The Purchased Assets. Subject to the terms and conditions of this Agreement, at the Closing, the Selling Entities shall grant, sell, assign, transfer, convey and deliver to CTB, free and clear of all Encumbrances whatsoever, other than the permitted Encumbrances set forth on Schedule 2.1 (the "Permitted Encumbrances"), and CTB shall purchase from the Selling Entities, the Business as a going concern, and all right, title and interest of the Selling Entities in and to all of the Assets used in or with respect to the conduct of the Business other than the Excluded Assets (collectively, the "Purchased Assets") as the same shall exist on the Closing Date including the following:
The Purchased Assets. The assets referred to in Section 1.1 above are enumerated more specifically in Schedule 1.2 and are referred to hereinafter as the "Purchased Assets."
The Purchased Assets. The Purchased Assets constitute all of the rights properties and assets (tangible or intangible) which were necessary for the manufacture of the Products by the Seller prior to the Closing Date. No third party owns or has any interest by lease, license or otherwise in any of the Purchased Assets other than Assumed Liabilities and the Encumbrances permitted pursuant to Section 5.7. The documents of transfer to be executed and delivered by the Seller at the Closing will be sufficient to convey good title to the Purchased Assets to the Purchaser, free and clear of all Encumbrances, other than Assumed Liabilities.
The Purchased Assets. Upon the terms and subject to the conditions contained in this Agreement, at the Closing, the Seller shall sell, convey, transfer, assign and deliver to Buyer and Buyer shall acquire, assume and accept from Seller free and clear of any Lien and third-party rights, all of Seller’s right, title and interest in and to all of the following properties, assets and rights:
The Purchased Assets. Subject to the terms and conditions of this Agreement, at the Closing, in exchange for the Purchase Price (as defined below), Buyer shall purchase from Seller and Seller shall sell, assign, transfer, convey and deliver to Buyer, free and clear of all Liens (as defined below), other than Permitted Liens, all of Seller's right, title and interest in, to and under the following assets, properties and rights of Seller, to the extent that such assets, properties and rights exist as of the Closing Date (collectively, the “Purchased Assets”):
The Purchased Assets. Seller is the owner of and has good and marketable title to all of the Purchased Assets, free and clear of all Liens.
The Purchased Assets. The "Purchased Assets" shall mean all right, title, interest and claims of Gold Xxxx in and to the following assets:
The Purchased Assets. The "PURCHASED ASSETS" consist of the following items and no others:
The Purchased Assets. Seller has, and on the Closing Date will convey and transfer to Buyer all its interest in the Purchased Assets, including but not limited to good and valid title, free and clear of all Encumbrances of any nature whatsoever, except for Permitted Encumbrances and Encumbrances arising by the terms of the Transferred Contracts. Section 3.6 of the Disclosure Schedule lists all Tangible Assets owned or leased by Seller for use in the Business (except as set forth on Schedule 2.2) and that were purchased or leased by Seller for a price in excess of $1,000, and all such Tangible Assets that are material to the operation of the Business are in good operating condition, regularly and properly maintained, subject to normal wear and tear. The Purchased Assets, together with the JNJ Purchased Assets, are sufficient for the operation of the Business.
The Purchased Assets. Seller has, and on the Closing Date will convey and transfer to Buyer all its interest in the Purchased Assets, including but not limited to good and valid title, free and clear of all Encumbrances of any nature whatsoever, except for Permitted Encumbrances and Encumbrances arising by the terms of the Existing ACI-JNJ License or the Transferred Contracts.
