1Purchased Assets. On the date of Closing, ReShape shall (and shall cause each ReShape Affiliate to) sell, assign, transfer, convey and deliver to Buyer, good and valid title to the Purchased Assets, free of any Encumbrances, on the terms and subject to the conditions set forth in this Agreement. For purposes of this Agreement, “Purchased Assets” shall mean and include all of the properties, assets, goodwill, rights, title, interests, other assets of every kind, nature and description, real, personal or mixed, and tangible and intangible assets (wherever located and whether or not required to be reflected on a balance sheet prepared in accordance with GAAP) of ReShape and each of its Affiliates used primarily in the ReShape Business including, without limitation:
1Purchased Assets. Subject to the terms and conditions of this Agreement, at the Closing Seller shall sell, transfer, convey, assign and deliver to Purchaser, and Purchaser shall purchase from Seller, all of its right, title and interest in, to and under the following assets, free and clear of any Encumbrances (collectively, the “Purchased Assets”):
1Purchased Assets. At the Closing, upon the terms and subject to the conditions of this Agreement, Buyer shall purchase and acquire, and Seller shall, and shall cause its Affiliates to, sell, transfer, convey, assign and deliver to Buyer, free and clear of all Liens (other than Permitted Liens), all of their respective right, title and interest in and to all tangible and intangible assets, rights and interests used or held for use in connection with the Program (including any Molecule or any Product) (collectively, the “Purchased Assets”), including all rights and interest of Seller and its Affiliates in each of the following (but, in any event, excluding the Excluded Assets):
1Purchased Assets. Subject to the terms and conditions of this Agreement (including Section 1.4 and Section 1.5), at the Closing, Seller shall, and shall cause the Seller Entities (including the Seller Subsidiary), as applicable, to, sell, transfer, convey, assign and deliver to Purchaser, and Purchaser shall purchase from the Seller Entities, all of their respective right, title and interest in, to and under all assets of the Seller Entities used or held for use primarily in the operation of, or otherwise primarily relating to the Business or any of the Products (provided, that, with respect to Intellectual Property Rights and assets described in Section 1.1(b) below, Seller shall, and shall cause the Seller Entities (including the Seller Subsidiary), as applicable, to, sell, transfer, convey, assign and deliver to Purchaser, and Purchaser shall purchase from the Seller Entities, all of their respective right, title and interest in, to and under all such Intellectual Property Rights and assets of the Seller Entities used or held for use in the operation of, or otherwise relating to the Business or any of the Products), including the following (collectively, the “Purchased Assets”):
1Purchased Assets. (a)Subject to the terms and conditions of this Agreement, Seller shall sell, convey, transfer, assign and deliver to Purchaser, free and clear of all Liens other than Permitted Liens, and Purchaser shall purchase from Seller, the Purchased Assets (as defined in Section 2.1(b)) for an aggregate amount equal to the Purchase Price.
1Purchased Assets. Upon the terms and subject to the conditions contained in this Agreement, at the Closing, Seller shall sell, convey, assign, transfer and deliver to Purchaser, and Purchaser will purchase and acquire from Seller, (i) all of the assets, properties and rights of every kind, nature, character and description, whether real, personal or mixed, whether tangible or intangible, whether accrued, contingent or otherwise relating to, used or held for use in the Business or for or at the Project, directly or indirectly, in whole or in part, in existence on the date hereof and any additions thereto on or before the Closing Date, whether or not carried on the books and records of Seller, in each case to the extent now or hereafter located at the Project or owned by Seller on or before the Closing Date, and (ii) without limiting the foregoing, the assets relating to, used or held for use in the Business or for or at the Project described below, but excluding with respect to clauses (i) and (ii) above all Excluded Assets (collectively, the "Purchased Assets"): All real property owned by Seller, including fee interests, Easements, water rights, mineral rights and other owned interests in real property, and, without limiting the foregoing, the parcels of real property, Easements, water rights and other real property rights described in Schedule 2.1(a), and in each case all appurtenances thereto and all buildings, fixtures, component parts, other constructions and other improvements thereon and thereto, including to the extent applicable any construction work in progress (collectively, the "Owned Real Property"); All real property leased by Seller and all related lease or sublease agreements, and, without limiting the foregoing, the real property leasehold estates and related lease or sublease agreements described in Schedule 2.1(b), and in each case all appurtenances thereto and all buildings, fixtures and other improvements thereon and thereto, including to the extent applicable any construction work in progress (collectively, the "Leased Real Property"); All machinery, equipment, vehicles, tools, furniture, furnishings and other tangible movable property owned by Seller or located at the Project, excluding Inventory, and, without limiting the foregoing, the property listed or described in Schedule 2.1(c) (collectively, the "Tangible Personal Property"); All Inventory owned by Seller or located at the Project and, without limiting the foregoing, the property listed or desc...
