DESCRIPTION OF ASSETS TO BE ACQUIRED. The assets of each Acquired Fund to be acquired by each Acquiring Fund shall consist of all property, including without limitation, all cash, cash equivalents, securities, commodities and futures interests, receivables (including interest or dividends receivable), any claims or rights of action or rights to register shares under applicable securities laws, and other property owned by each Acquired Fund and any deferred or prepaid expenses shown as an asset on the books of each Acquired Fund at the Effective Time (the "Assets"). 2.3
DESCRIPTION OF ASSETS TO BE ACQUIRED. On the terms and subject to the conditions set forth in this Agreement, at the Closing Time (as defined in Section 7.1), Seller will convey, sell, transfer, assign, and deliver to Purchaser and Purchaser shall purchase and acquire from Seller, all right, title, and interest in and to the assets, properties, and rights of Seller specifically referred to in this Section 1.1 (collectively, the "Assets") free and clear of all liens, pledges, charges, claims, actions, suits, proceedings, security interests or other encumbrances of any sort ("Liens"), other than as set forth on Schedule 1.1. The Assets consist of the following:
DESCRIPTION OF ASSETS TO BE ACQUIRED. Upon the terms and subject to the conditions set forth in this Agreement, at the Time of Closing (as defined in Section 6.1), Sellers agree to convey, sell, transfer, assign and deliver to Purchaser, and Purchaser agrees to purchase and assume from Sellers, all right, title and interest of Sellers at the Time of Closing in and to certain assets, properties and rights related to the Business, as follows:
DESCRIPTION OF ASSETS TO BE ACQUIRED. Upon the terms and subject to the conditions set forth in this Agreement, at the Closing (as defined in Section 6.1), Seller agrees to convey, sell, transfer, assign and deliver to Buyer, and Buyer shall purchase from Seller, all right, title and interest of Seller in and to the assets, properties, rights of the business of Incara Research Laboratories, Seller's anti-infective division (the "Business"), of every kind, nature and description, personal, tangible and intangible, known or unknown, wherever located, including, without limiting the generality of the foregoing:
DESCRIPTION OF ASSETS TO BE ACQUIRED. Upon the terms and subject to the conditions set forth in this Agreement, at the Time of Closing (as defined in Section 6.1 hereof), Seller agrees to contribute, convey, sell, transfer, assign, and deliver to Company, all right, title, and interest of Seller in and to the following assets, properties, and rights, wherever located:
DESCRIPTION OF ASSETS TO BE ACQUIRED. Upon the terms and subject to the conditions set forth in this Agreement, effective as of the Closing Date (as defined in Section 7.1 hereof), Seller shall convey, sell, transfer, assign and deliver to Buyer, and Buyer shall purchase from Seller, all rights, title and interest of Seller at the Closing (as defined in Section 7.1) in and to the following assets, properties and rights (collectively, the “Assets”) used or held for use in the Business (other than the Excluded Assets (as defined in Section 1.2)), as follows:
DESCRIPTION OF ASSETS TO BE ACQUIRED. Upon the terms and subject to the conditions set forth in this Agreement, at the Time of Closing or AR Time of Closing, as applicable (as defined in Section 6.1), and subject to Section 1.2 below, Seller agrees to convey, sell, transfer, assign, and deliver to Purchaser, and Purchaser shall purchase from Seller, all right, title, and interest of Seller at the Time of Closing or AR Time of Closing, as applicable, in and to the assets, personal properties, and rights of the Business of every kind, nature, and description, personal, tangible, and intangible, known or unknown, wherever located, that, at the Time of Closing or AR Time of Closing, as applicable, are used in the Business, including, without limitation, the following:
DESCRIPTION OF ASSETS TO BE ACQUIRED. Upon the terms and subject to the conditions set forth in this Agreement, at the Closing Time (as defined in Section 7.1), the Shareholder Representatives agree to cause the HPL Companies to convey, sell, transfer, assign, and deliver to Purchaser (and any wholly-owned subsidiary of Purchaser designated by Purchaser prior to the Closing Time to receive title to any of the Assets), and Purchaser (and any wholly-owned subsidiary of Purchaser designated by Purchaser prior to the Closing Time to receive title to any of the Assets) shall purchase from the HPL Companies, all right, title, and interest of the HPL Companies in and to the assets, properties, and rights of the HPL Companies specifically referred to in this Section 1. 1 (collectively, the "Assets"). The Shareholder Representatives represent and warrant to the Purchaser that the Assets are all of the assets of the HPL Companies used exclusively by the Automatic Test Equipment Division and the Design For Test Division of the HPL Companies (the business of the HPL Companies' Automatic Test Equipment Division and the Design For Test Division being, the "Business"):
DESCRIPTION OF ASSETS TO BE ACQUIRED. Upon the terms and subject to the conditions set forth in this Agreement, subject to Section 1.2 hereof, at the Closing (as defined in Section 3.1 hereof), GateField shall convey, sell, transfer, assign and deliver to Actel, and Actel shall purchase from GateField, all right, title and interest of GateField in and to all of the properties and assets (of every kind, nature, character and description, whether real, personal or mixed, whether tangible or intangible, whether accrued, contingent or otherwise and wherever situated) of GateField used in the Design Services Business (the "Purchased Assets"), including:
DESCRIPTION OF ASSETS TO BE ACQUIRED. Upon the terms and subject to the conditions set forth in this Agreement, at the Closing (as defined in Section 4.1), Seller agrees to convey, sell, transfer, assign and deliver to Purchaser, and Purchaser shall purchase from Seller, all right, title and interest of Seller at the Closing in and to the assets, properties, and rights of the Business of every kind, nature and description, personal, tangible and intangible, known or unknown, wherever located, including, without limiting the generality of the foregoing (but excluding the "Excluded Assets," as such term is defined in Section 1.2 below):
