Common use of Assets to be Transferred and Acquired Clause in Contracts

Assets to be Transferred and Acquired. (a) Subject to Section 1.1(b) hereof and to the other terms and conditions of this Agreement, at the Closing (as hereinafter defined), Cakewalk will contribute, assign, transfer and convey to CDBeat, free and clear of all Liens (other than Permitted Liens), and CDBeat shall acquire from Cakewalk, all of the tangible and intangible assets used, held for use or useful in the Business (collectively, the "Assets") including:

Assets to be Transferred and Acquired. (a) Subject to Section 1.1(b) hereof and to the other terms and conditions of this Agreement, at the Closing (as hereinafter defined), Cakewalk will contribute, assign, transfer and convey to CDBeat, free and clear of all Liens (other than Permitted Liens), and CDBeat shall acquire from Cakewalk, all of the tangible and intangible assets used, held for use or useful in the Business (collectively, the "AssetsASSETS") including: