Sale and Transfer of the Assets. Subject to the terms and conditions set forth in this Agreement, Seller will, at Closing, Transfer to Buyer, and Buyer will purchase from Seller, all assets, rights, properties and interests (other than the Retained Assets) owned by Seller or used or held for use in connection with, or that relate to, the Business (“Assets”) including, without limitation, the following:
Sale and Transfer of the Assets. Subject to the terms and conditions of this Agreement, on the Closing Date Seller will sell, convey, transfer, assign and deliver to Buyer all of Seller's right, title and interest in and to the following assets (except the Excluded Assets) of Seller, to the extent that they are used primarily in the operations of the Division, as the same shall exist on the Closing Date (collectively, the "Assets"):
Sale and Transfer of the Assets. Subject to the terms and conditions of this Agreement, Seller agrees to sell, transfer, assign, convey and deliver to Buyer and Buyer agrees to purchase and acquire at Closing all assets, tangible and intangible, real, personal or mixed, other than the Excluded Assets, owned or leased by Seller or any Affiliate of Seller and used in the operations of the Business, including, without limitation, the following items (collectively, the “Assets”): (i) fee simple title to the Real Property and buildings described in Schedule 5.7(a)(i) hereto, together with all improvements and fixtures located thereon or therein; (ii) all equipment, whether movable or attached to the Real Property, vehicles, furniture and furnishings; (iii) all supplies and inventory; (iv) prepaid expenses that are transferable to and useable by Buyer; (v) accounts receivable and the right to receive, consistent with Section 3.4, an amount equal to the Government Patient Receivables; (vi) subject to applicable law, all current financial, patient, medical staff and personnel records; (vii) all right, title and interest of Seller in, to or under all commitments, contracts, leases, purchase orders and agreements outstanding that relate primarily to the Facility and the Business or that otherwise relate primarily to the Assets (other than the Excluded Contracts) (collectively, the “Assumed Contracts”); (viii) to the extent assignable, all Governmental Authorizations, Medicare provider numbers and permits held by Seller relating to the ownership, development and operations of the Business; (ix) all claims, causes of action and judgments relating to the Assets arising from acts, omissions, facts or circumstances occurring at or after the Effective Time; (x) Seller’s goodwill in respect of the Business; (xi) rights to any Agency Settlements arising at or after the Effective Time; and (xii) Seller’s right to use the name “Atlantic Shores Hospital” and all variations thereof, all patents, patent applications, trade names, trademarks, service marks, trade secrets, copyrights and other intellectual property owned by Seller, and all of Seller’s rights to use all patents, patent applications, trade names, trademarks, service marks, trade secrets, copyrights and other intellectual property of other Persons.
Sale and Transfer of the Assets. Subject to the terms and conditions of this Agreement, on the Closing Date, Seller and the Canadian Subsidiary will sell, convey, transfer, assign and deliver to Purchaser, and Purchaser will purchase, acquire and accept from Seller and the Canadian Subsidiary, all of Seller’s and the Canadian Subsidiary’s and their other Subsidiaries’ right, title and interest in and to all of the business, properties, rights, claims and assets (except the Excluded Assets) of Seller and the Canadian Subsidiary and their other Subsidiaries set forth in this Section 2.1 (collectively, the “Transferred Assets”), with such changes, additions or deletions therein or thereto from the date of this Agreement to the Closing Date as may be expressly permitted under this Agreement. The Transferred Assets consist of:
Sale and Transfer of the Assets. Subject to the terms and conditions of this Agreement, Seller agrees to sell, transfer, convey, and deliver to Buyer and Buyer agrees to purchase at Closing (as hereinafter defined) all of Seller’s right, title and interest in and to all assets of every description, whether real, personal or mixed, whether tangible and intangible, other than the Excluded Assets (as hereinafter defined), owned, leased or licensed by Seller, and located at or held or used in connection with the business or operations of the Businesses, including the following items (collectively, the “Assets”), free and clear of any and all Encumbrances (as hereinafter defined) other than Permitted Encumbrances (as hereinafter defined) and Assumed Liabilities (as hereinafter defined):
Sale and Transfer of the Assets. In consideration of the assumption by Buyer of liabilities as contemplated by Section 1.3, USN Corp agrees to sell, convey, transfer, assign, quitclaim and deliver to Buyer on the date hereof (the "EFFECTIVE DATE") all of its right, title and interest in and to the assets specifically set forth on Exhibit 1, as well as the following assets of USN Corp, in each case to the extent specifically and solely used by USN Corp in its operation of the Stores (collectively, the "ASSETS"):
Sale and Transfer of the Assets. Subject to the terms and conditions of this Agreement, on the Closing Date, Seller and the Netherlands Subsidiary will sell, convey, transfer, assign and deliver to Purchaser, and Purchaser will purchase, acquire and accept from Seller and the Netherlands Subsidiary, all of Seller's and the Netherlands Subsidiary's right, title and interest in and to all of the business, properties, rights, claims and assets (except the Excluded Assets) of Seller and the Netherlands Subsidiary set forth in this Section 2.1 (collectively, the "Transferred Assets"), with such changes, additions or deletions therein or thereto from the date of this Agreement to the Closing Date as may be expressly permitted under this Agreement. The Transferred Assets consist of:
Sale and Transfer of the Assets. Subject to the terms and conditions of this Agreement, on the Closing Date (as defined in Section 13.1), Sellers will sell, convey, assign, transfer, and deliver to Buyer, and Buyer will purchase, accept and take from Sellers, the Assets (as defined in Section 13.1), free and clear of any Encumbrances (as defined in Section 13.1)(other than the Assumed Liabilities and Permitted Encumbrances (each as defined in Section 13.1)) Sellers shall have no obligation to assist Buyer in the physical transfer of any of the Assets to another location, other than to assist any subcontractors of Buyer with the packing of the same.
Sale and Transfer of the Assets. Subject to the terms and conditions of this Agreement, on the Closing Date, NEC and, to the extent applicable, MagneTek, will sell, convey, transfer, assign and deliver to Buyer all of their respective right, title and interest in and to the following assets (except the Excluded Assets), as the same shall exist on the Closing Date (the "Assets"):
Sale and Transfer of the Assets. Subject to the terms and ------------------------------- conditions of this Agreement, except as otherwise specifically provided herein, on the Closing Date Seller will sell, convey, transfer, assign and deliver to Buyer all of Seller's right, title and interest in and to the following assets (collectively, the "Assets"): (i) the Intellectual Property of Seller assigned to Buyer under the Intellectual Property Agreement; and (ii) all of the properties, rights, claims and assets other than Intellectual Property (except the Excluded Assets), to the extent that they are used or held for use primarily in the operations of the Business and will cause any Subsidiary of Seller having any right, title or interest in or to any properties, rights, claims or assets primarily used or held for use in the Business (each such Subsidiary, a "Selling Subsidiary") to sell, convey, transfer, assign and deliver to Buyer all of such Selling Subsidiary's right, title and interest in and to the Assets. Subject to the terms and conditions of this Agreement, on the Closing Date, Buyer will purchase, acquire and accept from Seller and each Selling Subsidiary (collectively, "Sellers") all of Sellers' right, title and interest in and to the Assets. The Assets include, but are not limited to, the following assets or rights of Sellers (in addition to the Intellectual Property of Seller assigned to Buyer under the Intellectual Property Agreement):
