Common use of Purchased Assets Clause in Contracts

Purchased Assets. Subject to the terms and conditions of this Agreement, Seller shall sell and convey to Purchaser, free and clear of all Encumbrances whatsoever (other than Permitted Encumbrances and except as expressly provided herein), and Purchaser shall purchase from Seller, the Business as a going concern and all Seller's rights, title and interest in and to the assets, properties and rights of every kind and description, real, personal and mixed, tangible and intangible, wherever situated owned by Seller and used in the Business (the "Purchased Assets") as the same shall exist on the Closing Date (other than the Excluded Assets), including, without limitation, the following:

Purchased Assets. Subject to On the terms and subject to the conditions of this Agreementcontained herein, the Seller shall sell sell, convey, transfer, assign and convey deliver to PurchaserBuyer, and the Seller shall cause Buyer to purchase, acquire and accept from the Seller, free and clear of all Encumbrances whatsoever Liens (other than Permitted Encumbrances and except as expressly provided hereinthose Liens included in the Assumed Liabilities), and Purchaser shall purchase from all of the Seller, the Business as a going concern and all Seller's rights’s right, title and interest in and to all of the assetsfollowing assets which Seller owns or in which Seller has any right, properties and rights of every kind and descriptiontitle or interest, realother than those assets specified as Excluded Assets (collectively, personal and mixed, tangible and intangible, wherever situated owned by Seller and used in the Business (the "Purchased “Assets"”) as the same shall exist on the Closing Date (other than the Excluded Assets), including, without limitation, the followingDate:

Purchased Assets. Subject On and subject to the terms and conditions of this Agreement, Seller shall sell and convey to Purchaserat the applicable Closing, free and clear of all Encumbrances whatsoever (other than Permitted Encumbrances and except as expressly provided herein), and Purchaser the Buyer shall purchase from each Seller, and each Seller shall sell, transfer, assign, convey and deliver to the Business as a going concern and Buyer, all Seller's rightsright, title and interest in and to all of the tangible and intangible assets, properties business, goodwill and rights of every kind and description, real, personal and mixed, tangible and intangible, wherever situated owned by such Seller and used in the Business operation, maintenance or ownership of the Restaurants, other than the Excluded Assets (all such assets, business, goodwill and rights being purchased from the "Sellers hereunder are collectively referred to as the “Purchased Assets") ”), as the same shall exist on immediately prior to the First Closing Date or Second Closing, as applicable, free and clear of all Liens (other than the Excluded AssetsPermitted Liens), including, without limitationbut not limited to, the following:

Purchased Assets. Subject to Upon the terms and subject to the conditions of this Agreement, on the Closing Date, Seller shall sell sell, transfer, assign, convey and convey deliver to PurchaserBuyer, and Buyer shall purchase from Seller, on a going concern basis, free and clear of all Encumbrances whatsoever (other than except for Permitted Encumbrances and except as expressly provided hereinLiabilities), all of the business and Purchaser shall purchase from Seller, operations of Seller (such business and operations being herein called the Business as a going concern "Business") and all Seller's rights, title of the assets and interest in and to the assets, properties and rights owned by Seller of every kind and description, real, personal and mixedwherever located, tangible and or intangible, wherever situated owned by Seller and used in connection with the Business (the "Purchased Assets") as the same shall exist on the Closing Date (other than herein collectively called the Excluded "Purchased Assets"), including, without limitation, the followingall right, title and interest of Seller in, to and under:

Purchased Assets. Subject to the terms and conditions of this Agreement, Seller shall sell shall, or cause its Affiliates to, sell, convey, assign, transfer and convey deliver to Purchaser, free and clear of all Encumbrances whatsoever (other than Permitted Encumbrances and except as expressly provided herein), Encumbrances) and Purchaser shall purchase from Seller, the Business as a going concern and all Seller's rights, title and interest in and to the assets, properties and rights of every kind owned or leased by Seller used, or held for use, exclusively in the Business and description, real, personal and mixed, tangible and intangible, wherever situated all assets owned or leased by Seller and used in located on the Business Real Property (the "Purchased Assets") as the same shall exist on at the Closing Date (other than the Excluded Assets), including, without limitation, the following:

Purchased Assets. Subject to Upon the terms and subject to the conditions of set forth in this Agreement, Seller shall sell will sell, convey, transfer and convey assign to Purchaser, free and clear of all Encumbrances whatsoever Liens (other than Permitted Encumbrances and except as expressly provided hereinLiens), and Purchaser shall purchase will purchase, acquire and accept from Seller, all of Seller’s right, title and interest in and to substantially all of the Business assets properties, rights and business of Seller and the Business, whether or not reflected on the books of Seller, other than the Excluded Assets (collectively, the “Purchased Assets”), as a going concern the same shall exist as of the Closing, including all of the Assigned Rights and all also including Seller's rights’s right, title and interest in and to the assets, properties and rights of every kind and description, real, personal and mixed, tangible and intangible, wherever situated owned by Seller and used in the Business (the "Purchased Assets") as the same shall exist on the Closing Date (other than the Excluded Assets), including, without limitation, the following:

Purchased Assets. Subject to Upon the terms and subject to the conditions of this Agreement, Seller on the Closing Date, Sellers shall sell sell, transfer, assign, convey and convey deliver to PurchaserBuyer, and Buyer shall purchase from Sellers, on a going concern basis, free and clear of all Encumbrances whatsoever (other than except for Permitted Encumbrances and except as expressly provided hereinEncumbrances), all of the business and Purchaser shall purchase from Seller, the Business as a going concern operations of Sellers and all Seller's rights, title of the assets and interest in and to the assets, properties and rights of Sellers of every kind and description, wherever located, real, personal and or mixed, tangible and or intangible, wherever situated owned by Seller and used in connection with the Business (other than the "Purchased Excluded Assets") ), as the same shall exist on the Closing Date (other than collectively, the Excluded “Purchased Assets”), includingincluding all right, without limitationtitle and interest of Sellers in, the followingto and under:

Purchased Assets. Subject to the terms and conditions of this Agreement, Seller shall sell and convey to Purchaser, free and clear of all Encumbrances whatsoever (other than Permitted Encumbrances and except as expressly provided herein), and Purchaser shall purchase from SellerSeller on a going-concern basis, the Business as a going concern and all of Seller's rightsrespective right, title and interest in and to the assets, properties and rights of every kind and description, real, personal and mixed, tangible and intangible, wherever situated owned by Seller and used or useful in connection with the Business (the "Purchased Assets") as the same shall exist on the Closing Date (other than the Excluded Assets), including, without limitation, the following:

Purchased Assets. Subject to the terms and conditions of this Agreement, Seller shall sell and convey to Purchaser, free and clear of all Encumbrances whatsoever (other than Permitted Encumbrances and except as otherwise expressly provided herein), and Purchaser shall purchase from Seller, the Business as a going concern and all of Seller's rightsright, title and interest in and to the assets, properties and rights of every kind and description, real, personal and mixed, tangible and intangible, wherever situated owned by each Seller and actually, directly used in connection with the Business (the "Purchased Assets") as the same shall exist on the Closing Date (other than the Excluded Assets), including, without limitation, the followingas follows:

Purchased Assets. Subject to On the terms and subject to the conditions contained herein, effective as of this Agreementthe Closing, the Seller shall sell sell, convey, transfer, assign and convey deliver to PurchaserBuyer, and Buyer shall purchase, acquire and accept from the Seller, free and clear of all Encumbrances whatsoever (other than Permitted Encumbrances and except as expressly provided hereinEncumbrances), and Purchaser shall purchase from all of the Seller, the Business as a going concern and all Seller's rights’s right, title and interest in and to all of the following assets, properties and rights of every kind and descriptionwhich the Seller owns or in which the Seller has any right, realtitle or interest, personal and mixedother than those assets specified as Excluded Assets (collectively, tangible and intangible, wherever situated owned by Seller and used in the Business (the "Purchased “Assets"”) as the same shall exist on as of the Closing Date (other than the Excluded Assets), including, without limitation, the followingClosing:

Purchased Assets. Subject to the terms and conditions of this Agreement, Seller shall sell and convey to Purchaser, free and clear of all Encumbrances whatsoever (other than Permitted Encumbrances and except as expressly provided herein), and Purchaser shall purchase from Seller, the Business as a going concern and all of Seller's rightsright, title and interest in and to the assets, properties and rights of every kind and description, real, personal and mixed, tangible and intangible, wherever situated 8 owned by Seller and used or useful in connection with the Business (the "Purchased Assets") as the same shall exist on the Closing Date (other than the Excluded Assets), including, without limitation, the following:

Purchased Assets. Subject to the terms and conditions of this Agreement, Seller shall sell and convey to Purchaser, free and clear of all Encumbrances whatsoever (other than Permitted Encumbrances and except as expressly provided herein), and Purchaser shall purchase from Seller, the Business as a going concern and all of Seller's's rightsright, title and interest in and to the assets, properties and rights of every kind and description, real, personal and mixed, tangible and intangible, wherever situated owned by Seller and used or useful in connection with the Business (the "Purchased Assets") as the same shall exist on the Closing Date (other than the Excluded Assets), including, without limitation, the following:

Purchased Assets. Subject to Upon the terms and subject to the conditions of this Agreement, Seller on the Closing Date, Sellers shall sell sell, transfer, assign, convey and convey deliver to PurchaserBuyer, and Buyer shall purchase from Sellers, on a going concern basis, free and clear of all Encumbrances whatsoever (other than except for Permitted Encumbrances and except as expressly provided hereinEncumbrances), all of the business and Purchaser shall purchase from Seller, operations of Business and the Business as a going concern goodwill associated therewith and all Seller's rights, title of the assets and interest in and to the assets, properties and rights of Sellers of every kind and description, wherever located, real, personal and or mixed, tangible and or intangible, wherever situated owned by Seller and used in the conduct of the Business and which are transferable by Sellers, as the same shall exist on the Closing Date (herein collectively called the "“Purchased Assets") ”), including, all right, title and interest of Sellers in, to and under the following, as the same shall exist on the Closing Date (other than the Excluded Assets), including, without limitation, the following:):