with the Business:

Assets to be Transferred. Subject to the terms and conditions of this Agreement, on the Closing Date (as defined in Section 13 below) Company hereinafter defined), and except as otherwise stated, Seller shall sell, transfer, convey, assign, and deliver to Buyer (or upon Buyer’s request, to one or more wholly-owned subsidiaries of Buyer as designated by Buyer), Subsidiary and Buyer shall purchase and accept, unless otherwise excluded as provided herein, all of the business, business rights, claims and assets (of every kind, nature, character and description, whether real, personal or mixed, tangible or intangible, accrued, contingent or otherwise, and wherever situated) of the CompanySeller, used, held for use or acquired or developed for use in the Business, or developed in the course of conducting the Business or by persons employed in the Business (collectively the “Purchased Assets”). The Purchased Assets shall include, but not be limited to (except as set forth below in Trade Rights), include all of the following assets or rights of the CompanySeller, to the extent so used, held, acquired or developed in connection with the Business:

Assets to be Transferred. Subject to the terms and conditions of this Agreement, on the Closing Date (as defined in Section 13 below) Company hereinafter defined), and except as otherwise stated, Seller shall sell, transfer, convey, assign, and deliver to Buyer (or upon Buyer’s 's request, to one or more wholly-owned subsidiaries of Buyer as designated by Buyer)Corp, and Buyer shall purchase and accept, unless otherwise excluded as provided herein, all of the business, rights, claims and assets (of every kind, nature, character and description, whether real, personal or mixed, tangible or intangible, accrued, contingent contingent, intellectual or otherwise, and wherever situated) of the CompanySeller, used, held for use or acquired or developed for use in the Business, or developed in the course of conducting the Business or by persons employed in the Business (collectively the “"Purchased Assets”"). The Purchased Assets shall include, but not be limited to (except as set forth below in Trade Rights)to, all of the following assets or rights of the CompanySeller, to the extent so used, held, acquired or developed in connection with the Businessdeveloped:

Assets to be Transferred. Subject to the terms and conditions of this Agreement, on the Closing Date (as defined in Section 13 below) Company hereinafter defined), and except as otherwise stated, Seller shall sell, transfer, convey, assign, and deliver to Buyer (or upon Buyer’s request, to one or more wholly-owned subsidiaries of Buyer as designated by Buyer), Subsidiary and Buyer shall purchase and accept, unless otherwise excluded as provided herein, all of the business, non-medical business rights, claims and assets (of every kind, nature, character and description, whether real, personal or mixed, tangible or intangible, accrued, contingent or otherwise, and wherever situated) of the CompanySeller, used, held for use or acquired or developed for use in the Business, or developed in the course of conducting the Business or by persons employed in the Business (collectively the “Purchased Assets”). The Purchased Assets shall include, but not be limited to (except as set forth below in Trade Rights), include all of the following assets or rights of the CompanySeller, to the extent so used, held, acquired or developed in connection with the Business:

Assets to be Transferred. Subject to the terms and conditions of this Agreement, on the Closing Date (as defined in Section 13 below) Company shall sell, transfer, convey, assign, and deliver to Buyer (or upon Buyer’s 's request, to one or more wholly-owned subsidiaries of Buyer as designated by Buyer), and Buyer shall purchase and accept, all of the business, rights, claims and assets (of every kind, nature, character and description, whether real, personal or mixed, tangible or intangible, accrued, contingent or otherwise, and wherever situated) of the Company, used, held for use or acquired or developed for use in the Business, or developed in the course of conducting the Business or by persons employed in the Business (collectively the “"Purchased Assets”"). The Purchased Assets shall include, but not be limited to (except as set forth below in Trade Rights), all of the following assets or rights of the Company, to the extent so used, held, acquired or developed in connection with the Business:

Assets to be Transferred. Subject to the terms and conditions of this Agreement, on the Closing Date Time (as defined in Section 13 10.1 below) ), and except as otherwise stated, the Subsidiary shall purchase, and the Company shall sell, transfer, convey, assign, and deliver to Buyer (or upon Buyer’s request, to one or more wholly-owned subsidiaries of Buyer as designated by Buyer), and Buyer shall purchase and acceptSubsidiary, all of the business, Company’s Business rights, claims and assets (of every kind, nature, character and description, whether real, personal or mixed, tangible or intangible, accrued, contingent or otherwise, and wherever situatedsituated other than the Excluded Assets specified in Section 1.2 below) of the Company, which are used, held for use or acquired or developed for use by the Company in the Business, or developed in the course of conducting the Business or by persons Persons employed by the Company in the Business (collectively the “Purchased Assets”), free and clear of any and all Liens other than those Liens set forth on Disclosure Schedule 4.5(a). The Purchased Assets shall include, but not be limited to (except as set forth below in Trade Rights)without limitation, all of the following assets or rights of the Company, to the extent so used, held, acquired or developed in connection with the Business: