Assets Transferred. On the terms and subject to the conditions set forth in this Agreement, the Company will sell, transfer, convey, assign and deliver to Purchaser, and Purchaser will purchase and pay for, at the Closing, all of the Company's right, title and interest in, and to all of the properties, assets and rights of every nature, kind and description, tangible and intangible (including goodwill), whether real, personal or mixed, whether accrued, contingent or otherwise, and whether now existing or hereafter acquired (other than the Excluded Assets) used primarily in connection with the Business, except as otherwise provided in SECTION 1.01(b), as the same shall exist on the Closing Date including but not limited to such properties, assets and rights in the following categories (collectively with any proceeds and awards referred to in SECTION 1.09, the "ASSETS"):
Assets Transferred. On the terms and subject to the conditions set forth in this Agreement, Seller will sell, transfer, convey, assign and deliver to Purchaser, and Purchaser will purchase and pay for, at the Closing, free and clear of all Liens other than Permitted Liens, all of Seller’s right, title and interest in, to and under the following Assets and Properties of Seller used or held for use in connection with the Business, as the same shall exist on the Closing Date (collectively, the “Assets”):
Assets Transferred. On the terms and subject to the conditions set forth in this Agreement, Seller will, or will cause its subsidiaries to, sell, transfer, convey, assign and deliver to Purchaser, and Purchaser will purchase and pay for, at the Closing, all of Seller's, or its applicable subsidiary's, right, title and interest in, to and under the following Assets and Properties of Seller (or its subsidiaries) used or held for use in connection with the Business (except as otherwise provided in Section 1(a)(xvi)), as the same shall exist on the Closing Date (the "Assets"):
Assets Transferred. On the terms and subject to the conditions set forth in this Agreement, Seller will sell, transfer, convey, assign and deliver to Purchaser, and Purchaser will purchase and pay for, at the Closing, free and clear of all Liens other than Permitted Liens, all of Seller’s right, title and interest in, to and under the following Assets and Properties of Seller used or held for use in connection with the Business, except as otherwise provided in Section 1.1(b), as the same shall exist on the Closing Date (collectively, with any proceeds and awards referred to in Section 1.8, the “Assets”):
(i) (Intentionally Omitted);
Assets Transferred. On the terms and subject to the conditions set forth in this Agreement, Seller will sell, transfer, convey, assign and deliver to Purchaser, and Purchaser will purchase and pay for, at the Closing, all of Seller's right, title and interest in, to and under the following Assets of Seller which were used by Seller in connection with the Siemens Laser Printer Maintenance Business as the same shall exist on the Closing Date (collectively, the "Assets"):
Assets Transferred. Upon receipt of written instructions from the Annuitant in a form deemed satisfactory by the Trustee, the Trustee shall transfer, in the manner prescribed by the Tax Legislation, all or part of the Assets of the Fund or an amount equivalent to the value of such assets at that time, as well as all information necessary for the continuance of the Fund, to any person legally authorized to become an issuer under another RRIF of which the Annuitant may be the beneficiary, after deducting all amounts to be retained in application of paragraphs 146.3(2)(e.1) or 146.3(2)(e.2) of the Tax Act, as applicable, as well as any fees and disbursements to which the Trustee is entitled.
Assets Transferred. On the terms and subject to the conditions ------------------ set forth in this Agreement, Sellers will, and Parent will cause Sellers to, sell, transfer, convey, assign and deliver to Purchaser, and Purchaser will purchase and pay for, at the Closing, all of Sellers" rights, title and interests in, to and under all of the assets and properties of Sellers used or held for use in connection with the Business, free and clear of all Liens, except as otherwise provided in Section 1.01(b), as the same shall exist on the --------------- Closing Date (collectively with any proceeds and awards referred to in Section ------- 1.11, the "Assets"), including, without limitation, the following: ----
Assets Transferred. On the terms and subject to the conditions set forth in this Agreement, Sellers will sell, transfer, convey, assign and deliver to Purchaser, and Purchaser will acquire from Sellers (free and clear of all Encumbrances, other than Permitted Encumbrances and as otherwise expressly provided herein) and purchase and pay for, at the Closing, all of Sellers' right, title and interest in, to and under the following Assets and Properties of Sellers used in connection with the Business, except as otherwise provided in Section 1.01(b), as the same exist on the Closing Date (collectively, the "Assets"):
Assets Transferred. On the terms and subject to the conditions set forth in this Agreement, Sellers will sell, transfer, convey, assign and deliver to Parent and Purchasers, and Parent and Purchasers will purchase and pay for, at the Closing, free and clear of all Liens other than Permitted Liens, all of Sellers' right, title and interest in, to and under the assets and properties of Sellers used in connection with the Business, as the same shall exist on the Closing Date (the "Assets") including, without limitation, the following assets used in connection with the Business, but specifically excluding the Excluded Assets (as such term is defined in Section 1.01(b)):
Assets Transferred. MPMS agrees to transfer to AAC, as a capital contribution to Aero, and AAC agrees to acquire from MPMS, on the terms and conditions set forth in this Agreement, MPMS's entire right, title and interest in, to and under the Business, as a going concern, including all of the assets owned or used by MPMS in connection with or arising out of the Business of every type and description, tangible and intangible, wherever located and whether or not reflected on the books and records of MPMS (all of the assets, properties, rights and business being hereinafter sometimes collectively referred to as the "Assets"), including, but not limited to,
(i) All equipment relating to the Business, including the equipment set forth on Exhibit A;
(ii) All inventory relating to the Business, including the inventory set forth on Exhibit A;
(iii) All accounts and notes receivable relating to the Business, including the accounts receivable set forth on Exhibit A;
(iv) All real property of the Business;
(v) All leasehold interests on real or personal property;
(vi) All proprietary information of the Business;
(vii) The benefit of all contracts, unfulfilled or outstanding purchase orders, sales contracts, labor and employee benefit plans, agency agreements, pricing agreements, other commitments and engagements to which MPMS is entitled on the Effective Date (herein defined) and that relate to the Business;
(viii) All cash and cash equivalents; and
(ix) Any goodwill associated with the Business.
