Common use of Purchased Assets Clause in Contracts

Purchased Assets. Subject to the terms and conditions of this Agreement, at the Closing, each Seller shall sell, convey, assign, transfer and deliver to the Buyer, and the Buyer shall purchase, free and clear of all Encumbrances, all right, title and interest of such Seller in and to the following Assets (collectively, the “Purchased Assets”):

Purchased Assets. Subject to the terms and conditions provisions of this Agreement, at the Closing, each Closing Seller shall agrees to sell, convey, assign, transfer and deliver assign to the Buyer, and the Buyer shall purchaseagrees to purchase from Seller, free and clear of all any Encumbrances, all of Seller’s right, title and interest of such Seller in and to the following Assets properties, assets and rights (collectively, the “Purchased Assets”):

Purchased Assets. Subject to the terms and conditions of this Agreement, at the Closing, each Seller shall sell, convey, assigntransfer, transfer assign and deliver to the BuyerPurchaser, and the Buyer Purchaser shall purchasepurchase and acquire from Seller, free and clear of all EncumbrancesEncumbrances other than the Assumed Liabilities, all of Seller’s right, title and interest of such Seller in and to all of the following Assets (collectively, the “Purchased Assets”):

Purchased Assets. Subject to Upon the terms and subject to the conditions of set forth in this Agreement, Agreement at the Closing, each the Seller shall will sell, convey, assigntransfer, transfer assign and deliver to the BuyerPurchaser, and the Buyer shall purchasePurchaser will purchase from the Seller, all of the rights, title and interests of the Seller into and under all of the assets that are used or useful in connection with the Business (other than the Excluded Assets (as defined below)), including, without limitation, the following assets, free and clear of all Encumbrances, all right, title and interest of such Seller in and to the following Assets Liens (collectively, the “Purchased Assets”):

Purchased Assets. Subject to On the terms and subject to the conditions of set forth in this Agreement, at the Closing, Closing each Seller shall of the Sellers agrees to sell, convey, assign, transfer and deliver assign to the Buyer, and the Buyer shall purchase, free purchase and clear of all Encumbrancesreceive, all of Sellers’ right, title and interest of such Seller in and to the following Assets (collectively, the “Purchased Assets”):

Purchased Assets. Subject to the terms and conditions of this Agreement, on the Closing Date and at the Closing, each Seller shall sell, convey, assign, transfer and deliver convey to the BuyerPurchaser, and the Buyer Purchaser shall purchase, free acquire and clear of all Encumbrancesaccept from Seller, all of the Seller’s right, title and interest of such Seller in and to the following Assets assets (collectively, the “Purchased Assets”):

Purchased Assets. Subject to the terms and conditions of this ---------------- Agreement, at the Closing, each Seller shall sell, convey, assign, transfer transfer, convey and deliver (or cause to the Buyerbe sold, assigned, transferred, conveyed and the Buyer delivered) to Purchaser and Purchaser shall purchasepurchase and accept from Seller, free and clear of all Encumbrances, all right, title and interest of such Seller in and to all of the following Assets (collectively, the “"Purchased Assets”):"): ----------------

Purchased Assets. Subject to the terms and conditions of this Agreement, at the Closing, each Seller shall sell, convey, assign, transfer transfer, convey and deliver to the BuyerPurchaser (or cause to be sold, assigned, transferred, conveyed and the Buyer delivered to Purchaser) and Purchaser shall purchasepurchase and acquire from Seller, free and clear of all Encumbrances, all right, title and interest of such Seller in and to all of the following Assets (collectively, the “Purchased Assets”"PURCHASED ASSETS"):

Purchased Assets. Subject to On the terms and subject to the conditions of set forth in this Agreement, at the ClosingClosing the Seller agrees to sell, each Seller shall selltransfer, convey, assign, transfer assign and deliver to the Buyer, and the Buyer shall purchasepurchase and receive from Seller, free and clear of all Encumbrances, all right, title and interest of such Seller in and to the following Assets (collectively, the “Purchased Assets”):

Purchased Assets. Subject to Upon the terms and subject to the conditions of this Agreement, at the Closing, each Seller shall sell, conveytransfer, assign, transfer convey and deliver to the Buyer, and the Buyer shall purchasepurchase from Seller, free and clear of all EncumbrancesLiens other than Permitted Liens, all of the right, title and interest of such that Seller possesses in and to all of the following Assets assets and properties (collectively, the “Purchased Assets”):

Purchased Assets. Subject to the terms and conditions of this Agreement, at the Closing, each Seller the Company shall sell, convey, assigntransfer, transfer assign and deliver to the Buyer, and the Buyer shall purchasepurchase and acquire from the Company, free and clear of all EncumbrancesLiens, all of the Company’s right, title and interest of such Seller in and to all of the following Assets (collectively, the “Purchased Assets”):

Purchased Assets. Subject to the terms and conditions of contained in this Agreement, at the ClosingClosing the Buyer shall purchase, each accept and acquire from the Seller, and the Seller shall sell, convey, assign, transfer and deliver to the Buyer, and all of the Buyer shall purchase, free and clear of all Encumbrances, all Seller’s right, title and interest of such Seller immediately prior to the Closing in and to the Facilities and the following described properties and assets, including all properties and assets necessary to conduct the Business, except to the extent that such properties and assets are Excluded Assets (collectively, the “Purchased Assets”):

Purchased Assets. Subject to the terms and conditions of this Agreement, on the Closing Date and at the Closing, each Seller shall sell, convey, assign, transfer transfer, convey and deliver to the BuyerPurchaser, and the Buyer Purchaser shall purchase, free acquire and clear of all Encumbrancesaccept from the Sellers, all of the Sellers’ right, title and interest of such Seller in and to the following assets, properties, privileges and interests as of the Closing, wherever located, but excluding the Excluded Assets (collectively, the “Purchased Assets”):

Purchased Assets. Subject to the terms and conditions of this Agreement, at the Closing, each Seller shall sell, convey, assigntransfer, transfer assign and deliver to the BuyerPurchaser, and the Buyer Purchaser shall purchase, free and clear of all Encumbrancespurchase from Seller, all of Seller’s transferrable right, title and interest of such Seller in and to all of the following Assets assets set forth below (collectively, the “Purchased Assets”):

Purchased Assets. Subject to the terms and conditions of this ---------------- Agreement, at the Closing, each Seller shall sell, convey, assign, transfer transfer, convey and deliver to the BuyerPurchaser (or cause to be sold, assigned, transferred, conveyed and the Buyer delivered to Purchaser) and Purchaser shall purchasepurchase and acquire from Seller, free and clear of all Encumbrances, all right, title and interest of such Seller in and to all of the following Assets (collectively, the “"Purchased Assets”"):

Purchased Assets. Subject to At the Closing, on the terms and subject to the conditions of set forth in this Agreement, at the Closing, each Seller shall sell, conveytransfer, assign, transfer assign and deliver to the Buyer, and the Buyer shall purchase, Purchaser free and clear of all EncumbrancesLiens, and Purchaser shall purchase and acquire, all of Seller's right, title and interest of such Seller in in, to and to under only the following Assets of Seller (collectively, the “"Purchased Assets”"):

Purchased Assets. Subject to the terms and conditions of this Agreement, at the Closing, each Seller shall sellhereby sells, conveytransfers, assignconveys, transfer assigns and deliver delivers to the BuyerPurchaser, and the Buyer shall purchase, free and clear of all EncumbrancesPurchaser hereby purchases from Seller, all of Seller’s right, title and interest of such Seller in in, to and to under the following Assets assets, properties, goodwill and rights of Seller used in the conduct of the Business (collectively, the “Purchased Assets”):

Purchased Assets. Subject to the terms and conditions of this Agreement, at the ClosingClosing (hereinafter defined), each Seller shall the Sellers agree to and will sell, conveytransfer, assign, transfer assign and deliver to the Buyer, Purchaser and the Buyer shall Purchaser agrees to and will purchase, free all assets of the Sellers of every nature and clear of all Encumbranceskind, all right, title and interest of such Seller in and to other than the following Excluded Assets (collectivelyas hereinafter defined), as they exist at the “Effective Date, which assets are hereinafter collectively referred to as the "Purchased Assets”):" and include the following, without limitation:

Purchased Assets. Subject to the terms and conditions of this Agreement, Sellers shall, at the Closing, each Seller shall sell, convey, assign, transfer and deliver convey to the Buyer, and the Buyer shall purchase, free then purchase and clear of all Encumbrancesacquire from Sellers, all of Sellers' right, title and interest of such Seller in and to the following Assets (collectively, the “Purchased Assets”):to:

Purchased Assets. Subject to On the terms and subject to the conditions of set forth in this Agreement, at the Closing, each Seller shall will sell, convey, assign, transfer transfer, convey and deliver to the BuyerPurchaser, and the Buyer shall Purchaser will purchase, free acquire and clear of all Encumbrancesaccept from Seller, all rightof the tangible and intangible assets of Seller used or held for use in the Business, title and interest other than the Excluded Assets, including the assets of such Seller in and to the following Assets set forth on Schedule 1.1 (collectively, the “Purchased Assets”):), free and clear of all Encumbrances.

Purchased Assets. Subject to the terms and conditions of this Agreement, at the Closing, each Seller shall sell, transfer, convey, assign, transfer assign and deliver to the Buyer, and the Buyer shall purchase, free and clear of all Encumbrancespurchase from Seller, all of Seller's right, title and interest of such Seller in and to the following Assets assets listed on Exhibit 1.1 (collectively, the “"Purchased Assets”):") (but excluding the Excluded Assets).

Purchased Assets. Subject to On the terms and subject to the conditions of contained in this Agreement, at the ClosingClosing (as defined below), each Seller shall sell, transfer, convey, assign, transfer and deliver to the Buyer, and the Buyer shall purchasepurchase from Seller, free and clear of all EncumbrancesLiens, other than Permitted Liens, all right, title title, and interest of such Seller in and to the following Assets assets and rights of Seller (collectively, the “Purchased Assets”):

Purchased Assets. Subject to On the terms and subject to the conditions of set forth in this Agreement, at the Closing, each the Seller shall sell, convey, assign, transfer and deliver to the Buyer, and the Buyer shall purchase, free and clear of all Encumbrancesliens, hypothecations, mortgages, charges, security interests, pledges and other encumbrances and claims of any nature (“Liens”), and the Buyer shall purchase from the Seller, all of the Seller’s right, title and interest of such Seller in and to the following Assets assets (collectively, the “Purchased Assets”):

Purchased Assets. Subject to the terms and conditions of set forth in this Agreement, at the Closing, each Seller shall sell, conveytransfer, assign, transfer convey and deliver to the Buyer, and the Buyer shall purchasepurchase and accept from such Seller, free and clear of any and all EncumbrancesLiens, all of such Seller’s right, title and interest of such Seller in and to all of the following Assets assets and properties necessary for, used in or held for use in the conduct of the Business, including, without limitation, as described in this Section 2.1 (collectively, the “Purchased Assets”):

Purchased Assets. Subject to the terms and conditions of this Agreement, Seller shall sell, transfer, convey, assign and deliver to Purchaser at the Closing, each Seller and Purchaser shall sell, convey, assign, transfer purchase and deliver to the Buyer, and the Buyer shall purchaseacquire from Seller, free and clear of all EncumbrancesEncumbrances (other than the Assumed Liabilities), all right, title and interest of such Seller in and to at the Closing the following Assets assets of the Business (collectively, the “Purchased Assets”):

Purchased Assets. Subject to Upon the terms and subject to the conditions of set forth in this Agreement, at the Closing, each Seller shall sell, convey, assign, transfer and deliver assign to the Buyer, and the Buyer shall purchase, free and clear of all Encumbrances, and Buyer shall purchase and acquire from Seller all of Seller's right, title and interest in, to and under all of such the assets, properties and rights of every kind and nature (other than the Excluded Assets) of Seller in and to the following Assets (collectively, the “"Purchased Assets”):"), including all of Seller's right, title and interest in and to any of the following:

Purchased Assets. Subject to the terms and conditions of this Agreement, at the Closing, each Seller shall sell, convey, assigntransfer, transfer assign and deliver to the BuyerPurchaser, and the Buyer Purchaser shall purchasepurchase and acquire from Seller, free and clear of all Encumbrances (other than the Assumed Liabilities and Permitted Encumbrances, and those arising under the Transferred Agreements), all of Seller’s right, title and interest of such Seller in and to all of the following Assets (collectively, the “Purchased Assets”):

Purchased Assets. Subject to the terms and conditions of set forth in this Agreement, and in reliance upon the representations, warranties, covenants and agreements of the Parties herein, at the Closing, each the Seller shall will sell, convey, assign, transfer transfer, convey and deliver to the Buyer, and the Buyer shall purchasepurchase and acquire from the Seller, good and valid title to the following, free and clear of all any Encumbrances, all right, title and interest of such Seller in and to the following Assets (collectively, the “Purchased Assets”):except Permitted Encumbrances:

Purchased Assets. Subject to the terms and conditions of this Agreement, at the Closing, each Seller shall to, sell, convey, assigntransfer, transfer assign and deliver to the BuyerPurchaser, and the Buyer Purchaser shall purchase, free purchase and clear acquire from Seller all of all Encumbrances, all Seller’s right, title and interest of such Seller in and to all of the following Assets (collectively, the “Purchased Assets”):

Purchased Assets. Subject to At the terms and conditions Closing (as defined in Section 3.2 hereof) of the transactions contemplated by this Agreement, at the Closing, each Seller shall sell, conveytransfer, assign, transfer convey and deliver to the Buyer, and the Buyer shall purchase, free and clear of all Encumbrancespurchase from Seller, all right, title and interest of such Seller in and to the following Assets (collectively, the “"Purchased Assets”):," which consist of the following:

Purchased Assets. Subject to (a) On the terms and subject to the conditions of this Agreement, at the Closing, each Seller shall sell, convey, assign, transfer and deliver convey to the Buyer, and the Buyer shall purchase, free and clear of all Encumbrancespurchase from Seller, all of Seller’s right, title and interest of such Seller in and to the following Assets assets of Seller (collectively, the “Purchased Assets”):

Purchased Assets. Subject to Upon the terms and subject to the conditions of set forth in this Agreement, Agreement at the Closing, each the Seller shall will sell, convey, assigntransfer, transfer assign and deliver to the BuyerPurchaser, and the Buyer shall purchase, free and clear of all EncumbrancesPurchaser will purchase from the Seller, all rightof the rights, title and interest of such Seller interests in and to the following Assets THREE (collectively, 3) Distributor Positions (as described in Exhibit A) (the “"Purchased Assets”):").

Purchased Assets. (a) Subject to the terms and conditions of this Agreement, at the Closing, each Seller shall Sellers will sell, grant, convey, assign, transfer and deliver assign to the Buyer, and Buyer will purchase, acquire and receive the Buyer shall purchasefollowing assets, free and clear of all Encumbrances (except for the Permitted Encumbrances, all right, title and interest of such Seller in and to the following Assets ) (collectively, collectively the “Purchased Assets”):

Purchased Assets. Subject At Closing, subject to the terms and conditions of this Agreementcontained herein, at the Closing, each Seller shall sell, conveytransfer, assign, transfer convey and deliver to the Buyer, and the Buyer shall purchase, accept and acquire, all of the following assets (collectively referred to herein as the “Purchased Assets”), free and clear of all Encumbrances other than the Permitted Encumbrances, all right, title and interest of such Seller in and to the following Assets (collectively, the “Purchased Assets”)::

Purchased Assets. Subject to the terms and conditions of this Agreement, at the ClosingClosing (as defined in Section 2.10 below), each Seller shall sell, convey, assigntransfer, transfer assign and deliver to the Buyer, and the Buyer shall purchasepurchase and acquire from Seller, free and clear of all EncumbrancesEncumbrances other than the Assumed Liabilities, all of Seller’s right, title and interest of such Seller in and to all of the following Assets (collectively, the “Purchased Assets”):

Purchased Assets. Subject to Upon the terms and conditions of set forth in this Agreement, at the Closing, each Seller shall sell, convey, assign, transfer and deliver to the Buyer, and the Buyer shall purchase, free purchase and clear of all Encumbrancesacquire from Seller, all right, title and interest of such Seller in and to all of the following Assets assets, properties and rights (collectively, the “Purchased Assets”):), free and clear of all Encumbrances other than Permitted Encumbrances:

Purchased Assets. Subject to the terms and conditions of this Agreement, at the Closing, each Seller shall sell, transfer, convey, assign, transfer assign and deliver to the Buyer, and the Buyer Bxxxx shall purchase, free and clear of all Encumbrancespurchase from Seller, all of Seller’s right, title and interest in all of such Seller in and to the following Assets (collectively, the “Purchased Assets”):.

Purchased Assets. Subject to the terms and conditions of set forth in this Agreement, Seller hereby agrees that at the ClosingClosing (as defined in Section 3.1, each Seller below) it shall sell, transfer, convey, assign, transfer and deliver assign to Buyer and Buyer hereby agrees at the Buyer, Closing to purchase and the Buyer shall purchaseaccept from Seller, free and clear of all Encumbrancesmortgages, all rightliens, title security interests, pledges and interest of such Seller in and to encumbrances, the following Assets assets (collectively, the “"Purchased Assets”"):

Purchased Assets. Subject to At the Closing, on the terms and subject to the conditions of set forth in this Agreement, at the Closing, each Seller shall agrees to sell, convey, assigntransfer, transfer assign and deliver to the Buyer, and the Buyer shall purchase, free and clear of all EncumbrancesLiens (other than Permitted Liens), and Buyer shall purchase from Seller, all of Seller’s right, title and interest in and of such Seller every kind and nature (including indirect and other forms of beneficial ownership) in and to the following Assets (collectively, the “Purchased Assets”):

Purchased Assets. Subject to the terms and conditions of this Agreement, at the Closing, each Seller shall sell, transfer, convey, assign, transfer assign and deliver to the Buyer, and the Buyer shall purchase, free and clear of all Encumbrancespurchase from Seller, all of Seller’s right, title and interest of such Seller in and to the following Assets (Purchased Assets. For purposes of this Agreement, the term “Purchased Assets” shall mean, individually and collectively, the “Purchased Assets”):following:

Purchased Assets. Subject to the terms and conditions of this Agreement, at the Closing, each Seller shall sell, transfer, convey, assign, transfer assign and deliver to the BuyerPurchaser, and the Buyer Purchaser shall purchasepurchase from Seller, free and clear of all Encumbrances, all of Seller' s right, title and interest of such Seller in in, to and to under only the following Assets assets, properties, goodwill and rights of Seller reasonably necessary to conduct the Business consistent with past practices (other than the Excluded Assets) (collectively, the “"Purchased Assets”"):

Purchased Assets. Subject to At the Closing, upon the terms and subject to the satisfaction of the conditions of contained in this Agreement, at the Closing, each Seller shall will sell, conveytransfer, assign, transfer convey and deliver to the Buyer, and the Buyer shall purchasewill purchase and acquire from Seller, free and clear of all EncumbrancesLiens, all of Seller's right, title and interest of such in, to and under the personal property, tangible or intangible, owned by Seller in and to constituting the following Assets (collectively, the “Purchased Assets”):, including the following:

Purchased Assets. Subject to and upon the terms and conditions of set forth in this Agreement, at the Closing, each Seller shall sell, convey, assign, transfer transfer, convey and deliver to the BuyerPurchaser, and the Buyer Purchaser shall purchasepurchase and acquire from Seller, free and clear of all Encumbrances, all right, title and interest of such Seller in and to the following Assets assets, properties, rights and interests of the Business (collectively, the “"Purchased Assets”"), as the same shall exist on the Closing Date (as defined in Section 2.1 herein):

Purchased Assets. Subject to Upon the terms and subject to the conditions of this Agreement, at on the ClosingClosing Date, each Seller shall sell, conveytransfer, assign, transfer convey and deliver to the Buyer, and the Buyer shall purchasepurchase from Seller, free and clear of all EncumbrancesLiens, all right, title and interest of such Seller in and to the following Assets assets of Seller (collectively, the “"Purchased Assets”"):

Purchased Assets. Subject to At the terms and conditions of this Agreement, at the Closing, each Closing Seller shall will sell, convey, assigntransfer, transfer grant, assign and deliver to the Buyer, Purchaser and the Buyer Purchaser shall purchase, accept and receive from Seller, on the terms and subject to the conditions set forth in this Agreement, including the provisions of Section 2.06, free and clear of all Encumbrancesany Lien of any kind whatsoever other than the Permitted Exceptions, all right, title and interest of such Seller in and to the following Assets assets (collectively, the “Purchased AssetsProperty”):

Purchased Assets. Subject to Upon the terms and subject to the conditions ---------------- of this Agreement, at on the ClosingClosing Date, each Seller shall sell, conveytransfer, assign, transfer convey and deliver to the Buyer, and the Buyer shall purchase, purchase from Seller free and clear of all EncumbrancesEncumbrances (except for liabilities which Buyer assumes herein), all right, title and interest the following assets of such Seller in and related to the following Assets Division (collectively, herein collectively called the “"Purchased Assets”):"): ----------------

Purchased Assets. Subject to the terms and conditions of this Agreement, and based upon the representations and warranties contained in this Agreement, at the Closing, each Seller shall sell, convey, assign, transfer sell and deliver convey to the Buyer, and the Buyer shall purchase, free and clear of all Encumbrances, and Buyer shall purchase from Seller, all of Seller’s right, title and interest of such Seller in and to the following Assets assets identified in this Section 2.1 (collectively, the “Purchased Assets”):), including, the following:

Purchased Assets. (a) Subject to the terms and conditions of this Agreement, at the Closing, each Seller shall sell, transfer, convey, assign, transfer assign and deliver to the Buyer, and the Buyer shall purchase, acquire and accept from Seller, free and clear of all Encumbrances other than Permitted Encumbrances, all of Seller’s right, title and interest interest, as of such Seller the Closing, in and to the following Assets (collectively, the “Purchased Assets”):.

Purchased Assets. Subject to the terms and conditions of this Agreement, on the Closing Date and at the Closing, each Seller shall, and shall cause the other Seller Entities to, sell, convey, assign, transfer and deliver convey to the BuyerDesignated Purchasers, and the Buyer Designated Purchasers shall purchase, acquire and accept from the Seller Entities, free and clear of all Encumbrances, all of the Seller Entities’ right, title and interest as of such Seller the Closing in and to the following Assets (collectively, the “Purchased Assets”):

Purchased Assets. Subject to (a) Upon the terms and subject to the conditions of this Agreement, at the Closing, each Seller shall will sell, convey, assign, transfer transfer, convey and deliver to the Buyer, and the Buyer shall will purchase, free acquire and clear of all Encumbrances, accept all right, title and interest of such Seller in and to the following Assets property, rights and assets of Seller existing on the Closing Date (collectivelytogether, the “Purchased Assets”):

Purchased Assets. Subject to the terms and conditions of this AgreementAgreement and for the consideration herein stated, at the Closing, each Seller shall sell, transfer, convey, assign, transfer assign and deliver to the BuyerPurchaser, and the Buyer Purchaser shall purchase, free purchase and clear of all Encumbrancesaccept from Seller, all of Seller’s right, title and interest of such Seller in and to the following Assets (collectively, the “Purchased Assets”):to:

Purchased Assets. Subject to (a) Upon the terms and subject to the conditions of this Agreement, at the Closing, each Seller shall will sell, convey, assign, transfer transfer, convey and deliver to the Buyer, and the Buyer shall will purchase, free acquire and clear of all Encumbrances, accept all right, title and interest of such Seller in and in, to the following Assets property, rights and assets of Seller existing on the Closing Date related to the Business (collectivelytogether, the “Purchased Assets”):

Purchased Assets. Subject to Upon the terms and conditions of set forth in this Agreement, at the Closing, each Seller shall sell, convey, assigntransfer, transfer assign and deliver to the Buyer, and the Buyer shall purchase, free and clear of all any Encumbrances, all right, title and interest of such Seller in and to the following Assets assets and rights of Seller (collectively, the “Purchased Assets”):), excluding for all purposes the Excluded Assets:

Purchased Assets. Subject to and upon the terms and conditions of set forth in this Agreement, at the Closing, each Seller shall sell, convey, assign, transfer transfer, convey and deliver to the BuyerPurchaser, and the Buyer Purchaser shall purchase, free purchase and clear of all Encumbrancesacquire from Seller, all right, title and interest in the Purchased Assets which are set forth in Schedule B free and clear of such Seller in and to all Liens (the following Assets (collectively, the “"Intellectual Property" or "Purchased Assets”):").

Purchased Assets. Subject to the terms and conditions of this Agreement, at At the Closing, each Seller shall agrees to sell, convey, assigntransfer, transfer assign and deliver to the Buyer, on the terms and subject to the Buyer shall purchase, free and clear of all Encumbrancesconditions set forth in this Agreement, all right, title and interest of such Seller in and to the following Assets (collectively, the “Purchased Assets”):, free and clear of all Liens, except for Permitted Liens.

Purchased Assets. Subject to the terms and conditions of this Agreement, at the Closing, each Seller shall sell, transfer, convey, assign, transfer assign and deliver to the BuyerPurchaser, and Purchaser shall purchase from Seller, all of Seller’s right, title and interest in, to and under the Buyer shall purchasefollowing assets, properties, goodwill and rights, in each case, free and clear of all Encumbrances, all right, title Encumbrances and interest of such Seller in and to specifically excluding the following Excluded Assets (collectively, the “Purchased Assets”):

Purchased Assets. Subject to Upon the terms and subject to the satisfaction of the conditions of set forth in this Agreement, at the Closing, each Seller shall sell, assign, convey, assign, transfer and deliver to the Buyer, and the Buyer shall purchase, assume and acquire from Seller, free and clear of all Encumbrances (except for Permitted Encumbrances), all of Seller’s right, title and interest of such Seller in and to the following Assets assets, each as in existence on the Closing Date (collectively, the “Purchased Assets”):

Purchased Assets. Subject to the terms and conditions of this Agreement, at the Closing, each Seller shall sell, transfer, convey, assign, transfer assign and deliver to the Buyer, and the Buyer shall purchase, free and clear of all Encumbrancespurchase from Seller, all of Seller's right, title and interest of such Seller in and to the following Assets assets, properties and rights of the Business listed below, other than the Excluded Assets, as the same shall exist immediately prior to the Closing (collectively, the “"Purchased Assets”"):

Purchased Assets. Subject to the terms and conditions of this Agreement, at the Closing, each Closing Seller shall sell, convey, assign, transfer and deliver to the Buyer, and the Buyer shall purchase, free and clear of all Encumbrances other than Permitted Encumbrances, all of Seller’s right, title and interest of such Seller in and to the following Assets of Seller related to or used in the Business as they exist on the Closing Date, other than the Excluded Assets (collectively, the all of such purchased assets being collectively referred to as “Purchased Assets”):

Purchased Assets. Subject to Upon the terms and subject to the conditions of set forth in this Agreement, at the Closing, each the Seller shall sell, convey, assign, transfer transfer, deliver and deliver convey to the Buyer, and the Buyer shall purchase, free and clear of all any Encumbrances, other than Permitted Encumbrances, all right, title and interest of such Seller in and to the following Assets assets of the Seller (other than the Excluded Assets) (collectively, the “Purchased Assets”):

Purchased Assets. Subject to On the terms and subject to the conditions of contained in this Agreement, at on the ClosingClosing Date, each Buyer shall purchase from the Seller Parties, and the Seller Parties shall sell, convey, assign, transfer and deliver to the Buyer, and the Buyer shall purchase, free and clear of all EncumbrancesLiens, all right, title and interest of such Seller every kind and nature in and to the following Assets assets (collectively, the “Purchased Assets”):

Purchased Assets. Subject to On the terms and subject to the conditions of set forth in this Agreement, at the Closing, each Seller the Sellers shall sell, conveytransfer, assign, transfer convey and deliver to the Buyer, and the Buyer shall purchase, free acquire and clear of all Encumbrancesaccept from the Sellers, all of the Sellers’ respective right, title and interest of such Seller in and to the following Assets assets, properties and rights which are owned or held for use by the Sellers in the Business and in existing on the Closing Date (collectively, the “Purchased Assets”):

Purchased Assets. Subject to the terms and conditions of this Agreement, at the Closing, each Seller shall sell, transfer, convey, assign, transfer assign and deliver to the BuyerPurchaser, and the Buyer Purchaser shall purchase, free and clear acquire from Seller all of all Encumbrances, all Seller’s right, title and interest of such Seller in and to the following Assets assets, properties, rights and claims of Seller (collectively, the “Purchased Assets”):

Purchased Assets. Subject to Upon the terms and subject to the conditions of contained in this Agreement, at the ClosingClosing (as defined in Section 5.1), each Seller shall sell, convey, assigntransfer, transfer assign and deliver to the BuyerPurchaser, and the Buyer Purchaser shall purchaseacquire from Seller, free and clear of all Encumbrances, all of Seller’s right, title and interest of such Seller in in, to and to under the following Assets assets (collectively, the “Purchased Assets”):

Purchased Assets. Subject to the terms and conditions of this Agreement, at the Closing, each Seller shall sell, convey, assigntransfer, transfer assign and deliver to the BuyerPurchaser, and the Buyer Purchaser shall purchase, free purchase and clear of all Encumbrancesacquire from Seller, all of Seller’s right, title and interest of such Seller in and to the following Assets assets, properties, leases, rights, claims, and Contracts related to the Business (except as set forth in Section 2.2) (collectively, the “Purchased Assets”):

Purchased Assets. Subject to the terms and conditions of this Agreement, and on the basis of the representations, warranties, covenants and agreements set forth herein, at the Closing, each Seller shall sell, transfer, convey, assign, transfer assign and deliver to the BuyerPurchaser, and the Buyer Purchaser shall purchase, free and clear of all Encumbrancespurchase from Seller, all right, title and interest of such Seller in and to the following Assets assets (collectively, the “Purchased Assets”):

Purchased Assets. Subject to At the Closing, upon the terms and subject to the conditions of set forth in this Agreement, at the Closing, each Seller shall sell, conveywill transfer, assign, transfer convey and deliver to the Buyer, and Buyer will purchase from Seller, all of the Buyer shall purchaseassets of Seller related to the Business, other than the Retained Assets (the “Purchased Assets”), free and clear of all Encumbrancesliens, all rightcharges, title claims and interest of such Seller in and encumbrances, including but not limited to the following Assets (collectively, the “Purchased Assets”):following:

Purchased Assets. Subject to Upon the terms and subject to the conditions of this Agreement, at the Closing, each Seller shall Sellers hereby sell, transfer, convey, assign, transfer assign and deliver to the BuyerPurchaser, and the Buyer shall purchase, free and clear of all EncumbrancesPurchaser hereby purchases from Sellers, all of Sellers’ right, title and interest of such Seller in and to the following Assets (collectively, the “Purchased Assets”):

Purchased Assets. Subject to On the terms and subject to the conditions of set forth in this Agreement, at the ClosingClosing (hereinafter defined), each Seller shall will sell, convey, assigntransfer, transfer assign and deliver to the Buyer, and the Buyer shall purchasewill purchase and accept, free and clear of all Encumbrancesliens, claims, charges, assessments, or encumbrances of any nature, all right, title and interest of such Seller in and to the following Assets assets and rights, wherever situated (collectively, the “Purchased "Assets”"):

Purchased Assets. Subject On and subject to the terms and conditions of set forth in this Agreement, at the Closing, each closing the Seller shall sell, convey, assign, transfer and deliver to the BuyerPurchaser, and the Buyer Purchaser shall purchase, free and clear purchase from the Seller all of all Encumbrances, all the Seller's right, title title, and interest of such Seller in and to the following Assets (collectively, the “"Purchased Assets”"):

Purchased Assets. Subject to Upon the terms and subject to the conditions of set forth in this Agreement, at the Closing, each Seller Sellers shall sell, assign, convey, assign, transfer and deliver to the Buyer, and the Buyer shall purchaseacquire from Sellers, the Purchased Assets, free and clear of all Encumbrances, all right, title and interest of such Seller in and to the following Assets (collectively, the “Purchased Assets”):any Liens,

Purchased Assets. Subject to the terms and conditions of this Agreement, on the Closing Date and at the Closing, each Seller shall, and shall cause the other Seller Entities to, sell, convey, assign, transfer and deliver convey to the BuyerPurchaser, and the Buyer Purchaser shall purchase, free acquire and clear of all Encumbrancesaccept from the Seller Entities, all of the Seller Entities’ right, title and interest as of such Seller the Closing in and to the following Assets (collectively, the “Purchased Assets”):