Common use of SALE AND PURCHASE OF PURCHASED ASSETS; ACQUISITION AGREEMENTS Clause in Contracts

SALE AND PURCHASE OF PURCHASED ASSETS; ACQUISITION AGREEMENTS. a. On the Closing Date, subject to the terms and conditions of this Agreement, and in reliance on the representations, warranties, undertakings and agreements of Buyer made hereunder, and in consideration of the purchase by Buyer described below and the assumption of certain liabilities of Seller by Buyer, Seller and Seller's Principals hereby agree to sell, transfer, convey, assign and deliver to Buyer, and Buyer hereby agrees to purchase and acquire from Seller, the Purchased Assets, including all of the properties and assets used by Seller in connection with the Business, as referred to in the xxxx of sale, substantially in the form of Exhibit A attached hereto (the "Xxxx of Sale"). It is understood and agreed that only those assets specifically listed on Schedule 2(a) attached hereto shall not be included in the Purchased Assets, and shall be expressly excluded therefrom (the "Excluded Assets").

SALE AND PURCHASE OF PURCHASED ASSETS; ACQUISITION AGREEMENTS. a. On the Closing Date, subject to the terms and conditions of this Agreement, and in reliance on the representations, warranties, undertakings and agreements of Buyer made hereunder, and in consideration of the purchase by Buyer described below and the assumption of certain liabilities of Seller by Buyer, : a. Seller and Seller's Principals hereby agree agrees to sell, transfer, convey, assign and deliver to Buyer, and Buyer hereby agrees to purchase and acquire from Seller, the Purchased Assets, including all of the properties and assets used by Seller in connection with the Business, as referred to in the xxxx of sale, substantially in the form of Exhibit EXHIBIT A attached hereto (the "Xxxx of SaleXXXX OF SALE"). It is understood and agreed that only those assets specifically listed on Schedule 2(aSCHEDULE 2(A) attached hereto shall not be included in the Purchased Assets, and shall be expressly excluded therefrom (the "Excluded AssetsEXCLUDED ASSETS").;