Common use of Assets to be Sold Clause in Contracts

Assets to be Sold. At the Closing, Seller shall sell, deliver, transfer and assign to Purchaser, free and clear of all liens, security interests, claims, charges, restrictions and encumbrances of every kind, nature and description, and Purchaser shall purchase for the consideration hereinafter provided, all of the tangible and intangible assets being used by Seller exclusively in Seller's Business (the "Purchased Assets"), save and except for the assets retained by Seller as set forth in Paragraph 1.3

Assets to be Sold. At Upon the Closingterms and subject to the conditions of this Agreement, Seller shall sell, transfer, assign, convey and deliver, transfer or cause to be sold, transferred, assigned, conveyed and assign delivered, to Purchaser, free and clear of all liens, security interests, claims, charges, restrictions and encumbrances of every kind, nature and descriptionBuyer, and Purchaser Buyer shall purchase for and acquire from Seller, at the consideration hereinafter providedClosing, all of the tangible and intangible assets being used by Seller exclusively in Seller's Business right, title and interest in and to the following assets as such assets may exist on the Closing Date (collectively, the "Purchased Acquired Assets"), save and except for the assets retained by Seller as set forth in Paragraph 1.3): 2.

Assets to be Sold. At the Closing, Closing the Seller shall sell, deliver, transfer and assign sell to Purchaser, free and clear of all liens, security interests, claims, charges, restrictions and encumbrances of every kind, nature and descriptionthe Buyer, and Purchaser the Buyer shall purchase for from the consideration hereinafter providedSeller, all of the tangible assets, properties, rights and intangible assets being used by Seller exclusively in business of the Seller, including, without limitation, all of the Seller's Business right, title and interest in and to the assets set forth on Schedule 1.1 (all of such assets, properties and rights being sometimes collectively referred to herein as the "Purchased Assets"), save and except for the assets retained by Seller as set forth in Paragraph 1.3.

Assets to be Sold. At Upon the terms and subject to the conditions set forth in this Agreement, at the Closing, Seller but effective as of the Effective Time, Sellers shall sell, deliverconvey, assign, transfer and assign deliver to PurchaserBuyer, and Buyer shall purchase and acquire from Sellers, free and clear of all liens, security interests, claims, charges, restrictions and encumbrances of every kind, nature and description, and Purchaser shall purchase for the consideration hereinafter providedany Encumbrances other than Permitted Encumbrances, all of Sellers' right, title and interest in and to all of the tangible and intangible assets being used by Seller exclusively Intellectual Property Assets as described in Seller's Business more detail on Exhibit A attached hereto (the "Purchased Assets"), save and except for the assets retained by Seller as set forth in Paragraph 1.3.

Assets to be Sold. At Upon the terms and subject to the conditions set forth in this Agreement, at the Closing, Seller shall sell, deliverconvey, assign, transfer and assign deliver to PurchaserBuyer, free and clear Buyer shall purchase and acquire from Seller, subject to any and all Liabilities and Encumbrances, all of Seller’s right, title and interest in and to all liensof such Seller’s property and assets, security interestsreal, claimspersonal or mixed, chargestangible and intangible, restrictions and encumbrances of every kind, nature kind and description, and Purchaser shall purchase for wherever located, but excluding the consideration hereinafter provided, all of the tangible and intangible assets being used by Seller exclusively in Seller's Business Excluded Assets (the "Purchased “Assets"”), save and except for the assets retained by Seller as set forth in Paragraph 1.3.

Assets to be Sold. At the ClosingClosing (as defined herein) and subject to the terms and conditions set forth in this Agreement, Seller shall sell, deliver, transfer sell and assign to Purchaser, free and clear of all liens, security interests, claims, charges, restrictions and encumbrances of every kind, nature and description, and Purchaser shall purchase for from Seller, all of Seller's right, title and interest in, to and under the consideration hereinafter providedPurchased Assets, which Purchased Assets shall include, without limitation, all of the tangible Purchased Assets described in Section 1.1 of the Auction Agreement and intangible any and all other assets being used acquired by Seller exclusively in Seller's Business (pursuant to the "Purchased Assets"), save and except for the assets retained by Seller as set forth in Paragraph 1.3Auction Agreement.

Assets to be Sold. At Upon the terms and subject to the conditions set forth in this Agreement, at Closing, Seller shall sell, deliverconvey, assign, transfer and assign deliver to PurchaserBuyer, and Buyer shall purchase and acquire from Seller, free and clear of all liensany Encumbrances, security interests, claims, charges, restrictions and encumbrances of every kind, nature and description, and Purchaser shall purchase for other than the consideration hereinafter providedPermitted Encumbrances described in Schedule 3.8, all of the tangible Seller’s right, title and intangible assets being used by Seller exclusively interest in and to all of Seller's Business (the "Purchased Assets"), save and except for the assets retained by Seller as set forth in Paragraph 1.3’s Acquired Assets wherever located.