Common use of Agreement to Sell and Purchase Assets Clause in Contracts

Agreement to Sell and Purchase Assets. Subject to the terms and conditions set forth in this Agreement, and in reliance upon the joint and several representations and warranties made by the Seller and the Shareholder to the Purchaser in this Agreement, the Seller shall sell to the Purchaser and the Purchaser shall purchase and receive from the Seller, free and clear of all Encumbrances and all obligations and liabilities (other than the Assumed Liabilities), all of the tangible and intangible assets of the Seller, whether real, personal or mixed, that are incremental or relating to, or used in connection with, the Business, wherever located, including, without limitation (i) the assets included on the Seller Balance Sheet, (ii) the assets listed on Schedule 2.1(a) attached to this Agreement, and (iii) all assets acquired by the Seller after June 30, 1997 and on or prior to the Closing Date, but excluding the Excluded Assets and any assets disposed of in the ordinary course of business consistent with past practice (collectively, the "Purchased Assets").

Agreement to Sell and Purchase Assets. Subject to the terms and conditions set forth in this Agreement, and in reliance upon the joint and several representations and warranties made by the Seller and the Shareholder Shareholders to the Purchaser in this Agreement, the Seller shall sell to the Purchaser and the Purchaser shall purchase and receive from the Seller, free and clear of all Encumbrances and all obligations and liabilities (other than the Assumed Liabilities), all of the tangible and intangible assets of the Seller, whether real, personal or mixed, that are incremental or relating to, or used in connection with, the Business, wherever located, including, without limitation (i) the assets included on the Seller Balance Sheet, (ii) the assets listed on Schedule 2.1(a) attached to this Agreement, and (iii) all assets acquired by the Seller after June 30December 31, 1997 1996 and on or prior to the Closing Date, but excluding the Excluded Assets (as set forth on Schedule 2.1(b)) and any assets disposed of in the ordinary course of business consistent with past practice (collectively, the "Purchased Assets").

Agreement to Sell and Purchase Assets. Subject to the terms and conditions set forth in this Agreement, and in reliance upon the joint and several representations and warranties made by the Seller and the Shareholder Shareholders to the Purchaser and Parent in this Agreement, the Seller shall sell to the Purchaser and the Purchaser shall purchase and receive from the Seller, free and clear of all Encumbrances and all obligations and liabilities (other than the Assumed Liabilities), all of the tangible and intangible assets of the Seller, whether real, personal or mixed, that are incremental or relating to, or used in connection with, the Business, wherever located, including, without limitation (i) the assets included on the Seller Balance Sheet, Sheet (ii) the assets listed on Schedule 2.1(a) attached to this Agreement, and (iii) all assets acquired by the Seller after June 30, 1997 and on or prior to the Closing Date, but excluding the Excluded Assets and any assets disposed of in the ordinary course of business consistent with past practice (collectively, the "Purchased Assets").

Agreement to Sell and Purchase Assets. Subject to the terms and conditions set forth in this Agreement, and in reliance upon the joint and several representations and warranties made by the Seller and the Shareholder Shareholders to the Purchaser and Parent in this Agreement, the Seller shall sell to the Purchaser and the Purchaser shall purchase and receive from the Seller, free and clear of all Encumbrances and all obligations and liabilities (other than the Assumed Liabilities), all of the tangible and intangible assets of the Seller, whether real, personal or mixed, that are incremental or relating to, or used in connection with, the Business, wherever located, including, without limitation (i) the assets included on the Seller Balance Sheet, (ii) the assets listed on Schedule 2.1(a) attached to this Agreement, and (iii) all assets acquired by the Seller after June 30, 1997 and on or prior to the Closing Date, but excluding the Excluded Assets and any assets disposed of in the ordinary course of business consistent with past practice (collectively, the "Purchased Assets").

Agreement to Sell and Purchase Assets. Subject to the terms and conditions set forth in this Agreement, and in reliance upon the joint and several representations and warranties made by the Seller and the Shareholder Shareholders to the Purchaser in this Agreement, the Seller shall sell to the Purchaser and the Purchaser shall purchase and receive from the Seller, free and clear of all Encumbrances and all obligations and liabilities (other than the Assumed Liabilities), all of the tangible and intangible assets of the Seller, whether real, personal or mixed, that are incremental or relating to, or used in connection with, the Business, wherever located, including, without limitation (i) the assets included on the Seller Balance Sheet, (ii) the assets listed on Schedule 2.1(a) attached to this Agreement, and (iii) all assets acquired by the Seller after June 30, 1997 and on or prior to the Closing Date, but excluding the Excluded Assets and any assets disposed of in the ordinary course of business consistent with past practice (collectively, the "Purchased Assets").