Sale and Purchase of the Acquired Assets. On the terms and subject to the conditions of this Agreement and the Ancillary Agreements, at the Closing, Seller shall sell, transfer, assign, convey and deliver to Buyer, and Buyer shall purchase and acquire from Seller, all the right, title and interest as of the Cut Off Time of Seller in and to the following assets and rights, but excluding any Excluded Assets (collectively, the “Acquired Assets”):
Sale and Purchase of the Acquired Assets. (a) At the First Closing, upon each Interim Transfer and at the Final Closing, if any, Alliance shall sell, transfer, convey, assign and deliver to Federated, and Federated shall purchase or acquire from Alliance all right, title and interest of Alliance in and to the Business, including: (i) all goodwill of Alliance, as well as workforce in place (as applicable), customer relationships and other customer-based intangibles, and other going concern value related exclusively to that portion of the Business being transferred to Federated at such Closing or upon such Interim Transfer (as applicable) and (ii) the other assets specified on Schedule 2.1 to this Agreement related to that portion of the Business being transferred to Federated at such Closing or upon such Interim Transfer (the assets described in the preceding clauses (i) and (ii) each being an “Acquired Asset” and collectively, the “Acquired Assets”). For the avoidance of doubt, the Acquired Assets being transferred to Federated at any Closing or upon any Interim Transfer shall not include any assets constituting property, plant or equipment, or trademarks, trade names, company names or web-site domain names (collectively, “Retained Assets”) or any Shared Use Asset, but shall otherwise include all assets used to operate the portion of the Business being transferred, except, until the Final Closing Date, as contemplated in the definition of Permitted Liens in Section 1.1 above.
Sale and Purchase of the Acquired Assets. (a) Upon the terms and subject to the conditions of this Agreement, and on the basis of the representations and warranties contained in this Agreement, on the Closing Date, Seller will sell, assign, convey, transfer and deliver to the Purchaser, and the Purchaser will acquire, accept and receive from Seller, for the Purchase Price and in the manner herein below provided, all of Seller's rights, title and interests in and to all of the Acquired Assets.
Sale and Purchase of the Acquired Assets. In accordance with the terms and upon the conditions of this Agreement, at the Closing Seller hereby agrees to sell, transfer, assign and deliver (and cause each of its Affiliates (as applicable) to sell, transfer, assign and deliver) to Buyer (or one or more of its designated Affiliates), and Buyer agrees to, or cause its designated Affiliate to, purchase, acquire and accept from the Seller Entities all right, title and interest in and to any and all of the Seller Entities’ assets, properties, rights and claims of all types (in each case, whether tangible or intangible) that are primarily used in or primarily related to the operation of the Business or that are otherwise described in this Section 1.2 as an Acquired Asset and that are not included in the Excluded Assets (collectively, the “Acquired Assets”), in each case free and clear of all Liens other than Permitted Liens; provided, however, that notwithstanding any provision of this Agreement or any provision of any Ancillary Agreement, none of the assets of an Acquired Company shall be considered Acquired Assets for purposes of this Agreement or any Ancillary Agreement. As used in this Agreement, the phrase “primarily used in or primarily related to” (or any similar phrase used to characterize particular assets or liabilities) refers to use in or relation to the balance of Seller’s business as of the date of this Agreement. Without limiting the generality of the foregoing, the Acquired Assets include:
Sale and Purchase of the Acquired Assets. Subject to and upon the terms and conditions set forth in this Agreement, at Closing, Seller shall (and the Owner Parties shall cause Seller to) sell, transfer, convey, assign and deliver to Federated (or to any advisory Subsidiaries of Federated designated by Federated), and Federated (or its designated advisory Subsidiaries) shall purchase or acquire from Seller, free and clear of all Encumbrances (other than Permitted Encumbrances), all rights, title and interest of Seller in, to and under (a) all assets of Seller (except for the Retained Assets), and (b) all goodwill of Seller related to such assets and the Business (collectively, but not including the Retained Assets, the “Acquired Assets”). For the avoidance of doubt, the Acquired Assets include:
Sale and Purchase of the Acquired Assets. On the terms and subject to the conditions of this Agreement and the Ancillary Agreements, at the Closing, Seller shall sell, transfer, assign, convey and deliver to Buyer, and Buyer shall purchase and acquire from Seller, all the right, title and interest as of the Cut Off Time of Seller in and to the following assets and rights, but excluding any Excluded Assets (collectively, the “Acquired Assets”): (a) the Contracts set forth on Section 2.1(a) of the Disclosure Schedule (the “Assumed Contracts”); (b) all Account Agreements (other than, for the avoidance of doubt, the Excluded Account Agreements); (c) all Account Receivables relating to the Accounts as of the Cut Off Time and all payments in respect thereof following the Cut Off Time; (d) all Account Prepaids; (e) the Account Files; and (f) any Tax refunds (or credits) relating to the Business, the Acquired Assets or the Assumed Liabilities for, or applicable to, any Tax period other than a Pre-Closing Tax Period. The Acquired Assets shall be conveyed free and clear of all Liens. Notwithstanding the foregoing, the transfer of the Acquired Assets pursuant to this Agreement shall not include the assumption of any Liability related to the Business or the Acquired Assets unless Buyer specifically assumes that Liability pursuant to Section 2.3 of this Agreement. Section 2.2
Sale and Purchase of the Acquired Assets. In accordance with the terms and upon the conditions of this Agreement, at the Closing, Seller will sell, convey, assign, transfer and deliver to Buyer the Acquired Assets and Assumed Liabilities, and Buyer will purchase, acquire, accept and assume, the Acquired Assets and Assumed Liabilities.
Sale and Purchase of the Acquired Assets. At Closing, the Adviser shall sell, transfer, convey, assign and deliver to Federated (or to any Affiliates of Federated designated by Federated), and Federated (through its designated Affiliates) shall purchase or acquire from the Adviser, all right, title and interest of the Adviser in and to (a) all goodwill of the Adviser related to the Business and (b) the other assets specified on Schedule 2.1 to this Agreement (the assets described in the preceding clauses (a) and (b) are referred to collectively as the “Acquired Assets”), in each case free and clear of all Encumbrances.
Sale and Purchase of the Acquired Assets. Subject to and upon the terms and conditions set forth in this Agreement, at Closing, Seller shall sell, transfer, convey, assign and deliver (or cause to be sold, transferred, conveyed, assigned and delivered) to Buyer, and Buyer shall purchase, acquire and accept from Seller, free and clear of all Liens (other than Permitted Liens), all right, title and interest of Seller in, to and under (i) all assets of Seller (except for the Excluded Assets), and (ii) all goodwill, including the benefit of the amortization of such goodwill, of Seller related to such assets and the Business (item (ii) being referred to herein as the “Acquired Corporate Goodwill” and, items (i) and (ii) collectively, but not including the Excluded Assets, the “Acquired Assets”). For the avoidance of doubt with respect to Seller, the Acquired Assets include:
Sale and Purchase of the Acquired Assets. Subject to and upon the terms and conditions set forth in this Agreement, at the Closing, Seller shall (and the Class A Owners shall cause Seller to) sell, transfer, convey, assign and deliver to Federated Hermes (or to any designated Affiliate of Federated Hermes), and Federated Hermes (or its designated Affiliate) shall purchase or acquire from Seller, free and clear of all Encumbrances, all rights, title and interest of Seller in, to and under (a) all assets of Seller (except for the Retained Assets) and (b) all goodwill of Seller related to such assets and the Business (collectively, but not including the Retained Assets, the “Acquired Assets”). For the avoidance of doubt, unless Federated Hermes otherwise agrees as contemplated in Section 2.10 hereof, an asset of Seller that requires Consent to be transferred shall not be an Acquired 312419107.19 Asset to the extent any such required Consent is not obtained by, and effective on, the Closing Date. Also, for the avoidance of doubt, the Acquired Assets include:
