Common use of Assets to be Purchased by Buyer Clause in Contracts

Assets to be Purchased by Buyer. Subject to Section 1.2 and on and subject to the other terms and conditions set forth in this Agreement, Sellers hereby agree to grant, sell, convey, assign, transfer and deliver to Buyer, or cause to be granted, sold, conveyed, assigned, transferred and delivered to Buyer, and Buyer agrees to purchase as a going concern, as of the Closing (as defined herein), all of the assets owned by any of Sellers or any of Sellers' respective Affiliates (as defined herein) used exclusively in the Business, of every kind and description and wherever located, free and clear of all Liens (except for Permitted Encumbrances and Real Property Permitted Encumbrances), including, without limitation, the following: