Heritage Central Sample Clauses

Heritage Central. Upon the terms and subject to the conditions set forth in this Agreement, at the Closing, (i) Heritage Central shall sell, assign, transfer, convey and deliver to Buyer, and Buyer shall purchase and acquire from Heritage Central, all of Heritage Central’s right, title and interest in and to, the Heritage Central Acquired Assets, in each case free and clear of any and all Liens, in exchange for the payment of the applicable portion of the Closing Payment to Heritage Central at the Closing pursuant to Section 1.02(a), and (ii) Buyer shall assume, and agree to pay, perform and discharge when due, the Assumed Heritage Central Liabilities.
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