Common use of Purchase and Sale of the Purchased Assets Clause in Contracts

Purchase and Sale of the Purchased Assets. In addition to the purchase of the Equity Interests on the terms and conditions described in Section 2.1 above, upon the terms and subject to the satisfaction or waiver, if permissible under applicable Law, of the conditions set forth in Article VI hereof, at the Closing, in exchange for the payment of the Closing Payment pursuant to Section 2.8, Seller shall, and shall cause each of its relevant Subsidiaries (other than the Transferred Subsidiaries) to, sell, convey, assign, transfer and deliver to Buyer (or one of its Affiliates), and Buyer (or one of its Affiliates) shall purchase, acquire and accept from Seller and each such Subsidiary, free and clear of all Encumbrances (other than Permitted Encumbrances), all of Seller’s and such Subsidiary’s right, title and interest in and to all of the assets, properties, claims, and rights primarily related to or primarily used or held for use by Seller or any of its Affiliates (other than any such assets, property, claims and rights held by any of the Transferred Subsidiaries) in the Devices & Services Business of every kind, nature, character and description, tangible and intangible, real, personal or mixed, wherever located, including all of the assets, properties, claims and rights of the types set forth or described below, but excluding the Excluded Assets (collectively, the “Purchased Assets”):

Purchase and Sale of the Purchased Assets. In addition to the purchase of the Equity Interests on the terms and conditions described in Section 2.1 aboveExcept as otherwise provided below, upon the terms and subject to the satisfaction or waiverconditions of this Agreement, if permissible under applicable Law, of Buyer agrees to purchase from Seller and the conditions set forth in Article VI hereof, at the Closing, in exchange for the payment of the Closing Payment pursuant to Section 2.8, Seller shallRetained Subsidiaries, and shall Seller agrees to, and to cause each of its relevant the Retained Subsidiaries (other than the Transferred Subsidiaries) to, sell, convey, assigntransfer, transfer assign and deliver deliver, or cause to be sold, conveyed, transferred, assigned and delivered, to Buyer at the Closing (or one of its Affiliatesor, to the extent applicable, at the relevant Deferred Closing), and Buyer (or one of its Affiliates) shall purchase, acquire and accept from Seller and each such Subsidiary, free and clear of all Encumbrances (any Liens other than Permitted Encumbrances)Liens, all of Seller’s and such Subsidiary’s the Retained Subsidiaries’ right, title and interest in in, to and to all of under the assets, propertiesproperties and business of every kind and description, claimsowned, and rights primarily related to or primarily used or held for use primarily in the conduct of the Business by Seller or any of its Affiliates the Retained Subsidiaries (other than but excluding any such Excluded Assets and excluding any assets, property, claims properties and rights held businesses owned by any a Purchased Subsidiary) as the same shall exist as of the Transferred Subsidiaries) in the Devices & Services Business of every kind, nature, character and description, tangible and intangible, real, personal or mixed, wherever located, including all of the assets, properties, claims and rights of the types set forth or described below, but excluding the Excluded Assets relevant Effective Time (collectively, the “Purchased Assets”):), including all right, title and interest of Seller and the Retained Subsidiaries in, to and under the following Purchased Assets to the extent owned, held or used primarily in the conduct of the Business:

Purchase and Sale of the Purchased Assets. In addition Subject to the purchase of the Equity Interests on the terms and conditions described in Section 2.1 above2.06(a) or as otherwise expressly provided herein, upon the terms and subject to the satisfaction or waiverconditions of this Agreement, if permissible under applicable Law, after completion of each of the conditions transactions set forth in Article VI hereofSection 2.01, at Buyer agrees to cause the ClosingNew Operating Company (or any Additional Acquisition Entities, in exchange for as applicable) to purchase from Seller and the payment of the Closing Payment pursuant to Section 2.8, Seller shallRetained Subsidiaries, and shall Seller agrees to, and agrees to cause each of its relevant the Retained Subsidiaries (other than the Transferred Subsidiaries) to, sell, convey, assigntransfer, transfer assign and deliver to Buyer the New Operating Company (or one of its Affiliates)or more Additional Acquisition Entities, and Buyer (or one of its Affiliatesas applicable) shall purchase, acquire and accept from Seller and each such Subsidiaryat the Closing, free and clear of all Encumbrances (Liens other than Permitted Encumbrances)Liens, all of Seller’s and such Subsidiary’s the Retained Subsidiaries’ right, title and interest in in, to and to all under (including indirect and other forms of beneficial ownership) the assets, assets and properties, claimsof every kind and description, and rights primarily related to or primarily owned, used or held for use by Seller or any of its Affiliates (other than any such assets, property, claims and rights held by any primarily in the conduct of the Transferred Subsidiaries) in the Devices & Services Business of every kindBusiness, nature, character and description, tangible and intangible, whether real, personal or mixed, tangible or intangible, xxxxxx or inchoate, wherever locatedsituated, including all and whether owned, leased or licensed (but, for the avoidance of the assetsdoubt, properties, claims and rights of the types set forth or described below, but excluding the any Excluded Assets or assets and properties of any Purchased Company), all as the same shall exist on the Closing Date (collectively, the “Purchased Assets”):), including the following:

Purchase and Sale of the Purchased Assets. In addition Subject to the purchase of the Equity Interests on the terms and conditions described in Section 2.1 above2.06(a) or as otherwise expressly provided herein, upon the terms and subject to the satisfaction or waiverconditions of this Agreement, if permissible under applicable Law, after completion of each of the conditions transactions set forth in Article VI hereofSection 2.01, at Buyer agrees to purchase from Seller and the Closing, in exchange for the payment of the Closing Payment pursuant to Section 2.8, Seller shallRetained Subsidiaries, and shall Seller agrees to, and agrees to cause each of its relevant the Retained Subsidiaries (other than the Transferred Subsidiaries) to, sell, convey, assigntransfer, transfer assign and deliver to Buyer (or one of its Affiliates), and Buyer (or one of its Affiliates) shall purchase, acquire and accept from Seller and each such Subsidiaryat the Closing, free and clear of all Encumbrances (Liens other than Permitted Encumbrances)Liens, all of Seller’s and such Subsidiary’s the Retained Subsidiaries’ right, title and interest in in, to and to all under (including indirect and other forms of beneficial ownership) the assets, assets and properties, claimsof every kind and description, and rights primarily related to or primarily owned, used or held for use by Seller or any of its Affiliates (other than any such assets, property, claims and rights held by any primarily in the conduct of the Transferred Subsidiaries) in the Devices & Services Business of every kindBusiness, nature, character and description, tangible and intangible, whether real, personal or mixed, tangible or intangible, xxxxxx or inchoate, wherever locatedsituated, including and whether owned, leased or licensed (but, for the avoidance of doubt, excluding any Excluded Assets), all of as the assets, properties, claims and rights of same shall exist on the types set forth or described below, but excluding the Excluded Assets Closing Date (collectively, the “Purchased Assets”):), including the following:

Purchase and Sale of the Purchased Assets. In addition to the purchase of the Equity Interests on the terms and conditions described Except as otherwise provided below or in Section 2.1 above2.15, upon the terms and subject to the satisfaction conditions of this Agreement, Buyer agrees to purchase (or waiver, if permissible under applicable Law, cause one or more of its Subsidiaries to purchase) from Seller and the conditions set forth in Article VI hereof, at the Closing, in exchange for the payment of the Closing Payment pursuant to Section 2.8, Seller shallOther Sellers, and shall Seller agrees to, and to cause each of its relevant Subsidiaries (other than the Transferred Subsidiaries) Other Sellers to, sell, convey, assigntransfer, transfer assign and deliver deliver, or cause to be sold, conveyed, transferred, assigned and delivered, to Buyer (or one to such Subsidiary or Subsidiaries of its Affiliates)Buyer, and Buyer (or one of its Affiliatesas determined by Buyer) shall purchase, acquire and accept from Seller and each such Subsidiaryat the Closing, free and clear of all Encumbrances (any Liens other than Permitted Encumbrances)Liens, all of Seller’s and such Subsidiary’s the Retained Subsidiaries’ right, title and interest in in, to and to all of under the assets, propertiesproperties and business, claimsof every kind and description, and rights primarily related to or primarily owned, used or held for use primarily in the conduct of the Business by Seller or any of its Affiliates the Retained Subsidiaries (other than but excluding any such Excluded Assets and any assets, property, claims properties and rights held businesses owned by any a Purchased Subsidiary) as the same shall exist as of the Transferred Subsidiaries) Effective Time (or in the Devices & Services Business of every kind, nature, character and description, tangible and intangible, real, personal or mixed, wherever located, including all case of the assetsDelayed Assets, properties, claims and rights of the types set forth or described below, but excluding Delayed Transfer Effective Time) (together with the Excluded Assets (collectivelyAssigned IP, the “Purchased Assets”):), and all right, title and interest of Seller and the Retained Subsidiaries in, to and under the following Purchased Assets: