MSX Assets Transferred Sample Clauses

MSX Assets Transferred. On the terms and subject to the conditions set forth in this Agreement, at the Closing MSX shall sell, transfer, convey, assign and deliver to Purchaser, and Purchaser shall purchase from MSX, either directly or indirectly through one or more Subsidiaries of Purchaser, all of MSX's right, title and interest in, to and under all MSX Assets, free and clear of all Liens other than Permitted Liens, for the consideration specified in Section 3.01. The term "MSX Assets" means, collectively, all the business, properties, assets and rights of MSX of whatever kind or nature, real or personal, tangible or intangible, other than the APX Assets and the Excluded Assets, owned by MSX on the Closing Date and used in the Business including, without limitation: