Acquisition and Transfer of Assets. At the Closing (as hereinafter defined), upon the terms and subject to the conditions hereinafter set forth, Seller shall sell, assign, transfer, convey and deliver to Purchaser, and Purchaser shall purchase, acquire and accept from Seller all right, title and interest of Seller in and to the certain assets relating to the fiber portion of Seller's digital network, including, without limitation, in and to all of the assets, properties, rights, contracts and claims employed in connection with such assets, wherever located, whether tangible or intangible, as the same shall exist as of the Closing. The assets, properties, contracts and claims to be purchased pursuant to this Agreement are hereinafter collectively referred to as the "Fiber Assets." The Fiber Assets shall include, without limitation, all right, title and interest of Seller and its Subsidiaries in and to the assets, properties, rights, contracts and claims described in the following paragraphs (a) through (g) but in each case, only to the extent exclusively used in, held for exclusive use in or exclusively related to the Fiber Assets:
Acquisition and Transfer of Assets. At the Closing (as hereinafter defined), upon the terms and subject to the conditions hereinafter set forth, Seller shall sell, assign, transfer, convey and deliver to Purchaser, and Purchaser shall purchase, acquire and accept from Seller all right, title and interest of Seller in and to all the fiber optic cable purchased under the Lucent Agreement (collectively referred to herein as the "Fiber Assets").
Acquisition and Transfer of Assets. For the consideration hereinafter provided and upon the terms and subject to the conditions hereinafter set forth, at the Closing the Seller shall sell, assign, transfer, convey and deliver to the Purchasers, and the Purchasers shall purchase, acquire and accept from the Seller, all of the Seller's right, title and interest in and to the Business, including, without limitation, in and to all of the assets, properties, rights, contracts and claims, employed principally in the Business (except as otherwise specifically set forth in Section 1.2 hereof), wherever located, whether tangible or intangible, as the same shall exist as of the Closing (such rights, title and interest in and to all such assets, properties, rights, contracts and claims, being collectively referred to herein as the "Assets"), except that Purchaser II shall only acquire the Intangible Assets (as hereinafter defined) and Purchaser I shall acquire all of the other Assets. The Assets shall include, without limitation, all of the Seller's rights, title and interest in and to the assets, properties, rights, contracts and claims described in the following paragraphs (a) through (j) but in each case, only to the extent principally used in, held for principal use in or principally related to the Business:
Acquisition and Transfer of Assets. Upon the terms and subject to the conditions hereinafter set forth, at the Closing, the Companies shall sell, assign, transfer, convey and otherwise deliver to Purchaser, and Purchaser shall purchase, acquire and otherwise accept from the Companies, all right, title and interest of the Companies in, to and under the assets, properties, rights, contracts, claims, operations and businesses of the Companies solely in connection with the Purchased Business of every kind and description (other than those specifically excluded pursuant to Section 2.2 hereof), solely to the extent located in the Purchased Stores, whether tangible or intangible, real, personal or mixed, whether or not appearing on the books of the Companies, which are used, reserved for use, or otherwise employed, by the Companies solely in the conduct of the Purchased Business as of the Closing Date (collectively, the "Purchased Assets"), including, without limitation, all of the Companies' right, title and interest in and to the following assets, properties, rights, contracts, claims, operations and businesses:
Acquisition and Transfer of Assets. 10 2.1 Acquisition and Transfer of Assets ................. 10 2.2
Acquisition and Transfer of Assets. Upon the terms and subject to the conditions hereinafter set forth, ETG shall sell, assign, transfer, convey and deliver to the Company, and the Company shall purchase, acquire and accept from ETG, free and clear of all liens, claims, charges and encumbrances (subject to only those liens for liabilities which the Company specifically agrees in writing to assume or as otherwise set forth in Section 2.3(a)), all of ETG's right, title and interest in and to all of the assets, properties, rights, Contracts and claims used or held for use in or related to the Business (except as otherwise set forth in Section 2.2 hereof), of every kind, character and description, wherever located, whether tangible or intangible, whether real, personal or mixed, whether accrued, contingent or otherwise as the same shall exist as of the Closing (such rights, title and interest in and to all such assets, properties, rights, Contracts and claims, being collectively referred to herein as, the "Assets"). Except as disclosed in Section 2.2 hereof, the Assets shall include all of the ETG's rights, title and interest in and to the assets, properties, rights, Contracts and claims described in the following paragraphs (a) through (i) used or held for use in or related to the Business as of the Closing:
Acquisition and Transfer of Assets. Upon the terms and subject to the ---------------------------------- conditions hereinafter set forth, on the Closing Date (as defined in Section 10.1 hereof) the Sellers shall sell, assign, transfer, convey and deliver to Purchaser, and Purchaser shall purchase, acquire and accept from the Sellers, free and clear of all Liens, except the Permitted Exceptions, all of the Sellers' right, title and interest in and to all of the assets, properties, rights, contracts and claims employed in, identified on the books and records of, and owned by, the Sellers and used in the Business (except as otherwise set forth in Section 1.3 hereof), of every kind and description, wherever located, whether tangible or intangible, real, personal or mixed, as the same shall exist on the Closing Date (collectively, the "Assets") and assume all Assumed Liabilities as defined herein. Except as otherwise set forth in Section 1.3 hereof, the Assets shall include, without limitation, all of the Sellers' right, title and interest in and to all assets, properties, rights, contracts and claims set forth on Schedules 1.1(a) through 1.1(p) hereto which is a listing as of May 31, 1996:
Acquisition and Transfer of Assets. Upon the terms and subject to the conditions hereinafter set forth, the Seller shall sell, assign, transfer, convey and deliver to the Buyer, and the Buyer shall purchase, acquire and accept from the Seller, all of the Seller's right, title and interest in and to the assets, properties, rights, contracts and claims described in paragraphs (a) through (l) of this Section 1.1, wherever located, whether tangible or intangible, as the same shall exist as of the Closing but, in each case, only to the extent exclusively used in, held for use in or related to the Ethamolin product line of Seller described in Schedule 1.1 (the "Product Line") (such right, title and interest in and to all such assets, properties, rights, contracts and claims being collectively referred to herein as the (the"Assets"):
Acquisition and Transfer of Assets. Upon the terms and subject to the conditions of this Agreement and except as set forth in Section 2.02 and subject to Section 11.02 hereto, at the Closing Ignition shall sell, transfer, assign, deliver and otherwise convey to Purchaser, and Purchaser shall purchase, acquire and accept from Ignition, all of Ignition's right, title and interest in, to and under, and all obligations under or relating to, all of the following assets and properties wherever located, as the same shall exist as of the Closing (the "PURCHASED ASSETS"):
Acquisition and Transfer of Assets. Subject to the terms and conditions set forth in this Agreement, Seller shall transfer and convey to Buyer, and Buyer shall acquire from Seller, all of Seller's right, title and interest in and to the following assets, both tangible and intangible, of Seller used in the business (referred to collectively as the "Assets"):
