Acquired Assets. 11 Upon the terms and subject to the conditions set forth in this Agree- ment, at the Closing Seller shall sell, assign, transfer, convey and deliver to Buyer free and clear of all Liens, and Buyer shall purchase, acquire and take assignment and delivery of, all right, title and interest of Seller in and to the Acquired Assets, including the following:
Acquired Assets. The term "Acquired Assets" means all of the business, assets, properties, goodwill and rights owned by the Seller and primarily used or primarily held for use in connection with the operation of the Business, of whatever kind and nature, real or personal, tangible or intangible, other than the Excluded Assets (as defined in Section 1.4), including, but not limited to, the following:
Acquired Assets. Subject to the terms and conditions of this Agreement, on the Closing Date (as such term is hereinafter defined), the Seller shall sell, transfer and deliver to the Buyer, and the Buyer shall purchase and receive from the Seller, the Assets, including, but not limited to, the following:
Acquired Assets. The Acquired Assets include all of the assets, properties and rights of every type, description, whether tangible, whether intangible, real personal or mixed and whether accrued, contingent or otherwise that are necessary for, used or usable in the conduct of the business of Seller in the manner in which such business has been and is now conducted. Seller owns good and marketable title to or has valid leasehold interests in all of the Acquired Assets free and clear of all Liens.
Acquired Assets. “Acquired Assets” means all of Seller’s right, title, and interest in and to the following, but excluding the Excluded Assets:
Acquired Assets. 6.8.1 To the extent Acquired Assets are specifically identified in a Supplement, Kraft agrees to convey (or shall cause the applicable Eligible Recipient to convey) to Supplier, and Supplier agrees (or shall cause an Affiliate to agree) to accept, as of the Commencement Date, all of Kraft’s (or the applicable Eligible Recipient’s) right, title and interest in and to the Acquired Assets, other than the Acquired Assets in the Deferred Countries. In consideration for such conveyance, Supplier agrees to pay Kraft on the Commencement Date the Acquired Assets Credit specified in the applicable Supplement. In addition, Supplier shall be responsible for, and shall pay, or provide evidence of exemption from, all sales, use, goods and services and other similar taxes arising out of the conveyance of the Acquired Assets, excluding income taxes and franchise taxes. Kraft represents and warrants to Supplier that Supplier (or its Affiliates) shall take good title to the Acquired Assets as of the Commencement Date, free and clear of all liens. The conveyance of the Acquired Assets shall be effected by the delivery of each Acquired Asset to the Supplier where possible or, where this is not possible, by the delivery of a xxxx of sale in substantially the form set forth in Exhibit 2. Except as otherwise expressly provided in this Section 6.8, Kraft CONVEYS THE ACQUIRED ASSETS TO SUPPLIER ON AN AS-IS, WHERE-IS AND WITH-ALL-FAULTS BASIS. KRAFT HEREBY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, WITH RESPECT TO THE ACQUIRED ASSETS, OR THE CONDITION OR SUITABILITY OF SUCH ACQUIRED ASSETS FOR USE BY SUPPLIER TO PROVIDE THE SERVICES, INCLUDING WARRANTIES OF NON-INFRINGEMENT, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. Kraft shall convey and Supplier shall pay for the Acquired Assets in each Deferred Country, on the same terms described in this Section 6.8.1, on the date Supplier assumes responsibility for providing Services from such country.
Acquired Assets. Subject to the terms and conditions of this Agreement, and in reliance on the representations, warranties and agreements set forth herein, at the Closing (as defined in Section 2), Seller shall sell, convey, transfer, assign and put Buyer into possession of, and Buyer shall purchase from Seller, effective as of the Closing Date (as defined in Section 2), all of Seller's right, title and interest in and to all of the assets of Seller of every kind, tangible and intangible, wherever located, excepting only those assets specifically excluded in Section 1.2, and including, without limitation:
Acquired Assets. For purposes of this Agreement, the term “Acquired Assets” shall include the Contributed Assets set forth on Schedule 2.1(a)(i) and the Purchased Assets set forth on Schedule 2.1(a)(ii) and, subject to the provisions of Section 5.12(b), shall also include all right, title and interest of Seller in and to the following assets, properties and rights that are used in or related to the Business, other than the Excluded Assets, whether or not such assets are specifically listed on Schedule 2.1(a)(i) or Schedule 2.1(a)(ii) and in which event and to the extent that any of the assets listed below are not so included on Schedule 2.1(a)(i) or Schedule 2.1(a)(ii), such assets shall be deemed for all purposes of this Agreement to be Contributed Assets to the extent such assets are of the same type and character (i.e. non-intangible assets) as those described on Schedule 2.1(a)(i), as if set forth on and incorporated by reference into Schedule 2.1(a)(i) and such assets shall be deemed for all purposes of this Agreement to be Purchased Assets to the extent such assets are of the same type and character (i.e. intangible assets) as those described on Schedule 2.1(a)(ii), as if set forth on and incorporated by reference into Schedule 2.1(a)(ii):
Acquired Assets. Upon the terms and subject to the conditions contained herein, at the Closing, Seller shall sell, convey, transfer, assign and deliver to Buyer, and Buyer shall acquire from Seller, all right, title and interest of Seller in and to all the business, properties, assets and rights, whether tangible or intangible, real, personal or mixed, owned, leased or held by Seller that constitute, or are used in connection with or are related to the Hospital and the Licensed Operations, as such assets shall exist on the Closing Date, including the following items to the extent used or held for use in the operations of the Hospital and the Licensed Operations (except to the extent that any such assets constitute Excluded Assets) (collectively, the “Acquired Assets”).
Acquired Assets. Upon the terms and subject to the conditions contained in this Agreement and subject to requisite Bankruptcy Court approvals and the terms of the Sale Order, at the Closing, Sellers shall transfer and deliver to Buyer good and valid title to the Acquired Assets, free and clear of all Liens (other than Permitted Liens).
