Common use of Covenant of Purchase and Sale; Assets Clause in Contracts

Covenant of Purchase and Sale; Assets. Subject to the terms and conditions set forth in this Agreement, at Closing Seller shall sell, convey, assign, and transfer to Buyer, and Buyer shall acquire from Seller in consideration for the Purchase Price, free and clear of all Liens (except for Permitted Liens, other than those Permitted Liens identified on Schedule 5.4 as ------------ Liens to be terminated, released, removed or satisfied as of the Closing Date) , all right, title and interest of Seller or any Affiliate of Seller in all of the assets and properties, real and personal, tangible and intangible, used or held for use by Seller in its operation of the Business (the "Assets"), including, without limitation, the following:

Covenant of Purchase and Sale; Assets. Subject to the terms and conditions set forth in this Agreement, at Closing Seller shall sell, convey, assign, and transfer to Buyer, and Buyer shall acquire from Seller in consideration for the Purchase Price, free and clear of all Liens (except for Permitted Liens, other than those Permitted Liens identified on Schedule 5.4 as ------------ Liens to be terminated, released, removed or satisfied as of the Closing Date) ), all right, title and interest of Seller or any Affiliate of Seller in all of the assets and properties, real and personal, tangible and intangible, used or held for use by Seller in its operation of the Business (the "Assets"), including, without limitation, the following: