Common use of Acquired Assets Clause in Contracts

Acquired Assets. Subject to the terms and conditions of this Agreement, at and as of the Closing, Seller shall sell, assign, convey, transfer and deliver to Purchaser, and Purchaser shall purchase, acquire and take assignment and delivery of, all of the assets (wherever located) (other than the Excluded Assets) that are owned by Seller or that are used by Seller in the Business, in each case free and clear of all Liens, including all of Seller’s right, title and interest in and to the following:

Acquired Assets. Subject to On the terms and subject to the conditions of set forth in this Agreement, at and as of the Closing, Seller shall sell, assign, conveytransfer, transfer convey and deliver to Purchaser, and Purchaser shall purchasepurchase and accept from Seller, acquire and take assignment and delivery of, all of the assets (wherever located) (other than the Excluded Assets) that are owned by Seller or that are used by Seller in the Business, in each case free and clear of all Liens, including all of Seller’s right, title and interest in and to all of the following:assets of Seller (other than the Excluded Assets), including without limitation the following (the “Acquired Assets”):

Acquired Assets. Subject to In accordance with the terms and conditions of this Agreement, at and as of the Closing, Seller shall sell, assigntransfer, convey, transfer convey and deliver assign to Purchaser, Buyer and Purchaser Buyer shall purchase, acquire and take assignment and delivery ofaccept on the Closing Date, as hereinafter set forth, all of the assets (wherever located) (other than the Excluded Assets) that are owned by Seller or that are used by Seller in the Business, in each case free and clear of all Liens, including all of Seller’s 's right, title and interest in and to the following:Acquired Assets, free and clear of all Encumbrances (as defined below). For convenience, the business conducted by Seller with respect to the Acquired Assets is sometimes referred to as the “Acquired Business.”

Acquired Assets. Subject On and subject to the terms and conditions of this Agreement, at the Closing (as defined herein) Buyer shall purchase from Sellers, and as of the Closing, Seller Sellers shall sell, assigntransfer, convey, transfer and deliver to Purchaser, and Purchaser shall purchase, acquire and take assignment and delivery ofBuyer, all of the assets (wherever located) (other than Assets of the Excluded Assets) Sellers primarily relating to the Business that are owned by Seller or that are used by Seller in specified on Part 1 of Schedule 1(a) hereto (the Business"Acquired Assets"), in each case free and clear of all Liensmortgages, including pledges, liens, encumbrances or other security interests created by or through any of the Sellers (all of Seller’s rightthe foregoing, title and interest in and to the following:"Liens").

Acquired Assets. Subject to the terms and conditions of this Agreement, at and as of the Closing, Purchaser shall purchase from Seller, and Seller shall sell, convey, assign, convey, transfer and deliver to Purchaser, good and Purchaser shall purchase, acquire and take assignment and delivery of, marketable title to all of the assets (wherever located) (other than the Excluded Assets) that are and properties owned by Seller it or that are used by Seller it in the operation of the Business, in each case free and clear of all Lienswhether tangible or intangible, including the Books and Records, the Intellectual Property, telephone numbers, all goodwill associated with the Business, all rights, claims and causes of Seller’s rightaction of Seller against others, title and interest in and to all rights of Seller under the following:Contracts, but specifically excluding the Excluded Assets (collectively, the "Acquired Assets").

Acquired Assets. Subject to the terms and conditions of this Agreement, at and as of the Closing, Buyer shall purchase, assume and accept from Seller and Seller shall convey, sell, assigntransfer, convey, transfer assign and deliver to Purchaser, and Purchaser shall purchase, acquire and take assignment and delivery ofBuyer, all of the assets (wherever located) (other than the Excluded Assets) that are owned by Seller or that are used by Seller in the Business, in each case free and clear of all Liens, including all of Seller’s right, its right title and interest in and to the following:Acquired Assets.

Acquired Assets. Subject to On the terms and subject to the conditions of set forth in this Agreement, at and the Closing (except as of otherwise provided below), the Closing, Seller Companies shall sell, convey, assign, convey, transfer and deliver to Purchaser, Purchaser and Purchaser shall purchase, acquire and take assignment accept from the Seller Companies, free and delivery ofclear of any and all Liens, other than Permitted Liens, all of the assets (wherever located) (other than the Excluded Assets) that are owned by Seller or that are used by Seller in the Business, in each case free and clear of all Liens, including all of Seller’s Companies’ right, title and interest in and to the following:following assets (collectively, the “Acquired Assets”):

Acquired Assets. Subject (a) On the terms, and subject to the terms and conditions of this Agreement, at and as of on the ClosingClosing Date, Seller shall sell, assign, conveytransfer, transfer convey and deliver to PurchaserBuyer, and Purchaser Buyer shall purchase, acquire and take assignment and delivery of, purchase from Seller all of the assets (wherever located) (other than the Excluded Assets) that are owned by Seller or that are used by Seller in the Business, in each case free and clear of all Liens, including all of Seller’s right, title and interest of Seller in and to all tangible and intangible assets, properties and rights used in connection with or otherwise related to the followingoperation of the Business (such assets, properties and rights being referred to herein as the "Acquired Assets"), including, without limitation, the following assets, properties and rights:

Acquired Assets. Subject to and upon the terms and conditions of set forth in this Agreement, at and as of the Closing, the Seller shall sell, assigntransfer, convey, transfer assign and deliver to Purchaserthe Buyer, and Purchaser the Buyer shall purchase, acquire and take assignment and delivery ofpurchase from the Seller, all of the assets (wherever located) (other than the Excluded Assets) that are owned by Seller or that are used by Seller in the Business, in each case free and clear of all Liens, including all of Seller’s right, title and interest in, to and under all of the business of, and all of the assets and properties related to, and used in or held for use in the operation of the business of, the Seller of every kind, character and to description, whether tangible, intangible, personal or mixed, and wherever located (the following:“Acquired Assets”).

Acquired Assets. Subject On and subject to the terms and conditions of this Agreement, at Buyer shall purchase from Seller, and as of the Closing, Seller shall sell, assigntransfer, convey, transfer convey and deliver to Purchaser, and Purchaser shall purchase, acquire and take assignment and delivery ofBuyer, all of the assets (wherever located) (other than the Excluded Assets) that are owned by Seller or that are used by Seller in the Business, in each case free and clear of all Liens, including all of Seller’s 's right, title and interest in and to the followingfollowing assets (collectively referred to as the "Acquired Assets"); provided, however, that the Acquired Assets will not include any Excluded Assets:

Acquired Assets. Subject to Upon the terms and conditions of contained in this Agreement, Sellers shall sell, transfer, convey and assign to Buyer, and Buyer shall purchase and acquire from Sellers, at and as of the Closing, Seller shall sell, assign, convey, transfer and deliver to Purchaser, and Purchaser shall purchase, acquire and take assignment and delivery of, all of the assets (wherever located) (other than the Excluded Assets) that are owned by Seller or that are used by Seller in the Business, in each case free and clear of all Liens, including all of Seller’s right, title and interest in and to the following:Shares.

Acquired Assets. Subject to Upon the terms and subject to the conditions of set forth in this Agreement, at the Closing and effective as of the Closingdate set forth in the applicable b▇▇▇ of sale, Seller shall shall, except to the extent excluded by Section 2.2, sell, transfer, assign, convey, transfer and deliver to PurchaserBuyer, and Purchaser shall purchase, acquire and take assignment and delivery of, all of the assets (wherever located) (other than the Excluded Assets) that are owned by Seller or that are used by Seller in the Business, in each case free and clear of all LiensEncumbrances other than Permitted Encumbrances, including all of Seller’s right, title title, and interest in and to the following:following assets and property of the Business (all such assets and property shall herein be referred to collectively as the “Acquired Assets”):

Acquired Assets. Subject to On the terms and subject to the conditions of set forth in this Agreement, at and as of the Closing, Seller shall sell, assign, convey, transfer and deliver convey to PurchaserBuyer, and Purchaser Buyer shall purchasepurchase and acquire from Seller, acquire and take assignment and delivery of, all of the assets (wherever located) (other than the Excluded “Acquired Assets) that are owned by Seller or that are used by Seller in the Business, in each case free and clear of all Liens, including all of Seller’s right, title and interest in and to the following:”.

Acquired Assets. Subject to and upon the terms and conditions of set forth in this AgreementAgreement and in the Operative Agreements, at and as of the Closing, Seller shall the Sellers will sell, assigntransfer, convey, transfer assign and deliver to the Purchaser, and the Purchaser shall will purchase, acquire and take assignment and delivery ofassume from the Sellers, on an “as-is, where-is, with all faults” basis, all of the assets (wherever located) (other than the Excluded Assets) that are owned by Seller or that are used by Seller in the Business, in each case free and clear of all Liens, including all of Seller’s right, title and interest in of the Sellers in, to and to under the followingfollowing assets of the Sellers, as the same shall exist on the Closing Date (collectively, the “Acquired Assets”), and no others:

Acquired Assets. Subject to the terms and conditions of this Agreement, at and as of the ClosingClosing (defined below), Seller shall sell, assign, conveytransfer, transfer convey and deliver to PurchaserBuyer, and Purchaser Buyer shall purchase, acquire and take assignment and delivery of, of all of the assets assets, properties, contractual rights, goodwill, going concern value, rights and claims owned, leased or licensed by or to Seller (wherever located) that are primarily used in, primarily held for use in, or primarily related to, the Business (other than except for the Excluded Assets) that are owned by Seller or that are used by Seller in (collectively, the Business“Acquired Assets”), in each case free and clear of all Liens, including all of Seller’s right, title and interest in and to the followingincluding:

Acquired Assets. Subject to the terms and conditions of set forth in this Agreement, at and the Closing (as of defined in Section 4.1 hereof), the Closing, Seller shall sell, convey, assign, convey, transfer and deliver to Purchaserthe Buyer, and Purchaser the Buyer shall purchase, acquire and take assignment and delivery of, all of the assets (wherever located) of the Seller (other than the Excluded AssetsAssets specified in Section 1.2 hereof) that are owned by Seller or that are used by Seller in the Business, in each case free and clear of all Liens, including (all of Seller’s right, title and interest in and which assets are hereinafter referred to collectively as the following:"Acquired Assets").

Acquired Assets. Subject to Upon the terms and subject to the conditions of set forth in this Agreement, at and as of the Closing, the Seller shall sell, convey, assign, convey, transfer and deliver (or cause to Purchaserbe sold, conveyed, assigned, transferred and delivered) to the Buyer, and Purchaser the Buyer shall purchase, purchase and acquire and take assignment and delivery offrom the Seller, all of the assets (wherever located) (other than the Excluded Assets) that are owned by Seller or that are used by Seller in the Business, in each case free and clear of all Liens, including all of Seller’s 's right, title and interest in and to the following:Acquired Assets, free and clear of any Liens (other than any Permitted Liens).

Acquired Assets. Subject Upon the terms and subject to the terms provisions and conditions of this Agreement, at and as of the Closing, Seller each of the Sellers shall sell, assign, convey, transfer and deliver convey to Purchaser, and Purchaser shall purchase, acquire and take assignment and delivery ofaccept from each Seller, all of the assets (wherever located) (other than the Excluded Assets) that are owned by Seller or that are used by Seller in the Business, in each case free and clear of all Liens, including all of Seller’s right, title and interest in of such Seller in, to and to under the following:Acquired Assets.

Acquired Assets. Subject to the terms and conditions of set forth in --------------- this Agreement, at and as of the Closing, Seller shall sell, assign, convey, transfer and deliver to Purchaserthe Buyer, and Purchaser the Buyer shall purchase, acquire and take assignment and delivery of, of all of the assets set forth in Exhibit A (wherever located) (other than the Excluded Assets) that are owned by Seller or that are used by Seller in the Business, in each case free and clear of all Liens, including all of Seller’s right, title and interest in and which assets are hereinafter referred to collectively as the following:"Acquired Assets").

Acquired Assets. Subject to Upon the terms and subject to the conditions of this Agreement, at and as of the Closing, each Seller shall sell, assign, convey, transfer and deliver convey to PurchaserBuyer at Closing, and Purchaser shall purchase, acquire and take assignment and delivery of, all of the assets (wherever located) (other than the Excluded Assets) that are owned by Seller or that are used by Seller in the Business, in each case free and clear of all LiensLiens and Other Encumbrances, including all of such Seller’s right, title and interest in in, to and to under the followingassets listed below (the “Acquired Assets”), and Buyer shall purchase such Acquired Assets and assume the Assumed Liabilities: